Hanover Bancorp, Inc. /NY0001828588false00018285882025-02-252025-02-25

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): February 25, 2025

HANOVER BANCORP, INC.

(Exact name of registrant as specified in its charter)

New York

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 7.01 – Regulation FD Disclosure

On February 25, 2025, representatives of the Registrant will present to various investors the information about the Registrant described in the slides attached to this report as Exhibit 99.1, which are incorporated by reference herein.

The information in Item 7.01 of this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Registrant under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Registrant that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following Exhibits are furnished as part of this report:

Exhibit
Number

     

Description

Exhibit 99.1

Investor Presentation

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: February 25, 2025

By:

/s/ Lance P. Burke

Lance P. Burke

Executive Vice President & Chief Financial Officer

(Principal Financial Officer)

Exhibit 99.1

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Confidential Investor Presentation Investor Presentation February 2025 Welcome To Better Banking Exhibit 99.1

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2 Disclaimer (1) The acquisition is subject to applicable regulatory approvals, approval of the Minden shareholders and other customary closing conditions. The private placement is not conditional on the closing of the acquisition. This presentation has been prepared by us solely for informational purposes based on our own information, as well as information from public and industry sources. This presentation does not constitute an offer to sell, nor a solicitation of an offer to buy, any securities by any person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. Neither the SEC nor any other regulatory agency has approved or disapproved of our securities or passed upon the accuracy or adequacy of this presentation. Any representation to the contrary is a criminal offense. Our Common Stock is not a deposit account of our bank subsidiary and is not insured by the FDIC or any other governmental agency. Forward-Looking Statements This presentation includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately,” “potential,” “projected,” “pro forma” or, in each case, their negatives or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. Any or all of the forward-looking statements herein made by us may turn out to be incorrect. By their nature, forward-looking statements involve risks and uncertainties because they relate to future events, competitive dynamics, and banking, regulatory, and other developments, and depend on anticipated circumstances that may or may not occur (or may occur on longer or shorter timelines than anticipated). They can be affected by inaccurate assumptions that we might make, or by known or unknown risks and uncertainties, including those discussed 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. Forward-looking statements speak only as of the date they are made. Although we believe that we have a reasonable basis for each forward-looking statement contained in this presentation, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this presentation, they may not be predictive of results or developments in future periods. Any forward-looking statements that we make in this presentation speak only as of the respective dates of such statements, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this presentation, except as required by law. Non-GAAP Financial Measures This presentation contains supplemental financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our management uses these non-GAAP measures in its analysis of our performance. These measures should not be considered a substitute for GAAP basis measures nor should they be viewed as a substitute for operating results determined in accordance with GAAP. Management believes the presentation of tangible common equity (“TCE”), tangible book value (“TBV”) per share, and return on average tangible common equity (“ROATCE”), non-GAAP financial measures that exclude the impact of intangible assets, provide useful supplemental information that is essential to a proper understanding of our financial condition and results. Non-GAAP measures are not formally defined under GAAP, and other entities may use calculation methods that differ from those used by us. As a complement to GAAP financial measures, our management believes these non-GAAP financial measures assist investors in comparing the financial condition and results of operations of financial institutions due to the industry prevalence of such non-GAAP measures. A reconciliation of our non-GAAP financial measures to the most directly comparable GAAP measures has been provided herein.

