Hanover Bancorp (NASDAQ: HNVR) raises $35M in Tier 2 subordinated notes
Rhea-AI Filing Summary
Hanover Bancorp, Inc. completed a private placement of
The company plans to use the proceeds to repay
Positive
- None.
Negative
- None.
Insights
Hanover refinances sub debt and adds Tier 2 capital via $35M notes.
Hanover Bancorp issued
The company plans to redeem
The BBB+ rating from Egan-Jones and the call option from
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01.Entry into a Material Definitive Agreement
On March 12, 2026, Hanover Bancorp, Inc. (the “Company”) entered into Subordinated Note Purchase Agreements (collectively, the “Purchase Agreements”) with certain qualified institutional buyers and accredited investors (collectively, the “Purchasers”) pursuant to which the Company issued and sold $35.0 million in aggregate principal amount of its 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Notes were offered and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder (the “Private Placement”). The Company intends to use the proceeds from the Private Placement for the repayment of existing indebtedness and general corporate purposes. The Purchase Agreements contain certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.
The Notes mature on March 15, 2036 and bear interest at a fixed annual rate of 7.25%, payable semi-annually in arrears, to but excluding March 15, 2031. From and including March 15, 2031, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate provided by the Federal Reserve Bank of New York (“SOFR”) (provided, however, that in the event three-month SOFR is less than zero, three-month SOFR shall be deemed to be zero) plus 386 basis points, payable quarterly in arrears. The Company is entitled to redeem the Notes, in whole or in part, on any interest payment date on or after March 15, 2031, and at any time in whole, but not in part, upon the occurrence of certain events. Any redemption of the Notes will be subject to prior regulatory approval to the extent required.
On March 12, 2026, in connection with the issuance and sale of the Notes, the Company entered into Registration Rights Agreements (the “Registration Rights Agreements”) with the Purchasers. Pursuant to the Registration Rights Agreements, the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the Notes (the “Exchange Notes”). Under certain circumstances, if the Company fails to meet its obligations under the Registration Rights Agreements, it would be required to pay additional interest to the holders of the Notes.
The Notes were issued under an Indenture, dated March 12, 2026 (the “Indenture”), by and between the Company and UMB Bank, N.A., as trustee. The Notes are not subject to any sinking fund and are not convertible into or, other than with respect to the Exchange Notes, exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holders. The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank junior in right to payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.
The form of Purchase Agreement, the form of Registration Rights Agreement, the Indenture and the form of Note are attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreements, the Registration Rights Agreement, the Indenture and the Notes are not complete and are qualified in their entirety by reference to the complete text of the relevant exhibits to this Current Report on Form 8-K.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth under Item 1.01 of this Current Report on Form 8-K and the full text of the Indenture and form of Note, which are attached hereto as Exhibits 4.1 and 4.2, respectively, are incorporated by reference into this Item 2.03.
Item 7.01.Regulation FD Disclosure
On March 12, 2026, the Company issued a press release announcing the completion of the Private Placement, a copy of which is furnished herewith as Exhibit 99.1. In connection with the Private Placement, the Company also delivered an investor presentation to potential investors on a confidential basis, a copy of which is furnished herewith as Exhibit 99.2.
The information furnished in Item 7.01, including Exhibit 99.1 and Exhibit 99.2, of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.Financial Statements and Exhibits
(d) Exhibits
4.1 | Indenture, dated as of March 12, 2026, by and between Hanover Bancorp, Inc. and UMB Bank, N.A., as trustee | |
4.2 | Form of 7.25% Fixed-to-Floating Rate Subordinated Note due 2036 of Hanover Bancorp, Inc. (included in Exhibit 4.1) | |
10.1 | Form of Subordinated Note Purchase Agreement, dated as of March 12, 2026, by and among Hanover Bancorp, Inc. and the several Purchasers identified therein | |
10.2 | Form of Registration Rights Agreement, dated as of March 12, 2026, by and among Hanover Bancorp, Inc. and the several Purchasers identified therein | |
99.1 | Press Release dated March 12, 2026 | |
99.2 | Investor Presentation | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HANOVER BANCORP, INC. | |||
Date: March 12, 2026 | By: | /s/ Lance P. Burke | |
Lance P. Burke | |||
Senior Executive Vice President and Chief Financial Officer | |||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor and Press Contact:
Lance P. Burke
Chief Financial Officer
(516) 548-8500
Hanover Bancorp, Inc. Completes $35 Million Private Placement of Subordinated Notes
MINEOLA, NY – March 12, 2026 -- Hanover Bancorp, Inc. (NASDAQ: HNVR) (“Hanover” or “the Company”), parent company of Hanover Community Bank, is pleased to announce that the Company has completed the private placement of $35 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2036 (the “Notes”) to certain qualified institutional buyers and accredited investors.
The Notes will initially bear interest, payable semi-annually, at the rate of 7.25% per annum, until March 15, 2031. From and including March 15, 2031, to but excluding the maturity date or early redemptions date, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (SOFR) plus 386 basis points. The Notes received a BBB+ rating from Egan-Jones Ratings Company and are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company.
The Company intends to use the net proceeds to redeem the Company’s outstanding $25 million in aggregate principal amount of subordinated notes and for general corporate purposes, including contributing equity capital to Hanover Community Bank, the Company’s wholly owned commercial bank subsidiary.
“We are pleased with the success of this transaction which enhances our financial flexibility and positions us to continue to compete in an exciting marketplace and to execute upon our longer-term strategic goals,” said Michael Puorro, Hanover’s Chairman and CEO. “This new capital will allow us to retire our existing subordinated notes at a lower interest rate, enhance our capital base, support balance sheet growth and further strengthen our business model.”
Piper Sandler & Co. acted as lead placement agent, with Hovde Group, LLC acting as co-placement agent. Kilpatrick Townsend & Stockton LLP served as legal counsel to Hanover and Luse Gorman, PC served as legal counsel to the placement agents.
About Hanover Community Bank and Hanover Bancorp, Inc.
Hanover Bancorp, Inc. (NASDAQ: HNVR), is the bank holding company for Hanover Community Bank, a community commercial bank focusing on highly personalized and efficient services and products responsive to client needs. Management and the Board of Directors are comprised of a select group of successful local businesspeople who are committed to the success of the Bank by knowing and understanding the metro-New York area’s financial needs and opportunities. Backed by state-of-the-art technology, Hanover offers a full range of financial services. Hanover offers a complete suite of consumer, commercial, and municipal banking products and services, including multifamily and commercial mortgages, residential loans, business loans and lines of credit. Hanover also offers its customers access to 24-hour ATM service with no fees attached, free checking with interest, telephone banking, advanced technologies in mobile and internet banking for our consumer and business customers, safe deposit boxes and much more. The Company’s corporate administrative office is located in Mineola, New York where it also operates a full-service branch office along with additional branch locations in Garden City Park, Hauppauge, Port Jefferson, Forest Hills, Flushing, Sunset Park, Rockefeller Center and Bowery, New York, and Freehold, New Jersey.
Hanover Community Bank is a member of the Federal Deposit Insurance Corporation and is an Equal Housing/Equal Opportunity Lender. For further information, call (516) 548-8500 or visit the Bank’s website at www.hanoverbank.com.
