8-K

BV Financial, Inc. (BVFL)

8-K 2025-07-18 For: 2025-07-17
View Original
Added on April 08, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): July 17, 2025

BV FINANCIAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland 001-36094 14-1920944
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
7114 North Point Blvd.
Baltimore, Maryland 21219
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 410 477-5000
---

(Former Name or Former Address, if Changed Since Last Report)

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<br>Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share BVFL The Nasdaq Stock Market LLC

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 July 17, 2025, BV Financial, Inc. (the “Company”), the holding company for BayVanguard Bank, issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the Company's press release is attached as Exhibit 99.1 and is furnished herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

                Press Release dated July 17, 2025

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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.

BV FINANCIAL, INC.
Date: July 18, 2025 By: /s/ Michael J. Dee
Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact:

Michael J. Dee

Chief Financial Officer

(410) 477- 5000

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Baltimore, Maryland, July 17, 2025– BV Financial, Inc. (NASDAQ: BVFL), the holding company for BayVanguard Bank (the “Bank”), today reported net income of $2.9 million, or $0.29 per diluted share, for the quarter ended June 30, 2025 compared to net income of $3.4 million, or $0.32 per diluted share, for the quarter ended June 30, 2024. Net income for the six-month period ended June 30, 2025 was $5.0 million or $0.50 per diluted share compared to net income of $6.0 million or $0.52 per diluted share for the six-month period ended June 30, 2024.

Adjusted net income, a non-GAAP financial metric, was $3.7 million and $3.4 million for the quarters ended June 30, 2025 and 2024 and $6.7 million and $6.04 million for the year to date periods ended June 30, 2025 and 2024, respectively. For a reconciliation of net income as reported and Non-GAAP adjusted net income, see the table below.

Financial Highlights

  • Return on average assets and return on average equity for the three months ended June 30, 2025 was 1.26% and 5.78%, respectively.
  • Net loans increased $13.2 million or 1.8% to $742.4 million compared to $729.2 million at December 31, 2024.
  • Deposits increased $7.4 million or 1.1% from $651.5 million at December 31, 2024 to $658.9 million at June 30, 2025.
  • All $15.0 million in borrowings from the Federal Home Loan Bank of Atlanta “FHLB” were paid off in the quarter.
  • Non-accrual loans increased $400,000 to $4.4 million at June 30, 2025 from $4.0 million at December 31, 2024.
  • The Company recorded provisions for credit losses of $178,000 for the three months ended June 30, 2025 and $475,000 for the six months ended June 30, 2025.
  • During the quarter ended June 30, 2025, the Company repurchased 277,000 shares of its outstanding common stock at an average price of $15.29.

FINANCIAL CONDITION DISCUSSION

Total Assets. Total assets were $908.3 million at June 30, 2025, a decrease of $3.5 million, or -0.4%, from $911.8 million at December 31, 2024. The decrease was due primarily to the Company utilizing cash on-hand to repay $15.0 million in borrowings from the FHLB.

Cash and Cash Equivalents. Cash and cash equivalents decreased $14.2 million, or 20.1%, to $56.3 million at June 30, 2025 from $70.5 million at December 31, 2024. The decrease in cash is primarily a result of the pay-off of FHLB borrowings.

Loans Receivable. Loans receivable increased $13.8 million, or 1.9%, to $751.6 million at June 30, 2025 from $737.8 million at December 31, 2024. Increases in in owner occupied 1-4 loans, commercial loans and construction loans offset decreases in non-owner occupied 1-4 loans, owner occupied 1-4 junior liens, owner occupied commercial real estate, marine and investor commercial real estate loans.

Securities. Securities available for sale decreased by $1.9 million or 5.1% from December 31, 2024 as paydowns in the mortgage-backed securities were not replaced with new purchases. The held-to-maturity portfolio experienced a slight decrease due to paydowns.

Total Liabilities. Total liabilities decreased $6.0 million or -0.8%, to $710.3 million at June 30, 2025 from $716.3 million at December 31, 2024. The decrease was due primarily to the decrease in borrowings offsetting increases in deposits.

Deposits. Total deposits increased $7.4 million, or 1.1% to $658.9 million at June 30, 2025 from $651.5 million at December 31, 2024. Interest-bearing deposits increased $2.6 million, or 0.5%, to $524.4 million at June 30, 2025 from $521.8 million at December 31, 2024. Noninterest bearing deposits increased $4.8 million, or 3.7%, to $134.5 million at June 30, 2025 from $129.7 million at December 31, 2024.