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3 Balance Sheet at $ in m illions 12/31/2024 9/30/2024 12/31/2023 Total Assets $2,312 $2,328 $2,270 Gross Loans 1,986 2,006 1,957 Deposits 1,954 1,958 1,905 Tangible Common Equity 177 173 165 TCE / TA 7.73% 7.49% 7.35% NPAs / Assets 0.71% 0.66% 0.64% Overview of Hanover Bancorp, Inc. • The bank was founded in 2009 and is headquartered in Mineola, NY • The Bank was recapitalized in 2012 by a group led by our current Chairman and CEO Michael Puorro and current members of our Board of Directors • Successfully completed IPO and NASDAQ listing in May 2022 • Provides differentiated consumer and commercial banking services to clients in western Long Island, the New York City boroughs and Freehold, NJ • Business banking center opened on May 22, 2023 in Hauppauge, NY. Deposits as of January 27, 2025 totaled $104 million with a C&I loan pipeline of $43 million as of December 31, 2024. $88.4 million in full year 2024 originations tied to this office • Port Jefferson banking center planned to open in the second quarter of 2025 • Executed an organic strategy from 2012 – 2018, focused primarily on the non-qualified mortgage niche residential lending business • Completed two successful M&A transactions, acquiring Chinatown Federal Savings Bank in 2019 and Savoy Bank in 2021 • Successful team of seasoned bankers and banking teams from local, regional and national financial institutions • Demonstrated track record of profitability; Hanover is highly focused around an efficient operating platform and branch network. Company Background & Financial Snapshot Key Metrics & Banking Footprint 12/31/24 $2.3B TOTAL ASSETS 12/31/24 $2.0B TOTAL LOANS 12/31/24 $2.0B TOTAL DEPOSITS Source: S&P Global Market Intelligence; SEC Filings; FDIC. Note: Tangible Common Equity, TCE / TA and ROATCE include Series A preferred stock. Quarter Ended $ in m illions 12/31/2024 9/30/2024 12/31/2023 Net Income $3.9 $3.5 $3.8 Diluted EPS 0.52 0.48 0.51 Net Interest Margin 2.53% 2.37% 2.40% Efficiency Ratio 69% 72% 67% ROAA 0.70% 0.62% 0.69% ROATCE 8.9% 8.2% 9.1% Headquarters Current Branches (9) Coming Soon 9 8 2 3 4 5 6 7 1

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4 $541 $652 $862 $877 $1,458 $1,984 $2,270 $2,312 Corporate Timeline Growth in Total Assets ($mm) Note: Hanover previously had a fiscal year end of September 30th. 2017 - 2024 is for the period ended December 31st for each respective year. ✓ Savoy acquisition announced in 2020 and completed in 2021, we acquired total assets of $648.4 million, total loans of $573.1 million, and total deposits of $340.2 million ✓ In Feb. of 2022, we initiated a quarterly cash div. of $0.10 p/s ✓ In May of 2022, we announced and closed our IPO, issuing 1,466,250 common shares at $21.00 per share ✓ In March of 2022, we opened a new branch in Freehold, NJ ✓ In July of 2022, we announced a new business banking center location in Hauppauge, Suffolk County Long Island, which opened in May 2023 2017 2018 2019 2020 2021 2022 ✓ In March and June 2017, we established offices in Forest Hills, Queens and Mineola, NY, respectively ✓ Our total consolidated assets grew to over $500 million during 2017 ✓ Announced and completed the acquisition of Chinatown Federal Savings Bank, FaSB (CFSB) in 2018 and 2019 respectively; enhanced and diversified our funding profile and provided greater visibility in New York City. ✓ We acquired total assets of $141.3 million, total loans of $93.6 million and total deposits of $108.8 million, as well as three branches in Manhattan and Brooklyn, NY (one of which was subsequently consolidated) ✓ In February 2019 the Bank further expanded into Queens County, New York with a de novo branch in Flushing, New York. ✓ In October 2020, we issued $25.0 million in subordinated notes to support the Savoy acquisition. The offering was rated investment grade ✓ In late 2020, we established a municipal banking business led by Michael Locorriere, who has 30 + years of banking and government experience. He previously served as EVP and Director of Municipal Banking at a recently consolidated competitor in the Long Island Market 2023 ✓ We changed our fiscal year end from Sept. 30th to Dec. 31st in Oct. 2023 with a stub period from Oct. 1st through Dec. 31st of 2023. ✓ In November of 2023, we announced the appointment of Joseph Burns as our new Chief Lending Officer. He previously served as regional president of Valley Bank’s New York commercial banking operation. ✓ Filed a shelf registration on Form S-3 for $50 million in Jan. 2024 in order to access the capital markets efficiently and expeditiously as needed to fuel the continued growth of our highly profitable and successful niche businesses and banking initiatives ✓ The Company completed the transition to FIS Horizon in February 2025. This upgrade will enhance efficiency, functionality, user experience, and support a digital-forward strategy 2024

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5 Hanover Executive Management Team Note: Throughout the presentation, unless otherwise specified, references to “Hanover” may be to either the holding company or the bank. Name Position with Hanover Age Years of Banking Experience Year Started at Hanover Michael P. Puorro CEO & Chairman 65 35 + 2012 McClelland Wilcox President 53 20 + 2021 Lance P. Burke Exec. VP & Chief Financial Officer 45 25 + 2021 Kevin Corbett Exec. VP & Chief Credit Officer 65 40 + 2020 Joseph F. Burns Exec. VP & Chief Lending Officer 58 35 + 2023 Michael Locorriere Exec. VP & Chief Municipal Officer 56 25 + 2020 Lisa A. Diiorio First Senior VP & Chief Accounting Officer 61 30+ 2016 Raffaella Palazzo First Senior VP & Chief Operations Officer 48 25+ 2020 John P. Vivona First Senior VP & Chief Risk Officer 54 35 + 2023

