Hanover Bancorp CEO covers taxes with share disposal

Hanover Bancorp, Inc. Chairman and CEO Michael P. Puorro reported multiple tax-related share dispositions of common stock.

Rhea-AI Filing Summary

Hanover Bancorp, Inc. Chairman and CEO Michael P. Puorro reported multiple tax-related share dispositions of common stock. On February 20, 2026, he delivered an aggregate of 4,383 shares at $21.98 per share to cover tax withholding on vested restricted stock.

The restricted shares that vested on that date came from prior grants made on January 27, 2022, January 24, 2023, January 19, 2024, and January 29, 2025. After these transactions, Puorro directly owned 321,663 Hanover Bancorp common shares.

Insider Trade Summary

Exercise Price or Tax Liability: 4,383 shares

Exercise Price or Tax Liability 4 txns

Insider PUORRO MICHAEL P

Role Chairman & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	673	$21.98	$15K
Exercise Price or Tax Liability	Common Stock	680	$21.98	$15K
Exercise Price or Tax Liability	Common Stock	814	$21.98	$18K
Exercise Price or Tax Liability	Common Stock	2,216	$21.98	$49K

Holdings After Transaction: Common Stock — 321,663 shares (Direct)

Footnotes (4)

1. F1. Reflects tax withholding on February 20, 2026 with respect to restricted shares vested on the same date, pursuant a grant of restricted stock on January 29, 2025.
2. F2. Reflects tax withholding on February 20, 2026 with respect to restricted shares vested on the same date, pursuant a grant of restricted stock on January 24, 2023.
3. F3. Reflects tax withholding on February 20, 2026 with respect to restricted shares vested on the same date, pursuant a grant of restricted stock on January 19, 2024.
4. F4. Reflects tax withholding on February 20, 2026 with respect to restricted shares vested on the same date, pursuant a grant of restricted stock on January 27, 2022.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Hanover Bancorp (HNVR) report in this Form 4 filing?

Hanover Bancorp reported that Chairman and CEO Michael P. Puorro disposed of shares to cover tax withholding. On February 20, 2026, he delivered vested restricted stock shares to satisfy tax obligations, rather than executing an open-market sale transaction.

How many Hanover Bancorp (HNVR) shares were disposed of for taxes?

Michael P. Puorro disposed of a total of 4,383 Hanover Bancorp common shares. These were delivered at a price of $21.98 per share in several Form 4 line items, all classified as tax-withholding dispositions related to vested restricted stock awards.

At what price were the Hanover Bancorp (HNVR) shares used for tax withholding valued?

Each reported disposition used a price of $21.98 per Hanover Bancorp common share. This single price applies across all four tax-withholding transactions recorded on February 20, 2026, in connection with the vesting of restricted stock grants.

How many Hanover Bancorp (HNVR) shares does the CEO own after these transactions?

After the tax-withholding dispositions, Michael P. Puorro directly owns 321,663 Hanover Bancorp common shares. This post-transaction ownership figure is shown in the final line item of the Form 4 and reflects his remaining direct equity stake.

Why were Hanover Bancorp (HNVR) shares disposed of in this Form 4 instead of sold on the market?

The Form 4 describes the transactions as tax-withholding dispositions, not open-market sales. Shares were delivered to cover tax liabilities triggered when restricted stock vested, consistent with the code F designation for payment of tax obligations using shares.

Which restricted stock grants led to the Hanover Bancorp (HNVR) tax-withholding dispositions?

Footnotes state the tax-withholding related to restricted shares that vested on February 20, 2026. Those vested shares came from grants awarded on January 27, 2022, January 24, 2023, January 19, 2024, and January 29, 2025 to Michael P. Puorro.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/24/2026 - 12:22 PM Learn about SEC filing dates

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^*

PUORRO MICHAEL 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. /MD [ HNVR ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		673(1)	D	$21.98	325,373	D
Common Stock	02/20/2026		F		680(2)	D	$21.98	324,693	D
Common Stock	02/20/2026		F		814(3)	D	$21.98	323,879	D
Common Stock	02/20/2026		F		2,216(4)	D	$21.98	321,663	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 February 20, 2026 with respect to restricted shares vested on the same date, pursuant a grant of restricted stock on January 29, 2025.

2. Reflects tax withholding on February 20, 2026 with respect to restricted shares vested on the same date, pursuant a grant of restricted stock on January 24, 2023.

3. Reflects tax withholding on February 20, 2026 with respect to restricted shares vested on the same date, pursuant a grant of restricted stock on January 19, 2024.

4. Reflects tax withholding on February 20, 2026 with respect to restricted shares vested on the same date, pursuant a grant of restricted stock on January 27, 2022.

	/s/ Michael P. Puorro	02/24/2026
	** 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.