Stockholders’ Equity. Stockholders’ equity increased $2.5 million, or 1.3%, to $198.0 million at June 30, 2025 from $195.5 million at December 31, 2024 as net income and the decrease in the accumulative other comprehensive loss was somewhat offset by $4.3 million in stock repurchase during the period.

RESULTS OF OPERATION DISCUSSION

Net Income. Net income was $2.9 million or $0.29 per diluted share for the three months ended June 30, 2025 compared to $3.4 million or $0.32 per diluted share for the three months ended June 30, 2024. Net income was $5.0 million or $0.50 per diluted share for the six months ended June 30, 2025 compared to $6.0 million or $0.52 per diluted share for the six months ended June 30, 2024. The decreases were due to higher provisions for credit losses and noninterest compensation expenses, offset by higher net interest income.

Net Interest Income. Net interest income was $9.2 million for the three months ended June 30, 2025 compared to $8.9 million for the three months ended June 30, 2024.The net interest margin for the three months ended June 30, 2025 was 4.36% compared to 4.33% for the three months ended June 30, 2024. The increase in net interest income was due to higher average balances of

interest earning assets and higher yields on these assets offset by a higher average balance of deposits and higher rates paid on deposits.

Net interest income was $17.8 million for the six months ended June 30, 2025, compared to $16.9 million in the six months ended June 30, 2024. The net interest margin for the six months ended June 30, 2025 was 4.24% compared to 4.12% for the six months ended June 30, 2024. The increase in net interest income was due to higher average balances of interest earning assets and higher yields on these assets offsetting the increase in interest expense due to a higher volume of deposits and higher rates paid on deposits.

Noninterest Income. For the three months ended June 30, 2025, noninterest income totaled approximately $714,000 compared to $596,000 for the quarter ended June 30, 2024. The increase is attributable to the collection of miscellaneous fees on loans and deposits.

For the six months ended June 30, 2025 and June 30, 2024, noninterest income totaled $1.2 million.

Noninterest Expense. For the three months ended June 30, 2025, noninterest expense totaled $5.8 million compared to $4.9 million in the three months ended June 30, 2024. Increases in compensation and benefits of $927,000 due to the $1.1 million cost of the equity awards granted under the 2024 Equity Incentive Plan approved by stockholders. All other expense categories combined decreased by $70,000 in the quarter ended June 30, 2025 when compared to the quarter ended June 30, 2024.

For the six months ended June 30, 2025, noninterest expense totaled $11.9 million as compared to $9.8 million in the six months ended June 30, 2024. Compensation and benefits expense increased $2.3 million due to the $2.3 million cost of the equity awards granted under the 2024 Equity Incentive Plan approved by stockholders. All other expense categories combined decreased by $210,000 in the quarter ended June 30, 2025 when compared to the quarter ended June 30, 2024.

Asset Quality. Non-performing assets at June 30, 2025 totaled $4.5 million consisting of $4.4 million in nonperforming loans and $157,000 in other real estate owned, compared to $4.2 million at December 31, 2024, consisting of $4.0 million in non-performing loans and $159,000 in other real estate owned. At June 30, 2025, the allowance for credit losses on loans was $9.2 million, which represented 1.22% of total loans and 208.6% of non-performing loans compared to $8.5 million at December 31, 2024, which represented 1.15% of total loans and 212.5% of non-performing loans.

Forward-Looking Statements

This press release may contain certain forward-looking statements that are based on management’s current expectations regarding economic, legislative and regulatory issues that may impact the Company’s earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, increased competitive pressures, the effects of inflation, the imposition of tariffs or other domestic or international governmental policies, potential recessionary conditions, general economic conditions or conditions within the securities

markets, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the FRB, changes in the quality, size and composition of our loan and securities portfolios, changes in liquidity, including the size and composition of our deposit portfolio, including the percentage of uninsured deposits in the portfolio, changes in demand for our products and services, accounting and tax changes, deposit flows, real estate values and competition, changes in accounting principles, policies or guidelines, changes in legislation or regulation and other economic, competitive, governmental, regulatory and technological factors affecting the Company’s operations, pricing, products and services, a potential government shutdown, a failure in or breach of our operational or security systems or infrastructure, including cyberattacks that could adversely affect the Company’s financial condition and results of operations and the business in which the Company and the Bank are engaged and the failure to maintain current technologies, our ability to enter into new markets successfully and capitalize on growth opportunities and the failure to retain or attract employees.