Forward-Looking Statements
This release may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and may be identified by the use of such words as "may," "believe," "expect," "anticipate," "should," "plan," "estimate," "predict," "continue," “intend,” and "potential" or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Hanover Bancorp, Inc. Any or all of the forward-looking statements in this release and in any other public statements made by Hanover Bancorp, Inc. may turn out to be incorrect as a result of inaccurate assumptions that Hanover Bancorp, Inc. might make or by known or unknown risks and uncertainties. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) the impact of a pandemic or other health crises and the government’s response to such pandemic or crises on our operations as well as those of our customers and on the economy generally and in our market area specifically, (2) competitive pressures among depository institutions may increase significantly; (3) changes in the interest rate environment may reduce interest margins; (4) loan origination and sale volumes, charge-offs and credit loss provisions may vary substantially from period to period; (5) general economic conditions may be less favorable than expected; (6) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (7) legislative or
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regulatory changes or actions may adversely affect the businesses in which Hanover Bancorp, Inc. is engaged; (8) the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; (9) changing political conditions and the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; (10) changes and trends in the securities markets may adversely impact Hanover Bancorp, Inc.; (11) a delayed or incomplete resolution of regulatory issues could adversely impact our planning; (12) difficulties in integrating any businesses that we may acquire, which may increase our expenses and delay the achievement of any benefits that we may expect from such acquisitions; (13) the impact of the strategic credit cleanup that we implemented during the fourth quarter of 2025; (14) the impact of reputation risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity could be significant; and (15) the outcome of any future regulatory and legal investigations and proceedings may not be anticipated. Further information on other factors that could affect the financial results of Hanover Bancorp, Inc. are included in our Annual Report on Form 10-K under Item 1A - Risk Factors, as updated by our subsequent filings with the Securities and Exchange Commission. Consequently, no forward-looking statement can be guaranteed. Hanover Bancorp, Inc. does not intend to update any of the forward-looking statements after the date of this release or to conform these statements to actual events.
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| Confidential Investor Presentation 1 |
| 2 148, 201, 61 20, 49, 89 Disclaimer (1) The acquisition is subject to applicable regulatory approvals, approval of the Minden shareholders and other customary closing conditions. The private placement is not conditional on the closing of the acquisition. This presentation has been prepared by us solely for informational purposes based on our own information, as well as information from public and industry sources. This presentation does not constitute an offer to sell, nor a solicitation of an offer to buy, any securities by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. Neither the SEC nor any other regulatory agency has approved or disapproved of our securities or passed upon the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. The Subordinated Notes are not a deposit account of our bank subsidiary and is not insured by the FDIC or any other governmental agency. Forward-Looking Statements This presentation includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately,” “potential,” “projected,” “pro forma” or, in each case, their negatives or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. Any or all of the forward-looking statements herein made by us may turn out to be incorrect. By their nature, forward-looking statements involve risks and uncertainties because they relate to future events, competitive dynamics, and banking, regulatory, and other developments, and depend on anticipated circumstances that may or may not occur (or may occur on longer or shorter timelines than anticipated). They can be affected by inaccurate assumptions that we might make, or by known or unknown risks and uncertainties, including those discussed in our Annual Report on Form 10-K under Item 1A - Risk Factors, as updated by our subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Although we believe that we have a reasonable basis for each forward-looking statement contained in this presentation, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this presentation, they may not be predictive of results or developments in future periods. Any forward-looking statements that we make in this presentation speak only as of the respective dates of such statements, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this presentation, except as required by law. Non-GAAP Financial Measures This presentation contains supplemental financial information, which includes the Company’s adjusted net income, adjusted diluted earnings per share, adjusted return on average assets (“Adj. ROAA”), adjusted return on average equity, tangible common equity (“TCE”) ratio, TCE, tangible assets, tangible book value per share, return on average tangible equity (“ROATCE”) and pre-provision net revenue (“PPNR”), which are financial measures not determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our management uses these non-GAAP measures in its analysis of our performance. These measures should not be considered a substitute for GAAP basis measures nor should they be viewed as a substitute for operating results determined in accordance with GAAP. Management believes that the presentation of non-GAAP financial measures provides both management and investors useful supplemental information that is essential to a proper understanding of our financial condition and results. Non-GAAP measures are not formally defined under GAAP, and other entities may use calculation methods that differ from those used by us. As a complement to GAAP financial measures, our management believes these non-GAAP financial measures assist investors in comparing the financial condition and results of operations of financial institutions due to the industry prevalence of such non-GAAP measures. A reconciliation of our non-GAAP financial measures to the most directly comparable GAAP measures has been provided herein. |
| 3 148, 201, 61 20, 49, 89 Terms of Proposed Offering Issuer Hanover Bancorp, Inc. Security Subordinated Notes Structure Fixed-to-Floating Rate Subordinated Notes Rating BBB+ by Egan Jones Rating Agency Amount $25,000,000 Issuance Type Regulation D Private Placement with Registration Rights Term 10 Years Call Date 5 Years Use of Proceeds Redeem the $25.0 million outstanding from previous debt issuance as well as general corporate purposes Lead Placement Agent Co-Placement Agent |
