Gouverneur Bancorp IncMD

For information regarding the Company’s risk factors, refer to the*“Risk Factors”* in Item 1A of the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the Securities and Exchange Commission on December 26, 2023. Except for the risk factors set forth below, as of June 30, 2024, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K.

Regulatory approvals related to our pending application for the Bank’s conversion to a national banking association charter, and our current subsequent plan to apply for the merger of GS&L Municipal Bank with and into the Bank following the completion of the charter conversion transaction, may not be approved, may take longer to receive than expected or may impose burdensome conditions that are not presently anticipated, which could impose additional costs and/or delay or prevent the completion of the proposed charter conversion and/or the proposed bank merger.

On April 19, 2024, the Bank filed an application with the OCC to convert from a New York chartered stock savings and loan association to a national banking association. In connection with the charter conversion application, the Company will also file an application with the Federal Reserve Bank of New York to convert from a savings and loan holding company to a bank holding company. The charter conversion remains subject to regulatory approval by the OCC and the Federal Reserve, and no timeline has been established for the completion of the charter conversion transaction. If the charter conversion is ultimately approved by the OCC and the Federal Reserve, the Company currently intends to file an application to merge GS&L Municipal Bank with and into the Bank following the completion of the charter conversion.

There can be no assurance as to whether the regulatory approvals will be received, or the timing of the approvals, with respect to the proposed charter conversion transaction and/or the proposed bank merger. In addition, governmental entities may impose conditions on the completion of the charter conversion and/or the bank merger or require changes to the terms of the proposed charter conversion and/or the proposed bank merger. Any such conditions or changes could have the effect of delaying completion of the proposed charter conversion and/or the proposed bank merger or imposing additional costs on or limiting the revenues of the Company following the completion of the charter conversion and/or the bank merger transactions, any of which might have a material adverse effect on the Company following the completion of the charter conversion and/or the bank merger.