Hanover Bancorp (HNVR) president has 3,401 shares withheld for taxes

Rhea-AI Filing Summary

Hanover Bancorp, Inc. president Wilcox McClelland W reported tax-related dispositions of company stock. On February 20, 2026, a total of 3,401 shares of common stock were withheld at $21.98 per share to cover taxes on vested restricted stock grants from 2022–2025. After these tax-withholding transactions, he directly owned 97,697 shares of Hanover Bancorp common stock.

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

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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^*

Wilcox McClelland W

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

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		421(1)	D	$21.98	100,677	D
Common Stock	02/20/2026		F		536(2)	D	$21.98	100,141	D
Common Stock	02/20/2026		F		624(3)	D	$21.98	99,517	D
Common Stock	02/20/2026		F		1,820(4)	D	$21.98	97,697	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/ McClelland W. Wilcox	02/23/2026
	** 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).
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FAQ

What insider activity did Hanover Bancorp (HNVR) report for its president?

Hanover Bancorp’s president reported tax-withholding share dispositions. On February 20, 2026, 3,401 common shares were withheld to satisfy tax liabilities on vested restricted stock, leaving him with 97,697 shares owned directly after the transactions.

How many Hanover Bancorp (HNVR) shares were withheld for taxes in this Form 4?

A total of 3,401 Hanover Bancorp shares were withheld. The Form 4 lists four tax-withholding transactions, each at $21.98 per share, tied to vesting of restricted stock granted between January 2022 and January 2025.

Did the Hanover Bancorp (HNVR) president sell shares in the open market?

The transactions reflect tax withholding, not open-market sales. Code F indicates shares were delivered to cover exercise price or tax liability when restricted stock vested on February 20, 2026, rather than discretionary selling into the market.

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

The president directly owns 97,697 Hanover Bancorp shares after the filings. The final line of the reported transactions shows total shares following the tax-withholding dispositions, indicating his updated direct common stock holdings.

What does transaction code F mean in the Hanover Bancorp (HNVR) Form 4?

Code F marks a tax-withholding or exercise-price payment using shares. In this Form 4, each transaction labeled F represents common stock withheld at $21.98 per share to satisfy tax obligations on restricted shares that vested on February 20, 2026.