BVFL / BV Financial, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

BV Financial, Inc.
US ˙ NasdaqCM ˙ US05603E2081

Mga Batayang Estadistika
CIK 1302387
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BV Financial, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 13, 2025 10-Q

Note 3 – Loans Receivable Note 5 – Foreclosed Real Estate Note 8 – Lease Commitments And Contingencies Note 10 – Fair Value Measurements Note 11 – Fair Value Of Financial Instruments Note 12 – Earnings Per Share (“EPS”) Note 13 – income taxes Note 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41764 BV FINANCIA

August 13, 2025 EX-10.1

BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN ARTICLE 1 - GENERAL

Exhibit 10.1 BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN ARTICLE 1 - GENERAL Section 1.1 Purpose, Effective Date and Term. The purpose of this BV Financial Inc. 2024 Equity Incentive Plan (the “Plan”) is to promote the long-term financial success of BV Financial, Inc. (the “Company”), and its Subsidiaries, including BayVanguard Bank (the “Bank”) by providing a means to attract, retain and reward

July 18, 2025 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

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

July 18, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 17, 2025 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File N

June 23, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31. 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF TH

May 13, 2025 10-Q

Note 3 – Loans Receivable Note 5 – Foreclosed Real Estate Note 8 – Lease Commitments And Contingencies Note 10 – Fair Value Measurements Note 11 – Fair Value Of Financial Instruments Note 12 – Earnings Per Share (“EPS”) Note 13 – Income Taxes Note 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41764 BV FINANCI

May 13, 2025 EX-10.1

BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN ARTICLE 1 - GENERAL

Exhibit 10.1 BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN ARTICLE 1 - GENERAL Section 1.1 Purpose, Effective Date and Term. The purpose of this BV Financial Inc. 2024 Equity Incentive Plan (the “Plan”) is to promote the long-term financial success of BV Financial, Inc. (the “Company”), and its Subsidiaries, including BayVanguard Bank (the “Bank”) by providing a means to attract, retain and reward

May 9, 2025 8-K

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): May 8, 2025 BV Financial, Inc. (E

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): May 8, 2025 BV Financial, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I

April 18, 2025 8-K

FORM 8-K Item 2.02 Results of Operations and Financial Condition.

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): April 18, 2025 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File

April 18, 2025 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Exhibit 99.1 Contact: Michael J. Dee Chief Financial Officer (410) 477- 5000 BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS Baltimore, Maryland, April 17, 2025– BV Financial, Inc. (NASDAQ: BVFL), (the “Company”) the holding company for BayVanguard Bank (the “Bank”), reported net income of $2.1 million or $0.21 per diluted share for the quarter ended March 31, 2025 compared to net income of $2.6 mi

April 8, 2025 8-K

Financial Statements and Exhibits, Other Events

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): April 04, 2025 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File

April 8, 2025 EX-99.1

BV Financial, Inc. Announces Adoption and Regulatory Non-Objection for Stock Repurchase Program

FOR IMMEDIATE RELEASE BV Financial, Inc. Announces Adoption and Regulatory Non-Objection for Stock Repurchase Program Baltimore, Maryland, April 4, 2025 — BV Financial, Inc. (the “Company”) (NASDAQ: BVFL), the holding company for BayVanguard Bank (the “Bank”), announced today that the Company has adopted, and received the non-objection of the Federal Reserve Bank of Richmond (the “Federal Reserve”

April 3, 2025 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ____)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 27, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41764 BV FINANCIAL, I

March 27, 2025 EX-21

Subsidiaries of Registrant

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name State or Jurisdiction of Incorporation Ownership Percentage BayVanguard Bank Maryland 100% BV Real Estate, LLC(1) Maryland 100% 1920 Rock Spring Road, LLC(1) Maryland 100% Idlewild Properties, LLC(1) Maryland 100% (1) Wholly-owned subsidiary of BayVanguard Bank

March 27, 2025 EX-4.2

DESCRIPTION OF CAPITAL STOCK OF BV FINANCIAL

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK OF BV FINANCIAL General BV Financial, Inc. (“BV Financial”) is authorized to issue 45,000,000 shares of common stock, par value of $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share. Each share of common stock has the same relative rights as, and are identical in all respects to, each other share of common stock. All shares

March 27, 2025 EX-19.1

BV Financial, Inc. Insider Trading Policy

Exhibit 19.1 BV FINANCIAL, INC. POLICY REGARDING INSIDER TRADING BV Financial, Inc. (the “Company”) is a public company whose common stock trades on the Nasdaq Capital Market and is registered under the Securities Exchange Act of 1934, as amended. As a public company, the Company files periodic reports and proxy statements with the Securities and Exchange Commission (the “SEC”). Investment by dire

March 27, 2025 EX-99.7

Clawback Policy (incorporated by reference to Exhibit 99.7 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (Commission File No. 001-41764), as filed on March 22, 2024)

Exhibit 99.7 BV FINANCIAL, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of BV Financial, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an accounting restatement. The Company has adopted this Policy as a su

January 28, 2025 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Exhibit 99.1 Contact: Michael J. Dee Chief Financial Officer (410) 477- 5000 BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS Baltimore, Maryland, January 27, 2025– BV Financial, Inc. ( NASDAQ: BVFL), (the “Company”) the holding company for BayVanguard Bank (the “Bank”), reported net income of $11.7 million or $1.10 per diluted share for the year ended December 31, 2024 compared to net income of $13

January 28, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 27, 2025 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 14, 2024 SC 13G/A

BVFL / BV Financial, Inc. / Newtyn Management, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BV FINANCIAL, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05603E208 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41764 BV FIN

November 13, 2024 EX-10.1

BV Financial, Inc. 2024 Equity Incentive Plan

Exhibit 10.1 BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN ARTICLE 1 - GENERAL Section 1.1 Purpose, Effective Date and Term. The purpose of this BV Financial Inc. 2024 Equity Incentive Plan (the “Plan”) is to promote the long-term financial success of BV Financial, Inc. (the “Company”), and its Subsidiaries, including BayVanguard Bank (the “Bank”) by providing a means to attract, retain and reward

October 22, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 21, 2024 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission Fil

October 22, 2024 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Exhibit 99.1 Contact: Michael J. Dee Chief Financial Officer (410) 477- 5000 BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS Baltimore, Maryland, October 21, 2024– BV Financial, Inc. (NASDAQ: BVFL), the holding company for BayVanguard Bank (the “Bank”), today reported net income of $3.8 million, or $0.35 per diluted share, for the quarter ended September 30, 2024 compared to net income of $3.7 mill

September 6, 2024 EX-10.4

Form of Restricted Stock Award Agreement

EXHIBIT 10.4 FORM OF RESTRICTED STOCK AWARD AGREEMENT Granted by BV FINANCIAL, INC. under the BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN This Restricted Stock Award Agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the BV Financial, Inc. 2024 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a p

September 6, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): September 5, 2024 BV Financial, Inc. (Exact Name of Registrant as Specified in Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File N

September 6, 2024 EX-10.6

Form of Non-Qualified Stock Option Award Agreement

EXHIBIT 10.6 FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Granted by BV FINANCIAL, INC. under the BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN This Non-Qualified Stock Option Award Agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the BV Financial, Inc. 2024 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made

September 6, 2024 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) BV Financial, Inc.

September 6, 2024 EX-10.5

Form of Incentive Stock Option Award Agreement

EXHIBIT 10.5 FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT Granted by BV FINANCIAL, INC. under the BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN This Incentive Stock Option Award Agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the BV Financial, Inc. 2024 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part

September 6, 2024 S-8

Registration No. 333- As filed with the Securities and Exchange Commission on September 6, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 BV Financial, Inc. (Exa

Registration No. 333- As filed with the Securities and Exchange Commission on September 6, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BV Financial, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 14-1920944 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Em

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41764 BV FINANCIA

August 1, 2024 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ____)

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

July 30, 2024 EX-99.1

BV Financial, Inc. Announces Adoption and Regulatory Non-Objection for Stock Repurchase Program

Exhibit 99.1 FOR IMMEDIATE RELEASE BV Financial, Inc. Announces Adoption and Regulatory Non-Objection for Stock Repurchase Program Baltimore, Maryland, July 30, 2024 — BV Financial, Inc. (the “Company”) (NASDAQ: BVFL), the holding company for BayVanguard Bank (the “Bank”), announced today that the Company has adopted, and received the non-objection of the Federal Reserve Bank of Richmond (the “Fed

July 30, 2024 8-K

Financial Statements and Exhibits, Other Events

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): July 30, 2024 BV FINANCIAL, INC. (Exact Name of Registrant as Specified in Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File No.)

