Hanover Bancorp, Inc. /MD 8-K

What Happened

• Hanover Bancorp, Inc. filed an 8‑K on March 12, 2026, announcing a private placement of $35.0 million aggregate principal amount of 7.25% Fixed‑to‑Floating Rate Subordinated Notes due March 15, 2036. The notes were issued at par to qualified institutional and accredited investors.
• The notes pay 7.25% interest semi‑annually through March 15, 2031. From March 15, 2031 until maturity (or earlier redemption) the rate resets quarterly to 3‑month SOFR (floored at 0%) plus 386 basis points, payable quarterly. The company may redeem the notes (in whole or in part) on or after March 15, 2031, subject to regulatory approval where required.
• The notes are unsecured, subordinated obligations of Hanover Bancorp (not guaranteed by subsidiaries), rank junior to senior debt, and are intended to qualify as Tier 2 regulatory capital. UMB Bank, N.A. is trustee under the Indenture dated March 12, 2026.

Key Details

• Offering size: $35.0 million principal; issued at 100% of face.
• Maturity: March 15, 2036. Fixed 7.25% through 3/15/2031; thereafter SOFR + 386 bps (SOFR floored at 0%).
• Use of proceeds: repayment of existing indebtedness and general corporate purposes.
• Registration Rights: Company agreed to exchange the unregistered notes for substantially identical registered “Exchange Notes”; failure to meet registration obligations could require the Company to pay additional interest.

Why It Matters

• This funding increases Hanover’s subordinated capital and is intended to count as Tier 2 regulatory capital, which can support regulatory capital ratios.
• The issue is subordinated and ranks behind senior debt, so it bears higher yield and greater risk relative to senior borrowings.
• Investors should note the fixed period through 2031 (7.25%) followed by a SOFR‑based floating rate, the company’s right to redeem after 2031 (subject to approval), and the registration/exchange mechanics that could affect liquidity and additional interest payments if registration is delayed.