[Form 4] Hanover Bancorp, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Hanover Bancorp (HNVR) Form 4: EVP & CFO Lance P. Burke reported a Code F withholding transaction on 1 Aug 2025 related to the vesting of prior-granted restricted stock. The company withheld 540 common shares at an average price of $20.81 to satisfy payroll-tax obligations, reducing Burke’s direct holdings from 26,497 to 25,957 shares. No open-market buying or selling occurred; the shares were automatically surrendered to the issuer, so the transaction does not reflect a discretionary investment view. Following the withholding, Burke retains an equity stake worth roughly $540k at the reported price, continuing to align his interests with shareholders.

The filing is routine, signals no change in corporate outlook, and involves fewer than 0.1 % of HNVR’s ~9.9 m shares outstanding. Liquidity or control implications are negligible.

Positive

• CFO retains 25,957 shares, maintaining meaningful insider ownership and alignment with shareholders.

Negative

• 540 shares surrendered slightly reduces insider stake, but the amount is immaterial.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; immaterial share reduction, insider still holds sizable stake—impact neutral.

Code F signals mandatory surrender of shares for taxes on a 2021 RSU grant rather than an elective sale. The 540-share decrement represents roughly 2 % of Burke’s personal position and an immaterial 0.005 % of the public float. Because no open-market activity or price discovery occurred, the event should not influence valuation or sentiment. Continued ownership of ~26k shares by the CFO supports long-term alignment, while the $20.81 value provides a rough reference for the stock’s recent trading range. Overall market impact is de minimis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Burke Lance P

(Last) (First) (Middle)

C/O HANOVER BANCORP, INC.

80 EAST JERICHO TURNPIKE

(Street)

MINEOLA NY 11501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hanover Bancorp, Inc. /NY [ HNVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/01/2025		F		540(1)	D	$20.81	25,957	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects tax withholding on August 1, 2025 with respect to restricted shares vested on the same date, pursuant a grant of restricted stock on August 1, 2021.

	/s/ Gregory Krauss POA	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Hanover Bancorp (HNVR) report in the latest Form 4?

EVP & CFO Lance P. Burke surrendered 540 shares for tax withholding tied to vested RSUs on 1 Aug 2025.

Was the Form 4 transaction an open-market sale?

No. The transaction code is F, indicating shares were withheld by the issuer to cover taxes, not sold on the open market.

How many HNVR shares does the CFO own after the transaction?

Burke directly owns 25,957 common shares following the withholding.

Does the filing signal any change in Hanover Bancorp’s outlook?

The filing is routine and does not provide information about operational or financial outlook.

What percentage of outstanding shares were involved?

The 540 shares equal roughly 0.005 % of HNVR’s ~9.9 million shares outstanding—immaterial to float.