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6 Business Strategy Creating a Differentiated Community Bank Focus on Delivering Shareholder Value Organic Growth • Build the premier community bank franchise serving customers and small to mid-size business in the New York City metro area and Long Island • Continue to penetrate the potential customer bases in multiple niche areas • Continue to serve the local economies in our geographic footprint by capitalizing on a focus on personalized service, the ability to realize greater economies of scale than smaller community banks and ability to provide better and more responsive service than larger regional banks • Focus on diversifying the loan portfolio through niche lending segments to generate appropriate risk-adjusted returns • Focus our niche lending on: niche-residential real estate (with a focus on the recently developed flow origination program), conventional C&I and SBA and USDA lending • Secondary market capabilities have been established for certain key lending verticals • The Company’s loan pipeline with executed term sheets at December 31, 2024 is approximately $237 million, with approximately 89% being niche-residential, conventional C&I and SBA & USDA lending opportunities. Diversifying Loan Portfolio through Niche Segments • The deposit and treasury management products and services complement the niche lending focus • Established a municipal banking business in 2020 with potential to produce a significant level of deposits at cost effective rates with the effort led by Michael Locorriere • Initiative is consistent with a branch-lite and highly efficient approach Complementing the Lending Efforts and Diversifying Funding Strategic Acquisitions • The CFSB acquisition in August 2019 provided us with full service branches which complimented our lending in those areas • Expanded commercial banking capabilities significantly, due to the Savoy acquisition, with a particular focus on small business clients and Small Business Administration (SBA) lending • Continue to pursue prudent and commercially attractive acquisitions in both traditional banking and select non-bank targets

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7 $688 $1,177 $1,518 $1,905 $1,954 $0 $400 $800 $1,200 $1,600 $2,000 $2,400 $729 $1,277 $1,747 $1,957 $1,986 $0 $400 $800 $1,200 $1,600 $2,000 $2,400 $877 $1,458 $1,984 $2,270 $2,312 $0 $400 $800 $1,200 $1,600 $2,000 $2,400 $18.66 $19.73 $21.66 $22.51 $23.86 $4.00 $8.00 $12.00 $16.00 $20.00 $24.00 $28.00 Robust TBV Per Share & Balance Sheet Growth Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. Dollars in millions. Note: CAGR calculated from December 31st, 2020 through December 31st, 2024. (1) Tangible Book Value per Share includes Series A preferred stock. Tangible Book Value per Share(1) Total Loans (ex. HFS) ($mm) Total Deposits ($mm) Total Assets ($mm) Savoy acquisition completed CECL adoption

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8 Superior Price Performance Since IPO Source: S&P Global Market Intelligence; FactSet. Market Data as of February 19th, 2025. Note: HNVR IPO priced at $21.00 per share on May 10th, 2022. 21.6% 14.9% 13.7% (40.0%) (30.0%) (20.0%) (10.0%) 0.0% 10.0% 20.0% 30.0% 40.0% HNVR Volume HNVR Price Nasdaq US Small Cap Banks Index KRX - Nasdaq Regional Bank Index

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9 $1.0 $5.4 $7.9 $10.7 $15.3 $4.7 $15.9 $22.4 $13.6 $12.3 Noninterest Income Net Income $7.2 $22.4 $34.0 $20.5 $21.3 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Strong and Efficient Profitability 5.50% 5.70% 5.62% 5.90% 6.03% 6.21% 6.18% 6.11% 2.57% 3.11% 3.45% 3.77% 3.91% 3.99% 4.10% 3.77% 3.04% 2.68% 2.29% 2.40% 2.41% 2.46% 2.37% 2.53% Yield on Loans Cost of Deposits NIM Success Maintaining Strong Profitability Metrics Across a Branch-lite Operating Model Source: S&P Global Market Intelligence; SEC Filings. Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. Peers include major exchange-traded banks and thrifts with most recent quarter total assets between $1 and $3 billion, excluding merger targets and mutuals. Pre-provision net revenue is a non-GAAP measure. Net Income and Non-Interest Income ($M) Recent Margin Expansion 4-Year Avg. ROAA (%) Pre-Provision Net Revenue ($M) 0.8% 1.8% 1.0% 1.0% PPNR / Avg. Assets: Full Year 2024 Per Branch ($M) HNVR $2.4 Peers $4.0 2.1% Full Year 2024 Per Branch ($M) Net Inc. Non-Int. Inc. HNVR $1.4 $1.7 Peers $2.8 $0.5 4-Year Avg. ROATCE (%) 0.97% 0.93% HNVR Peer Median 12.1% 11.5% HNVR Peer Median