| 4 148, 201, 61 20, 49, 89 Overview of Hanover Bancorp, Inc. • Hanover Bancorp, Inc. (the “Company”) is the bank holding company of Hanover Community Bank (the “Bank”) • The Bank was founded in 2009 and is headquartered in Mineola, NY • The Bank was recapitalized in 2012 by a group led by our current Chairman and CEO Michael Puorro and current members of our Board of Directors • Successfully completed IPO and NASDAQ listing in May 2022 • Provides differentiated consumer and commercial banking services to clients on Long Island, in the New York City boroughs and in Freehold, NJ • Hauppauge Business Banking Center: opened May 22, 2023 • Port Jefferson Branch: opened June 25, 2025 • $26.1 million in Q4 2025 originations tied to these two locations • Business loan(1) pipeline of $24 million with deposits of ~$189 million across both locations as of 12/31/25 • Executed an organic strategy from 2012 – 2018, focused primarily on the non-qualified mortgage niche residential lending business • Completed two successful M&A transactions, acquiring Chinatown Federal Savings Bank in 2019 and Savoy Bank in 2021 • Successful team of seasoned bankers and banking teams from local, regional and national financial institutions • Demonstrated track record of profitability; Hanover is highly focused around an efficient operating platform and branch network Company Background & Financial Snapshot Key Metrics & Banking Footprint 12/31/25 $2.4B TOTAL ASSETS 12/31/25 $2.0B TOTAL LOANS 12/31/25 $2.0B TOTAL DEPOSITS Headquarters Current Branches (10) 9 8 2 3 4 5 6 7 1 10 (1) Business loans defined as conventional C&I and CRE – Owner Occupied (2) Includes Series A preferred shares Source: S&P Global Market Intelligence; SEC Filings; FDIC. (3) Adjusted for core conversion expense, non-core severance expenses, merger related expenses, debt extinguishment charges, litigation expenses, litigation payments received, and related income tax effects between 2024 & 2025 12/31/2025 12/31/2024 12/31/2023 Net Income $7.5 $12.3 $13.6 Adj. Net Income (3) $10.1 $12.5 $13.4 Diluted EPS $1.00 $1.66 $1.84 Adj. Diluted EPS (3) $1.35 $1.68 $1.82 ROAA 0.33% 0.55% 0.66% Adj. ROAA (3) 0.45% 0.56% 0.65% ROATCE 4.13% 7.18% 8.33% Adj. ROATCE (3) 5.55% 7.28% 8.24% Net Interest Margin 2.75% 2.44% 2.59% $ in millions (except per share data) Year Ended $ in millions 12/31/2025 12/31/2024 12/31/2023 Total Assets $2,383 $2,312 $2,270 Gross Loans $2,001 $1,986 $2,006 Deposits $2,028 $1,954 $1,917 Stockholders' Equity(2) $200 $197 $185 Tangible Common Equity(2) $181 $177 $165 TCE / TA 7.65% 7.73% 7.35% BV/Share(2) $27.02 $26.48 $25.16 TBV/Share (2) $24.41 $23.86 $22.51 Balance Sheet at |
| 5 148, 201, 61 20, 49, 89 Investment Highlights • Recent market consolidation has resulted in a lack of sub-$5 billion asset sized banks in the Long Island and Greater New York City Metro Area. • Since June 2020, there have been 24 bank transactions in the tri-state area, 17 of which involved targets with total assets less than $5 billion. High Degree of Franchise Scarcity Value • Since 2014, the residential mortgage operation has been highly focused on non-conforming lending in New York City. With the addition of Savoy, the Company acquired a niche in SBA and small business commercial banking platform. • Hanover’s municipal deposit banking business is differentiated in that it is focused on long-term relationships that typically have less pricing volatility, particularly in rising rate environments. Niche Lending & Funding Expertise Drives Pricing Power • Significantly enhanced the Bank’s commercial lending activity with the opening of the Hauppauge Business Banking Center in May 2023 and the hiring of our EVP & Chief Lending Officer, Joseph Burns (previously First Senior VP and New York State Market President of Valley Bank). • Demonstrated track record of profitability and investing in the business. Hanover is highly focused on increasing profitability and efficiency within its operating platform and branch network. • The Company’s level of assets, loans, deposits and revenue relative to the number of branch offices is well above peers. Management believes a continued focus on operating efficiently will result in above average levels of profitability over the long-term. Efficient, Profitable and Scalable Business Model • Since 2016, Hanover has incurred $17.7 million in cumulative net charge-offs, representing 163 basis points of average loans over that time period. • Total non-accrual loans at December 31, 2025 were $21.6 million, or 1.08% of total loans. • Hanover’s reserves of $18.7 million represent 0.93% of total loans at December 31, 2025. Disciplined Underwriting and High Quality Balance Sheet • Hanover’s executive team, which is led by Chairman and CEO Michael Puorro, has significant experience with M&A transactions and post-closing integration efforts. • In August 2019, the Company closed the CFSB acquisition and has successfully grown the former CFSB deposit franchise. • In May 2021, the Company closed the Savoy merger, acquiring an approximately $650 million total asset single branch commercial bank located in NYC. The transaction significantly diversified the revenue and lending mix while boosting profitability and leveraging Savoy’s expertise in commercial and SBA lending. Demonstrated Ability to Integrate M&A Transactions |
| 6 148, 201, 61 20, 49, 89 $541 $652 $862 $877 $1,458 $1,984 $2,270 $2,312 $2,383 Corporate Timeline Growth in Total Assets ($mm) Note: Hanover previously had a fiscal year end of September 30th. 2017 - 2024 is for the period ended December 31st for each respective year. ✓ In February 2022, we initiated a quarterly cash dividend of $0.10 p/s ✓ In March 2022, we opened a new branch in Freehold, NJ ✓ In May 2022, we announced and closed our IPO, issuing 1,466,250 common shares at $21.00 per share ✓ In July 2022, we announced a new business banking center location in Hauppauge, Suffolk County, Long Island, which opened in May 2023 ✓ In November 2023, we announced the appointment of Joseph Burns as our new Chief Lending Officer. He previously served as regional president of Valley Bank’s New York commercial banking operation. ✓ We changed our fiscal year end from September 30th to December 31st in October 2023 with a stub period from October 1st through December 31st 2023. ✓ In March and June 2017, we established offices in Forest Hills and Mineola, NY, respectively ✓ Our total consolidated assets grew to over $500 million during 2017 ✓ Announced and completed the acquisition of Chinatown Federal Savings Bank (CFSB) in 2018 and 2019 respectively; enhanced and diversified our funding profile and provided greater visibility in New York City ✓ We acquired total assets of $141.3 million, total loans of $93.6 million and total deposits of $108.8 million, as well as three branches in Manhattan and Brooklyn, NY (one of which was subsequently consolidated) ✓ In February 2019, the Bank further expanded into Queens County, New York with a de novo branch in Flushing, New