Form 4: Hanover Bancorp Officer Sells Shares for Tax Withholding

Hanover Bancorp's FSVP & Chief Risk Officer, John P. Vivona, disposed of 216 common shares for tax withholding purposes following restricted stock vesting.

Summary

• John P. Vivona, FSVP & Chief Risk Officer of Hanover Bancorp, Inc. (HNVR), reported a transaction.
• On December 1, 2025, Vivona disposed of 216 shares of common stock.
• The shares were disposed of at a price of $22.75 per share.
• This transaction was for tax withholding related to restricted shares that vested on the same date.
• The restricted shares were originally granted on December 1, 2023.
• Following this transaction, Vivona directly beneficially owns 3,909 shares of common stock.

Sentiment

Score: 6

Explanation: The filing reports a routine insider transaction related to executive compensation (restricted stock vesting and tax withholding). It's a neutral event, slightly positive as it confirms compensation vesting, but not indicative of significant operational changes or new strategic direction. The officer retains a substantial holding.

Positives

• The transaction is a routine tax withholding event, indicating the vesting of previously granted restricted stock, which is a form of compensation.
• The officer continues to hold a significant number of shares (3,909), aligning their interests with shareholders.

Negatives

• The disposition of shares, even for tax purposes, reduces the officer's direct ownership slightly.

Future Outlook

This Form 4 does not contain any forward-looking statements or guidance.

Industry Context

This is a routine insider transaction (tax withholding) for an executive at a financial institution. Such transactions are common when restricted stock vests and do not typically indicate a change in company fundamentals or broader industry trends. It reflects standard executive compensation practices in the banking sector.

Comparison to Industry Standards

• The practice of granting restricted stock as part of executive compensation is standard across the financial services industry, including regional banks like Hanover Bancorp.
• Tax withholding upon vesting of restricted stock is a common mechanism for executives to cover tax liabilities without needing to use personal funds, seen in companies comparable to HNVR such as Flushing Financial Corporation (FFIC) or ConnectOne Bancorp, Inc. (CNOB).
• The disposition of 216 shares at $22.75 for tax purposes is a relatively small transaction compared to the total holdings of 3,909 shares, which is typical for such tax-related sales.

Related Party Transactions

• The transaction involves an officer of the company disposing of shares, which is a related party transaction, specifically for tax withholding related to executive compensation.

Stakeholder Impact

• Shareholders: Minimal direct impact. The transaction is routine and does not signal a change in company performance or outlook. It confirms executive compensation practices.
• Management: The transaction reflects a standard compensation event for the reporting officer.

Key Dates

Recommendation

This Form 4 details a routine insider transaction for tax withholding purposes following the vesting of restricted stock. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The officer retains a significant stake, indicating continued alignment with shareholder interests. Therefore, a "hold" recommendation is appropriate as this filing alone does not present a compelling reason to buy or sell.

Keywords

Hanover Bancorp, HNVR, Form 4, Insider Trading, Stock Sale, Tax Withholding, Restricted Stock, Executive Compensation, John P. Vivona