Hanover Bancorp (HNVR) Form 4: EVP & CFO Lance P. Burke reported a Code F withholding transaction on 1 Aug 2025 related to the vesting of prior-granted restricted stock. The company withheld 540 common shares at an average price of $20.81 to satisfy payroll-tax obligations, reducing Burke’s direct holdings from 26,497 to 25,957 shares. No open-market buying or selling occurred; the shares were automatically surrendered to the issuer, so the transaction does not reflect a discretionary investment view. Following the withholding, Burke retains an equity stake worth roughly $540k at the reported price, continuing to align his interests with shareholders.
The filing is routine, signals no change in corporate outlook, and involves fewer than 0.1 % of HNVR’s ~9.9 m shares outstanding. Liquidity or control implications are negligible.
Hanover Bancorp (NASDAQ: HNVR) filed an 8-K announcing completion of a re-incorporation merger, shifting its legal domicile from New York to Maryland on June 25 2025.
Key highlights:
- Each outstanding common and Series A preferred share converted 1-for-1 into equivalent Maryland-issued shares; trading continues under HNVR on Nasdaq starting June 26.
- Authorized capital unchanged at 17 million common and 15 million preferred shares; all options and warrants converted proportionally.
- All assets, liabilities, directors and officers carried over; SEC reporting continues.
- Corporate governance now falls under the Maryland General Corporation Law; new Articles & Bylaws filed as Exhibits 3.1-3.2.
- Transaction approved by shareholders on Jan 23 2024 and boards on Dec 20 2023 & Jun 25 2025; exempt from Securities Act registration via Rule 145(a)(2).
The filing triggers Items 1.01, 2.01, 3.03 and 5.03, marking a governance change without altering economic rights or financial condition.