Form 8-K

8-K — Hanover Bancorp, Inc. /MD

Accession: 0001104659-26-049414

Filed: 2026-04-27

Period: 2026-04-27

CIK: 0001828588

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hnvr-20260427x8k.htm (Primary)

EX-99.1 (hnvr-20260427xex99d1.htm)

GRAPHIC (hnvr-20260427xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hnvr-20260427x8k.htm · Sequence: 1

Hanover Bancorp, Inc. /MD_April 27, 2026

Hanover Bancorp, Inc. /MD0001828588false00018285882026-04-272026-04-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 27, 2026

HANOVER BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-41384

81-3324480

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

80 East Jericho Turnpike, Mineola, New York

11501

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (516) 548-8500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common stock

HNVR

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 – Results of Operations and Financial Condition

On April 27, 2026, Hanover Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2026.

The press release issued by the Company on April 27, 2026 is furnished herewith as Exhibit 99.1. This information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

Exhibit 99.1

Press release issued by the Company on April 27, 2026

Exhibit 104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HANOVER BANCORP, INC.

Date: April 27, 2026

By:

/s/ Lance P. Burke

Lance P. Burke

Senior Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

EX-99.1

Filename: hnvr-20260427xex99d1.htm · Sequence: 2

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor and Press Contact:

Lance P. Burke

Chief Financial Officer

(516) 548-8500

Hanover Bancorp, Inc. Reports First Quarter 2026 Results Highlighted by Continued Margin Expansion and Declares $0.10 Quarterly Cash Dividend

First Quarter Performance Highlights

● Net Income: Net income for the quarter ended March 31, 2026 totaled $1.9 million or $0.25 per diluted share (including Series A preferred shares). Adjusted (non-GAAP) net income (excluding severance expenses) was $4.0 million or $0.54 per diluted share for the quarter ended March 31, 2026.

● Net Interest Income: Net interest income was $16.4 million for the quarter ended March 31, 2026, an increase of $0.5 million, or 3.36% from the quarter ended December 31, 2025 and $1.7 million, or 11.85%, from the quarter ended March 31, 2025, representing the highest level since the third quarter of 2022.

● Net Interest Margin Expansion: The Company’s net interest margin for the quarter ended March 31, 2026 increased to 2.96% from 2.84% for the quarter ended December 31, 2025 and 2.68% in the quarter ended March 31, 2025.

● Subordinated Debt: On March 12, 2026, the Company completed the private placement of $35 million of 7.25% fixed-to-floating subordinated notes due in 2036. Proceeds were used to redeem the Company’s previously outstanding 8.54% floating rate subordinated notes on April 15, 2026 and to enhance the Bank’s capital base.

● Executed Wholesale Funding Optimization: In February 2026, the Bank proactively restructured $60.3 million of FHLB advances into new, flexible, put-feature advances. The restructuring reduced the weighted average borrowing cost from 4.27% to 3.47%, saving approximately $40 thousand in monthly interest expense, while maintaining term funding and call protection.

● Quarterly Cash Dividend: The Company’s Board of Directors approved a $0.10 per share cash dividend on both common shares and Series A preferred shares payable on May 18, 2026 to stockholders of record on May 11, 2026.

● Long Island Expansion: Regulatory authorization has been received for the opening of a full-service branch in a state-of-the-art facility in downtown Riverhead, New York. In anticipation of the branch opening later this year, a temporary loan production office in Riverhead with business development staff became operational in March 2026.

Mineola, NY – April 27, 2026 – Hanover Bancorp, Inc. (“Hanover” or “the Company” – NASDAQ: HNVR), the holding company for Hanover Community Bank (“the Bank”), today reported results for the quarter ended March 31, 2026 and the declaration of a $0.10 per share cash dividend on both common shares and Series A preferred shares payable on May 18, 2026 to stockholders of record on May 11, 2026.

Earnings Summary for the Quarter Ended March 31, 2026

The Company reported net income for the quarter ended March 31, 2026 of $1.9 million or $0.25 per diluted share (including Series A preferred shares) versus $1.5 million or $0.20 per diluted share (including Series A preferred shares) for the quarter ended March 31, 2025. The Company recorded adjusted (non-GAAP) net income (excluding severance expenses of $2.1 million, net of tax) of $4.0 million or $0.54 per diluted share in the quarter ended March 31, 2026, versus adjusted (non-GAAP) net income (excluding core system conversion expenses of $2.6 million, net of tax) of $4.1 million or $0.55 per diluted share in the comparable 2025 quarter. Returns on average assets, average stockholders’ equity and average tangible equity were 0.33%, 3.74% and 4.14%, respectively, for the quarter ended March 31, 2026, versus 0.27%, 3.11% and 3.45%, respectively, for the comparable quarter of 2025. Adjusted (non-GAAP) returns, exclusive of severance expenses, on average assets, average stockholders’ equity and average tangible equity were 0.70%, 7.98% and 8.83%, respectively, in the quarter ended March 31, 2026, versus 0.73%, 8.36% and 9.27%, respectively, in the comparable 2025 quarter, exclusive of core system conversion expenses for the 2025 quarter.