July 19, 2024 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Exhibit 99.1 Contact: Michael J. Dee Chief Financial Officer (410) 477- 5000 BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS Baltimore, Maryland, July 18, 2024– BV Financial, Inc. (NASDAQ: BVFL), the holding company for BayVanguard Bank (the “Bank”), today reported net income of $3.4 million, or $0.32 per diluted share, for the quarter ended June 30, 2024 compared to net income of $3.9 million, or

July 19, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 18, 2024 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File N

June 26, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF TH

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41764 BV FINANCI

April 23, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 22, 2024 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File

April 23, 2024 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Exhibit 99.1 Contact: Michael J. Dee Chief Financial Officer (410) 477- 5000 BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS Baltimore, Maryland, April 22, 2024– BV Financial, Inc. (NASDAQ: BVFL), (the “Company”) the holding company for BayVanguard Bank (the “Bank”), reported net income of $2.6 million or $0.24 per diluted share for the quarter ended March 31, 2024 compared to net income of $3.1 mi

March 22, 2024 EX-4.2

Description of BV Financial, Inc.’s Securities

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK OF BV FINANCIAL General BV Financial, Inc. (“BV Financial”) is authorized to issue 45,000,000 shares of common stock, par value of $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share. Each share of common stock has the same relative rights as, and are identical in all respects to, each other share of common stock. All shares

March 22, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41764 BV FINANCIAL, I

March 22, 2024 EX-21

Subsidiaries of Registrant

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Name State or Jurisdiction of Incorporation Ownership Percentage BayVanguard Bank Maryland 100% BV Real Estate, LLC(1) Maryland 100% 1920 Rock Spring Road, LLC(1) Maryland 100% Idlewild Properties, LLC(1) Maryland 100% (1) Wholly-owned subsidiary of BayVanguard Bank

March 22, 2024 EX-99.7

Clawback Policy

Exhibit 99.7 BV FINANCIAL, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of BV Financial, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an accounting restatement. The Company has adopted this Policy as a su

February 14, 2024 SC 13G

US05603E2081 / BV FINANCIAL INC / Newtyn Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BV FINANCIAL, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05603E208 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

February 14, 2024 SC 13G

US05603E2081 / BV FINANCIAL INC / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BV Financial Inc (Name of Issuer) Common Stock (Title of Class of Securities) 05603E208 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 8, 2024 SC 13G

US05603E2081 / BV FINANCIAL INC / BV Financial, Inc. - BV FINANCIAL, INC. SCHEDULE 13G Passive Investment

SC 13G 1 sc13g2023.htm BV FINANCIAL, INC. SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* BV Financial, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05603E 208 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This State

January 23, 2024 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Exhibit 99.1 Contact: Michael J. Dee Chief Financial Officer (410) 477- 5000 BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS Baltimore, Maryland, January 22, 2024– BV Financial, Inc. ( NASDAQ: BVFL), (the “Company”) the holding company for BayVanguard Bank (the “Bank”), reported net income of $13.7 million or $1.47 per diluted share compared to net income of $10.5 million or $1.32 per diluted share

January 23, 2024 8-K

Financial Statements and Exhibits, Other Events

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): January 23, 2024 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41764 BV FIN

October 24, 2023 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Exhibit 99.1 Contact: Michael J. Dee Chief Financial Officer (410) 477- 5000 BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS Baltimore, Maryland, October 23, 2023– BV Financial, Inc. ( NASDAQ: BVFL), (the “Company”) the holding company for BayVanguard Bank (the “Bank”), reported net income of $3.7 million, or $0.35 per diluted share, for the quarter ended September 30, 2023 compared to net income o

October 24, 2023 8-K

Financial Statements and Exhibits, Other Events

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): October 23, 2023 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission Fil

August 15, 2023 POS AM

As filed with the Securities and Exchange Commission on August 15, 2023

As filed with the Securities and Exchange Commission on August 15, 2023 Registration No.

August 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41764 BV FINANCIA

August 4, 2023 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 26, 2023 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File

August 4, 2023 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Exhibit 99.1 Contact: Michael J. Dee Chief Financial Officer (410) 477- 5000 BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS Baltimore, Maryland, July 26, 2023– BV Financial, Inc. (OTCBB: BVFL), the holding company for BayVanguard Bank (the “Bank”), today reported net income of $3.9 million, or $0.52 per diluted share, for the quarter ended June 30, 2023 compared to net income of $2.8 million, or $

July 31, 2023 EX-3.1

Amended and Restated Articles of Incorporation of BV Financial, Inc. (incorporated by reference to

EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BV FINANCIAL, INC. ARTICLE 1. Name. The name of the corporation is BV Financial, Inc. (herein, the “Corporation”). ARTICLE 2. Principal Office. The street address of the principal office of the Corporation in the State of Maryland is 7114 North Point Road, Baltimore, Maryland 21219. ARTICLE 3. Purpose. The purpose for which the Corporat

July 31, 2023 EX-99.1

BV Financial, Inc. Announces Completion of Conversion and Related Stock Offering

Exhibit 99.1 FOR IMMEDIATE RELEASE BV Financial, Inc. Announces Completion of Conversion and Related Stock Offering Baltimore, Maryland, July 31, 2023 — BV Financial, Inc. (the “Company”) (OTC Pink: BVFL), the holding company for BayVanguard Bank, announced that Bay-Vanguard, M.H.C., Inc. (the “MHC”), has completed its conversion from the mutual holding company to the stock holding company form of

July 31, 2023 S-8

As filed with the Securities and Exchange Commission on July 31, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 BV Financial, Inc. (Exact Name of Registrant as S

Registration No. 333- As filed with the Securities and Exchange Commission on July 31, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BV Financial, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 14-1920944 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employ

July 31, 2023 8-K

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): July 31, 2023 BV FINANCIAL, INC.

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): July 31, 2023 BV FINANCIAL, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-270496 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File No.)

July 31, 2023 EX-FILING FEES

Fee Filings Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) BV Financial, Inc.

July 31, 2023 8-A12B

Registration Statement on Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BV Financial, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 14-1920944 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 711

July 28, 2023 8-K

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

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): July 28, 2023 BV FINANCIAL, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 001-36094 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File N

July 28, 2023 EX-99.1

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Exhibit 99.1 Contact: Michael J. Dee Chief Financial Officer (410) 477- 5000 BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS Baltimore, Maryland, July 26, 2023– BV Financial, Inc. (OTCBB: BVFL), the holding company for BayVanguard Bank (the “Bank”), today reported net income of $3.9 million, or $0.52 per diluted share, for the quarter ended June 30, 2023 compared to net income of $2.8 million, or $

July 25, 2023 8-K

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): July 25, 2023 BV FINANCIAL, INC.

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): July 25, 2023 BV FINANCIAL, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-270496 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File No.)

July 25, 2023 EX-99.1

BV Financial, Inc. Announces Expected Closing Date of Conversion Transaction

Exhibit 99.1 FOR IMMEDIATE RELEASE BV Financial, Inc. Announces Expected Closing Date of Conversion Transaction Baltimore, Maryland, July 25, 2023 — BV Financial, Inc. (the “Company”) (OTC Pink: BVFL), the holding company for BayVanguard Bank, announced today that all regulatory approvals have been received to close the conversion of Bay-Vanguard, M.H.C., Inc. (the “MHC”) from mutual to stock form

July 19, 2023 8-K

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): July 18, 2023 BV FINANCIAL, INC.

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): July 18, 2023 BV FINANCIAL, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-270496 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File No.)