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10 23% 12% 37% 22% 2% 1% 3% U.S. Treasury Securities - AFS U.S GSE residential MBS - AFS Collateralized Loan Obligations - AFS Corporate Bonds - AFS U.S GSE commercial MBS - AFS U.S GSE residential MBS - HTM U.S GSE commercial MBS - HTM $311 $850 $1,128 $1,382 $1,457 $0 $400 $800 $1,200 $1,600 $2,000 $2,400 High Level of Insured and Collateralized Deposits Insured and collateralized deposits, which include municipal deposits, accounted for approximately 87% of total deposits at December 31, 2024. Commitment To Growing Core(1) Deposit Balances Balance Sheet Liquidity Securities Portfolio Composition • Securities portfolio of $87.5 million as of December 31, 2024 – AFS securities / fair value o $32.5 mm in CLOs o $20.0 mm in U.S. treasuries o $19.1 mm corporate bonds o $10.6 mm in residential MBS o $1.5 mm in commercial MBS – HTM securities / amort. cost o $2.5 mm commercial MBS o $1.3 mm residential MBS As of December 31, 2024, the Company maintained a strong liquidity position with $713.1 million in undrawn sources, covering 283% of uninsured deposits. Core(1) deposits grew by $74.1 million year over year. The loan portfolio continues to demonstrate diversification by increasing C&I loans by $61.0 million or 56.5% YoY. • At December 31, 2024, accumulated other comprehensive income included an unrealized loss on AFS securities of $1.0 million – Representing only 0.5% of GAAP common equity for the same period Total Core Deposits since December 2020 ($M) Uninsured 13% Insured and Collateralized 87% (1) Core deposits consist of Demand, NOW, Savings, and Money Market deposits.

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11 Investment Highlights • Recent market consolidation has resulted in a lack of sub-$5 billion asset sized banks in the Long Island and Greater New York City Metro Area. • Since June 2020, there have been 17 bank transactions in the tri-state area, 11 of which involved targets with total assets less than $5 billion. High Degree of Franchise Scarcity Value • Since 2014, the residential mortgage operation has been highly focused on non-conforming lending in New York City. With the addition of Savoy, the Company has acquired a niche in SBA and small business commercial banking platform. • Hanover’s municipal deposit banking business is differentiated in that it is focused on long-term relationships that typically have less pricing volatility, particularly in rising rate environments. Niche Lending & Funding Expertise Drives Pricing Power • Significantly enhanced the Bank’s commercial lending activity with the opening of the Hauppauge Business Banking Center in May 2023 and the hiring of our EVP & Chief Lending Officer, Joseph Burns (previously First Senior VP and New York State Market President of Valley Bank). • Demonstrated track record of profitability and investing in the business. Hanover is highly focused around profitability and a highly efficient operating platform and branch network. • The Company’s level of assets, loans, deposits and revenue relative to the number of branch offices is well above peers. Management believes a continued focus on operating efficiently will result in above average levels of profitability over the long-term. Efficient, Profitable and Scalable Business Model • Since 2016, Hanover has incurred $3.5 million in cumulative net charge-off’s, representing 36 basis points of average loans over that time period. • Total non-accrual loans at December 31, 2024 were $16.4 million, or 0.82% of total loans. • Hanover’s reserves of $22.8 million represent 1.15% of total loans at December 31, 2024. Disciplined Underwriting and High Quality Balance Sheet • Hanover’s executive team, which is led by Chairman and CEO Michael Puorro, has significant experience with M&A transactions and post-closing integration efforts. • In August 2019, the Company closed the CFSB acquisition and has successfully grown the former CFSB deposit franchise. • In May 2021, the Company closed the Savoy merger, acquiring an approximately $650 million total asset single branch commercial bank located in NYC. The transaction significantly diversified revenue and lending mix while boosting profitability and leveraging Savoy’s expertise in commercial and SBA lending. Demonstrated Ability to Integrate M&A Transactions