The increase in net income recorded in the first quarter of 2026 from the comparable 2025 quarter resulted from an increase in net interest income. This was partially offset by a decrease in non-interest income, consisting primarily of gain on sale of loans held-for-sale and an increase in income tax expense.

Non-interest expense for the three months ended March 31, 2026 includes a severance payment related to a Board approved Transition Agreement dated February 12, 2026 between the Company and the former President of the Company and the Bank, McClelland Wilcox. In connection with a management restructuring initiative, Mr. Wilcox’s last day of employment was March 31, 2026 and, pursuant to the terms of his Employment Agreement, he was entitled to a severance benefit of approximately $2.15 million.

Net interest income was $16.4 million for the quarter ended March 31, 2026, an increase of $1.7 million, or 11.85% from the comparable 2025 quarter. This increase was due to improvement in the Company’s net interest margin to 2.96% in the 2026 quarter from 2.68% in the comparable 2025 quarter. The cost of interest-bearing liabilities decreased to 3.51% in the 2026 quarter from 4.01% in the comparable 2025 quarter, a decrease of 50 basis points. This decrease was partially offset by a 17 basis point decrease in the yield on interest earning assets to 5.84% in the 2026 quarter from 6.01% in the first quarter of 2025. Net interest income on a linked quarter basis increased $0.5 million or 3.36%, resulting from a 16 basis point decrease in cost of interest-bearing liabilities. Excluding interest expense of $100 thousand resulting from the temporary carrying of multiple subordinated debt issuances, as discussed below, the Bank’s net interest margin was 2.98% for the quarter ended March 31, 2026.

On March 12, 2026, the Company issued $35 million of 10-year fixed-to-floating rate subordinated notes with a fixed coupon rate of 7.25% for the first five years. The Company used the net proceeds to provide capital to support growth of the consolidated entity and to redeem in full, its previously outstanding $25 million of 8.54% floating rate subordinated notes on April 15, 2026, thereby reducing the Company’s cost of funds.

Michael P. Puorro, Chairman, President and Chief Executive Officer, commented on the Company’s quarterly results: “We are pleased with first quarter 2026 results which reflect strengthening core performance and disciplined balance sheet management, highlighted by $4.0 million in adjusted net income, increasing return on average assets, credit stabilization, and continued margin expansion to 2.96%. We also enhanced our capital position through a $35 million subordinated debt issuance, reduced funding costs through proactive balance sheet optimization, maintained our commitment to shareholder returns with a quarterly dividend, and advanced our strategic expansion into Long Island.”

Balance Sheet Highlights

Total assets were $2.37 billion at March 31, 2026 versus $2.38 billion at December 31, 2025. Total securities available for sale (“AFS”) at March 31, 2026 were $105.8 million, an increase of $6.2 million from December 31, 2025, primarily driven by growth in U.S. GSE residential mortgage-backed securities and corporate bonds, offset by decreases in U.S. Treasury securities and collateralized loan obligations.

Total deposits were $2.02 billion at March 31, 2026 versus $2.03 billion at December 31, 2025. Our loan to deposit ratio was 99% both at March 31, 2026 and December 31, 2025.

In February 2026, the Bank executed a proactive wholesale funding optimization strategy, restructuring five FHLB advances maturing in 2027 and 2028 and totaling $60.3 million in two new advances of equal principal with embedded put features to enhance balance sheet flexibility. The transaction reduced the weighted average all-in borrowing cost from 4.27% to 3.47%, generating approximately $40 thousand in monthly interest expense savings while preserving appropriate term funding and call protection.

Borrowings at March 31, 2026 were $59.8 million, with a weighted average rate and term of 3.49% and 54 months, respectively. At March 31, 2026 and December 31, 2025, the Company had $59.8 million (net of $470 thousand deferred prepayment penalty) and $100.7 million, respectively, of term FHLB advances outstanding. The Company had no FHLB overnight borrowings outstanding at March 31, 2026 and December 31, 2025. The Company had no borrowings outstanding under lines of credit with correspondent banks at March 31, 2026 and December 31, 2025.

Stockholders’ equity was $201.4 million at March 31, 2026 as compared to $200.3 million at December 31, 2025. Retained earnings increased by $1.1 million due primarily to net income of $1.9 million for the quarter ended March 31, 2026, which was offset by $0.7 million of dividends declared. The accumulated other comprehensive loss at March 31, 2026 was 0.33% of total equity and was comprised of a $0.4 million after tax net unrealized loss on the investment portfolio and a $0.2 million after tax net unrealized loss on derivatives. Book value per share (including Series A preferred shares) increased to $27.11 at March 31, 2026 from $27.02 at December 31, 2025. Tangible book value per share (including Series A preferred shares) increased to $24.50 at March 31, 2026 from $24.41 at December 31, 2025.

