Filing Analysis
Hanover Bancorp, Inc. announced that its Board of Directors has approved a new share repurchase program. The program allows for the repurchase of up to 370,000 shares, representing approximately 5% of the company's outstanding common stock.
📋 Key Facts
- Board approved a new Share Repurchase Program on August 26, 2026.
- The program is authorized for up to 370,000 shares, or ~5% of outstanding common stock.
- The program is set to expire on August 17, 2027.
- Repurchases will commence once the previous program (approved Oct 5, 2023) is exhausted.
- Repurchases may be conducted via open market, private transactions, or Rule 10b5-1 trading plans.
Hanover Bancorp, Inc. has filed an 8-K to announce its financial results for the three and six months ended June 30, 2026. The filing serves as a formal announcement of quarterly earnings performance.
📋 Key Facts
- Company announced financial results for the three and six months ended June 30, 2026.
- The announcement was made via press release on July 23, 2026.
- Information is furnished under General Instruction B.2 of Form 8-K and not filed for purposes of Section 18 liability.
Hanover Bancorp, Inc. announced the appointment of Kevin O’Connor as President of the Company and its subsidiary, Hanover Community Bank, effective July 27, 2026.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Kevin O’Connor appointed President of Hanover Bancorp, Inc. and Hanover Community Bank.
- Effective date: July 27, 2026.
- O'Connor previously served as CEO of Dime Community Bank (following a merger) and President/CEO of Bridgehampton National Bank.
- Compensation includes an annual base salary, short-term and long-term incentive compensation, and an initial restricted stock award of 10,000 shares vesting over five years.
Hanover Bancorp, Inc. filed an 8-K to furnish an investor presentation delivered to various investors on June 4, 2026. The filing is a routine Regulation FD disclosure to ensure equal access to information presented in the accompanying slides.
📋 Key Facts
- The company presented information to investors on June 4, 2026.
- The presentation materials are attached as Exhibit 99.1.
- The filing was signed by Lance P. Burke, Senior Executive Vice President and CFO.
Hanover Bancorp reported the results of its annual shareholder meeting held on May 28, 2026. Shareholders approved the 2026 Equity Incentive Plan, elected three directors for three-year terms, and ratified the appointment of Crowe LLP as the independent auditor.
📋 Key Facts
- Annual meeting held on May 28, 2026.
- The 2026 Equity Incentive Plan was approved with 4,755,228 votes FOR and 27,522 AGAINST.
- Directors Michael Katz, John R. Sorrenti, and Philip Okun were elected for three-year terms.
- Crowe LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 5,725,927 votes FOR.
Hanover Bancorp, Inc. announced its financial results for the first quarter ended March 31, 2026, via a press release. The filing serves as a standard quarterly earnings disclosure required by the SEC.
📋 Key Facts
- The report was filed on April 27, 2026.
- The financial results cover the three-month period ended March 31, 2026.
- The information was furnished under Item 2.02 (Results of Operations and Financial Condition).
- The full press release is included as Exhibit 99.1.
Hanover Bancorp, Inc. completed a private placement of $35 million in 7.25% Fixed-to-Floating Rate Subordinated Notes due 2036. The company intends to use the proceeds to repay existing indebtedness and for general corporate purposes, with the notes qualifying as Tier 2 capital.
🚩 Red Flags
- Creation of a significant $35 million direct financial obligation.
- Multiple 8-K items (1.01, 2.03, 7.01) triggered in a single filing.
📋 Key Facts
- Issued $35.0 million in aggregate principal amount of Subordinated Notes on March 12, 2026.
- Notes carry a fixed interest rate of 7.25% until March 15, 2031, then reset to three-month SOFR plus 386 basis points.
- The notes mature on March 15, 2036, and are unsecured and subordinated to senior indebtedness.
- The offering was conducted as a private placement under Section 4(a)(2) and Regulation D.
- The notes are intended to qualify as Tier 2 capital for regulatory capital purposes.