BV Financial, Inc. is the parent company of BayVanguard Bank. BayVanguard Bank is headquartered in Baltimore, Maryland with thirteen branches in the Baltimore metropolitan area and the eastern shore of Maryland. The Bank is a full-service community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses.

BV FINANCIAL, INC.
Consolidated Financial Ratios
At or For the Three Months At or For the Six Months
Ended June 30, Ended June 30,
2025 2024 2025 2024
Performance Ratios(1):
Return on average assets 1.26 % 1.52 % 1.09 % 1.34 %
Return on average equity 5.78 % 6.68 % 5.03 % 5.92 %
Interest rate spread(2) 3.60 % 3.61 % 3.48 % 3.10 %
Net interest margin(3) 4.36 % 4.33 % 4.24 % 4.12 %
Non-interest expense to average assets 2.54 % 2.19 % 2.62 % 2.21 %
Efficiency ratio(4) 58.30 % 51.53 % 62.66 % 54.42 %
Average interest-earning assets to average interest-bearing liabilities 151.25 % 154.65 % 149.86 % 154.62 %
Average equity to average assets 21.88 % 22.73 % 21.62 % 22.68 %
Credit Quality Ratios:
Allowance for credit losses as a percentage of total loans 1.22 % 1.22 % 1.22 % 1.22 %
Allowance for credit losses as a percentage of non-performing loans 208.61 % 103.88 % 208.61 % 103.88 %
Net charge-offs (recoveries) to average outstanding loans during the year 0.00 % -0.01 % -0.01 % -0.02 %
Non-performing loans as a percentage of total loans 0.58 % 1.17 % 0.58 % 1.17 %
Non-performing loans as a percentage of total assets 0.48 % 0.92 % 0.48 % 0.92 %
Total non-performing assets as a percentage of total assets 0.50 % 0.94 % 0.50 % 0.94 %
Other:
Number of offices 13 13 13 13
Number of full-time equivalent employees 109 116 109 116
Weighted average shares outstanding 9,858,540 10,652,315 9,878,319 11,391,350
(1) Performance ratios are annualized.
(2) Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(3) Represents net interest income as a percentage of average interest-earning assets.
(4) Represents non-interest expenses divided by the sum of net interest income and non-interest income.
BV FINANCIAL, INC.
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Consolidated Balance Sheets
December 31, 2024
(dollars in thousands, except share amounts)
Assets
Cash 4,987 $ 5,842
Interest-bearing deposits in other banks 51,336 64,658
Cash and cash equivalents 56,323 70,500
Equity Investment 406 391
Securities available for sale 35,359 37,259
Securities held to maturity (fair value of 5,128 and 5,171, ACL of 3 and 4) 5,832 5,979
Loans held for maturity 751,573 737,760
Allowance for Credit Losses (9,159 ) (8,522 )
Net Loans 742,414 729,238
Foreclosed real estate 157 159
Premises and equipment, net 13,182 13,224
Federal Home Loan Bank of Atlanta stock, at cost 656 1,366
Investment in life insurance 20,259 20,058
Accrued interest receivable 3,243 3,161
Goodwill 14,420 14,420
Intangible assets, net 741 831
Deferred tax assets, net 9,309 8,899
Other assets 6,026 6,336
Total assets 908,327 $ 911,821
Liabilities and Stockholders' Equity
Liabilities
Noninterest-bearing deposits 134,520 $ 129,724
Interest-bearing deposits 524,371 521,767
Total deposits 658,891 651,491
FHLB borrowings 15,000
Subordinated debentures 34,961 34,883
Other liabilities 16,484 14,948
Total liabilities 710,336 716,322
Stockholders' equity
Preferred stock, 0.01 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, 0.01 par value; 45,000,000 shares authorized in 2025 and 2024; 10,318,418 shares issued and outstanding as of June 30, 2025; 10,645,284 shares issued and outstanding as of December 31, 2024 103 106
Paid-in capital 91,854 94,679
Unearned common stock held by employee stock ownership plan (7,069 ) (7,160 )
Retained earnings 114,455 109,495
Accumulated other comprehensive loss (1,352 ) (1,621 )
Total stockholders' equity 197,991 195,499
Total liabilities and stockholders' equity 908,327 $ 911,821

All values are in US Dollars.