Loan Portfolio

The Bank’s loan portfolio was $1.99 billion at March 31, 2026 and $2.00 billion at December 31, 2025. At March 31, 2026, the Company’s residential loan portfolio (including home equity) amounted to $764.1 million, with an average loan balance of $491 thousand and a weighted average loan-to-value ratio of 56%. Commercial real estate (including construction) and multifamily loans totaled $1.08 billion at March 31, 2026, with an average loan balance of $1.5 million and a weighted average loan-to-value ratio of 59%. As discussed below, approximately 35% of the multifamily portfolio is subject to rent regulation. The Company’s commercial real estate concentration ratio continues to improve, decreasing to 354% of capital at March 31, 2026 from 362% at December 31, 2025, with loans secured by office space accounting for 2% of the total loan portfolio and totaling $41.5 million at March 31, 2026. The Company’s loan pipeline at March 31, 2026 is approximately $114.7 million, with approximately 58% being niche-residential, SBA and USDA lending opportunities.

The Bank originates loans for its portfolio and for sale in the secondary market under a residential flow origination program. During the quarters ended March 31, 2026 and 2025, the Company sold $35.2 million and $18.3 million, respectively, of residential loans under its flow origination program and recorded gains on sale of loans held-for-sale of $0.9 million and $0.4 million, respectively. Residential loan originations were $32 million for the quarter ended March 31, 2026.

During the quarters ended March 31, 2026 and 2025, the Company sold approximately $6.3 million and $23.4 million, respectively, in government guaranteed SBA loans and recorded gains on sale of loans held-for-sale of $0.5 million and $1.9 million, respectively. SBA loan originations and gains on sale continue to be lower due to a less favorable economic outlook for many business owners along with the Bank’s ongoing prudent decision to tighten credit. Together, these factors contributed to lower SBA loan volume, approval levels, and related gain-on-sale income.

Commercial Real Estate Statistics

A significant portion of the Bank’s commercial real estate portfolio consists of loans secured by Multifamily and CRE-Investor owned real estate that are predominantly subject to fixed interest rates for an initial period of 5 years. The Bank’s exposure to Land/Construction loans as of March 31, 2026 is not significant at $11.5 million, all at floating interest rates. As shown below, as of March 31, 2026, 21% of the loan balances in these combined portfolios will either have a rate reset or mature in 2026, with another 55% with rate resets or maturing in 2027.

Multifamily Market Rent Portfolio Fixed Rate Reset/Maturity Schedule

Multifamily Stabilized Rent Portfolio Fixed Rate Reset/Maturity Schedule

Calendar Period (Loan Data as of 3/31/2026)

# Loans

Total O/S ($000's omitted)

Avg O/S ($000's omitted)

Avg Interest Rate

Calendar Period (Loan Data as of 3/31/2026)

# Loans

Total O/S ($000's omitted)

Avg O/S ($000's omitted)

Avg Interest Rate

2026

86,070

2,968

3.76

2026

35,838

2,240

3.89

2027

185,867

2,655

4.39

2027

120,805

2,369

4.22

2028

20,598

1,373

6.14

2028

9,962

830

7.07

2029

11,156

1,594

6.58

2029

4,251

1,063

6.38

2030

20,180

2,523

6.19

2030

13,542

1,935

6.32

2031+

35,462

2,955

5.58

2031+

6,456

1,076

3.82

Fixed Rate

141

359,333

2,548

4.62

Fixed Rate

190,854

1,988

4.49

Floating Rate

105

9.50

Floating Rate

447

9.00

Total

142

359,438

2,531

4.63

Total

191,301

1,972

4.50

CRE Investor Portfolio Fixed Rate Reset/Maturity Schedule

Calendar Period (Loan Data as of 3/31/2026)

# Loans

Total O/S ($000's omitted)

Avg O/S ($000's omitted)

Avg Interest Rate

2026

50,188

1,476

6.11

2027

137,570

1,657

4.73

2028

30,261

1,081

6.65

2029

5,894

1,179

6.70

2030

13,426

959

6.98

2031+

16,019

1,001

5.56

Fixed Rate

180

253,358

1,408

5.45

Floating Rate

10,003

1,000

8.39

Total CRE-Inv.

190

263,361

1,386

5.56

Stabilized Multifamily Pro Forma Stress Results

The table below reflects a pro forma stressed evaluation of the Bank’s Multifamily stabilized loan portfolio as of March 31, 2026, using the primary assumption for a revised Debt Service Coverage Ratio (“DSCR”) calculation, for all loans where the current interest rate is below 5.75%. The current balance for these loans is recast at 5.75% with a 30-year amortization. The chart below reflects the impact of these adjustments on the portfolio. The projected loan to value (“LTV”) assumption resets all loans using a 6% cap rate (despite lower current cap rates) and the last reported property net operating income (“NOI”) to determine an implied property valuation and based on the current loan balance, the resultant LTV.