Hanover Bancorp's President McClelland "Mac" Wilcox is departing as part of a management restructuring, with a last day of March 31, 2026, and a severance package of approximately $2.15 million. CEO and Chairman Michael Puorro will absorb the President role, consolidating top leadership into a single executive.
🚩 Red Flags
- $2.15 million severance is a significant cash outflow for a micro-cap community bank
- Consolidation of Chairman, CEO, and President roles into a single individual (Puorro) weakens governance checks and balances
- Vague 'management restructuring initiative' language — no specifics on strategic rationale or broader scope of restructuring
- Departure framed as restructuring rather than voluntary resignation may indicate internal friction or performance concerns
📋 Key Facts
- President McClelland 'Mac' Wilcox departing effective March 31, 2026 (or sooner per employment agreement terms)
- Departure characterized as part of a 'management restructuring initiative'
- Severance benefit of approximately $2.15 million pursuant to his Employment Agreement dated April 27, 2023
- Severance contingent on execution and non-revocation of Transition Agreement and General Release
- Michael Puorro, current Chairman & CEO, appointed as President effective immediately following Wilcox's departure
- Company is a NASDAQ-listed emerging growth company (ticker: HNVR)
- Headquartered in Mineola, New York; wholly-owned subsidiary is Hanover Community Bank
- Filing signed by CFO Lance P. Burke on February 19, 2026
Hanover Bancorp, Inc. filed an 8-K to announce its financial results for the three months and fiscal year ended December 31, 2025.
📋 Key Facts
- Report date: January 29, 2026
- Reporting period: Three months and full year ended December 31, 2025
- The filing is a standard earnings release (Item 2.02)
- Information was 'furnished' rather than 'filed', limiting liability under Section 18 of the Exchange Act
Hanover Bancorp, Inc. filed an 8-K to announce that representatives will present investor information via a slide presentation on November 11, 2025, pursuant to Regulation FD.
📋 Key Facts
- The filing is for Item 7.01 (Regulation FD Disclosure) and Item 9.01 (Financial Statements and Exhibits).
- An investor presentation was attached as Exhibit 99.1.
- The information provided under Item 7.01 is being furnished, not filed, per Regulation FD requirements.
Hanover Bancorp, Inc. filed an 8-K to announce its earnings results for the period ended September 30, 2025. The filing serves as a formal announcement of the company's quarterly financial performance.
📋 Key Facts
- Earnings release announced on October 30, 2025, for the period ending September 30, 2025.
- The information is furnished under General Instruction B.2. and is not considered 'filed' for liability purposes.
- Company is an emerging growth company.
Hanover Bancorp, Inc. filed an 8-K to provide investor presentation slides under Regulation FD. The company intends to present this information to various investors on September 4, 2025.
📋 Key Facts
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
- Information is being furnished, not filed, meaning it will not be incorporated by reference into registration statements unless specifically identified.
- An investor presentation was attached as Exhibit 99.1.
- The report was signed by Lance P. Burke, EVP & CFO.
Hanover Bancorp, Inc. has filed an 8-K to announce its earnings results for the period ended June 30, 2025. The filing serves as a formal announcement of the company's financial performance via a press release.
📋 Key Facts
- Earnings results announced on July 23, 2025, for the period ending June 30, 2025.
- The report was signed by Lance P. Burke, Executive Vice President & Chief Financial Officer.
- The company is classified as an 'emerging growth company' under SEC rules.
Hanover Bancorp, Inc. completed a reincorporation merger to change its legal domicile from New York to Maryland. The transaction is a structural reorganization that does not materially alter the rights of stockholders or the company's business operations.
🚩 Red Flags
- None identified; this is a standard administrative reincorporation.
📋 Key Facts
- Reincorporation Merger effective as of June 25, 2025.
- Company changed domicile from New York (NYBCL) to Maryland (MGCL).
- The surviving corporation continues all previous rights, assets, liabilities, and obligations of the parent company.