July 19, 2023 EX-99.1

BV Financial, Inc. Announces Completion of the Community Offering

Exhibit 99.1 FOR IMMEDIATE RELEASE BV Financial, Inc. Announces Completion of the Community Offering Baltimore, Maryland, July 18, 2023 — BV Financial, Inc. (the “Company”) (OTC Pink: BVFL), the holding company for BayVanguard Bank, announced today that that the community offering in connection with the conversion of Bay-Vanguard, M.H.C., Inc. from mutual to stock form was completed today in accor

June 30, 2023 8-K

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): June 30, 2023 BV FINANCIAL, INC.

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): June 30, 2023 BV FINANCIAL, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-270496 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File No.)

June 30, 2023 EX-99.1

BV Financial, Inc. Extends Community Offering

EXHIBIT 99.1 FOR IMMEDIATE RELEASE BV Financial, Inc. Extends Community Offering Baltimore, Maryland, June 30, 2023 — BV Financial, Inc. (the “Company”) (OTC Pink: BVFL), the holding company for BayVanguard Bank (the “Bank”), announced today that the Company has extended the community offering to sell the shares of common stock not subscribed for in the subscription offering. As of the date hereof

June 29, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-36094 BV FINANCI

June 29, 2023 8-K

Financial Statements and Exhibits, Other Events

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): June 29, 2023 BV FINANCIAL, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-270496 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File No.)

June 29, 2023 EX-99.1

BV Financial Announces Stockholder and Member Approvals for Pending Conversion Transaction

EXHIBIT 99.1 FOR IMMEDIATE RELEASE BV Financial Announces Stockholder and Member Approvals for Pending Conversion Transaction Baltimore, Maryland, June 29, 2023 — BV Financial, Inc. (the “Company”) (OTC Pink: BVFL), the holding company for BayVanguard Bank, announced today that the Company’s stockholders and the members of Bay-Vanguard, M.H.C., Inc. (the “MHC”), the Company’s mutual holding compan

June 23, 2023 EX-99.1

BV Financial, Inc. Increases Maximum Purchase Limitations and Resolicits Maximum Purchasers from the Subscription Offering

EXHIBIT 99.1 FOR IMMEDIATE RELEASE BV Financial, Inc. Increases Maximum Purchase Limitations and Resolicits Maximum Purchasers from the Subscription Offering Baltimore, Maryland, June 23, 2023 — BV Financial, Inc. (the “Company”) (OTC Pink: BVFL), the holding company for BayVanguard Bank (the “Bank”), announced today that it increased the maximum purchase limitations in the stock offering being co

June 23, 2023 424B3

(Holding company for BayVanguard Bank) Up to 13,225,000 Shares of Common Stock (Subject to Increase to up to 15,208,750 Shares) Price: $10.00 Per Share

Filed Pursuant to Rule 424(b)(3) Registration No. 333-270496 PROSPECTUS SUPPLEMENT (Holding company for BayVanguard Bank) Up to 13,225,000 Shares of Common Stock (Subject to Increase to up to 15,208,750 Shares) Price: $10.00 Per Share This prospectus supplement supplements the prospectus dated May 15, 2023, and should be read carefully and together with the prospectus. We are increasing the purcha

June 23, 2023 8-K

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): June 23, 2023 BV FINANCIAL, INC.

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): June 23, 2023 BV FINANCIAL, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-270496 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File No.)

May 23, 2023 424B3

PROSPECTUS AND PROXY STATEMENT OF BV FINANCIAL, INC.

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-270496 Dear Fellow Stockholder: BV Financial, Inc. (“BV Financial”), a Maryland corporation and the bank holding company of BayVanguard Bank, is soliciting stockholder votes regarding the mutual-to-stock conversion of Bay-Vanguard, M.H.C, Inc. Pursuant to a Plan of Conversion and Reorganization (the “Plan of Conversion”), our organization

May 23, 2023 424B3

(Holding company for BayVanguard Bank) Up to 13,225,000 Shares of Common Stock (Subject to Increase to up to 15,208,750 Shares)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-270496 PROSPECTUS (Holding company for BayVanguard Bank) Up to 13,225,000 Shares of Common Stock (Subject to Increase to up to 15,208,750 Shares) BV Financial, Inc., a Maryland corporation that we refer to as “BV Financial” throughout this prospectus, is offering shares of common stock for sale on a best-efforts basis in connection with the con

May 23, 2023 424B3

BAYVANGUARD BANK 401(k) PROFIT SHARING PLAN Offering of Participation Interests in up to 332,610 Shares BV FINANCIAL, INC. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-270496 Prospectus Supplement BAYVANGUARD BANK 401(k) PROFIT SHARING PLAN Offering of Participation Interests in up to 332,610 Shares of BV FINANCIAL, INC. Common Stock BV Financial, Inc., a Maryland corporation that we refer to as “BV Financial” throughout this prospectus supplement, is offering shares of common stock for sale

May 22, 2023 8-K

Financial Statements and Exhibits, Other Events

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): May 22, 2023 BV FINANCIAL, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-270496 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File No.)

May 22, 2023 EX-99.1

BV FINANCIAL, INC. ANNOUNCES COMMENCEMENT OF STOCK OFFERING

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE BV FINANCIAL, INC. ANNOUNCES COMMENCEMENT OF STOCK OFFERING Baltimore, Maryland, May 22, 2023 — BV Financial, Inc. (the “Company”) (OTC Pink: BVFL), the holding company for BayVanguard Bank (the “Bank”), announced today that it is commencing its stock offering in connection with the proposed conversion of Bay-Vanguard, M.H.C., Inc. (the “MHC”) from the mu

May 17, 2023 8-K

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): May 15, 2023 BV FINANCIAL, INC. (

8-K 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): May 15, 2023 BV FINANCIAL, INC. (Exact Name of Registrant as Specified in Charter) Maryland 333-270496 14-1920944 (State or Other Jurisdiction of Incorporation) (Commission File N

May 17, 2023 EX-1.1

Agency Agreement dated May 15, 2023, by and among the MHC, BV Financial and BayVanguard Bank and Performance Trust (exhibit omitted)

EX-1.1 Exhibit 1.1 Up to 13,225,000 Shares (Subject to increase up to 15,208,750 in shares as a result of demand for the shares of common stock in the offering or changes in market conditions) BV Financial, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT May 15, 2023 Performance Trust Capital Partners, LLC 500 West Madison Street Suite 450 Chicago, Illinois

May 12, 2023 CORRESP

May 12, 2023

May 12, 2023 Via Edgar Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: BV Financial, Inc. Registration Statement on Form S-1 (Registration Number 333-270496) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, we hereby join BV Financial, Inc. in requesting that th

May 12, 2023 S-1/A

As filed with the Securities and Exchange Commission on May 12, 2023

S-1/A As filed with the Securities and Exchange Commission on May 12, 2023 Registration No.

May 12, 2023 CORRESP

BV Financial, Inc. 7114 North Point Road Baltimore, Maryland 21219

CORRESP 1 filename1.htm BV Financial, Inc. 7114 North Point Road Baltimore, Maryland 21219 May 12, 2023 Via Edgar Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: BV Financial, Inc. Registration Statement on Form S-1 (Registration Number 333-270496) Request for Acceleration of Effectiveness Ladies and Gentlemen: BV Financial, Inc. hereby requests that the effective

May 10, 2023 CORRESP

LUSE GORMAN, PC Attorneys at Law 5335 WISCONSIN AVENUE, N.W., SUITE 780 Washington, D.C. 20015 TELEPHONE (202) 274-2000 Facsimile (202) 362-2902 WRITER’S DIRECT DIAL NUMBER WRITER’S E-MAIL (202) 274-2021 [email protected] May 10, 2023

CORRESP LUSE GORMAN, PC Attorneys at Law 5335 WISCONSIN AVENUE, N.W., SUITE 780 Washington, D.C. 20015 TELEPHONE (202) 274-2000 Facsimile (202) 362-2902 www.luselaw.com WRITER’S DIRECT DIAL NUMBER WRITER’S E-MAIL (202) 274-2021 [email protected] May 10, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: BV Fina

May 10, 2023 EX-3.3

Proposed Amended and Restated Articles of Incorporation of BV Financial, Inc.*,**

Exhibit 3.3 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BV FINANCIAL, INC. ARTICLE 1. Name. The name of the corporation is BV Financial, Inc. (herein, the “Corporation”). ARTICLE 2. Principal Office. The street address of the principal office of the Corporation in the State of Maryland is 7114 North Point Road, Baltimore, Maryland 21219. ARTICLE 3. Purpose. The purpose for which the Corporat

May 10, 2023 S-1/A

As filed with the Securities and Exchange Commission on May 10, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 10, 2023 Registration No.