Multifamily Stabilized Rent Portfolio (Loan Data as of 3/31/2026)

DSCR Range

# Loans

Total O/S ($000's omitted)

% of Total MF Portfolio

Current Weighted Average LTV

Projected Weighted Average LTV

< 1.0

11,091

1.0 < x <1.2

35,911

1.2 < x <1.3

40,891

1.3 < x <1.5

60,886

1.5 < x <2.0

34,183

x > 2.0

8,339

Total

191,301

As reflected above, only 6 loans totaling $11 million in the multifamily rent stabilized portfolio would have a pro forma DSCR less than 1x while maintaining projected weighted average LTV’s under 100%. This represents 2% of the total multifamily portfolio. The remainder of this portfolio, totaling $180 million, representing 33% of the entire multifamily portfolio, would possess DSCR’s greater than 1x while maintaining a projected weighted average LTV well within our policy guidelines. Additionally, 73% of the stabilized loans and 73% of the entire multifamily portfolio are further secured with personal guarantees from the borrowers. Based on the maturities and rate resets in the previous 12 months, we believe the overall demand for multifamily housing in our market will allow our borrowers to address any adverse impact proactively. The Bank continues to successfully manage multifamily loans with scheduled rate repricing or maturities. Matured loans that qualified for renewal have been retained while others have paid off in full through refinances. The majority of the rate resetting loans remain as performing loans at the new higher interest rate.

Rental breakdown of Multifamily portfolio

The table below segments our portfolio of loans secured by Multifamily properties based on rental terms and location as of March 31, 2026. As shown below, 65% of the combined portfolio is secured by properties subject to free market rental terms, which is the dominant tenant type. Both the Market Rent and Stabilized Rent segments of our portfolio present very similar average borrower profiles. The portfolio is primarily located in the New York City boroughs of Brooklyn, the Bronx and Queens.

Multifamily Loan Portfolio - Loans by Rent Type (Loan Data as of 3/31/2026)

Rent Type

# Notes

Outstanding Loan Balance

% of Total Multifamily

Avg Loan Size

LTV

Current DSCR

Avg # of Units

($000's omitted)

Market

142

359,438

2,531

61.0

1.45

Location

Manhattan

16,079

2,297

54.5

1.82

Other NYC

260,556

2,802

60.9

1.41

Outside NYC

82,803

1,972

62.8

1.51

Stabilized

191,301

1,972

61.3

1.46

Location

Manhattan

10,147

1,450

50.1

1.76

Other NYC

164,232

2,079

61.9

1.43

Outside NYC

16,922

1,538

62.3

1.61

Office Property Exposure

The Bank’s exposure to the Office market is not significant. Loans secured by office space accounted for 2% of the total loan portfolio at March 31, 2026, with a total balance of $41.5 million, of which less than 1% is located in Manhattan. The pool has a 2.41x weighted average DSCR and a 54% weighted average LTV.

Asset Quality and Allowance for Credit Losses

At March 31, 2026, the Bank reported $24.5 million in non-performing loans, or $17.7 million net of $6.8 million that is government guaranteed by the SBA, compared to non-performing loans of $21.6 million, or $17.9 million net of $3.7 million that is government guaranteed by the SBA at December 31, 2025. At March 31, 2026 non-performing loans were 1.23% of total loans outstanding versus 1.08% at December 31, 2025. Excluding the guaranteed portion, non-performing loans were 0.89% of total loans outstanding at March 31, 2026 versus 0.90% at December 31, 2025.

During the first quarter of 2026, the Bank recorded a provision for credit losses of $530 thousand (including a $30 thousand provision for credit losses on unfunded commitments). The allowance for credit losses was $19.1 million at March 31, 2026 versus $18.7 million at December 31, 2025. The allowance for credit losses as a percentage of total loans was 0.96% at March 31, 2026 and 0.93% at December 31, 2025.

Net Interest Margin

The Bank’s net interest margin increased to 2.96% for the quarter ended March 31, 2026 compared to 2.68% in the quarter ended March 31, 2025. Excluding interest expense of $100 thousand resulting from the temporary carrying of multiple subordinated debt issuances, as discussed above, the Bank’s net interest margin was 2.98% for the quarter ended March 31, 2026.

About Hanover Community Bank and Hanover Bancorp, Inc.

Hanover Bancorp, Inc. (NASDAQ: HNVR), is the bank holding company for Hanover Community Bank, a community commercial bank focusing on highly personalized and efficient services and products responsive to client needs. Management and the Board of Directors are comprised of a select group of successful local businesspeople who are committed to the success of the Bank by knowing and understanding the metro-New York area’s financial needs and opportunities. Backed by state-of-the-art technology, Hanover offers a full range of financial services. Hanover offers a complete suite of consumer, commercial, and municipal banking products and services, including multifamily and commercial mortgages, residential loans, business loans and lines of credit. Hanover also offers its customers access to 24-hour ATM service with no fees attached, free checking with interest, telephone banking, advanced technologies in mobile and internet banking for our consumer and business customers, safe deposit boxes and much more. The Company’s corporate administrative office is located in Mineola, New York where it also operates a full-service branch office along with additional branch locations in Garden City Park, Hauppauge, Port Jefferson, Forest Hills, Flushing, Sunset Park, Rockefeller Center and Bowery, New York, and Freehold, New Jersey.

