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Hanover Bancorp, Inc. is registering up to $35,000,000 aggregate principal amount of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036 for an exchange offer to register previously issued private-placement notes. The exchange offer will not raise cash and will exchange New Notes for Old Notes on a like-for-like basis.
The New Notes bear 7.25% fixed interest through March 15, 2031, then reset to a floating rate expected to be Three-Month Term SOFR plus 386 basis points, mature March 15, 2036, and are subordinated obligations of the holding company. As of March 31, 2026, consolidated totals included $2.37 billion total assets and $201.4 million stockholders’ equity.
Hanover Bancorp director Robert Golden reported an open-market sale of 1,847 shares of Common Stock at $23.101 per share on June 2, 2026. Following this transaction, he directly holds 28,341 Hanover Bancorp shares.
In addition to his direct holdings, the filing lists significant indirect ownership through various trusts and related entities. These include 195,358 shares in trusts for his benefit, 80,769 shares in trusts for a sibling where he is trustee, 42,771 shares held by a limited liability company he controls, and additional blocks held by his spouse and in trusts for his descendants and children.
Hanover Bancorp, Inc. filed a current report describing that on June 4, 2026 its representatives will present information to various investors using slides attached as Exhibit 99.1, titled “Investor Presentation.”
The company notes this information is being furnished under Regulation FD as Item 7.01, not filed, and will only be incorporated into future Securities Act registration statements if specifically identified. Hanover Bancorp also states the furnished materials are not necessarily material or complete, and that investors should not rely solely on this information when making investment decisions.
Hanover Bancorp, Inc. director Robert Golden reported an open-market sale of 1,514 shares of common stock on May 29, 2026 at an average price of $23.7073 per share. After this sale, he directly held 30,188 shares of Hanover Bancorp common stock.
Golden also reported several indirect holdings. These include shares held in trusts for his benefit, for the benefit of his spouse, children, and sibling, as well as shares held by a limited liability company controlled by him and by his spouse individually, as described in the footnotes.
Hanover Bancorp, Inc. reported the results of its annual shareholder meeting held on May 28, 2026. Shareholders approved the Hanover Bancorp, Inc. 2026 Equity Incentive Plan, which will be used to grant stock-based awards to directors, executives, and employees under terms described in the April 23, 2026 proxy statement.
Shareholders also elected three directors. Michael Katz received 4,651,759 votes for and 174,675 withheld; John R. Sorrenti received 4,769,855 for and 56,579 withheld; and Philip Okun received 4,642,366 for and 184,068 withheld, with additional broker non-votes reported on the proposals.
Hanover Bancorp, Inc. director Robert Golden reported an open-market sale of 1,295 shares of common stock at $23.5298 per share. These shares were sold from his direct holdings.
After the sale, he directly owns 31,702 common shares. The filing also details substantial additional indirect holdings through various trusts, a limited liability company, and shares held by his spouse and family members.
Hanover Bancorp, Inc. director Robert Golden reported open-market sales of company common stock. He sold a total of 3,271 shares in two transactions: 2,259 shares at a weighted average price of about $22.79 per share and 1,012 shares at about $23.01 per share. After these sales, he directly holds 32,997 shares. The filing also reports substantial indirect holdings in various trusts and entities associated with him and his family, including 195,358 shares in trusts for his benefit and additional large positions held for his spouse, children, and sibling, indicating the sales represent a small portion of his overall economic exposure to Hanover Bancorp.
Hanover Bancorp Inc ownership update: AllianceBernstein L.P. reports beneficial ownership of 317,382 shares of Common Stock, representing 4.4% of the class as of 03/31/2026. The shares are held solely for investment purposes on behalf of client discretionary advisory accounts, with AllianceBernstein claiming sole voting and dispositive power over the shares.
Hanover Bancorp, Inc. director Robert Golden exercised stock options to acquire 10,000 shares of Common Stock on May 6, 2026 at $13.00 per share. Following the exercise, he directly holds 36,268 Common Stock shares, and the exercised Stock Options balance decreased to zero.
The filing also lists significant indirect holdings, including 195,358 shares in trusts for his benefit where his spouse is a trustee, 80,769 shares in trusts for a sibling where he is a trustee, 42,771 shares held by a limited liability company he controls, and additional shares held in various trusts and by his spouse and children.
Hanover Bancorp, Inc. reported Q1 2026 net income of $1.874 million, up from $1.521 million in Q1 2025, with basic and diluted EPS of $0.25 versus $0.20.
Total assets were $2.37 billion, loans were $1.99 billion and deposits $2.02 billion as of March 31, 2026. Net interest income rose to $16.36 million as interest expense declined, while non-interest income softened on lower gains on loan sales.
Asset quality remained manageable: the allowance for credit losses was $19.15 million, with nonaccrual loans of $24.6 million. The Bank stayed well capitalized, with a common equity Tier 1 ratio of 13.32%. During the quarter the company restructured $60.3 million of FHLB advances at lower rates and issued $35 million of new subordinated notes, while also recording a Board-approved severance payment of approximately $2.15 million to its former President.