York ✓ In October 2020, we issued $25.0 million in subordinated notes to support the Savoy acquisition. The offering was rated investment grade ✓ In late 2020, we established a municipal banking business led by Michael Locorriere, who has 25 + years of banking and government experience. He previously served as EVP and Director of Municipal Banking at a consolidated competitor in the Long Island Market ✓ Savoy acquisition announced in 2020 and completed in 2021, we acquired total assets of $648.4 million, total loans of $573.1 million, and total deposits of $340.2 million ✓ Filed a shelf registration statement on Form S-3 for $50 million in January 2024 in order to access the capital markets efficiently and expeditiously as needed to fuel the continued growth of our highly profitable and successful niche businesses and banking initiatives ✓ The Company completed its core system conversion to FIS Horizon in February 2025. This upgrade will enhance efficiency, functionality, user experience, and support a digital-forward strategy ✓ Successfully opened the Port Jefferson branch on June 25, 2025 ✓ HNVR was added to the Russell 2000 index upon reconstitution in late June 2025 2017 2018 2019 2020 2021 2022 2023 2024 2025 |
| Confidential Investor Presentation 7 Note: Throughout the presentation, unless otherwise specified, references to “Hanover” may be to either the holding company or the bank. Hanover Executive Management Team Name Position with Hanover Age Years of Banking Experience Year Started at Hanover Michael P. Puorro Chairman, President, and CEO 66 35+ 2012 Lance P. Burke Senior Exec. VP & Chief Financial Officer 46 25+ 2021 Michael Locorriere Senior Exec. VP & Chief Municipal Officer 57 25+ 2020 Kevin Corbett Exec. VP & Chief Credit Officer 66 40+ 2020 Joseph F. Burns Exec. VP & Chief Lending Officer 59 35+ 2023 John P. Vivona Exec. VP & Chief Risk Officer 55 35+ 2023 Raymond Sanchez Exec. VP & Chief Information Officer 59 25+ 2022 Lisa A. Diiorio First Senior VP & Chief Accounting Officer 62 30+ 2016 |
| Confidential Investor Presentation 8 Business Strategy Creating a Differentiated Community Bank Focus on Delivering Shareholder Value Organic Growth • Build the premier community bank franchise serving customers and small to mid-size businesses in the New York City metro area and on Long Island • Continue to penetrate the potential customer bases across multiple, highly profitable niche verticals that have substantial expansion potential • Continue to serve the local economies in our geographic footprint with a sustained commitment to unparalleled service that is beyond the scope of larger banks and economies of scale that are beyond the reach of smaller competitors • Focus on diversifying the loan portfolio through niche lending segments to generate appropriate risk-adjusted returns • Continued growth and diversification through niche-residential real estate, conventional C&I and SBA and USDA lending • Commitment to complementing portfolio growth with continued growth of secondary market sales for SBA and USDA and non-QM residential loans • The loan pipeline at December 31, 2025, is approximately $152 million, with 68% in niche-residential and SBA/USDA lending opportunities and 16% in conventional C&I and CRE – Owner Occupied lending opportunities Diversifying Loan Portfolio through Niche Segments • The deposit and treasury management products and services complement the niche lending focus • Established a municipal banking business in 2020 with potential to produce a significant level of deposits at cost effective rates with the effort led by Michael Locorriere • Continued development of strategically located, highly efficient branches in key commercial markets to drive organic, relationship-based deposit and loan growth Complementing the Lending Efforts and Diversifying Funding Strategic Acquisitions • The CFSB acquisition in August 2019 provided us with full-service branches which complemented our lending in those areas • Expanded commercial banking capabilities through the Savoy acquisition, with a particular focus on small business clients and Small Business Administration (SBA) lending • Continue to pursue prudent and commercially attractive acquisitions in both traditional banking and select non-bank targets |
| Confidential Investor Presentation 9 63.8% 67.3% Hanover Bank Peer Median $7.2 $22.4 $34.0 $20.5 $21.3 $23.5 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Strong and Efficient Profitability Success Maintaining Strong Profitability Metrics Across a Branch-lite Operating Model Source: S&P Global Market Intelligence; SEC Filings. Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. Peers include major exchange-traded banks and thrifts with most recent quarter total assets between $1 and $3 billion, excluding merger targets and mutuals. Pre-provision net revenue is a non-GAAP measure. Net Income and Non-Interest Income ($M) Recent Margin Expansion 4-Year Avg. Efficiency Ratio (%) 4-Year Avg. PPNR/Avg. Assets (%) Pre-Provision Net Revenue ($M) 0.8% 1.8% 1.0% 1.0% PPNR / Avg. Assets: 2.1% 1.0% 6.03% 6.21% 6.18% 6.11% 6.11% 6.04% 6.01% 5.94% 3.91% 3.99% 4.10% 3.77% 3.54% 3.43% 3.40% 3.12% 2.41% 2.46% 2.37% 2.53% 2.68% 2.76% 2.74% 2.84% 1.50% 2.50% 3.50% 4.50% 5.50% 6.50% Recent Margin Expansion Yield on Loans Cost of Deposits NIM $1.0 $5.4 $7.9 $10.7 $15.3 $12.8 $4.7 $15.9 $22.4 $13.6 $12.3 $10.1 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Non-Interest Income Core Net Income 1.30% 1.34% Hanover Bank Peer Median |
| Confidential Investor Presentation 10 $688 $1,177 $1,518 $1,905 $1,954 $2,028 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $729 $1,277 $1,747 $1,957 $1,986 $2,001 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $877 $1,458 $1,984 $2,270 $2,312 $2,383 $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $19.12 $23.26 $24.34 $25.16 $26.48 $27.03 $18.66 $19.73 $21.66 $22.51 $23.86 $24.41 $- $6.00 $12.00 $18.00 $24.00 $30.00 $36.00 Book Value Per Share Tangible Book Value per Share TBV Per Share & Balance Sheet Growth Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. Dollars in millions. Note: CAGR calculated from December 31st, 2020 through December 31st, 2025. (1) Includes Series A preferred stock. Book Value / Tangible Book Value per Share(1) Total Gross Loans (ex. HFS) ($mm) Total Deposits ($mm) Total Assets ($mm) Savoy acquisition completed CECL adoption |
| 11 148, 201, 61 20, 49, 89 Multifamily 1 amily Total 1 amily 37. % Multifamily27.0% CRE 2 .3% C D 0. % C I 7.3% Consumer1.3% Loan Growth ($mm) Loan Yield Growth (%) 1 amily 58.3% Multifamily 20.2% CRE 15.8% C I 2.8% Consumer 2.9% Diversified Loan Portfolio with Historical Growth • Successfully executed strategic acquisitions and organic expansion to grow loan portfolio from $729 million at December 31, 2020 to $2.0 billion at December 31, 2025, at a compound annual growth rate of 22.4% • Successfully optimized loan portfolio to shift towards even distribution between 1-4 Family, Multifamily, CRE, and C&I loans Diversifying our Loan Portfolio As of December 31, 2020 As of December 31, 2025 $729 million 0 92 176 Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. $2.0 billion Q’ Yi ld on Loans: % Q’ Yi ld on Loans: % |