Hanover Community Bank is a member of the Federal Deposit Insurance Corporation and is an Equal Housing/Equal Opportunity Lender. For further information, call (516) 548-8500 or visit the Bank’s website at www.hanoverbank.com.

Non-GAAP Disclosure

This discussion, including the financial statements attached thereto, includes non-GAAP financial measures which include the Company’s adjusted net income, adjusted basic and diluted earnings per share, adjusted return on average assets, adjusted return on average equity, pre-provision net revenue (“PPNR”), PPNR return on average assets, tangible common equity (“TCE”) ratio, TCE, tangible assets, tangible book value per share, return on average tangible equity and efficiency ratio. A non-GAAP financial measure is a numerical measure of historical or future performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Company’s management believes that the presentation of non-GAAP financial measures provides both management and investors with a greater understanding of the Company’s operating results and trends in addition to the results measured in accordance with GAAP and provides greater comparability across time periods. While management uses non-GAAP financial measures in its analysis of the Company’s performance, this information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with U.S. GAAP or considered to be more important than financial results determined in accordance with U.S. GAAP. The Company’s non-GAAP financial measures may not be comparable to similarly titled measures used by other financial institutions.

With respect to the calculations of and reconciliations of adjusted net income, PPNR, TCE, tangible assets, TCE ratio and tangible book value per share, reconciliations to the most comparable U.S. GAAP measures are provided in the tables that follow.

Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and may be identified by the use of such words as "may," "believe," "expect," "anticipate," "should," "plan," "estimate," "predict," "continue," and "potential" or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to the financial condition, results of operations and business of Hanover Bancorp, Inc. Any or all of the forward-looking statements in this release and in any other public statements made by Hanover Bancorp, Inc. may turn out to be incorrect as a result of inaccurate assumptions that Hanover Bancorp, Inc. might make or by known or unknown risks and uncertainties. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) the impact of a pandemic or other health crises and the government’s response to such pandemic or crises on our operations as well as those of our customers and on the economy generally and in our market area specifically, (2) competitive pressures among depository institutions may increase significantly; (3) changes in the interest rate environment may reduce interest margins; (4) loan origination and sale volumes, charge-offs and credit loss provisions may vary substantially from period to period; (5) general economic conditions may be less favorable than expected; (6) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (7) legislative or regulatory changes or actions may adversely affect the businesses in which Hanover Bancorp, Inc. is engaged; (8) the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; (9) changing political conditions and the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; (10) changes and trends in the securities markets may adversely impact Hanover Bancorp, Inc.; (11) a delayed or incomplete resolution of regulatory issues could adversely impact our planning; (12) difficulties in integrating any businesses that we may acquire, which may increase our expenses and delay the achievement of any benefits that we may expect from such acquisitions; (13) the impact of the strategic credit cleanup that we implemented during the fourth quarter of 2025 and the wholesale funding restructuring we implemented during the first quarter of 2026; (14) the impact of reputation risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity could be significant; and (15) the outcome of any future regulatory and legal investigations and proceedings may not be anticipated. Further information on other factors that could affect the financial results of Hanover Bancorp, Inc. are included in our Annual Report on Form 10-K under Item 1A - Risk Factors, as updated by our subsequent filings with the Securities and Exchange Commission. Consequently, no forward-looking statement can be guaranteed. Hanover Bancorp, Inc. does not intend to update any of the forward-looking statements after the date of this release or to conform these statements to actual events.

HANOVER BANCORP, INC.

STATEMENTS OF CONDITION (unaudited)

(dollars in thousands)

March 31,

December 31,

March 31,

2026

2025

Assets

Cash and cash equivalents

194,448

208,904

160,234

Securities-available for sale, at fair value

105,799

99,552

93,197

Investments-held to maturity

963

1,017

3,671

Loans held for sale

16,296

6,407

16,306

Loans, net of deferred loan fees and costs

1,992,694

2,000,749

1,960,674

Less: allowance for credit losses

(19,149)

(18,694)

(22,925)

Loans, net

1,973,545

1,982,055

1,937,749

Goodwill

19,168

Premises & fixed assets

14,049

14,313

14,511

Operating lease assets

8,072

9,855

8,484

Other assets

38,609

41,825

38,207

Assets

2,370,949

2,383,096

2,291,527

Liabilities and stockholders’ equity

Core deposits

1,504,925

1,518,491

1,418,209

Time deposits

517,421

509,896

518,229

Total deposits

2,022,346

2,028,387

1,936,438

Borrowings

59,780

100,725

107,805

Subordinated debentures

59,021

24,743

24,702

Operating lease liabilities

8,797

10,567

9,144

Other liabilities

19,564

18,408

16,795

Liabilities

2,169,508

2,182,830

2,094,884

Stockholders’ equity

201,441

200,266

196,643

Liabilities and stockholders’ equity

2,370,949

2,383,096

2,291,527

HANOVER BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(dollars in thousands, except per share data)