April 24, 2023 EX-99.5

Stock Order and Certification Form

EX-99.5 Exhibit 99.5 STOCK ORDER FORM For Internal Use Only PACKAGES TO: BayVanguard Bank Stock Information Center 125 Mountain Rd. Pasadena, MD 21122 BATCH # ORDER # PRIORITY# REC’D CHECK ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) before 4:30 p.m., Eastern Time, on June 20, 2023. Subscription rights will become void a

April 24, 2023 EX-99.4

Marketing Materials

EX-99.4 Exhibit 99.4 Dear Valued Depositor: We are writing to tell you of an investment opportunity, and just as importantly, to request your vote on a matter of importance. Pursuant to a Plan of Conversion and Reorganization (the “Plan”), BayVanguard Bank will be converting from the mutual holding company form to the full stock form of organization. In connection with the conversion, BV Financial

April 24, 2023 EX-99.8

Update to Appraisal Report

EX-99.8 Exhibit 99.8 PRO FORMA VALUATION UPDATE REPORT SECOND-STEP CONVERSION BV Financial, Inc. ½ Baltimore, Maryland HOLDING COMPANY FOR: BayVanguard Bank ½ Baltimore, Maryland Dated as of April 14, 2023 1311-A Dolley Madison Boulevard Suite 2A McLean, Virginia 22101 703.528.1700 rpfinancial.com April 14, 2023 Boards of Directors Bay-Vanguard, M.H.C. BV Financial, Inc. BayVanguard Bank 7114 Nort

April 24, 2023 S-1/A

As filed with the Securities and Exchange Commission on April 24, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 24, 2023 Registration No.

April 24, 2023 EX-2

Amended and Restated Plan of Conversion and Reorganization of Bay-Vanguard, M.H.C., Inc.

EX-2 Exhibit 2 AMENDED AND RESTATED PLAN OF CONVERSION AND REORGANIZATION OF BAY-VANGUARD, M.

April 24, 2023 EX-FILING FEES

Filing Fee Table*

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) BV Financial, Inc.

April 24, 2023 EX-1.3

Form of Agency Agreement among Bay-Vanguard, M.H.C., Inc., BayVanguard Bank, BV Financial, Inc. and Performance Trust Capital Partners

Exhibit 1.3 Up to 13,225,000 Shares (Subject to increase up to 15,208,750 in shares as a result of demand for the shares of common stock in the offering or changes in market conditions) BV Financial, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT May [•], 2023 Performance Trust Capital Partners, LLC 500 West Madison Street Suite 450 Chicago, Illinois 60661

April 24, 2023 CORRESP

LUSE GORMAN, PC Attorneys at Law 5335 WISCONSIN AVENUE, N.W., SUITE 780 Washington, D.C. 20015 TELEPHONE (202) 274-2000 Facsimile (202) 362-2902 WRITER’S DIRECT DIAL NUMBER WRITER’S E-MAIL (202) 274-2021 [email protected] April 24, 2023

CORRESP LUSE GORMAN, PC Attorneys at Law 5335 WISCONSIN AVENUE, N.W., SUITE 780 Washington, D.C. 20015 TELEPHONE (202) 274-2000 Facsimile (202) 362-2902 www.luselaw.com WRITER’S DIRECT DIAL NUMBER WRITER’S E-MAIL (202) 274-2021 [email protected] April 24, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: BV Fi

April 24, 2023 EX-99.7

Form of BV Financial, Inc. Stockholder Proxy Card

EX-99.7 Exhibit 99.7 REVOCABLE PROXY THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF BV FINANCIAL, INC. SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 29, 2023 The undersigned hereby appoints David M. Flair with full powers of substitution, to act as attorney and proxy for the undersigned to vote all shares of common stock of BV Financial, Inc. that the undersigned is entitled to vote at

March 13, 2023 EX-1.1

Engagement Letters among BayVanguard Bank, BV Financial, Inc. and Performance Trust Capital Partners (Marketing Agent Services)

EX-1.1 Exhibit 1.1 CONFIDENTIAL October 5, 2022 David M. Flair Co-President & Co-CEO BayVanguard Bank 7114 North Point Road Sparrows Point, MD 21219 Dear Mr. Flair: We understand that the Boards of Directors of Bay-Vanguard, MHC (the “MHC”), BV Financial, Inc. (the “Holding Company”) and BayVanguard Bank (the “Bank”) are considering the adoption of a Plan of Conversion and Reorganization (the “Pla

March 13, 2023 EX-10.3

Change in Control Agreement between BayVanguard Bank and Michael J. Dee (incorporated by reference

EX-10.3 Exhibit 10.3 BAY-VANGUARD FEDERAL SAVINGS BANK THREE-YEAR CHANGE IN CONTROL AGREEMENT This AGREEMENT (“Agreement”) is hereby entered into as of July 1, 2014 by and between BAY-VANGUARD FEDERAL SAVINGS BANK (the “Bank”), a federally-chartered savings bank, with its principal offices at 7114 North Point Road, Baltimore, Maryland 21219, MICHAEL J. DEE (“Executive”), and BV FINANCIAL, INC. (th

March 13, 2023 EX-1.2

Engagement Letters among BayVanguard Bank, BV Financial, Inc. and Performance Trust Capital Partners (Records Agent and Stock Information Center Manager Services)

EX-1.2 Exhibit 1.2 CONFIDENTIAL October 5, 2022 David M. Flair Co-President & Co-CEO BayVanguard Bank 7114 North Point Road Sparrows Point, MD 21219 Dear Mr. Flair: We understand that the Boards of Directors of Bay-Vanguard, MHC (the “MHC”), BV Financial, Inc. (the “Holding Company”) and BayVanguard Bank (the “Bank”) are considering the adoption of a Plan of Conversion and Reorganization (the “Pla

March 13, 2023 EX-2

Plan of Conversion and Reorganization of Bay-Vanguard, M.H.C., Inc.

Exhibit 2 PLAN OF CONVERSION AND REORGANIZATION OF BAY-VANGUARD, M.H.C., INC. TABLE OF CONTENTS 1. INTRODUCTION 1 2. DEFINITIONS 2 3. PROCEDURES FOR CONVERSION 8 4. APPLICATIONS AND APPROVALS 10 5. SALE OF SUBSCRIPTION SHARES 10 6. PURCHASE PRICE AND NUMBER OF SUBSCRIPTION SHARES 11 7. RETENTION OF CONVERSION PROCEEDS BY THE HOLDING COMPANY 12 8. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FI

March 13, 2023 S-1

As filed with the Securities and Exchange Commission on March 13, 2023

S-1 Table of Contents As filed with the Securities and Exchange Commission on March 13, 2023 Registration No.