- Share conversion: Each outstanding share of Parent Common/Preferred stock was converted 1-for-1 into Company Common/Preferred stock.
- The merger is intended to be a reorganization under Section 368(a)(1) of the Internal Revenue Code.
- Authorized capital remains unchanged at 17,000,000 shares of common stock and 15,000,000 shares of preferred stock.
Hanover Bancorp, Inc. has filed an 8-K to provide investor presentation materials under Regulation FD. The company intends to present this information to various investors on June 18, 2025.
📋 Key Facts
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
- The registrant will present investor slides (Exhibit 99.1) to various investors on June 18, 2025.
- Information provided under Item 7.01 is furnished, not filed, meaning it cannot be incorporated by reference into registration statements unless specifically identified.
Hanover Bancorp, Inc. held its Annual Meeting of Shareholders on April 30, 2025. The meeting resulted in the successful election of four directors and the ratification of Crowe LLP as the company's independent auditor for 2025.
📋 Key Facts
- Annual Meeting held on April 30, 2025.
- Record date for voting was March 11, 2025, with 7,200,883 shares outstanding.
- Quorum reached with 5,878,657 shares represented in person or by proxy.
- Four directors elected: Michael P. Puorro, Metin Negrin, Elena Sisti, and Michael Thaden.
- Ratification of Crowe LLP as the independent registered public accounting firm for 2025 was approved with 5,463,294 votes in favor.
Hanover Bancorp, Inc. announced its quarterly earnings results for the period ended March 31, 2025. The filing serves as a formal notice of the release of financial performance data via an attached press release.
📋 Key Facts
- Earnings announcement date: April 23, 2025
- Reporting period end date: March 31, 2025
- The filing includes Exhibit 99.1 (Press Release) and Exhibit 104 (Interactive Data File).
Hanover Bancorp, Inc. filed an 8-K to disclose the furnishing of investor presentation materials under Regulation FD. The company is presenting information to various investors on February 25, 2025.
📋 Key Facts
- The filing was made on February 25, 2025.
- Information is being furnished pursuant to Item 7.01 (Regulation FD Disclosure).
- An investor presentation was attached as Exhibit 99.1.
- The registrant is an emerging growth company.
Hanover Bancorp, Inc. announced its financial results for the fiscal period ended December 31, 2024. The filing serves as a formal announcement of earnings via an attached press release.
📋 Key Facts
- Earnings report released on January 29, 2025, for the period ending December 31, 2024.
- The company is classified as an 'emerging growth company'.
- Financial results were furnished via Exhibit 99.1.
Hanover Bancorp, Inc. announced its earnings results for the third quarter ended September 30, 2024. The filing serves as a formal announcement of the release of financial performance data via an attached press release.
📋 Key Facts
- Earnings announcement date: October 23, 2024
- Reporting period: Quarter ended September 30, 2024
- The information was furnished (not filed) under General Instruction B.2 of Form 8-K
- Company is classified as an emerging growth company
Hanover Bancorp, Inc. announced the appointment of Michael Thaden to its Board of Directors and the Board of Hanover Community Bank, effective September 25, 2024. The appointment is a designated seat triggered by Castle Creek Capital Partners VIII, LP exceeding a specific ownership threshold.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Michael Thaden appointed as director of Hanover Bancorp, Inc., effective September 25, 2024.
- Term expires at the 2025 Annual Meeting of Shareholders.
- Thaden also appointed to the Board of Directors of Hanover Community Bank (wholly owned subsidiary).
- Appointment is pursuant to an Exchange Agreement dated April 24, 2024, with Castle Creek Capital Partners VIII, LP.
- Castle Creek's appointment right was triggered after exceeding aggregate holdings of 865,000 shares (common and Series A Preferred Stock).
- The appointment right terminates if Castle Creek/affiliates fall below 4.9% ownership.
Hanover Bancorp, Inc. announced its second quarter 2024 financial results for the period ended June 30, 2024. The filing serves as a formal notice of the earnings release issued on July 24, 2024.