Three Months Ended

3/31/2026

3/31/2025

Interest income

32,292

32,837

Interest expense

15,930

18,208

Net interest income

16,362

14,629

Provision for credit losses

530

600

Net interest income after provision for credit losses

15,832

14,029

Loan servicing and fee income

1,042

1,081

Service charges on deposit accounts

250

117

Gain on sale of loans held-for-sale

1,443

2,352

Other operating income

182

Non-interest income

2,744

3,732

Compensation and benefits

7,822

7,232

Severance expenses

2,305

—

Conversion expenses

—

3,180

Occupancy and equipment

2,068

1,836

Data processing

422

593

Professional fees

906

787

Federal deposit insurance premiums

362

337

Other operating expenses

1,721

2,031

Non-interest expense

15,606

15,996

Income before income taxes

2,970

1,765

Income tax expense

1,096

244

Net income

1,874

1,521

Earnings per share ("EPS"):(1)

Basic

0.25

0.20

Diluted

0.25

0.20

Average shares outstanding for basic EPS (1)(2)

7,434,107

7,463,537

Average shares outstanding for diluted EPS (1)(2)

7,439,004

7,469,489

(1) Calculation includes common stock and Series A preferred stock.

(2) Average shares outstanding before subtracting participating securities.

HANOVER BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

QUARTERLY TREND

(dollars in thousands, except per share data)

Three Months Ended

3/31/2026

12/31/2025

9/30/2025

6/30/2025

3/31/2025

Interest income

32,292

32,599

32,994

32,049

32,837

Interest expense

15,930

16,769

17,771

17,254

18,208

Net interest income

16,362

15,830

15,223

14,795

14,629

Provision for credit losses

530

6,100

1,325

2,357

600

Net interest income after provision for credit losses

15,832

9,730

13,898

12,438

14,029

Loan servicing and fee income

1,042

1,049

1,057

1,083

1,081

Service charges on deposit accounts

250

234

237

162

117

Gain on sale of loans held-for-sale

1,443

1,244

1,451

2,298

2,352

Gain on sale of investments

—

215

—

Other operating income

182

Non-interest income

2,744

2,765

2,785

3,561

3,732

Compensation and benefits

7,822

6,877

6,774

7,003

7,232

Severance expenses

2,305

—

Conversion expenses

—

3,180

Occupancy and equipment

2,068

2,036

1,960

1,910

1,836

Data processing

422

339

313

508

593

Professional fees

906

752

732

878

787

Federal deposit insurance premiums

362

352

334

365

337

Other operating expenses

1,721

2,003

1,900

1,952

2,031

Non-interest expense

15,606

12,359

12,013

12,616

15,996

Income before income taxes

2,970

136

4,670

3,383

1,765

Income tax expense

1,096

103

1,179

940

244

Net income

1,874

3,491

2,443

1,521

Earnings per share ("EPS"):(1)

Basic

0.25

—

0.47

0.33

0.20

Diluted

0.25

—

0.47

0.33

0.20

Average shares outstanding for basic EPS (1)(2)

7,434,107

7,443,861

7,477,647

7,500,871

7,463,537

Average shares outstanding for diluted EPS (1)(2)

7,439,004

7,447,556

7,483,319

7,506,584

7,469,489

(1) Calculation includes common stock and Series A preferred stock.

(2) Average shares outstanding before subtracting participating securities.

HANOVER BANCORP, INC.

CONSOLIDATED NON-GAAP FINANCIAL INFORMATION (1) (unaudited)

(dollars in thousands, except per share data)

Three Months Ended

3/31/2026

3/31/2025

ADJUSTED NET INCOME:

Net income, as reported

1,874

1,521

Adjustments:

Conversion expenses

—

3,180

Severance expenses

2,305

—

Total adjustments, before income taxes

2,305

3,180

Adjustment for reported effective income tax rate

182

608

Total adjustments, after income taxes

2,123

2,572

Adjusted net income

3,997

4,093

Basic earnings per share - adjusted

0.54

0.55

Diluted earnings per share - adjusted

0.54

0.55

ADJUSTED OPERATING EFFICIENCY RATIO:

Operating efficiency ratio, as reported

81.68

87.12

Adjustments:

Conversion expenses

—

(17.32)

Severance expenses

(12.06)

—

Adjusted operating efficiency ratio

69.62

69.80

Adjusted Return on Average Assets

0.70

0.73

Adjusted Return on Average Equity

7.98

8.36

Adjusted Return on Average Tangible Equity

8.83

9.27

Adjusted Non-interest Expense to Average Assets

2.34

2.28

PRE-PROVISION NET REVENUE ("PPNR"):

Net income, as reported

1,874

1,521

Add: Provision for credit losses

530

600

Add: Provision for income taxes

1,096

244

Pre-provision net revenue

3,500

2,365

Adjustments: Conversion expenses

—

3,180

Adjustments: Severance expenses

2,305

—

Adjusted pre-provision net revenue

5,805

5,545

PPNR Return on Average Assets

0.62

0.42

Adjusted PPNR Return on Average Assets

1.02

0.99

(1) A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Company’s management believes the presentation of non-GAAP financial measures provide investors with a greater understanding of the Company’s operating results in addition to the results measured in accordance with U.S. GAAP. While management uses non-GAAP measures in its analysis of the Company’s performance, this information should not be viewed as a substitute for financial results determined in accordance with U.S. GAAP or considered to be more important than financial results determined in accordance with U.S. GAAP.