| Confidential Investor Presentation 12 5.30% 5.13% 5.00% 5.68% 6.13% 6.02% 4.59% 4.54% 4.68% 5.42% 5.76% 6.04% HNVR Peers $1.0 $0.9 HNVR Peers $7.3 $4.1 HNVR Peers $202.8 $93.2 HNVR Peers $198.8 $78.3 HNVR Peers $238.3 $106.5 HNVR Peers Niche Lending & Branch-Lite Model Drives Profitability Niche Lending & Funding Expertise Drives Pricing Power Efficient, Profitable and Scalable Business Model Yield on Loans ✓ A number of our business segments are focused on providing specialized lending and deposit products to specific customer groups within our markets. ✓ We are focused on providing expertise and excellent service in the chosen segments in which we operate. ✓ Since 2014 our residential mortgage operation has been highly focused on non-conforming lending in New York City. ✓ With Savoy, we acquired a niche SBA and small business commercial banking business. ✓ Our municipal deposit banking business is differentiated in that we are focused on long-term relationships and our customers are not transactional in nature. ✓ Consistent Loan Yield achievement Revenue per Office Total Net Loans per Office Total Deposits per Office Total Assets per Office Net Income per Office For the year ended December 31, 2025 Source: S&P Global Market Intelligence; SEC Filings. 2025 YTD = data for the 12-month period ended December 31, 2025. Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. Peers include major exchange-traded banks and thrifts with most recent quarter total assets between $1 and $3 billion, excluding merger targets and mutuals. (1) 2025 YTD utilizes adjusted net income and adjusts for $2.6 million in core system conversion related expenses (net of tax). (1) |
| 13 148, 201, 61 20, 49, 89 $22 $48 $0 $0 $38 $80 $107 $92 $216 $191 $131 $245 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Loans Sold ($M) Loans Originated ($M) • For th quart r nd d mb r Hanov r’s HFI loan portfolio increased to $2.0 billion, an increase of $15.2 million or 0.76% from December 31, 2024. • Hanover's loan pipeline at December 31, 2025 is approximately $152 million, with approximately 68% being niche-residential, business(1), and SBA and USDA lending opportunities. – Commercial real estate (CRE) concentration ratio continues to improve with loans secured by office space accounting for 2.48% of the total loan portfolio and totaling $49.61 million at December 31, 2025. – The CRE concentration ratio decreased to 360% of total capital at 12/31/2025 from 385% of total capital at 12/31/2024. • Continue to Realize Strategic Opportunities: – Opened Hauppauge Business Banking Center in May 2023 & Port Jefferson Branch in June 2025. o $26.1M in C&I originations and ~$189M in deposit balances for the quarter ended December 31, 2025 Niche Lending Segments: Niche-Residential and C&I Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. Total Gross Loans (ex. HFS) Growth ($mm) 1 Residential Real Estate ✓ Initiated our residential lending platform in 2013 with a focus on the boroughs of New York City. ✓ We originate mainly non-qualified, alternative documentation single-family residential mortgage loans through broker referrals, our branch network and retail channels. ✓ Recently developed flow origination program in 2024Q2; total sales of $85M for a net gain of $2M on an annualized basis through the first nine months of 2025. ✓ We offer multiple products including those designed specifically for two-to four-family units. ✓ Building on the acquisition of Savoy, we have invested heavily in developing C&I Banking, prioritizing the hiring of relationship-based bankers to drive organic deposit and loan growth in our key markets. ✓ Since 2021, strategic initiative to build out the C&I business included the opening of the Freehold branch and expansion into Hauppauge and Port Jefferson while simultaneously hiring a specialized C&I team. ✓ Our products include commercial deposit accounts, cash management services and loans, including term loans and lines of credit, all of which are powered by our robust digital banking platform. 2 Commercial and Industrial $729 $1,277 $1,747 $1,957 $1,986 $2,001 $- $400 $800 $1,200 $1,600 $2,000 $2,400 (1) Business loans defined as conventional C&I and CRE – Owner Occupied |
| 14 148, 201, 61 20, 49, 89 8.26% 8.43% 9.49% 8.13% $53.1 $73.5 $111.7 $62.9 $1.6 $1.2 $1.2 $1.0 $72.1 $140.8 $161.0 $84.0 Niche Lending Segments: SBA Lending Year Ended 12/31/2022 Year Ended 12/31/2024 3 SBA Lending • Continue to Realize Strategic Opportunities: – SBA & USDA Banking Team Expansion. • Efficient and Consistent Results: – National SBA expansion undertaken in 2023 continues to scale with the investment of additional infrastructure yielding continued gains in origination volume, which increased 14% from 2023 to 2024 SBA Originations ($M) Average Origination Size ($M) Loans Sold ($M) Gross Premium (%) Note: Hanover previously had a fiscal year end of September 30th. 2022 - 2025 is for the period ended December 31st for each respective year. (1): Based on US SBA data for the fiscal year-end 9/30/25; as of 10/8/2025 Top 100 SBA lender by volume(1) Per US Small Business Administration Year Ended 12/31/2025 Year Ended 12/31/2023 |
| 15 148, 201, 61 20, 49, 89 225% 408% 470% 432% 385% 360% Niche Lending Segments: Commercial Real Estate 4 Commercial Real Estate (including Multi-family) ✓ At December 31, 2025, 64% of the multi-family loan portfolio is secured by properties subject to free market rental terms, which is the dominant tenant type. Both the Market Rent and Stabilized Rent segments of our portfolio present very similar average borrower profiles. The portfolio is primarily located in the New York City boroughs of Brooklyn, the Bronx and Queens. ✓ The Bank’s exposure to the Office market is not significant at $50 million as of December 31, 2025. The pool has a 2.30x weighted average DSCR, a 52% weighted average LTV and less than $350,000 of exposure in Manhattan. ✓ The Bank’s exposure to Land/Construction loans is not significant at $11.1 million at December 31, 2025, all at floating interest rates. As shown at right and on the next slide, 25% of the loan balances in these combined portfolios will either mature or have a rate reset in the remainder of 2025 and 2026, with another 56% with rate resets or maturing in 2027. ✓ The Bank’s commercial real estate concentration ratio continues to improve, decreasing to 360% of capital at December 31, 2025 from 385% of capital at December 31, 2024. Fixed Rate Reset / Maturity Schedule ($000s) CRE / TRBC Ratio (%) Calendar Period (Loan Data as of 12/31/2025) # Loans 2026 40 $ 54,861 $ 1,372 5.73 % 2027 85 148,887 1,752 4.95 % 2028 28 30,444 1,087 6.65 % 2029 5 5,931 1,186 6.70 % 2030 14 13,511 965 6.98 % 2031+ 9 2,910 323 5.50 % Fixed Rate 181 $ 256,544 $ 1,417 5.47 % Floating Rate 9 9,575 1,064 8.68 % Total CRE-Inv. 190 $ 266,119 $ 1,401 5.59 % CRE Investor Portfolio Total O/S Avg O/S Avg Interest Rate |