March 13, 2023 EX-99.1

Engagement Letter between BV Financial, Inc. and RP Financial, LC. to serve as independent appraiser

EX-99.1 24 d447808dex991.htm EX-99.1 Exhibit 99.1 December 2, 2022 Mr. David M. Flair, Co-President and Co-CEO Mr. Michael J. Dee, EVP and CFO BV Financial, Inc. / BayVanguard Bank 7114 North Point Road Sparrows Point, Maryland 21219 Dear Messrs. Flair and Dee: This letter sets forth the agreement between BayVanguard Bank, Sparrows Point, Maryland (the “Bank”), wholly-owned by BV Financial, Inc. (

March 13, 2023 EX-10.2

Employment Agreement between BayVanguard Bank, BV Financial, Inc., Bay-Vanguard, M.H.C. and Timothy L. Prindle†

EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into on August 29, 2018, by and between BayVanguard Bank (the “Bank”), BV Financial, Inc., (“BVFI”), the stock holding company of the Bank, Bay-Vanguard, M.H.C. a federal mutual holding company and Timothy L. Prindle (“Executive”). Any reference to the “Company” shall mean BVFI and Bay-Vanguar

March 13, 2023 EX-10.5

reference to Exhibit 10.5 the Company’s Registration Statement on Form S-1, as amended (Commission

EX-10.5 Exhibit 10.5 BAYVANGUARD BANK SALARY CONTINUATION AGREEMENT FOR TIMOTHY L. PRINDLE THIS SALARY CONTINUATION PLAN FOR TIMOTHY L. PRINDLE (the “Plan”) is effective as of August 29, 2018, and is entered into by BayVanguard Bank (the “Bank”) and Timothy L. Prindle (“Executive”). WHEREAS, the purpose of the Plan is to provide additional retirement benefits to Executive, who, as a member of seni

March 13, 2023 EX-10.1

David M. Flair (incorporated by reference to Exhibit 10.1 the Company’s Registration Statement on

EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into on August 28, 2018, by and between BayVanguard Bank (the “Bank”), BV Financial, Inc. (“BVFI”), the stock holding company of the Bank, Bay-Vanguard, M.H.C., a federal mutual holding company and David M. Flair (“Executive”). Any reference to the “Company” shall mean BVFI and Bay-Vanguard, M

March 13, 2023 EX-21

Subsidiaries of BV Financial, Inc.

EX-21 Exhibit 21 Subsidiaries of BV Financial Inc. Name Percent Ownership State of Incorporation BayVanguard Bank 100 % Maryland Easton Capital Trust I 100 % Delaware Subsidiaries of BayVanguard Bank Name Percent Ownership State of Incorporation BV Real Estate, LLC 100 % Maryland 1920 Rock Spring Road, LLC 100 % Maryland Idlewild Properties, LLC 100 % Maryland

March 13, 2023 EX-3.1

Amended and Restated Articles of Incorporation of BV Financial, Inc.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BV FINANCIAL, INC. The undersigned, Zachary Davis, whose address is 10314 Strathmore Hall Street, Apartment 101, North Bethesda, Maryland 20852, being at least eighteen (18) years of age, does hereby form a corporation under the general laws of the State of Maryland having the following Articles of Incorporation (the “Articles”):

March 13, 2023 EX-3.2

Amended and Restated Bylaws of BV Financial Bancorp, Inc

EX-3.2 6 d447808dex32.htm EX-3.2 Exhibit 3.2 BV FINANCIAL, INC. AMENDED AND RESTATED BYLAWS ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. The Corporation shall hold an annual meeting of its stockholders to elect directors and to transact any other business within its powers, at such place, on such date and at such time as the Board of Directors shall fix. Failure to hold an annual meeting does

March 13, 2023 EX-4

Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-270496), filed on

Exhibit 4 BV FINANCIAL, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND CUSIP: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS, SEE REVERSE SIDE THIS CERTIFIES that is the owner of FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE The shares evidenced by this certificate are transferable only on the books of BV Financial, Inc. by the h

March 13, 2023 EX-10.6

Split Dollar Agreement for David M. Flair†

EX-10.6 Exhibit 10.6 BAY-VANGUARD FEDERAL SAVINGS BANK EXECUTIVE SPLIT DOLLAR AGREEMENT This EXECUTIVE SPLIT DOLLAR AGREEMENT is entered into as of this 12th day of April, 2017, by and between Bay-Vanguard Federal Savings Bank, a federally chartered savings institution with its main office in Baltimore, MD (“the Bank”) and David M. Flair (“the Executive”). This Executive Split Dollar Agreement sha

March 13, 2023 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) BV Financial, Inc.

March 13, 2023 EX-10.7

BV Financial, Inc. 2017 Equity Incentive Plan†

EX-10.7 Exhibit 10.7 BV FINANCIAL, INC. 2017 STOCK OPTION PLAN ARTICLE 1 – GENERAL Section 1.1 Purpose, Effective Date and Term. The purpose of the BV Financial, Inc. 2017 Stock Option Plan (the “Plan”) is to promote the long-term financial success of BV Financial, Inc. (the “Company”) and its Subsidiaries, including Bay-Vanguard Federal Savings Bank (the “Bank”), by providing a means to attract,

March 13, 2023 EX-99.3

Appraisal Report of RP Financial, LC.

EX-99.3 Exhibit 99.3 Dated as of February 24, 2023 1311-A Dolley Madison Boulevard Suite 2A McLean, Virginia 22101 703.528.1700 rpfinancial.com February 24, 2023 Boards of Directors Bay-Vanguard, M.H.C. BV Financial, Inc. BayVanguard Bank 7114 North Point Road Baltimore, Maryland 21219 Members of the Boards of Directors: At your request, we have completed and hereby provide an independent appraisa

March 13, 2023 EX-99.2

Letter of RP Financial, LC. with respect to value of Subscription Rights

EX-99.2 Exhibit 99.2 March 9, 2023 Boards of Directors Bay-Vanguard, M.H.C., Inc. BV Financial, Inc. BayVanguard Bank 7114 North Point Road Baltimore, Maryland 21219 Re: Plan of Conversion Bay-Vanguard, M.H.C., Inc. BV Financial, Inc. BayVanguard Bank Members of the Boards of Directors: All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Con

March 13, 2023 EX-3.3

Proposed Amended and Restated Articles of Incorporation of BV Financial, Inc.**

EX-3.3 Exhibit 3.3 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BV FINANCIAL, INC. The undersigned, Zachary Davis, whose address is 10314 Strathmore Hall Street, Apartment 101, North Bethesda, Maryland 20852, being at least eighteen (18) years of age, does hereby form a corporation under the general laws of the State of Maryland having the following Articles of Incorporation (the “Articles”):

March 13, 2023 EX-10.4

reference to Exhibit 10.4 the Company’s Registration Statement on Form S-1, as amended (Commission

EX-10.4 Exhibit 10.4 BAY-VANGUARD FEDERAL SAVINGS BANK SALARY CONTINUATION AGREEMENT FOR DAVID M. FLAIR THIS SALARY CONTINUATION PLAN FOR DAVID M. FLAIR (the “Plan”) is effective as of [date], and is entered into by Bay-Vanguard Federal Savings Bank (the “Bank”) and David M. Flair (“Executive”). WHEREAS, the purpose of the Plan is to provide additional retirement benefits to Executive, who, as a m

March 13, 2023 EX-99.6

Letter of RP Financial, LC. with respect to Liquidation Rights

EX-99.6 Exhibit 99.6 March 9, 2023 Boards of Directors Bay-Vanguard, M.H.C., Inc. BV Financial, Inc. BayVanguard Bank 7114 North Point Road Baltimore, Maryland 21219 Re: Plan of Conversion Bay-Vanguard, M.H.C., Inc. BV Financial, Inc. Members of the Boards of Directors: All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion (the “Pla

March 13, 2023 EX-10.8

BV Financial, Inc. 2021 Equity Incentive Plan†

EX-10.8 Exhibit 10.8 BV FINANCIAL, INC. 2021 EQUITY INCENTIVE PLAN ARTICLE 1 — GENERAL Section 1.1 Purpose, Effective Date and Term. The purpose of the BV Financial, Inc. 2021 Equity Incentive Plan (the “Plan”) is to promote the long-term financial success of BV Financial, Inc. (the “Company”), and its Subsidiaries, including BayVanguard Bank (the “Bank”), by providing a means to attract, retain a

March 13, 2023 EX-10.9

Amended and Restated Supplemental Director Retirement Agreement with Brian K. McHale†

EX-10.9 Exhibit 10.9 BAY-VANGUARD FEDERAL SAVINGS BANK AMENDED AND RESTATED SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT Effective the 1st day of January, 2008, this AMENDED AND RESTATED SUPPLEMENTAL DIRECTOR RETIREMENT AGREEMENT (“Agreement”), between Bay-Vanguard Federal Savings Bank (“Bank”), a bank located in Baltimore, Maryland, and Brian K. McHale (“Director”), amends and restates the Director