Note: Prior period information has been adjusted to conform with current period presentation.

HANOVER BANCORP, INC.

SELECTED FINANCIAL DATA (unaudited)

(dollars in thousands)

Three Months Ended

3/31/2026

3/31/2025

Profitability:

Return on average assets

0.33

0.27

Return on average equity (1)

3.74

3.11

Return on average tangible equity (1)

4.14

3.45

Pre-provision net revenue return on assets

0.62

0.42

Yield on average interest-earning assets

5.84

6.01

Cost of average interest-bearing liabilities

3.51

4.01

Net interest rate spread (2)

2.33

2.00

Net interest margin (3)

2.96

2.68

Non-interest expense to average assets

2.74

2.85

Operating efficiency ratio (4)

81.68

87.12

Average balances:

Interest-earning assets

2,241,791

2,217,107

Interest-bearing liabilities

1,841,547

1,842,073

Loans

2,006,288

1,989,796

Deposits

1,950,190

1,919,436

Borrowings

126,100

133,665

(1) Includes common stock and Series A preferred stock.

(2) Represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(3) Represents net interest income divided by average interest-earning assets.

(4) Represents non-interest expense divided by the sum of net interest income and non-interest income.

Note: Prior period information has been adjusted to conform to current period presentation.

HANOVER BANCORP, INC.

SELECTED FINANCIAL DATA (unaudited)

(dollars in thousands, except share and per share data)

At or For the Three Months Ended

3/31/2026

12/31/2025

9/30/2025

6/30/2025

Asset quality:

Provision for credit losses - loans (1)

500

5,925

1,375

2,170

Net (charge-offs)/recoveries

(45)

(9,585)

(592)

(3,524)

Allowance for credit losses

19,149

18,694

22,354

21,571

Allowance for credit losses to total loans (2)

0.96

0.93

1.12

1.10

Non-performing loans

Non-guaranteed portion

17,749

17,934

16,993

12,475

Guaranteed portion (4)

6,837

3,670

176

Total

24,586

21,604

17,169

12,651

Non-performing loans/total loans

1.23

1.08

0.86

0.64

Non-performing loans, excluding guaranteed/total loans

0.89

0.90

0.85

0.63

Non-performing loans/total assets

1.04

0.91

0.74

0.55

Non-performing loans, excluding guaranteed/total assets

0.75

0.73

0.54

Allowance for credit losses/non-performing loans

77.89

86.53

130.20

170.51

Allowance for credit losses/non-performing loans, excluding guaranteed

107.89

104.24

131.55

172.91

Capital (Bank only):

Tier 1 Capital

210,222

204,431

205,434

203,282

Tier 1 leverage ratio

9.20

9.05

9.15

9.29

Common equity tier 1 capital ratio

13.32

12.90

13.13

13.16

Tier 1 risk based capital ratio

13.32

12.90

13.13

13.16

Total risk based capital ratio

14.57

14.06

14.38

14.41

Equity data:

Shares outstanding (3)

7,431,661

7,410,403

7,467,390

7,499,243

Stockholders’ equity

201,441

200,266

201,833

198,885

Book value per share (3)

27.11

27.02

27.03

26.52

Tangible common equity (3)

182,089

180,902

182,456

179,495

Tangible book value per share (3)

24.50

24.41

24.43

23.94

Tangible common equity (“TCE”) ratio (3)

7.74

7.65

7.89

7.83

(1) Excludes $30 thousand, $175 thousand, ($50) thousand and $187 thousand provision for credit losses on unfunded commitments for the quarters ended 3/31/26, 12/31/25, 9/30/25 and 6/30/25, respectively.

(2) Calculation excludes loans held for sale.

(3) lncludes common stock and Series A preferred stock.

(4) Guaranteed by the SBA.

HANOVER BANCORP, INC.

STATISTICAL SUMMARY

QUARTERLY TREND

(unaudited, dollars in thousands, except share data)

3/31/2026

12/31/2025

9/30/2025

6/30/2025

Loan distribution (1):

Residential mortgages

737,692

751,536

725,873

715,418

Multifamily

550,739

541,083

537,333

539,573

Commercial real estate - OO

271,692

275,747

267,050

267,223

Commercial real estate - NOO

257,787

260,903

271,201

271,552

Commercial & industrial

147,929

145,591

161,240

148,907

Home equity

26,439

25,459

25,582

23,361

Consumer

416

430

404

418

Total loans

1,992,694

2,000,749

1,988,683

1,966,452

Sequential quarter growth rate

(0.40)

0.61

1.13

0.29

CRE concentration ratio

354

362

368

Loans sold during the quarter

41,523

39,114

44,532

46,045

Funding distribution:

Demand

237,346

247,786

232,984

243,664

N.O.W.