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12 $217.1 $81.4 HNVR Peers 5.30% 5.13% 5.00% 5.68% 6.13% 4.63% 4.57% 4.69% 5.40% 5.83% HNVR Peers $219.5 $77.3 HNVR Peers $256.9 $103.1 HNVR Peers Niche Lending & Branch-Lite Model Drives Profitability Niche Lending & Funding Expertise Drives Pricing Power Efficient, Profitable and Scalable Business Model Annual Yield on Loans ✓ A number of our business segments are focused on providing specialized lending and deposit products to specific customer groups within our markets. ✓ We are focused on providing expertise and excellent service in the chosen segments in which we operate. ✓ Since 2014 our residential mortgage operation has been highly focused on non-conforming lending in New York City. ✓ With Savoy, we acquired a niche SBA and small business commercial banking business. ✓ Our municipal deposit banking business is differentiated in that we are focused on long-term relationships and our customers are not transactional in nature. ✓ We consistently achieve a higher yield on loans than peers. $7.6 $3.9 HNVR Peers Revenue per Office Total Net Loans per Office Total Deposits per Office Total Assets per Office $1.4 $2.8 HNVR Peers Net Income per Office For the year ended December 31, 2024 Source: S&P Global Market Intelligence; SEC Filings. Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. Peers include major exchange-traded banks and thrifts with most recent quarter total assets between $1 and $3 billion, excluding merger targets and mutuals. Per branch metrics excludes the proposed Port Jefferson branch.

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13 $153 $22 $48 $0 $0 $38 $300 $80 $107 $216 $191 $131 Loans Sold ($M) Loans Originated ($M) • For the year ended December 31, 2024, Hanover’s HFI loan portfolio grew to $1.99 billion, an increase of $28.3 million or 1.45% • Hanover's loan pipeline with executed term sheets at December 31, 2024 is approximately $237 million, with approximately 89% being niche-residential, conventional C&I and SBA & USDA lending opportunities. – Commercial real estate (CRE )concentration ratio continued to improve with loans secured by office space accounting for 2.45% of the total loan portfolio and totaling $48.7 million. – The CRE concentration ratio decreased to 385% of total capital at 12/31/2024 from 432% of total capital at 12/31/2023. • Continue to Realize Strategic Opportunities: – Opened Hauppauge Business Banking Center in May 2023. o $88M in C&I originations in for the year ended December 31, 2024 and $104M in deposit balances at January 27, 2025. Niche Lending Segments: Niche-Residential and C&I Note: Hanover previously had a fiscal year end of September 30th. 2019 - 2024 is for the period ended December 31st for each respective year. Total Loan (ex. HFS) Growth ($mm) 1 Residential Real Estate $729 $1,277 $1,747 $1,957 $1,986 $0 $400 $800 $1,200 $1,600 $2,000 $2,400 ✓ Initiated our residential lending platform in 2013 with a focus on the boroughs of New York City. ✓ We originate mainly non-qualified, alternative documentation single-family residential mortgage loans through broker referrals, our branch network and retail channels. ✓ Recently developed flow origination program in 2024Q2 and saw on an annualized basis in 2024Q4 total sales of $76M for a net gain of $2M ✓ We offer multiple products including those designed specifically for two- to four-family units. ✓ We provide a mix of variable and fixed rate commercial and industrial loans which are typically made to small and medium sized businesses. ✓ Prior to the acquisition of Savoy, we had a very limited portfolio of commercial and industrial loans. ✓ Strategic initiative to build out the C&I business includes the opening of the Freehold branch and expansion into Hauppauge while simultaneously hiring a specialized C&I team. 2 Commercial and Industrial

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14 Niche Lending Segments: SBA Lending 12 Months Ended Dec. 2022 12 Months Ended Dec. 2023 12 Months Ended 3 Dec. 2024 SBA Lending • Continue to Realize Strategic Opportunities: – SBA & USDA Banking Team Expansion. • Efficient and Consistent Results: – Investment made in scaling the SBA vertical is paying dividends. 12 months ended December 31, 2024 SBA loan originations increased 14% from 2023. • Strong Finish to 2024: – Gains on sale of SBA loans totaled $2.5 million for the quarter ended December 31, 2024, representing a 9.76% increase over the comparable 2023 quarter. SBA Originations ($M) $72.1 $140.8 $161.0 Average Origination Size ($M) $1.6 $1.2 $1.2 Loans Sold ($M) $53.1 $73.5 $111.7 Gross Premium (%) 8.26% 8.43% 9.49% Note: Hanover previously had a fiscal year end of September 30th. 2022 - 2024 is for the period ended December 31st for each respective year. 26th SBA List of top lenders by volume Per US Small Business Administration