BV FINANCIAL, INC.
Consolidated Statements of Income
(dollars in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30,
Interest Income 2025 2024 2025 2024
Loans, including fees $ 11,334 $ 10,177 $ 22,075 $ 19,959
Investment securities available for sale 324 306 674 612
Investment securities held to maturity 46 91 93 183
Other interest income 562 1,043 1,305 1,867
Total interest income 12,266 11,617 24,147 22,621
Interest Expense
Interest on deposits 2,622 2,242 5,223 4,228
Interest on FHLB borrowings 23 - - -
Interest on Subordinated debentures 465 466 1,125 1,521
Total interest expense 3,110 2,708 6,348 5,749
Net interest income 9,156 8,909 17,799 16,872
Provision for (recovery of) credit losses 178 (111 ) 475 (92 )
Net interest income after provision for (recovery of) credit losses 8,978 9,020 17,324 16,964
Noninterest Income
Service fees on deposits 112 97 216 200
Fees from debit cards 177 182 341 354
Income from investment in life insurance 114 112 201 199
Other income 311 205 485 421
Total noninterest income 714 596 1,243 1,174
Noninterest Expense
Compensation and related benefits 4,018 3,091 8,542 6,220
Occupancy 379 409 823 847
Data processing 395 374 792 751
Advertising 3 6 9 11
Professional fees 249 244 479 356
Equipment 94 103 185 205
Foreclosed real estate and repossessed assets holding costs 0 11 2 16
Amortization of intangible assets 45 45 90 90
FDIC insurance premiums 84 81 165 164
Other expense 488 533 845 1,160
Total noninterest expense 5,755 4,897 11,932 9,820
Net income before tax 3,937 4,719 6,635 8,318
Income tax expense 1,076 1,320 1,675 2,345
Net income $ 2,861 $ 3,399 $ 4,960 $ 5,973
Basic earnings per share $ 0.29 $ 0.32 $ 0.50 $ 0.52
Diluted earnings per share $ 0.29 $ 0.32 $ 0.50 $ 0.52
BV FINANCIAL, INC.
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Average Balance Sheet for the Quarters ended June 30,
(Dollars in thousands)
For the Three Months Ended June 30,
2025 2024
(dollars in thousands) Average Outstanding Balance Interest Average Yield/Rate Average Outstanding Balance Interest Average Yield/Rate
(Unaudited)
Interest-earning assets:
Loans $ 752,181 $ 11,334 6.04 % $ 705,516 $ 10,177 5.79 %
Securities available-for-sale 34,770 324 3.74 % 33,445 306 3.67 %
Securities held-to-maturity 6,624 46 2.79 % 10,777 91 3.39 %
Cash, cash equivalents and other interest-earning assets 49,450 562 4.60 % 75,031 1,043 5.59 %
Total interest-earning assets 843,025 12,266 5.84 % 824,769 11,617 5.65 %
Noninterest-earning assets 64,324 67,088
Total assets $ 907,349 $ 891,857
Interest-bearing liabilities:
Interest-bearing demand deposits $ 76,698 159 0.83 % $ 86,892 237 1.09 %
Savings deposits 120,584 106 0.35 % 139,980 96 0.28 %
Money market deposits 125,686 766 2.44 % 93,787 475 2.03 %
Certificates of deposit 197,488 1,591 3.23 % 177,859 1,434 3.23 %
Total interest-bearing deposits 520,456 2,622 2.02 % 498,518 2,242 1.80 %
Federal Home Loan Bank advances 1,978 23 4.66 %
Subordinated debentures 34,945 465 5.34 % 34,789 466 5.36 %
Total borrowings 36,923 488 5.30 % 34,789 466 5.37 %
Total interest-bearing<br>liabilities 557,379 3,110 2.24 % 533,307 2,708 2.04 %
Noninterest-bearing demand deposits 134,841 139,070
Other noninterest-bearing liabilities 16,930 16,627
Total liabilities 709,150 689,004
Equity 198,199 202,853
Total liabilities and equity $ 907,349 $ 891,857
Net interest income $ 9,156 $ 8,909
Net interest rate spread 3.60 % 3.61 %
Net interest-earning assets $ 285,646 $ 291,462
Net interest margin 4.36 % 4.33 %
Average interest-earning assets to interest-bearing liabilities 151.25 % 154.65 %
BV FINANCIAL, INC.
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Average Balance Sheet for the Six Months ended June 30,
(Dollars in thousands)
