Welcome to our dedicated page for Hanover Bancorp SEC filings (Ticker: HNVR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Hanover Bancorp, Inc. filings document the regulatory record of a Maryland bank holding company and its Hanover Community Bank subsidiary. Recent 8-Ks furnish quarterly and annual operating results, investor presentations under Regulation FD, management and compensation matters, and material agreements related to fixed-to-floating subordinated notes due 2036.
Proxy materials describe annual meeting votes, director elections, equity incentive plan approval, auditor ratification, board governance, executive compensation, and shareholder voting procedures.
Hanover Bancorp, Inc. executive Lisa A. Diiorio exercised stock options and had shares withheld for taxes. On May 1, 2026, she exercised 6,000 shares of common stock at $13.00 per share through a derivative exercise.
On the same date, 3,879 shares of common stock were disposed of at $23.72 per share as a tax-withholding disposition, meaning the shares covered tax obligations rather than being sold on the open market. After these transactions, she directly owned 17,899 shares of Hanover Bancorp common stock, and the stock options referenced in the footnote were fully exercised.
Hanover Bancorp, Inc. reported first-quarter 2026 net income of $1.9 million, or $0.25 per diluted share, up from $1.5 million, or $0.20, a year earlier. Adjusted non-GAAP net income was $4.0 million, or $0.54 per diluted share, versus $4.1 million, or $0.55, in first-quarter 2025.
Results were driven by stronger core banking performance. Net interest income rose to $16.4 million, an 11.85% increase, as net interest margin expanded to 2.96% from 2.68%, helped by a lower cost of interest-bearing liabilities. Non-interest income declined, mainly from lower gains on loan sales, and expenses included $2.3 million of severance tied to a leadership transition.
Total assets were $2.37 billion and deposits $2.02 billion at March 31, 2026. Credit quality remained stable, with non-performing loans at 1.23% of total loans, or 0.89% excluding SBA-guaranteed amounts. The company issued $35 million of subordinated notes at 7.25% and plans to redeem $25 million of higher-cost subordinated notes, and declared a $0.10 per share quarterly dividend payable May 18, 2026.
Hanover Bancorp, Inc. is asking shareholders to vote at a fully virtual annual meeting on May 28, 2026, with 7,156,661 common shares entitled to one vote each as of April 8, 2026.
Shareholders will elect three directors, approve the nonbinding ratification of the independent auditor, and vote on the new 2026 Equity Incentive Plan, which would authorize 270,289 shares for future equity awards, replacing the 2018 and 2021 plans. Directors and executive officers as a group beneficially own 1,811,734 shares, or 24.38% of the company, and several institutional investors each hold more than 5%.
The proxy details a largely independent board, key committees, and a pay‑for‑performance program. In 2025, CEO Michael P. Puorro’s total compensation was $1,499,882 on a $716,000 base salary, with performance-based annual incentives and long-term equity awards, plus a change-in-control package estimated at about $4.0 million at the year-end share price. A separate change-in-control agreement could provide about $637,000 to Executive Vice President and Chief Lending Officer Joseph F. Burns.
Hanover Bancorp, Inc. (HNVR) officer Michael Patrick Locorriere filed an initial ownership report showing he directly holds 30,990 shares of Common Stock. This amount includes 5,943 shares of restricted stock that are subject to vesting terms, meaning a portion of his stake will vest over time.
Hanover Bancorp, Inc., the parent of Hanover Community Bank, reports a community banking franchise focused on the New York metro area. As of December 31, 2025, it had $2.38 billion in total assets, $2.00 billion in total loans, $2.03 billion in deposits and $200.3 million in stockholders’ equity.
The bank emphasizes real estate and small business lending, with a large share of loans secured by New York–area properties, including one‑ to four‑family mortgages, commercial real estate and multifamily housing. It also originates SBA and municipal banking business, holding $700.7 million in municipal deposits at a 3.01% weighted average rate.
The filing highlights risks from economic concentration in the New York region, extensive exposure to commercial and residential real estate, interest rate volatility, reliance on wholesale and government-backed funding, and regulatory and compliance demands. It also notes specific sensitivities around rent-regulated multifamily assets and non‑conforming mortgage products.
Hanover Bancorp, Inc. completed a private placement of $35.0 million in 7.25% fixed-to-floating rate subordinated notes due 2036 sold at 100% of face value to qualified institutional buyers and accredited investors. The notes pay a fixed 7.25% coupon, semi-annually, until March 15, 2031, then reset quarterly to three-month SOFR (not below zero) plus 386 basis points, paid quarterly.
The company plans to use the proceeds to repay $25 million of existing subordinated notes and for general corporate purposes, including equity contributions to Hanover Community Bank. The notes are unsecured, subordinated obligations intended to qualify as Tier 2 capital, carry a BBB+ rating, and are redeemable by the company on interest payment dates on or after March 15, 2031, subject to regulatory approval.
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.
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.
Hanover Bancorp, Inc. executive Joseph F. Burns, EVP & Chief Lending Officer, reported a small share disposition tied to taxes rather than an open-market trade. On February 20, 2026, 188 shares of common stock were withheld at $21.98 per share to cover tax obligations on restricted stock that vested the same day. After this tax-withholding disposition, he directly owned 11,505 common shares.
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.