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15 225% 408% 470% 432% 385% CRE Investor Portfolio Calendar Period (Loan data as of 12/31/2024) Loans Total O/S Avg O/S Avg Interest Rate Callender Period 2025 3 0 $23,439 $781 6.12% 2026 3 3 44,679 1,354 4.87% 2027 9 0 163,358 1,815 5.03% 2028 3 0 31,803 1,060 6.63% 2029 4 2,378 595 7.03% 2030+ 1 2 5,745 479 6.24% Fixed Rate 199 $271,402 $1,364 5.33% Floating Rate 10 $27,103 $2,710 8.95% Total CRE-Inv. 209 $298,505 $1,428 5.66% Niche Lending Segments: Commercial Real Estate Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year. 4 Commercial Real Estate (including Multi-family) ✓ The Bank’s exposure to Land/Construction loans is minor at $13.5 million, all at floating interest rates, and CRE-owner occupied loans have a mix of floating rates. As shown below, 23% of the loan balances in these combined portfolios will mature in 2025 and 2026, with another 55% maturing in 2027. ✓ 63% 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. ✓ The Bank’s exposure to the Office market is minor at $49 million. The pool has a 1.28x weighted average DSCR, a 53% weighted average LTV and less than $400,000 of exposure in Manhattan. ✓ The Company’s commercial real estate concentration ratio continued to improve, decreasing to 385% of capital at December 31, 2024 from 432% of capital at December 31, 2023. Fixed Rate Reset / Maturity Schedule ($000s) CRE / TRBC Ratio (%)

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16 Multi-Family Market Rent Portfolio Multi-Family Stabilized Rent Portfolio Calendar Period (Loan data as of 12/31/2024) Loans Total O/S Avg O/S Avg Interest Rate 2025 1 0 $16,416 $1,642 4.30% 2026 3 6 118,503 3,292 3.66% 2027 7 1 176,490 2,486 4.30% 2028 1 8 29,858 1,659 6.15% 2029 6 4,957 826 7.70% 2030+ 2 639 320 4.47% Fixed Rate 143 $346,863 $2,426 4.29% Floating Rate 3 $716 $239 9.22% Total Multi-Family 146 $347,579 $2,381 4.30% Niche Lending Segments: Multi-Family Deep Dive Multi-Family Loan Portfolio - Loans by Rent Type Rent Type # of Notes Outstanding Loan Balance % of Total Multi-Family Avg. Loan Size LTV Current DSCR Avg. # of Units Location Manhattan 7 17,840 3 % 2,549 51.9% 1.62x 1 5 Other NYC 9 3 244,408 44% 2,628 61.2% 1.38x 1 0 Outside NYC 4 6 85,331 16% 1,855 64.8% 1.39x 1 3 Market 146 $347,579 63% $2,381 61.6% 1.39x 1 1 Location Manhattan 6 9,035 2 % 1,506 44.7% 1.59x 1 7 Other NYC 8 9 174,888 32% 1,965 63.2% 1.38x 1 1 Outside NYC 1 2 19,014 3 % 1,584 64.4% 1.40x 1 6 Stabilized 107 $202,937 37% $1,897 62.4% 1.39x 1 2 Multi-Family Stabilized Rent Portfolio Calendar Period (Loan data as of 12/31/2024) Loans Total O/S Avg O/S Avg Interest Rate 2025 1 4 $19,527 $1,395 4.82% 2026 2 0 42,901 2,145 3.67% 2027 5 3 124,773 2,354 4.22% 2028 1 2 10,221 852 7.14% 2029 4 4,346 1,087 6.38% 2030+ 4 1,169 292 5.41% Fixed Rate 107 $202,937 $1,897 4.36% Floating Rate - - - - Total Multi-Family 107 $202,937 $1,897 4.36%

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17 $86 $191 $200 $208 $212 $0 $50 $100 $150 $200 $250 $300 $688 $1,177 $1,518 $1,905 $1,954 $0 $400 $800 $1,200 $1,600 $2,000 $2,400 Deposit Growth ($mm) Noninterest-Bearing Deposit Growth ($mm) Noninterest-bearing Deposits 11% IB Demand, Savings & MMDA 64% Time Deposits 25% Noninterest-bearing Deposits 1% IB Demand, Savings & MMDA 26% Time Deposits 73% Growing Core Deposit Franchise • Hired a Chief Municipal Officer and supporting personnel to initiate our municipal banking business, which has grown municipal deposit balances from $74.3 million at December 31, 2020 to $509.3 million at December 31, 2024, at a weighted average rate of 3.72%; • Completed core conversion in February 2025 offering material improvements in user interfaces, functionality and efficiency that will better support our commitment to a digital forward future on better financial terms • Reduced wholesale funding levels (defined as Federal Home Loan Bank (“FHLB”) borrowings, brokered deposits and Qwick Rate accounts). Diversifying our Deposit Composition $2.0 billion As of September 30, 2012 As of December 31, 2024 $54 million Note: Hanover previously had a fiscal year end of September 30th. 2020 - 2024 is for the period ended December 31st for each respective year.

