Soper Chad Brian 4

What Happened

• Chad Soper, a director of Gouverneur Bancorp (GOVB), exercised options on February 17, 2026 to acquire 542 shares by paying $12.20 per share for a total cash outlay of $6,612. The same date shows a matching derivative disposition of 542 shares at $0.00, which indicates those shares were surrendered/withheld (commonly used to cover exercise costs or tax withholding).

Key Details

• Transaction date: 2026-02-17 (reported on Form 4 filed 2026-02-18 — timely filing).
• Exercise: 542 shares acquired @ $12.20/share = $6,612 total.
• Disposition: 542 shares disposed @ $0.00 (derivative) — shares surrendered/withheld.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Transaction codes: M = option exercise; the $0.00 disposition commonly reflects withholding or surrender for taxes/exercise settlement.
• Relevant footnotes from the filing:
  • F1: Direct holdings include some shares that were previously stock awards and have since vested.
  • F2: Stock awards under the 2025 Equity Incentive Plan vest in five equal annual installments starting Feb 11, 2026.
  • F3: Stock options under the 2025 Equity Incentive Plan vest in five approximately equal annual installments starting Feb 11, 2026.

Context

• This was an option exercise (not an open-market buy or sale). The simultaneous surrender/withholding of the same number of shares is a routine administrative step to satisfy exercise costs or tax obligations and does not necessarily indicate a separate discretionary sale.