Hanover Bancorp (HNVR) CFO uses stock to cover tax withholding

Rhea-AI Filing Summary

Hanover Bancorp, Inc. Senior Executive Vice President and Chief Financial Officer Lance P. Burke reported several small dispositions of common stock on February 20, 2026. Each transaction was coded "F" and represents shares withheld at $21.98 per share to cover tax obligations when previously granted restricted stock vested. These are administrative tax-withholding dispositions rather than open-market sales, and Burke continues to hold a direct ownership position in Hanover Bancorp common stock after these transactions.

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^*

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. /MD [ HNVR ]

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

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

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		187(1)	D	$21.98	28,955	D
Common Stock	02/20/2026		F		220(2)	D	$21.98	28,735	D
Common Stock	02/20/2026		F		232(3)	D	$21.98	28,503	D
Common Stock	02/20/2026		F		572(4)	D	$21.98	27,931	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 24, 2023.

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 29, 2025.

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/ Lance P. Burke	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 did Hanover Bancorp (HNVR) disclose about CFO Lance Burke’s shares?

Hanover Bancorp reported that CFO Lance P. Burke had several common stock dispositions on February 20, 2026. These were tax-withholding transactions tied to vesting restricted stock, not open-market sales, and he retained a direct shareholding afterward.

Were the Hanover Bancorp (HNVR) insider transactions open-market sales?

No. The Form 4 shows code "F" transactions, which are tax-withholding dispositions. Shares were delivered at $21.98 per share to satisfy tax liabilities on vesting restricted stock, rather than being sold in ordinary market trading.

How were the Hanover Bancorp (HNVR) tax-withholding shares priced?

Each reported disposition of Hanover Bancorp common stock used a transaction price of $21.98 per share. This price was applied across multiple small blocks of shares withheld to cover income taxes on restricted stock that vested the same day.

Why did Hanover Bancorp’s CFO dispose of HNVR shares in February 2026?

The dispositions reflect shares withheld for taxes when previously granted restricted stock vested on February 20, 2026. Footnotes link each block to specific grant dates in 2022, 2023, 2024, and 2025, confirming an administrative tax-withholding purpose.

Does Hanover Bancorp’s CFO still own HNVR shares after these transactions?

Yes. After the final reported tax-withholding disposition, the Form 4 shows that Lance P. Burke continued to hold Hanover Bancorp common stock directly. The filing lists remaining directly owned shares following the last February 20, 2026 transaction.

What types of Hanover Bancorp (HNVR) awards were involved in these Form 4 entries?

The transactions relate to restricted stock awards granted in January 2022, 2023, 2024, and 2025. On February 20, 2026, shares from these grants vested, and a portion of the vested shares was withheld to satisfy associated tax obligations.