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Note: Hanover previously had a fiscal year end of September 30 18 th. 2020 - 2024 is for the period ended December 31st for each respective year. (1) Includes loans greater than 90 days past due and accruing. Asset Quality Managed Through Disciplined Policies and Procedures Credit Philosophy Credit Underwriting and Administration • Management utilized strong local community ties along with their experience with both federal and New York bank regulatory agencies to create a bank that emphasizes strong credit quality. • Total loans having credit risk ratings of Special Mention and Substandard were $40.8 million at December 31, 2024 versus $42.4 million at December 31, 2023. • Total non-accrual loans at December 31, 2024 were $16.4 million, or 0.82% of total loans. • Credit quality remains solid as net charge-offs were $1.6M or 0.08% of average loans for the year ended 12/31/2024. • Allowance for credit losses was 1.15% of total loans. Loans secured by office space accounted for 2.45% of the total loan portfolio with a total balance of $48.7 million, of which less than 1% is located in Manhattan. • The year-over-year increase in the provision for credit losses was primarily related to the recording of a $4.0 million provision for credit losses in the June 2024 quarter that was mainly attributable to an ACL on an individually evaluated loan of $2.5 million and $1.1 million related to ongoing enhancements to the CECL model. 0.46% 0.42% 0.59% 0.64% 0.71% 0.00% 0.50% 1.00% 1.50% Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Nonperforming Assets / Total Assets(1) Net Charge-off’s / Average Loans 0.07% 0.04% 0.00% 0.05% 0.08% (0.20%) (0.10%) 0.00% 0.10% 0.20% Dec-20 Dec-21 Dec-22 Dec-23 Dec-24

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19 Appendix

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20 2016 Rank Institution Deposits ($mm) 1 $2,695 2 $3,344 3 $2,926 4 $3,009 5 $3,412 6 $2,714 7 $2,260 8 $2,609 9 $1,838 10 $1,392 Significant Consolidation of NYC Metro Community Banks Provides Growth Opportunities Source: SEC Filings; S&P Global Market Intelligence. Note: Dollars in millions. (1) Banks in the NYC MSA acquired in a given year as a percentage of the number of institutions with total assets less than $5 billion as of December 31st of the prior year. (2) Institutions ranked by asset size. Includes banks with total assets less than $5 billion as of December 31st, 2016. (3) Pending completion of merger with ConnectOne Bancorp, Inc. % of Banks Acquired in NYC(1) Top 20 NYC MSA Banks in 2016(2) Approximately 35% of banks(1) in NYC MSA were consolidated in the last 5 years 2016 Rank Institution Deposits ($mm) 11 $1,167 12 $1,113 13 $695 14 $946 15 $835 16 $777 17 $746 18 $661 19 $718 20 $573 4.3% 14.5% 7.5% 10.2% 6.4% 0.0% 2019 2020 2021 2022 2023 2024 Acquired Institutions ranked by asset size Long Island Significantly Consolidated (3)

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21 $6,192 $4,666 $1,874 $894 $844 $632 $537 $518 $457 $436 Sioux Falls, SD Salt Lake City, UT Seaford, DE Charlotte, NC New York City Town of Pecos, TX San Jose, CA San Francisco San Antonio, TX Philadelphia 19.4 12.8 9.2 8.4 7.7 6.4 6.4 6.3 6.3 5.2 New York City Los Angeles Chicago Dallas Houston Atlanta Washington D.C. Miami Philadelphia Phoenix 3,642 943 842 668 650 615 608 492 457 437 New York City Salt Lake City, UT Sioux Falls, SD Los Angeles Dallas Chicago Philadelphia Boston Charlotte San Francisco New York MSA – A Leading U.S. Banking Market Source: S&P Global Market Intelligence; SEC Filings; US Census; U.S. Small Business Administration. Note: Small Business data as of 2024. Population (mm) Deposits per Branch ($mm) Deposits ($bn) Most Populated MSA 5 th Largest Deposits per Branch Largest Deposit Market (MSA) 4.2 3.3 3.3 2.2 1.3 1.3 1.1 1.1 1.1 1.0 California Florida Texas New York Georgia Illinois North Carolina Ohio Pennsylvania New Jersey Small Businesses (mm) 4 th Most Small Businesses by State