October 1, 2009 DEF 14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨

September 24, 2009 10-K

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K

10-K 1 d10k.htm FORM 10-K Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2009 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

September 24, 2009 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BV Financial, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 1350, as added by Sec

September 24, 2009 EX-23.0

Consent of Independent Registered Public Accounting Firm

Exhibit 23.0 Exhibit 23.0 Consent of Independent Registered Public Accounting Firm BV Financial, Inc. Baltimore, Maryland We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-122247 and No. 333-129849) of BV Financial, Inc. of our report dated September 18, 2009, relating to the consolidated financial statements, which appears in this Annual Repor

September 24, 2009 EX-21.0

List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States

Exhibit 21.0 Exhibit 21.0 List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States Bay-Vanguard Federal Savings Bank Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Housing Recovery Corporation 100% Maryland

May 13, 2009 EX-10.5

AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK TWO-YEAR EMPLOYMENT AGREEMENT

EX-10.5 6 dex105.htm EXHIBIT 10.5 Exhibit 10.5 AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK TWO-YEAR EMPLOYMENT AGREEMENT THIS AGREEMENT, originally entered into on the 12th day of January, 2005 (the “Agreement”), by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and DANIEL J. GALLAGHER, JR. (“Executive”), is amended and restated in its en

May 13, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 13, 2009 EX-10.7

AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As of December 17, 2008 Amended and Restated Bay-Vanguard Federal Savings Bank Supplemental Executive Retirement Plan Table of Contents Article I Introducti

EX-10.7 8 dex107.htm EXHIBIT 10.7 Exhibit 10.7 AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN As of December 17, 2008 Amended and Restated Bay-Vanguard Federal Savings Bank Supplemental Executive Retirement Plan Table of Contents Article I Introduction 1 Article II Definitions 1 Article III Eligibility and Participation 3 Article IV Benefits 3 Article

May 13, 2009 EX-10.6

AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK CHANGE IN CONTROL SEVERANCE COMPENSATION PLAN

Exhibit 10.6 Exhibit 10.6 AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK CHANGE IN CONTROL SEVERANCE COMPENSATION PLAN A. Purpose. The purpose of the Bay-Vanguard Federal Savings Bank Change in Control Severance Compensation Plan (the “Plan”) is to ensure the successful continuation of the business of Bay-Vanguard Federal Savings Bank (the “Bank”) and the fair and equitable treatment of th

May 13, 2009 EX-10.2

AMENDED AND RESTATED BV FINANCIAL, INC. EMPLOYMENT AGREEMENT

EX-10.2 3 dex102.htm EXHIBIT 10.2 Exhibit 10.2 AMENDED AND RESTATED BV FINANCIAL, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT, originally entered into this 12th day of January, 2005 (the “Agreement”), by and between BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) and EDMUND T. LEONARD (“Executive”), is amended and restated in its entirety as of December 18, 2008. References to t

May 13, 2009 EX-10.4

AMENDED AND RESTATED BV FINANCIAL, INC. EMPLOYMENT AGREEMENT

EX-10.4 5 dex104.htm EXHIBIT 10.4 Exhibit 10.4 AMENDED AND RESTATED BV FINANCIAL, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT, originally entered into the 12th day of January, 2005 (the “Agreement”), by and between BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) and CAROLYN M. MROZ (“Executive”), is amended and restated in its entirety as of December 18, 2008. References to the

May 13, 2009 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2009, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 1350, as add

May 13, 2009 EX-10.3

AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT

Exhibit 10.3 Exhibit 10.3 AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT THIS AGREEMENT, originally entered into the 12th day of January, 2005 (the “Agreement”), by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and CAROLYN M. MROZ (“Executive”), is amended and restated in its entirety as of December 18, 2008. References

May 13, 2009 EX-10.1

AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT

Exhibit 10.1 Exhibit 10.1 AMENDED AND RESTATED BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT THIS AGREEMENT, originally entered into on 12th day of January, 2005 (the “Agreement”), by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and EDMUND T. LEONARD (“Executive”), is amended and restated in its entirety as of December 18, 2008. Reference

February 12, 2009 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2008, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18

February 12, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 14, 2008 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 1

November 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 2, 2008 DEF 14A

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Definitive Proxy Statement SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

September 26, 2008 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BV Financial, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 30, 2008, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 1350, as added by Sec

September 26, 2008 10-K

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2008 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-51014 BV FINANCIAL, INC. (Exact name of regist

September 26, 2008 EX-21.0

List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States

Exhibit 21.0 Exhibit 21.0 List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States Bay-Vanguard Federal Savings Bank Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Housing Recovery Corporation 100% Maryland

September 26, 2008 EX-23.0

Consent of Independent Registered Public Accounting Firm

Exhibit 23.0 Exhibit 23.0 Consent of Independent Registered Public Accounting Firm BV Financial, Inc. Baltimore, Maryland We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-122247 and No. 333-129849) of BV Financial, Inc. of our report dated September 17, 2008, relating to the consolidated financial statements, which appears in this Annual Repor

May 13, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-51014 BV FINANCIAL, INC. (Ex

May 13, 2008 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended March 31, 2008, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 1350, as a

February 13, 2008 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-51014 BV FINANCIAL, INC.

February 13, 2008 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended December 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to

November 8, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-51014 BV FINANCIAL, INC

November 8, 2007 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended September 30, 2007, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to

September 27, 2007 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy

September 26, 2007 EX-23.0

Consent of Independent Registered Public Accounting Firm

Exhibit 23.0 Exhibit 23.0 Consent of Independent Registered Public Accounting Firm BV Financial, Inc. Baltimore, Maryland We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-122247 and No. 333-129849) of BV Financial, Inc. of our report dated September 11, 2007, relating to the consolidated financial statements, which appears in this Annual Repor

September 26, 2007 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BV Financial, Inc. (the “Company”) on Form 10-KSB for the fiscal year ended June 30, 2007, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 1350, as added by S

September 26, 2007 EX-21.0

List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100 % United States

Exhibit 21.0 Exhibit 21.0 List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100 % United States Bay-Vanguard Federal Savings Bank Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Housing Recovery Corporation 100 % Maryland

September 26, 2007 10KSB

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2007 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-51014 BV FINANCIAL, INC. (Name o

May 15, 2007 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended March 31, 2007, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 1350, as a

May 15, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

Form 10QSB Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 30, 2007 EX-23.0

Consent of Beard Miller Company LLP

Exhibit 23.0 Exhibit 23.0 Consent of Beard Miller Company LLP We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-122247 and No. 333-129849) of BV Financial, Inc. of our report dated September 6, 2006, except for note 1, Earnings per share (restated), as to which the date is March 14, 2007, relating to the consolidated financial statements o

March 30, 2007 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BV Financial, Inc. (the “Company”) on Form 10-KSB/A for the fiscal year ended June 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 1350, as added by

March 30, 2007 10KSB/A

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB/A No. 2

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB/A No. 2 x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2006 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-51014 BV FINANCIAL, INC.

February 26, 2007 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SECTION 1350 CERTIFICATION Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BV Financial, Inc. (the “Company”) on Form 10-KSB/A for the fiscal year ended June 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 135

February 26, 2007 EX-23.0

Consent of Beard Miller Company LLP

CONSENT OF BEARD MILLER CO. Exhibit 23.0 Consent of Beard Miller Company LLP We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-122247 and No. 333-129849) of BV Financial, Inc. of our report dated September 6, 2006, except for note 1, Earnings per share, as to which the date is February 23, 2007, relating to the consolidated financial state

February 26, 2007 10KSB/A

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB/A

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB/A x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2006 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-51014 BV FINANCIAL, INC. (Name

February 13, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2006 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-51014 BV FINANCIAL, INC.

