Hanover Bancorp (HNVR) officer reports tax-withholding stock dispositions, not sales

Rhea-AI Filing Summary

Hanover Bancorp (HNVR) insider activity centers on tax-related share dispositions, not open-market selling. First Senior Vice President and Chief Accounting Officer Lisa A. Diiorio used three small blocks of common stock on February 20, 2026 to cover tax withholding triggered by vesting of prior restricted stock awards. These tax-withholding dispositions, all coded as transaction type “F,” relate to grants made in 2025, 2024, and 2022. After these transactions, she directly owned 15,778 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^*

Diiorio Lisa A

(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)
	FSVP & Chief Accounting Off.

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		76(1)	D	$21.98	16,289	D
Common Stock	02/20/2026		F		83(2)	D	$21.98	16,206	D
Common Stock	02/20/2026		F		428(3)	D	$21.98	15,778	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 19, 2024.

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 27, 2022.

	/s/ Lisa A. DiIorio	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did HNVR officer Lisa Diiorio report on February 20, 2026?

Lisa Diiorio reported three small dispositions of Hanover Bancorp common stock on February 20, 2026. All were coded as tax-withholding transactions tied to vesting restricted stock awards, rather than discretionary open-market sales, and were executed at a reported price of $21.98 per share.

Were the HNVR Form 4 transactions open-market sales or tax withholding events?

The Form 4 transactions were tax-withholding dispositions, not open-market sales. Each was coded “F,” indicating shares were delivered to satisfy tax liabilities arising from restricted stock vesting, consistent with footnotes referencing grants made in 2025, 2024, and 2022.

How many Hanover Bancorp shares does Lisa Diiorio own after these Form 4 transactions?

After the February 20, 2026 tax-withholding dispositions, Lisa Diiorio directly owned 15,778 shares of Hanover Bancorp common stock. This post-transaction balance reflects all three reported “F” code transactions and represents her remaining direct ownership position following the vesting-related tax events.

What prior equity awards are referenced in the HNVR Form 4 footnotes?

The footnotes reference restricted stock grants dated January 29, 2025, January 19, 2024, and January 27, 2022. Shares disposed on February 20, 2026 were withheld to cover taxes on restricted shares that vested the same day under each of these prior awards.

Does the HNVR Form 4 suggest any change in control or voting power for Lisa Diiorio?

The Form 4 describes routine tax-withholding dispositions and indicates direct ownership of Hanover Bancorp shares by Lisa Diiorio. There is no indication of separate entities holding the shares or disclaimers of beneficial ownership; the transactions simply adjust her direct holdings after vesting.