772,318

781,681

701,199

655,333

Savings

44,307

58,475

43,363

42,860

Money market

450,954

430,549

434,973

497,799

Total core deposits

1,504,925

1,518,491

1,412,519

1,439,656

Time

517,421

509,896

562,304

511,625

Total deposits

2,022,346

2,028,387

1,974,823

1,951,281

Borrowings

59,780

100,725

107,805

Subordinated debentures

59,021

24,743

24,729

24,716

Total funding sources

2,141,147

2,153,855

2,100,277

2,083,802

Sequential quarter growth rate - total deposits

(0.30)

2.71

1.21

0.77

Period-end core deposits/total deposits ratio

74.41

74.86

71.53

73.78

Period-end demand deposits/total deposits ratio

11.74

12.22

11.80

12.49

(1) Excluding loans held for sale

Note: Prior period information has been adjusted to conform to current period presentation.

HANOVER BANCORP, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (1) (unaudited)

(dollars in thousands, except share and per share amounts)

3/31/2026

12/31/2025

9/30/2025

6/30/2025

3/31/2025

Tangible common equity

Total equity (2)

201,441

200,266

201,833

198,885

196,643

Less: goodwill

(19,168)

Less: core deposit intangible

(184)

(196)

(209)

(222)

(236)

Tangible common equity (2)

182,089

180,902

182,456

179,495

177,239

Tangible common equity (“TCE”) ratio

Tangible common equity (2)

182,089

180,902

182,456

179,495

177,239

Total assets

2,370,949

2,383,096

2,331,580

2,311,976

2,291,527

Less: goodwill

(19,168)

Less: core deposit intangible

(184)

(196)

(209)

(222)

(236)

Tangible assets

2,351,597

2,363,732

2,312,203

2,292,586

2,272,123

TCE ratio (2)

7.74

7.65

7.89

7.83

7.80

Tangible book value per share

Tangible common equity (2)

182,089

180,902

182,456

179,495

177,239

Shares outstanding (2)

7,431,661

7,410,403

7,467,390

7,499,243

7,503,731

Tangible book value per share (2)

24.50

24.41

24.43

23.94

23.62

(2) Includes common stock and Series A preferred stock.

HANOVER BANCORP, INC.

NET INTEREST INCOME ANALYSIS

For the Three Months Ended March 31, 2026 and 2025

(unaudited, dollars in thousands)

2026

2025

Average

Balance

Interest

Yield/Cost

Balance

Interest

Yield/Cost

Assets:

Interest-earning assets:

Loans

2,006,288

29,618

5.99

1,989,796

29,984

6.11

Investment securities

101,028

1,371

5.50

85,839

1,186

5.60

Interest-earning cash

126,984

1,164

3.72

133,458

1,482

4.50

FHLB stock and other investments

7,491

139

7.53

8,014

185

9.36

Total interest-earning assets

2,241,791

32,292

5.84

2,217,107

32,837

6.01

Non interest-earning assets:

Cash and due from banks

11,952

9,504

Other assets

54,098

49,695

Total assets

2,307,841

2,276,306

Liabilities and stockholders’ equity:

Interest-bearing liabilities:

Savings, N.O.W. and money market deposits

1,234,058

9,552

3.14

1,217,429

11,455

3.82

Time deposits

481,389

4,730

3.98

490,979

5,320

4.39

Total savings and time deposits

1,715,447

14,282

3.38

1,708,408

16,775

3.98

Borrowings

93,583

955

4.14

108,972

1,107

4.12

Subordinated debentures

32,517

693

8.64

24,693

326

5.35

Total interest-bearing liabilities

1,841,547

15,930

3.51

1,842,073

18,208

4.01

Demand deposits

234,743

211,028

Other liabilities

28,536

24,726

Total liabilities

2,104,826

2,077,827

Stockholders’ equity

203,015

198,479

Total liabilities & stockholders’ equity

2,307,841

2,276,306

Net interest rate spread

2.33

2.00

Net interest income/margin

16,362

2.96

14,629

2.68

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Document and Entity Information

Apr. 27, 2026

Document and Entity Information [Abstract]

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8-K

Document Period End Date

Apr. 27, 2026

Entity File Number

001-41384

Entity Registrant Name

Hanover Bancorp, Inc. /MD

Entity Incorporation, State or Country Code

Entity Tax Identification Number

81-3324480

Entity Address State Or Province

Entity Address, Address Line One

80 East Jericho Turnpike

Entity Address, City or Town

Mineola

Entity Address, Postal Zip Code

11501

City Area Code

516

Local Phone Number

548-8500

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Security Exchange Name

NASDAQ

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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