February 13, 2007 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended December 31, 2006, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to

November 14, 2006 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended September 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to

November 14, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

Form 10-QSB Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 4, 2006 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant n Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) n Definitive Proxy

September 28, 2006 EX-21.0

List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States

EXHIBIT 21.0 Exhibit 21.0 List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States Bay-Vanguard Federal Savings Bank Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Housing Recovery Corporation 100% Maryland

September 28, 2006 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.0 Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BV Financial, Inc. (the “Company”) on Form 10-KSB for the fiscal year ended June 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 1350, as added by S

September 28, 2006 10KSB

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB

Table of Contents United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2006 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-51014 BV FINANCIAL, INC. (Name o

September 28, 2006 EX-23.0

Consent of Beard Miller Company LLP

EXHIBIT 23.0 Exhibit 23 Consent of Beard Miller Company LLP We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-122247 and No. 333-129849) of BV Financial, Inc. of our report dated September 6, 2006, relating to the consolidated financial statements of BV Financial, Inc., which appears in this Form 10-KSB. Beard Miller Company LLP Baltimore,

May 12, 2006 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended March 31, 2006 as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U

May 12, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB

Form 10-QSB Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-51014 BV FINANCIAL, INC.

February 14, 2006 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 1350 Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended December 31, 2005, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. S

February 14, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2005 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-51014 BV FINANCIAL, INC.

November 14, 2005 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-51014 BV FINANCIAL, INC

November 14, 2005 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended September 30, 2005, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Section 1350,

October 4, 2005 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy

September 28, 2005 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 906 CEO and CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BV Financial, Inc. (the “Company”) on Form 10-KSB for the fiscal year ended June 30, 2005, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. Se

September 28, 2005 EX-21.0

List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States

Subsidiaries of the Registrant Exhibit 21.0 List of Subsidiaries Registrant: BV Financial, Inc. Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States Bay-Vanguard Federal Savings Bank Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Housing Recovery Corporation 100% Maryland

September 28, 2005 EX-23.0

CONSENT OF BEARD MILLER COMPANY LLP

Consent of Beard Miller Company LLP Exhibit 23.0 CONSENT OF BEARD MILLER COMPANY LLP We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-122247) of BV Financial, Inc. of our report dated September 8, 2005, relating to the consolidated financial statements of BV Financial, Inc., which appears in this Form 10-KSB. /s/ BEARD MILLER COMPANY LLP B

September 28, 2005 10KSB

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB

Form 10-KSB Table of Contents United States Securities and Exchange Commission Washington, D.

May 13, 2005 EX-10.4

BV FINANCIAL, INC. EMPLOYMENT AGREEMENT

Employment Agreement between BV Financial, Inc. and Carolyn M. Mroz EXHIBIT 10.4 BV FINANCIAL, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT, made this 12th day of January, 2005 (the “Agreement”), by and between BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) and CAROLYN M. MROZ (“Executive”). References to the “Bank” herein shall mean BAY-VANGUARD FEDERAL SAVINGS BANK, a federall

May 13, 2005 EX-32.0

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 906 CEO And CFO Certification Exhibit 32.0 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of BV Financial, Inc. (the “Company”) on Form 10-QSB for the quarterly period ended March 31, 2005, as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18

May 13, 2005 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number: 0-51014 BV FINANCIAL, INC.

May 13, 2005 EX-10.1

BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT

EX-10.1 2 dex101.htm EMPLOYMENT AGREEMENT BETWEEN BAY-VANGUARD FEDERAL SAVINGS BANK EXHIBIT 10.1 BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT THIS AGREEMENT, made this 12th day of January, 2005 (the “Agreement”), by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and EDMUND T. LEONARD (“Executive”). References to the “Company” herein shall

May 13, 2005 EX-10.3

BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT

EX-10.3 4 dex103.htm EMPLOYMENT AGREEMENT BETWEEN BAY VANGUARD FEDERAL SAVINGS BANK EXHIBIT 10.3 BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYMENT AGREEMENT THIS AGREEMENT, made this 12th day of January, 2005 (the “Agreement”), by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and CAROLYN M. MROZ (“Executive”). References to the “Company” herein shall me

May 13, 2005 EX-10.5

BAY-VANGUARD FEDERAL SAVINGS BANK TWO-YEAR EMPLOYMENT AGREEMENT

Employment Agreement between Bay-Vanguard Federal Savings Bank EXHIBIT 10.5 BAY-VANGUARD FEDERAL SAVINGS BANK TWO-YEAR EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”), made this 12th day of January, 2005, by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and DANIEL J. GALLAGHER, JR. (“Executive”). W I T N E S S E T H WHEREAS, Executive serves

May 13, 2005 EX-10.2

BV FINANCIAL, INC. EMPLOYMENT AGREEMENT

Employment Agreement between BV Financial, Inc. and Edmund T. Leonard EXHIBIT 10.2 BV FINANCIAL, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT, made this 12th day of January, 2005 (the “Agreement”), by and between BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) and EDMUND T. LEONARD (“Executive”). References to the “Bank” herein shall mean BAY-VANGUARD FEDERAL SAVINGS BANK, a fede

November 30, 2004 424B3

INTERESTS IN BAY-VANGUARD FEDERAL SAVINGS BANK 401(K) PROFIT SHARING PLAN OFFERING OF 99,419 SHARES OF BV FINANCIAL, INC. COMMON STOCK ($.01 PAR VALUE)

FORM 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-119083 INTERESTS IN BAY-VANGUARD FEDERAL SAVINGS BANK 401(K) PROFIT SHARING PLAN AND OFFERING OF 99,419 SHARES OF BV FINANCIAL, INC. COMMON STOCK ($.01 PAR VALUE) This prospectus supplement relates to the offer and sale to participants in the Bay-Vanguard Federal Savings Bank 401(k) Profit Sharing Plan of participat

November 12, 2004 SB-2/A

As filed with the Securities and Exchange Commission on November 12, 2004

Table of Contents As filed with the Securities and Exchange Commission on November 12, 2004 Registration No.

November 12, 2004 CORRESP

[Letterhead of Muldoon Murphy Faucette & Aguggia LLP] November 12, 2004

SEC LETTERS [Letterhead of Muldoon Murphy Faucette & Aguggia LLP] November 12, 2004 Via Edgar and Courier (SEC Mail-Stop 0408) Barry McCarty Senior Counsel U.

November 12, 2004 EX-1.2

905,625 Shares (subject to increase up to 1,041,469 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) BV FINANCIAL, INC. (a federal stock holding company) Common Stock (par value $.01 per share) AGENCY AG

EX-1.2 2 dex12.htm EXHIBIT 1.2 Exhibit 1.2 905,625 Shares (subject to increase up to 1,041,469 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) BV FINANCIAL, INC. (a federal stock holding company) Common Stock (par value $.01 per share) AGENCY AGREEMENT , 2004 SANDLER O’NEILL & PARTNERS, L.P. 919 Third Avenue, 6th Floor New York, New York 10022 Ladies

November 12, 2004 EX-99.1

FIGURE 1 – YIELD, COST AND SPREAD DATA For the twelve months ended 6/04 Yield on Inter Earn Assets (1) Cost of Inter bearing Liab (1) Interest Spread Greater Delaware Valley Savings Bank (MHC) 5.52 2.45 3.07 BCSB Bankcorp, Inc. (MHC) 4.97 2.58 2.39 G

Exhibit 99.1 Exhibit 99.1 November 3, 2004 Ms. Patricia Goings Office of Thrift Supervision 1700 G. Street 3rd Floor Washington, DC 20552 Dear Ms. Goings: This report represents FinPro, Inc.’s (“FinPro’s”) updated independent appraisal of the estimated pro forma market value of the common stock of BV Financial, Inc. (the “Company”), the holding company to be formed by Bay-Vanguard Federal Savings

October 29, 2004 SB-2/A

As filed with the Securities and Exchange Commission on October 29, 2004

Table of Contents As filed with the Securities and Exchange Commission on October 29, 2004 Registration No.

