M&A - Hanover Bancorp, Inc. /NY

Form Type: 8-K

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000155837025008936

Filing Summary: On June 25, 2025, Hanover Bancorp, Inc. executed a Merger Agreement to merge with its wholly owned subsidiary, resulting in a Reincorporation Merger. This merger transitioned Hanover Bancorp's legal jurisdiction from New York to Maryland, ceasing the existence of the New York corporation while the Maryland corporation continued operationally and succeeded all rights and obligations of the parent. Key aspects included the automatic conversion of Parent Common Stock to Company Common Stock, maintaining capital stock structure, and the transfer of governance from New York Business Corporation Law (NYBCL) to Maryland General Corporation Law (MGCL). The agreement received necessary approvals from the boards and shareholders prior to execution. The merger officially takes effect on June 26, 2025, with all corporate operations transitioning to the Maryland entity under the same name. There are no material changes to shareholder rights, however, they will now be governed by Maryland laws and corporate by-laws. Relevant exhibits including the Articles of Merger and Agreement and Plan of Merger are attached as part of the filing.