| 16 148, 201, 61 20, 49, 89 Niche Lending Segments: Multi-Family Deep Dive (1): Loan Data as of December 31, 2025 Rent Type # of Notes Current DSCR Avg # of Units Location Manhattan 6 $ 9,792 2 % $ 1,632 50.6 % 2.13 15 Other NYC 94 $ 261,184 48 % $ 2,779 61.2 % 1.42 9 Outside NYC 40 $ 77,226 14 % $ 1,931 63.2 % 1.48 14 Market 140 $ 348,202 64 % $ 2,487 61.4 % 1.45 11 Location Manhattan 7 $ 10,329 2 % $ 1,476 47.7 % 1.71 19 Other NYC 80 $ 165,540 31 % $ 2,069 62.2 % 1.43 11 Outside NYC 11 $ 17,012 3 % $ 1,547 62.6 % 1.59 14 Stabilized 98 $ 192,881 36 % $ 1,968 61.4 % 1.46 12 Multi-Family Loan Portfolio - Loans by Rent Type(1) Outstanding Loan Balance % of Total Multi-Family Avg Loan Size LTV ($000's omitted) ($000's omitted) Calendar Period (Loan Data as of 12/31/2025) # Loans Calendar Period (Loan Data as of 12/31/2025) # Loans 2026 36 $ 107,538 $ 2,987 3.73 % 2026 21 $ 42,814 $ 2,039 3.84 % 2027 69 181,095 2,625 4.42 % 2027 51 121,488 2,382 4.22 % 2028 15 20,711 1,381 6.14 % 2028 12 10,015 835 7.07 % 2029 6 4,849 808 7.70 % 2029 4 4,272 1,068 6.38 % 2030 8 20,268 2,534 6.19 % 2030 7 13,617 1,945 6.32 % 2031+ 4 13,173 3,293 4.21 % 2031+ 2 226 113 5.50 % Fixed Rate 138 $ 347,634 $ 2,519 4.45 % Fixed Rate 97 $ 192,432 $ 1,984 4.48 % Floating Rate 2 568 284 9.07 % Floating Rate 1 449 449 9.00 % Total 140 $ 348,202 $ 2,487 4.45 % Total 98 $ 192,881 $ 1,968 4.49 % Multi-Family Market Rent Portfolio Multi-Family Stabilized Rent Portfolio Total O/S Avg O/S Avg Interest Rate Total O/S Avg O/S Avg Interest Rate ($ in thousands) |
| 17 148, 201, 61 20, 49, 89 Stabilized Multi-Family Pro Forma Stress Results • The table above reflects a proforma stressed evaluation of the Bank’s Multifamily stabilized loan portfolio at December 31, 2025, using the primary assumption for a revised Debt Service Coverage Ratio (“DSCR”) calculation, for all loans where the current interest rate is below 6%. The current balance for these loans is recast at 5.75% (despite lower current market rates) with a 30-year amortization. • The projected Loan-to-value (“LTV”) assumption resets all loans using a % cap rate (despite lower current cap rates) and the last reported property net operating income (“NOI”) to determine an implied property valuation based on the current loan balance and resultant LTV. • The results show approximately 3%, or 9 loans totaling $14 million of the total multi-family portfolio would have proforma DSCR’s less than 1x while maintaining projected weighted average LTV’s under 100%. • Approximately 97% or 89 loans of the Multifamily rent-stabilized portfolio totaling $179 million would possess DSCR’s greater than 1x while maintaining a projected weighted average LTV well within our policy guidelines. • Additionally, 74% of the stabilized portfolio and 73% of the entire multifamily portfolio are further secured with personal guarantees from borrowers • Of the previous 12 months’ maturities and rate resets, 22% of the loan pool successfully refinanced with other institutions at market rates similar to those used in the analysis above and the balance remained with the Bank. We believe the overall demand for multifamily housing in our market will allow our borrowers to address any adverse impact proactively. DSCR Range < 1.0 9 $ 13,877 3 % 60 % 97 % 1.0 < x < 1.2 13 35,520 7 % 65 % 75 % 1.2 < x < 1.3 17 43,107 8 % 63 % 70 % 1.3 < x < 1.5 24 57,106 10 % 63 % 61 % 1.5 < x < 2.0 21 34,380 6 % 58 % 56 % x > 2.0 14 8,891 2 % 44 % 36 % Total 98 $ 192,881 36 % 61 % 66 % # Loans Multi-Family Stabilized Rent Portfolio Total O/S ($000's omitted) % of Total MF Portfolio Current Weighted Average LTV Projected Weighted Average LTV |
| 18 148, 201, 61 20, 49, 89 0.07% 0.04% 0.00% 0.05% 0.08% 0.71% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 0.46% 0.42% 0.59% 0.64% 0.71% 0.93% 0.00% 0.50% 1.00% 1.50% Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Dec-25 Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. (1) Includes loans greater than 90 days past due and accruing. Asset Quality Managed Through Disciplined Policies and Procedures Credit Philosophy Credit Underwriting and Administration • Management utilized local community ties along with their experience with both federal and New York bank regulatory agencies to create a bank that emphasizes strong credit quality. • Total loans having credit risk ratings of Special Mention and Substandard were $55.7 million at December 31, 2025. • Total non-accrual loans at December 31, 2025 were $21.6 million, or 1.08% of total loans. • During the Q 2025, the Company initiated a strategic credit cleanup and recorded NCO’s of $9. million. The $9.6 million consisted of a $4.0 million partial charge-off on a C&I loan that had deteriorated to non-performing status during the quarter. This loan is to a borrower whose business has been negatively impacted by tariffs and other economic challenges. In conjunction with the charge-off, a $1.0 million specific reserve has been established for this loan. The remaining $5.6 million was comprised of full and partial charge-offs on non-performing loans which had previously established specific reserves of $3.6 million. • Allowance for credit losses was 0.93% of total loans at December 31, 2025. Loans secured by office space accounted for 2.48% of the total loan portfolio with a total balance of $49.6 million, of which less than 1% is located in Manhattan. • Provision for credit loss expense of $6.1 million for the quarter ended December 31, 2025 (including a $175 thousand provision on unfunded commitments), versus $0.4 million for the comparable period in 2024. Nonperforming Assets(1) / Total Assets Net Charge-offs / Average Loans |
| 19 148, 201, 61 20, 49, 89 $688 $1,177 $1,518 $1,905 $1,954 $2,028 $- $400 $800 $1,200 $1,600 $2,000 $2,400 $86 $191 $200 $208 $212 $248 $- $50 $100 $150 $200 $250 $300 NonInterest-bearing Deposits, 12% IB Demand, Savings & MMDA, 63% Time Deposits, 25% Deposit Growth ($mm) Noninterest-Bearing Deposit Growth ($mm) Noninterest-bearing Deposits 1% IB Demand, Savings & MMDA 26% Time Deposits 73% Growing Core Deposit Franchise • Completed core conversion in February 2025 offering material improvements in user interfaces, functionality and efficiency that will better support our commitment to a digital forward future on better financial terms • R du d whol sal funding l v ls (d fin d as F d ral Hom Loan Bank (“FHLB”) borrowings brok r d d posits listing s rvi deposits and Federal funds purchased) • As of December 31, 2025, Municipal funding accounted for 44 relationships and ~$701M in deposit relationships at a weighted average rate of 3.0% Diversifying our Deposit Composition As of September 30, 2012 As of December 31, 2025 $54 million 0 92 176 Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. $2.0 billion |
