Hanover Bancorp (HNVR) president exit leads CEO Puorro to assume added role

Rhea-AI Filing Summary

Hanover Bancorp, Inc. announced that McClelland “Mac” Wilcox, President of the company and its banking subsidiary, will leave as part of a management restructuring initiative. His last day is expected to be March 31, 2026, under his existing employment agreement.

Subject to signing and not revoking a Transition Agreement and General Release, Mr. Wilcox will receive a severance benefit of approximately $2.15 million under that agreement. The Board has appointed Michael Puorro, currently Chairman and Chief Executive Officer, to also serve as President of both the company and the bank, effective immediately after Mr. Wilcox’s departure.

Insights

Banking governance analyst

Hanover consolidates top roles as its president exits with severance.

Hanover Bancorp is implementing a management restructuring in which President McClelland “Mac” Wilcox will depart around March 31, 2026. The company has agreed to a Transition Agreement and General Release that triggers contractual severance obligations tied to his existing employment agreement.

Subject to those conditions, Mr. Wilcox is entitled to a severance benefit of approximately $2.15 million. The Board simultaneously designated Chairman and CEO Michael Puorro to assume the additional title of President of both the company and the bank, concentrating executive responsibilities in a single leader.

This move simplifies the leadership structure and maintains continuity by expanding Mr. Puorro’s role rather than bringing in an external president. Future company filings may provide more detail on how this restructuring affects strategic priorities and broader executive responsibilities.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

What leadership change did Hanover Bancorp (HNVR) disclose in this 8-K?

Hanover Bancorp reported that President McClelland “Mac” Wilcox will leave the company and Hanover Community Bank in connection with a management restructuring initiative. Chairman and CEO Michael Puorro will assume the additional role of President after Wilcox’s last day of employment.

When is Hanover Bancorp President Mac Wilcox scheduled to leave the company?

Mac Wilcox’s last day with Hanover Bancorp and Hanover Community Bank is expected to be March 31, 2026. The date could be earlier under terms of his Amended and Restated Employment Agreement referenced in the disclosure.

What severance will Mac Wilcox receive from Hanover Bancorp (HNVR)?

Subject to signing and not revoking a Transition Agreement and General Release, Mac Wilcox will be entitled to a severance benefit of approximately $2.15 million. This payment is pursuant to the terms of his existing Amended and Restated Employment Agreement with Hanover Community Bank.

Who will serve as President of Hanover Bancorp after Mac Wilcox departs?

The Board appointed Michael Puorro, currently Chairman and Chief Executive Officer of Hanover Bancorp and Hanover Community Bank, to also serve as President. His appointment becomes effective immediately following Mac Wilcox’s last day of employment with the company and the bank.

Why is Mac Wilcox leaving Hanover Bancorp and Hanover Community Bank?

The company stated that Mac Wilcox is leaving Hanover Bancorp and its subsidiary Hanover Community Bank in connection with a management restructuring initiative. No additional reasons or performance commentary were provided in the disclosure beyond this restructuring context.

Does this Hanover Bancorp 8-K reference Michael Puorro’s background?

Yes. The filing notes that biographical and other information about Michael Puorro is available in Hanover Bancorp’s definitive proxy statement on Schedule 14A filed March 26, 2025, in the section titled “Certain Information About the Board of Directors,” which is incorporated by reference.

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Accepted by SEC EDGAR 02/19/2026 - 04:45 PM Learn about SEC filing dates

Hanover Bancorp, Inc. /MD0001828588false00018285882026-02-122026-02-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2026

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HANOVER BANCORP, INC.

(Exact name of registrant as specified in its charter)

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Maryland	001-41384	81-3324480
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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80 East Jericho Turnpike, Mineola, New York	11501
(Address of principal executive offices)	(Zip Code)

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Registrant’s telephone number, including area code: (516) 548-8500

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading symbol	Name of each exchange on which registered
Common stock	HNVR	NASDAQ

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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 ☒

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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. ☐

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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On February 12, 2026, the Board of Directors of Hanover Bancorp, Inc. (the “Company”) and its wholly-owned bank subsidiary, Hanover Community Bank (the “Bank”), approved a Transition Agreement and General Release for McClelland “Mac” Wilcox, President of the Company and the Bank.  Mr. Wilcox will be leaving the Company and the Bank in connection with a management restructuring initiative.  Mr. Wilcox’s last day with the Company and the Bank will be March 31, 2026, unless sooner under the terms of the Amended and Restated Employment Agreement by and between Mr. Wilcox and the Bank, dated as of April 27, 2023 (“Employment Agreement”).

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Subject to the execution and non-revocation of the Transition Agreement and General Release, Mr. Wilcox will be entitled to a severance benefit in the amount of approximately $2.15 million pursuant to terms of his Employment Agreement.

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On February 12, 2026, the Company’s Board of Directors appointed Michael Puorro, the Chairman and Chief Executive Officer of the Company and the Bank, as the President of the Company and the Bank, effective immediately following Mr. Wilcox’s last day of employment.  Biographical and other information about Mr. Puorro can be found in the section of the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 26, 2025, titled “Certain Information About the Board of Directors,” which is incorporated herein by reference.

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SIGNATURE

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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.

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​	​	HANOVER BANCORP, INC.
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Date: February 19, 2026	​	By:	/s/ Lance P. Burke
​	​	​	Lance P. Burke
​	​	​	Senior Executive Vice President & Chief Financial Officer
​	​	​	(Principal Financial Officer)
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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 15.5 KB
• EX-101 EX-101.PRE 10.1 KB