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22 Non-GAAP Reconciliation Tangible Book Value per Share (1) Includes common stock and Series A preferred stock. As of Sept. 30, As of December 31, Non-GAAP Reconciliation Table 2024 2024 2023 2022 2021 2020 Book value per Share(1) $25.89 $26.48 $25.16 $24.34 $23.26 $19.12 Less: Goodwill and Other Intangible Assets ($2.61) ($2.62) ($2.65) ($2.68) ($3.53) ($0.46) Tangible Book Value per Share(1) $23.28 $23.86 $22.51 $21.66 $19.73 $18.66 Common Equity(1) $192,339 $196,638 $184,830 $177,628 $129,379 $80,024 Less: Goodwill and Other Intangible Assets (19,433) (19,418) (19,479) (19,549) (19,627) (1,921) Tangible Common Equity(1) $172,906 $177,220 $165,351 $158,079 $109,752 $78,103 Total Assets 2,327,814 2,312,110 2,270,060 1,983,692 1,458,180 876,883 Less: Goodwill and Other Intangible Assets (19,433) (19,418) (19,479) (19,549) (19,627) (1,921) Tangible Assets 2,308,381 2,292,692 2,250,581 1,964,143 1,438,553 874,962 Tangible Common Equity ratio(1) 7.49% 7.73% 7.35% 8.05% 7.63% 8.93%

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23 Non-GAAP Reconciliation ROATCE / Pre-Provision Net Revenue/Average Assets Note: Ratios as of or for the three months ended December 31st, 2024, September 30th, 2024, and December 31st, 2023 are annualized. (1) Includes common stock and Series A preferred stock. Non-GAAP Reconciliation Table As of or For the Three Months Ended As of or For the Years Ended December 31, ROATCE / Pre-Provision Net Revenue/Average Assets December 31, 2024 September 30, 2024 December 31, 2023 2024 2023 2022 2021 2020 (dollars in thousands) Net Income $3,902 $3,539 $3,763 $12,346 $13,589 $22,357 $15,869 $4,723 Average Common Equity(1) $194,514 $191,430 $184,368 $191,323 $182,700 $158,460 $106,003 $76,518 Less: Average Goodwill and Other Intangible Assets (19,427) (19,442) (19,489) (19,449) (19,515) (19,588) (12,138) (1,653) Average Tangible Common Equity $175,087 $171,988 $164,879 $171,874 $163,185 $138,872 $93,865 $74,865 Return on Average Common Equity(1) 7.98% 7.35% 8.10% 6.45% 7.44% 14.11% 14.97% 6.17% Return on Average Tangible Common Equity(1) 8.87% 8.19% 9.05% 7.18% 8.33% 16.10% 16.91% 6.31% Net Interest Income $13,808 $13,102 $12,659 $53,092 $51,887 $61,250 $49,650 $27,712 Non-Interest Income 4,187 3,954 3,254 15,339 10,691 7,906 5,438 958 Non-Interest Expense (12,400) (12,238) (10,670) (47,112) (42,120) (35,189) (32,679) (21,460) Pre-Provision Net Revenue $5,595 $4,818 $5,243 $21,319 $20,458 $33,967 $22,409 $7,210 Average Assets $2,228,636 $2,261,158 $2,148,945 $2,233,028 $2,065,621 $1,612,660 $1,240,511 $853,454 Pre-Provision Net Revenue/Average Assets 1.00% 0.85% 0.97% 0.95% 0.99% 2.11% 1.81% 0.84%

v3.25.0.1
Document and Entity Information
Feb. 25, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 25, 2025
Entity File Number 001-41384
Entity Registrant Name Hanover Bancorp, Inc. /NY
Entity Incorporation, State or Country Code NY
Entity Tax Identification Number 81-3324480
Entity Address State Or Province NY
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
Title of 12(b) Security Common stock
Trading Symbol HNVR
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001828588
Amendment Flag false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
v3.25.0.1
Document Information
Feb. 25, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Amendment false
CIK 0001828588
Registrant Name Hanover Bancorp, Inc. /NY
Period End Date Feb. 25, 2025

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