| Confidential Investor Presentation 20 $311 $850 $1,128 $1,382 $1,457 $1,518 $- $500 $1,000 $1,500 $2,000 $2,500 Insured and Collateralized, 85% Uninsured, 15% 18% 12% 3% 32% 30% 1% 4% U.S. GSE residential MBS - AFS U.S. GSE residential CMO - AFS U.S. GSE commercial MBS - AFS Collateralized loan obligations - AFS Corporate bonds- AFS U.S. GSE residential MBS - HTM U.S. Treasury securities High Level of Insured and Collateralized Deposits Insured and collateralized deposits, which include municipal deposits, accounted for approximately 85% of total deposits at December 31, 2025. Commitment To Growing Core(1) Deposit Balances Balance Sheet Liquidity Securities Portfolio Composition As of December 31, 2025, the Company maintained a strong liquidity position with $776.9 million in undrawn sources, covering 255% of uninsured deposits. The loan portfolio continues to demonstrate diversification by increasing C&I loans by $37.7 million since the end of 2023; 16% on a compound annual basis • At December 31, 2025, accumulated other comprehensive loss included an unrealized loss on AFS securities of $0.2 million – Representing only 0.1% of total equity for the same period Total Core Deposits since December 2020 ($M) (1) Core deposits consist of Demand, NOW, Savings, and Money Market deposits. 151 185 224 • Securities portfolio of $100.6 million as of December 31, 2025 – AFS securities / fair value o $32.7 mm CLOs o $30.0 mm corporate bonds o $11.8 mm residential CMO o $18.1 mm residential MBS o $2.5 mm commercial MBS o $4.5 mm Treasury Securities – HTM securities / amort. cost o $1.0 mm residential MBS |
| 21 148, 201, 61 20, 49, 89 Pro Forma Capital Ratios % % % % % % % % L v rag Ratio Ratio i r Ratio otal apital Ratio tandalon ro Forma for ub bt R fi Note: Assumes $25 million raised ($24.4 million net of 1.40% spread and $250K out of pocket expenses) with a 20% risk-weighting and a redemption of $24.7 million of existing subordinated debt; data as of December 31, 2025 % % % % % % % % L v rag Ratio Ratio i r Ratio otal apital Ratio tandalon ro Forma for ub bt R fi Estimated Holding Company Ratios Bank Level Ratios |
| 22 148, 201, 61 20, 49, 89 Double Leverage & Interest Coverage ($ in thousands) As of or for the Year ended December 31, 2021 2022 2023 2024 2025 Equity Investments in Subsidiaries $153,296 $201,767 $208,584 $219,674 $223,880 Consolidated Equity $129,379 $177,628 $184,830 $196,638 $200,266 Double Leverage Ratio 118.5% 113.6% 112.9% 111.7% 111.8% Proposed Holding Company Subordinated Debt Offering 25,000 Redemption of Existing Sub Debt 25,000 Pro Forma Equity Investments in Subsidiaries¹ 223,880 Pro Forma Double Leverage Ratio 111.8% Interest Coverage Total Deposit Interest $4,011 $10,828 $54,318 $72,517 $63,836 Other Borrowed Interest $2,133 $2,308 $7,421 $7,413 $6,166 Total Interest Expense $6,144 $13,136 $61,739 $79,930 $70,002 Pre-Tax Income $20,609 $28,919 $18,326 $16,379 $9,954 Interest Coverage (including deposit expense) 4.35x 3.20x 1.30x 1.20x 1.14x Interest Coverage (excluding deposit expense) 10.66x 13.53x 3.47x 3.21x 2.61x Holding Company Subordinated Debt Expense (7.250%) $1,813 Existing Sub Debt Interest Expense Reduction (8.604%) ($2,151) Pro Forma Interest Coverage (including deposit expense) 1.15x Pro Forma Interest Coverage (excluding deposit expense) 2.77x 1) Assumes 100% of net proceeds are retained at the Holding Company Note: Offering assumptions for illustrative purposes only; assumes an issuance amount of $25 million of subordinated debt with a 7.250% interest rate and the redemption of $25 million of subordinated debt; the outstanding subordinated debt currently has a blended floating rate of 8.604% based on the current 3-month CME term SOFR of 3.73% as of February 18, 2026 |
| Confidential Investor Presentation 23 |
| Confidential Investor Presentation 24 2016 Rank Institution Deposits ($mm) 1 $2,695 2 $3,344 3 $2,926 4 $3,009 5 $3,412 6 $2,714 7 $2,260 8 $2,609 9 $1,838 10 $1,392 Significant Consolidation of NYC Metro Community Banks Provides Growth Opportunities Source: SEC Filings; S&P Global Market Intelligence. Note: Dollars in millions. (1) Banks in the NYC MSA acquired in a given year as a percentage of the number of institutions with total assets less than $5 billion as of December 31st of the prior year. (2) Institutions ranked by asset size. Includes banks with total assets less than $5 billion as of December 31st, 2016. % of Banks Acquired in NYC(1) Top 20 NYC MSA Banks in 2016(2) Approximately 37% of banks(1) in NYC MSA were consolidated in the last 5 years 2016 Rank Institution Deposits ($mm) 11 $1,167 12 $1,113 13 $695 14 $946 15 $835 16 $777 17 $746 18 $661 19 $718 20 $573 Acquired Institutions ranked by asset size Long Island Significantly Consolidated 4.3% 14.5% 7.5% 10.2% 6.4% 0.0% 4.7% 2019Y 2020Y 2021Y 2022Y 2023Y 2024Y 2025Y * * * Acquisition Pending |
| Confidential Investor Presentation 25 19.4 12.8 9.2 8.4 7.7 6.4 6.4 6.3 6.3 5.2 New York City Los Angeles Chicago Dallas Houston Atlanta Washington D.C. Miami Philadelphia Phoenix New York MSA – A Leading U.S. Banking Market Population (mm) Deposits per Branch ($mm) Deposits ($bn) Most Populated MSA 3 rd Largest Deposits per Branch (min $100bn in MSA) Largest Deposit Market (MSA) Small Businesses (mm) 4 th Most Small Businesses by State $410 $426 $443 $453 $526 $599 $798 $829 $4,098 $4,875 Philadelphia, PA Jacksonville, FL San Antonio, TX Raleigh, NC San Francisco, CA San Jose, CA Charlotte, NC New York City Salt Lake City, UT Sioux Falls, SD $497 $553 $585 $687 $690 $712 $783 $897 $1,049 $4,032 San Francisco, CA Washington, DC Boston, MA Chicago, IL Philadelphia, PA Dallas, TX Los Angeles, CA Sioux Falls, SD Salt Lake City, UT New York City 1.0 1.0 1.0 1.1 1.2 1.3 2.2 3.1 3.2 4.1 New Jersey Ohio North Carolina Pennsylvania Georgia Illinois New York Florida Texas California Source: S&P Global Market Intelligence; SEC Filings; US Census; U.S. Small Business Administration. Note: Small Business data as of 2024. Note – Deposits as of 6/30/2025 and includes all Commercial Banks, Savings Banks, Savings & Loan Associations, and Credit Unions Note – Population data as of 2025 |
| 26 148, 201, 61 20, 49, 89 Historical Consolidated Balance Sheet December 31, ($ in thousands) 2021 2022 2023 2024 2025 Total Cash and Cash Equivalents 114,951 152,298 177,207 162,857 208,904 Investment Securities 12,370 16,487 65,460 87,513 100,569 Total Cash & Investment Securities 127,321 168,785 242,667 250,370 309,473 Total Loans 1,277,434 1,746,810 1,957,199 1,985,524 2,000,749 Allowance for Credit Losses 9,386 14,404 19,658 22,779 18,694 Loans HFS – – 8,904 12,404 6,407 Total Loans, Net 1,268,048 1,732,406 1,946,445 1,975,149 1,988,462 Goodwill and Intangible Assets 19,627 19,549 19,479 19,418 19,364 Other Assets 43,184 62,952 61,469 67,173 65,797 Total Assets 1,458,180 1,983,692 2,270,060 2,312,110 2,383,096 Total Deposits 1,176,751 1,517,650 1,904,595 1,954,283 2,028,387 Borrowings 113,274 250,336 139,412 116,830 111,292 Subordinated Debt 24,504 24,581 24,635 24,689 24,743 Total Debt 137,778 274,917 164,047 141,519 136,035 Total Other Liabilities 14,272 13,497 16,588 19,670 18,408 Total Liabilities 1,328,801 1,806,064 2,085,230 2,115,472 2,182,830 Preferred Equity – 2,963 2,963 5,041 5,041 Common Equity 129,379 174,665 181,867 191,597 195,225 Total Shareholder's Equity 129,379 177,628 184,830 196,638 200,266 Total Liabilities and Shareholder's Equity 1,458,180 1,983,692 2,270,060 2,312,110 2,383,096 Source: Company documents; S&P Global Market Intelligence. Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. |