For the Six Months Ended June 30,
2025 2024
(dollars in thousands) Average Outstanding Balance Interest Average Yield/Rate Average Outstanding Balance Interest Average Yield/Rate
(Unaudited)
Interest-earning assets:
Loans $ 745,958 $ 22,075 5.97 % $ 706,942 $ 19,959 5.54 %
Securities available-for-sale 35,821 674 3.79 % 33,745 612 3.61 %
Securities held-to-maturity 6,971 93 2.69 % 10,796 183 3.41 %
Cash, cash equivalents and other interest-earning assets 58,091 1,305 4.55 % 68,856 1,867 5.28 %
Total interest-earning assets 846,841 24,147 5.75 % 820,339 22,621 5.41 %
Noninterest-earning assets 64,667 67,273
Total assets $ 911,508 $ 887,612
Interest-bearing liabilities:
Interest-bearing demand deposits $ 78,414 330 0.85 % $ 85,721 473 1.12 %
Savings deposits 121,516 206 0.34 % 143,304 161 0.18 %
Money market deposits 125,326 1,530 2.46 % 90,762 827 1.61 %
Certificates of deposit 196,439 3,157 3.24 % 175,477 2,767 3.09 %
Total interest-bearing deposits 521,695 5,223 2.02 % 495,264 4,228 1.62 %
Federal Home Loan Bank advances 8,453 194 4.63 %
Subordinated debentures 34,925 931 5.38 % 35,297 1,521 8.64 %
Total borrowings 43,378 1,125 5.23 % 35,297 1,521 8.64 %
Total interest-bearing<br>liabilities 565,073 6,348 2.27 % 530,561 5,749 2.31 %
Noninterest-bearing demand deposits 133,419 139,381
Other noninterest-bearing liabilities 15,939 16,384
Total liabilities 714,433 686,326
Equity 197,075 201,286
Total liabilities and equity $ 911,508 $ 887,612
Net interest income $ 17,799 $ 16,872
Net interest rate spread 3.48 % 3.10 %
Net interest-earning assets $ 281,768 $ 289,778
Net interest margin 4.24 % 4.12 %
Average interest-earning assets to interest-bearing liabilities 149.86 % 154.62 %
ALLOWANCE FOR CREDIT LOSS - LOANS
--- --- --- --- --- --- ---
(Dollars in thousands)
QTR YTD
6/30/2025 6/30/2025
Beginning Balance $ 8,888 $ 8,522
Provision for credit loss -loans 242 593
Net Charge-offs (recoveries):
Owner Occupied 1-4 (13 ) (16 )
Non-Owner Occupied 1-4 (14 ) (30 )
Investor Commercial Real Estate
OO Commercial Real Estate
Construction & Land (1 ) (2 )
Farm Loans
Marine & Consumer (1 ) 4
Guaranteed by the US Gov't
Commercial
Net charge-offs (recoveries) (29 ) (44 )
Ending Balance- ACL for Loans $ 9,159 $ 9,159
Balance Reserve for unfunded loan commitments 237 237
Balance Reserve for HTM Securities 3 3
Total ACL $ 9,399 $ 9,399
Provision expense for Unfunded Commitments (63 ) (117 )
Provision expense for HTM Securities (1 ) (1 )
Total other provision expense $ (64 ) $ (118 )
Total provision for (recovery of ) credit losses $ 178 $ 475
RECONCILIATION TABLE (UNAUDITED)
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NON-GAAP ADJUSTED NET INCOME
Non-GAAP Reconciliation
In addition to results presented in accordance with generally accepted accounting principles utilized in the Unites States ("GAAP"), this earnings release contains a non-GAAP financial measure, Non-GAAP adjusted net income. The Company believes this non-GAAP financial measure is useful for both investors and management to understand the effects of certain items and provide an alternative view of its performance over time. Non-GAAP measures have inherent limitations, are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for total stockholders' equity or operating results determined in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.
Three Months ended June 30,
2025 2024
Net Income (GAAP) $ 2,861 $ 3,399
Plus(minus) tax adjusted items:
2024 Equity Plan Expenses - tax adjusted 839 -
Non GAAP adjusted net income $ 3,700 $ 3,399
Six Months ended June 30,
2025 2024
Net Income (GAAP) $ 4,960 $ 5,973
Plus(minus) tax adjusted items:
2024 Equity Plan Expenses - tax adjusted 1,728 -
Non GAAP adjusted net income $ 6,688 $ 5,973