SCHEDULE: Minerva Advisors Discloses 7.5% Stake in Gouverneur Bancorp

Minerva Advisors LLC and affiliated entities, along with David P. Cohen, have reported a combined beneficial ownership of 7.5% in Gouverneur Bancorp, Inc.

Summary

• Minerva Advisors LLC, Minerva Group LP, Minerva GP, LP, Minerva GP, Inc., and David P. Cohen collectively reported beneficial ownership in Gouverneur Bancorp, Inc. as of December 31, 2025.
• Minerva Advisors LLC and David P. Cohen each beneficially own 78,421 shares of Common Stock, representing 7.5% of the class.
• Minerva Group LP, Minerva GP, LP, and Minerva GP, Inc. each beneficially own 60,021 shares of Common Stock, representing 5.7% of the class.
• The beneficial ownership percentages are based on 1,050,546 shares of Gouverneur Bancorp, Inc.'s Common Stock outstanding as of December 25, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2025.
• The reporting persons certified that the securities were not acquired or held for the purpose of changing or influencing the control of the issuer, except for activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development. A significant stake by an investment advisor suggests a belief in the company's value, potentially leading to increased scrutiny and advocacy for shareholder interests, even if control is not sought.

Positives

• The disclosure of a significant 7.5% stake by an investment advisor group may signal perceived undervaluation or potential for future shareholder engagement.
• Increased institutional ownership can sometimes be viewed as a vote of confidence in the company's long-term prospects.

Risks

• While the reporting persons certify they are not seeking to change or influence control, their stated allowance for activities solely in connection with a nomination under Rule 14a-11 introduces the potential for future shareholder activism regarding board composition.

Future Outlook

This filing does not contain forward-looking statements or guidance from the issuer or the reporting persons regarding the issuer's future performance, beyond the potential for future engagement related to board nominations.

Management Comments

• David P. Cohen, as President of Minerva Advisors LLC, certified that, to the best of his knowledge and belief, the information set forth in the statement is true, complete, and correct.
• The reporting persons certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

StockSavvy.ai notes that a significant passive stake by an investment advisor in a regional bank like Gouverneur Bancorp often signals perceived undervaluation or potential for operational improvements. Such disclosures can sometimes precede increased shareholder engagement or calls for strategic changes, even if direct control is not the stated intent.

Corporate Governance

Stakeholder Impact

• Shareholders may view the significant stake by an investment advisor as a positive signal, potentially leading to increased confidence and a belief in future value creation.
• Management and the Board of Directors may face increased scrutiny and potential engagement from the reporting persons regarding corporate strategy and governance, particularly concerning board nominations.

Next Steps

• The reporting persons may engage in activities solely in connection with a nomination under Rule 14a-11, indicating potential future involvement in the issuer's corporate governance regarding board composition.

Key Dates

Recommendation

The disclosure of a significant passive stake by an investment advisor suggests potential for future shareholder engagement or perceived value, but without further details on their specific intentions beyond board nominations, a 'Hold' is appropriate for now. Investors should monitor for any subsequent communications or actions from Minerva Advisors.

Keywords

Gouverneur Bancorp, Minerva Advisors, Beneficial Ownership, Schedule 13G, Common Stock, Investment Advisor, Shareholder Stake, Banking