| 27 148, 201, 61 20, 49, 89 Historical Consolidated Income Statement Year Ended December 31, ($ in thousands) 2021 2022 2023 2024 2025 Total Interest Income 55,794 74,385 113,626 133,022 130,479 Total Interest Expense 6,144 13,136 61,739 79,930 70,002 Net Interest Income 49,650 61,249 51,887 53,092 60,477 Provision (Benefit) For Credit Losses 1,800 5,050 2,132 4,940 10,382 NII After Provision for Credit Losses 47,850 56,199 49,755 48,152 50,095 Non-Interest Income 5,198 7,802 9,716 15,308 12,628 Non-Interest Expense 28,394 34,937 42,120 47,112 49,804 Income Before Income Tax Expense 20,609 28,919 18,326 16,379 9,954 Income Tax Expense 4,740 6,562 4,737 4,033 2,466 Net Income 15,869 22,357 13,589 12,346 7,488 Earnings Per Share ($) 2.94 3.31 1.84 1.66 1.00 Source: Company documents; S&P Global Market Intelligence. Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. |
| 28 148, 201, 61 20, 49, 89 Non-GAAP Reconciliation Tangible Book Value per Share (1) Includes common stock and Series A preferred stock. Non-GAAP Reconciliation Table 2025 2024 2023 2022 2021 2020 Book value per share (GAAP) (1) $ 27.02 $ 26.48 $ 25.16 $ 24.34 $ 23.26 $ 19.12 Less: goodwill and other intangible assets (2.61) (2.62) (2.65) (2.68) (3.53) (0.46) Tangible book value per share (Non-GAAP) (1) $ 24.41 $ 23.86 $ 22.51 $ 21.66 $ 19.73 $ 18.66 Stockholders' equity (GAAP) (1) $ 200,266 $ 196,638 $ 184,830 $ 177,628 $ 129,379 $ 80,024 Less: goodwill and other intangible assets (19,364) (19,418) (19,479) (19,549) (19,627) (1,921) Tangible common equity (Non-GAAP)(1) $ 180,902 $ 177,220 $ 165,351 $ 158,079 $ 109,752 $ 78,103 Total assets (GAAP) $ 2,383,096 $ 2,312,110 $ 2,270,060 $ 1,983,692 $ 1,458,180 $ 876,883 Less: goodwill and other intangible assets (19,364) (19,418) (19,479) (19,549) (19,627) (1,921) Tangible assets (Non-GAAP) $ 2,363,732 $ 2,292,692 $ 2,250,581 $ 1,964,143 $ 1,438,553 $ 874,962 Common Equity Ratio (GAAP) 8.40% 8.50% 8.14% 8.95% 8.87% 9.13% Less: impact from goodwill and other intangible assets (0.75%) (0.77%) (0.80%) (0.91%) (1.24%) (0.20%) Tangible common equity ratio (Non-GAAP) (1) 7.65% 7.73% 7.35% 8.05% 7.63% 8.93% As of December 31, |
| 29 148, 201, 61 20, 49, 89 Non-GAAP Reconciliation Adjusted Net Income / Diluted Earnings per Share / Adjusted ROAA / Adjusted ROATCE Note: Ratio as of or for the three months ended December 31st, 2025 is annualized. (1) Includes common stock and Series A preferred stock. Non-GAAP Reconciliation Table 12/31/25 2025 2024 2023 2022 2021 2020 Net income (GAAP) $ 33 $ 7,488 $ 12,346 $ 13,589 $ 22,357 $ 15,869 $ 4,723 Adjustments: Conversion expenses - 3,180 - - - - - Litigation settlement payment - - - (975) - - - Severance and retirement - - 219 777 - - - Merger-related expenses - - - - 250 4,285 359 Debt extinguisment charges - - - - - - 54 Litigation and proxy-related expenses - - - - - 536 Income tax effect of adjustments above - (608) (55) 57 (53) (936) (198) Adjusted net income (Non-GAAP) $ 33 $ 10,060 $ 12,510 $ 13,448 $ 22,554 $ 19,218 $ 5,474 Diluted earnings per share (GAAP) (1) $ 0.00 $ 1.00 $ 1.66 $ 1.84 $ 3.46 $ 3.14 $ 1.12 Adjustments for non-recurring charges, net of tax - 0.35 0.02 (0.02) 0.03 0.67 0.17 Adjusted diluted earnings per share (Non-GAAP) (1) $ 0.00 $ 1.35 $ 1.68 $ 1.82 $ 3.49 $ 3.81 $ 1.29 Return on average assets (GAAP) 0.01% 0.33% 0.55% 0.66% 1.39% 1.28% 0.55% Adjustments for non-recurring charges, net of tax 0.00% 0.12% 0.01% -0.01% 0.01% 0.27% 0.09% Adjusted return on average assets (Non-GAAP) 0.01% 0.45% 0.56% 0.65% 1.40% 1.55% 0.64% Average stockholders’ equity (GAAP) (1) $ 204,489 $ 200,676 $ 191,323 $ 182,700 $ 158,460 $ 106,003 $ 76,518 Less: average goodwill and other intangible assets (19,371) (19,391) (19,449) (19,515) (19,588) (12,138) (1,653) Average tangible common equity (Non-GAAP) (1) $ 185,118 $ 181,285 $ 171,874 $ 163,185 $ 138,872 $ 93,865 $ 74,865 Return on average common equity (GAAP) (1) 0.06% 3.73% 6.45% 7.44% 14.11% 14.97% 6.17% Adjustments for non-recurring charges, net of tax 0.00% 1.28% 0.09% -0.08% 0.12% 3.16% 0.98% Adjusted return on average common equity (Non-GAAP) (1) 0.06% 5.01% 6.54% 7.36% 14.23% 18.13% 7.15% Return on average tangible common equity (Non-GAAP) (1) 0.07% 4.13% 7.18% 8.33% 16.10% 16.91% 6.31% Adjustments for non-recurring charges, net of tax 0.00% 1.42% 0.10% -0.09% 0.14% 3.56% 1.00% Adjusted return on average tangible common equity (Non-GAAP) (1) 0.07% 5.55% 7.28% 8.24% 16.24% 20.47% 7.31% As of or For the Three Months Ended As of or For the Years Ended December 31, (dollars i n thousands, except per share data) |
| 30 148, 201, 61 20, 49, 89 Non-GAAP Reconciliation Pre-Provision Net Revenue / Average Assets Note: Ratio as of or for the three months ended December 31st, 2025 is annualized. Non-GAAP Reconciliation Table 12/31/25 2025 2024 2023 2022 2021 2020 Net interest income (GAAP) $ 15,830 $ 60,477 $ 53,092 $ 51,887 $ 61,250 $ 49,650 $ 27,712 Non-interest income (GAAP) 2,765 12,843 15,339 10,691 7,906 5,438 958 Non-interest expense (GAAP) (12,359) (52,984) (47,112) (42,120) (35,189) (32,679) (21,460) Pre-provision net revenue $ 6,236 $ 20,336 $ 21,319 $ 20,458 $ 33,967 $ 22,409 $ 7,210 Pre-provision net revenue (annualized) (Non-GAAP) $ 24,741 $ 20,336 $ 21,319 $ 20,458 $ 33,967 $ 22,409 $ 7,210 Average Assets $ 2,281,350 $2,258,311 $2,233,028 $ 2,065,621 $1,612,660 $1,240,511 $853,454 Net Revenue/average assets (GAAP) 0.02% 0.44% 0.73% 0.89% 1.79% 1.66% 0.69% Pre-provision net revenue/average assets (Non-GAAP) 1.08% 0.90% 0.95% 0.99% 2.11% 1.81% 0.84% As of or For the Three Months Ended As of or For the Years Ended December 31, (dollars i n thousands) |
FAQ
What transaction did Hanover Bancorp (HNVR) announce in this 8-K?
Hanover Bancorp announced completion of a private placement of
What are the interest rate terms of Hanover Bancorp’s new subordinated notes?
The notes bear a fixed 7.25% annual interest rate, paid semi-annually, until
How does Hanover Bancorp intend to use the $35 million note proceeds?
Hanover Bancorp intends to use the net proceeds to redeem
How are Hanover Bancorp’s subordinated notes structured and ranked?
The notes are unsecured, subordinated obligations of Hanover Bancorp only and are not guaranteed by subsidiaries. They are not subject to a sinking fund, not convertible or exchangeable (other than for registered Exchange Notes), and rank junior in right of payment to the company’s current and future senior indebtedness.
When can Hanover Bancorp redeem the new subordinated notes?
Hanover Bancorp may redeem the notes, in whole or in part, on any interest payment date on or after
What rating and regulatory treatment do Hanover Bancorp’s new notes receive?
The subordinated notes received a BBB+ rating from Egan-Jones Ratings Company. They are intended to qualify as Tier 2 capital for Hanover Bancorp’s regulatory capital purposes, potentially strengthening the company’s capital structure and supporting future balance sheet growth at Hanover Community Bank.
Filing Exhibits & Attachments
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