📋 Key Facts
- Earnings announcement date: July 24, 2024
- Reporting period ended: June 30, 2024
- The company is classified as an emerging growth company.
Hanover Bancorp, Inc. entered into a new three-year employment agreement with Lance P. Burke, the company's Executive Vice President and Chief Financial Officer, effective July 18, 2024.
🚩 Red Flags
- None identified; this is a standard retention/re-contracting filing for an existing officer.
📋 Key Facts
- Effective date of new agreement: July 18, 2024.
- Officer: Lance P. Burke (EVP and CFO).
- Base salary: $350,000 per annum.
- Term: Three years, with automatic one-year renewals unless notice is given between 90 and 120 days prior to the anniversary.
- Severance includes base salary, highest cash bonus from the prior three years, and annual automobile allowance if terminated without cause or upon change in control (multiplied by two).
- The new agreement replaces a previous Change in Control Agreement.
Hanover Bancorp, Inc. filed an 8-K to disclose that representatives will present investor information via a slide presentation on June 20, 2024. This is a routine Regulation FD disclosure accompanying an investor presentation.
📋 Key Facts
- The filing was made on June 20, 2024.
- The company is presenting information to various investors via Exhibit 99.1 (Investor Presentation).
- Information is being furnished under Regulation FD and is not considered a determination of materiality or completeness by the registrant.
Hanover Bancorp entered into an Exchange Agreement with existing shareholder Castle Creek Capital Partners VIII, L.P. to facilitate the acquisition of common stock while remaining below regulatory ownership thresholds. The agreement involves issuing Series A Preferred Stock in exchange for common shares and grants the investor potential board representation rights.
🚩 Red Flags
- Related-party transaction involving an existing major shareholder (Castle Creek).
- Potential dilution through the issuance of convertible preferred stock.
- Granting of significant information and access rights to a specific large shareholder upon reaching ownership triggers.
📋 Key Facts
- Date of agreement: April 25, 2024.
- Parties: Hanover Bancorp, Inc. and Castle Creek Capital Partners VIII, L.P. (existing shareholder).
- Transaction: Exchange of 125,000 shares of voting common stock for 125,000 shares of Series A Convertible Perpetual Preferred Stock.
- Authorization change: Increased authorized Series A Preferred Stock from 150,000 to 450,000 shares via Certificate of Amendment.
- Ownership trigger: Rights (access/information) are triggered when Castle Creek's aggregate holdings exceed 865,000 shares.
- Board rights: If Castle Creek owns at least 4.9% of common stock, they can designate one board representative or a non-voting observer.
Hanover Bancorp, Inc. filed an 8-K to announce its quarterly earnings results for the period ended March 31, 2024.
📋 Key Facts
- Earnings announcement date: April 17, 2024
- Reporting period end date: March 31, 2024
- The filing includes a press release as Exhibit 99.1
- Company is an emerging growth company
Hanover Bancorp, Inc. reported the results of its Annual Meeting of Shareholders held on March 5, 2024. The meeting included the election of three directors and approval for reincorporation from New York to Maryland.
📋 Key Facts
- Annual Meeting held on March 5, 2024.
- Three directors elected: Varkey Abraham, Ahron H. Haspel, and Robert Golden.
- Shareholders approved the reincorporation of the Company from New York to Maryland (Proposal 2).
- Shareholders approved an amendment to the Charter to allow the Board to increase/decrease authorized shares as part of the reincorporation (Proposal 3).
- Shareholders ratified the appointment of Crowe LLP as independent registered public accounting firm for 2024 (Proposal 4).
- Total shares outstanding at record date: 7,229,404; Total shares represented: 6,168,056.
Hanover Bancorp, Inc. filed an 8-K to announce its earnings results for the fiscal period ended December 31, 2023.
📋 Key Facts
- Earnings announcement date: January 24, 2024
- Reporting period end date: December 31, 2023
- The filing includes a press release as Exhibit 99.1 regarding results of operations and financial condition.