October 29, 2004 EX-99.2

[Bay-Vanguard Federal Savings Bank]

Exhibit 99.2 Exhibit 99.2 [Bay-Vanguard Federal Savings Bank] Dear Member: The Board of Directors of Bay-Vanguard Federal Savings Bank has voted unanimously in favor of a plan to reorganize from a mutual savings bank into the mutual holding company form of organization. As part of this reorganization, Bay-Vanguard Federal will form a mutual holding company to be known as Bay-Vanguard, M.H.C. and w

October 29, 2004 EX-10.3

FORM OF TWO-YEAR EMPLOYMENT AGREEMENT

Exhibit 10.3 Exhibit 10.3 FORM OF TWO-YEAR EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”, made this day of , 2004, by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and (“Executive”). W I T N E S S E T H WHEREAS, Executive serves in a position of substantial responsibility; WHEREAS, the Bank wants to assure Executive’s continued employment fo

October 29, 2004 EX-5.0

[LETTERHEAD APPEARS HERE]

Exhibit 5.0 [LETTERHEAD APPEARS HERE] Exhibit 5.0 October 29, 2004 Board of Directors BV Financial, Inc. 7114 North Point Road Baltimore, Maryland 21219 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: We have acted as special counsel for BV Financial, Inc., a federally chartered stock holding company (the “Company”), in connection with the registration statement on Form SB-2 (the “Re

October 29, 2004 EX-10.6

FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK CHANGE IN CONTROL SEVERANCE COMPENSATION PLAN

Exhibit 10.6 Exhibit 10.6 FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK CHANGE IN CONTROL SEVERANCE COMPENSATION PLAN A. Purpose. The purpose of the Bay-Vanguard Federal Savings Bank Change in Control Severance Compensation Plan (the “Plan”) is to ensure the successful continuation of the business of Bay-Vanguard Federal Savings Bank (the “Bank”) and the fair and equitable treatment of the Bank’s empl

October 29, 2004 EX-2.0

BAY-VANGUARD FEDERAL SAVINGS BANK PLAN OF REORGANIZATION AND STOCK ISSUANCE DATED AS OF JULY 13, 2004 AS AMENDED AND RESTATED ON OCTOBER 12, 2004 AND NOVEMBER 1, 2004 TABLE OF CONTENTS PAGE 1. Introduction 1 2. Definitions 1 3. General Procedure for

EX-2.0 2 dex20.htm EXHIBIT 2.0 Exhibit 2.0 BAY-VANGUARD FEDERAL SAVINGS BANK PLAN OF REORGANIZATION AND STOCK ISSUANCE DATED AS OF JULY 13, 2004 AS AMENDED AND RESTATED ON OCTOBER 12, 2004 AND NOVEMBER 1, 2004 TABLE OF CONTENTS PAGE 1. Introduction 1 2. Definitions 1 3. General Procedure for the Reorganization 6 4. Total Number of Shares and Purchase Price of Common Stock 11 5. Subscription Rights

October 29, 2004 EX-4.0

BV FINANCIAL, INC. ORGANIZED UNDER THE LAWS OF THE UNITED STATES

EX-4.0 3 dex40.htm EXHIBIT 4.0 Exhibit 4.0 COMMON STOCK COMMON STOCK CERTIFICATE NO. SHARES BV FINANCIAL, INC. ORGANIZED UNDER THE LAWS OF THE UNITED STATES THIS CERTIFIES THAT: [SPECIMEN] is the owner of: FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK $0.01 PAR VALUE PER SHARE OF BV FINANCIAL, INC. The shares represented by this certificate are transferable only on the stock transfer books o

October 29, 2004 EX-10.11

FORM OF THREE-YEAR HOLDING COMPANY EMPLOYMENT AGREEMENT

Exhibit 10.11 Exhibit 10.11 FORM OF THREE-YEAR HOLDING COMPANY EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”, made this day of , 200 , by and between BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) and (“Executive”). References to the “Bank” herein shall mean Bay-Vanguard Federal Savings Bank, a federally chartered savings institution. W I T N E S S E T H WHEREAS, Exec

October 29, 2004 CORRESP

MMF Letterhead October 29, 2004

MMF Letterhead October 29, 2004 Via Edgar and Courier (SEC Mail-Stop 0408) Barry McCarty Senior Counsel U.

October 29, 2004 EX-10.4

FORM OF THREE-YEAR BANK EMPLOYMENT AGREEMENT

EX-10.4 7 dex104.htm EXHIBIT 10.4 Exhibit 10.4 FORM OF THREE-YEAR BANK EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”, made this day of , 200, by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and (“Executive”). References to the “Company” herein shall mean BV Financial, Inc., a federally-chartered corporation and the Bank holding company. W I

October 29, 2004 EX-99.3

Bay-Vanguard Federal Savings Bank Conversion Center xx xxxxxxx Baltimore, MD xxxxx

Exhibit 99.3 Exhibit 99.3 BV Financial, Inc. Subscription & Community Offering Stock Order Form Bay-Vanguard Federal Savings Bank Conversion Center xx xxxxxxx Baltimore, MD xxxxx xxx-xxx-xxxx Expiration Date for Stock Order Forms: day, December x, 2004 12:00 noon, Eastern time (received not postmarked) IMPORTANT: A properly completed original stock order form must be used to subscribe for common s

October 29, 2004 EX-10.7

BAY-VANGUARD FEDERAL SAVINGS BANK 401(k) PROFIT SHARING PLAN BAY-VANGUARD FEDERAL SAVINGS BANK 401(k) PROFIT SHARING PLAN TABLE OF CONTENTS Page I. PLAN SPECIFICATIONS 1 A. Name 1 B. Exclusive Benefit 1 C. Effective Date 1 D. Plan Year 2 E. Limitatio

EX-10.7 9 dex107.htm EXHIBIT 10.7 Exhibit 10.7 BAY-VANGUARD FEDERAL SAVINGS BANK 401(k) PROFIT SHARING PLAN BAY-VANGUARD FEDERAL SAVINGS BANK 401(k) PROFIT SHARING PLAN TABLE OF CONTENTS Page I. PLAN SPECIFICATIONS 1 A. Name 1 B. Exclusive Benefit 1 C. Effective Date 1 D. Plan Year 2 E. Limitation Year 2 ELIGIBILITY AND PARTICIPATION 2 F. Eligible Employee 2 G. Entry Date 3 CONTRIBUTIONS 3 H. Type

September 17, 2004 COVER

MULDOON MURPHY FAUCETTE & AGUGGIA LLP ATTORNEYS AT LAW 5101 Wisconsin Avenue, N.W. Washington, D.C. 20016 TEL: (202) 362-0840 FAX: (202) 966-9409 September 17, 2004

Cover Letter MULDOON MURPHY FAUCETTE & AGUGGIA LLP ATTORNEYS AT LAW 5101 Wisconsin Avenue, N.

September 17, 2004 EX-10.1

FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN Effective as of January 1, 2004 FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN

EX-10.1 8 dex101.htm EXHIBIT 10.1 - EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST Exhibit 10.1 FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN Effective as of January 1, 2004 FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN CERTIFICATION I, Edmund Thomas Leonard, Chairman and Chief Financial Officer of Bay-Vanguard Federal Savings Bank hereby certify that t

September 17, 2004 EX-24.0

POWERS OF ATTORNEY

Exhibit 24.0 - Powers of Attorney Exhibit 24.0 POWERS OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Edmund T. Leonard and Carolyn M. Mroz as the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities to sign any or all amendments to the Form MHC-

September 17, 2004 EX-10.4

FORM OF THREE-YEAR EMPLOYMENT AGREEMENT

EX-10.4 11 dex104.htm EXHIBIT 10.4 - THREE-YEAR EMPLOYMENT AGREEMENT Exhibit 10.4 FORM OF THREE-YEAR EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”, made this day of , 2004, by and among BV FINANCIAL, INC., a federally-chartered corporation (the “Company”) BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and (“Executive”). W I T N E S S E T H WHEREAS, Execu

September 17, 2004 EX-10.6

FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK CHANGE IN CONTROL SEVERANCE COMPENSATION PLAN

EX-10.6 13 dex106.htm EXHIBIT 10.6 - CHANGE IN CONTROL SEVERANCE COMPENSATION PLAN Exhibit 10.6 FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK CHANGE IN CONTROL SEVERANCE COMPENSATION PLAN A. Purpose. The purpose of the Bay-Vanguard Federal Savings Bank Change in Control Severance Compensation Plan (the “Plan”) is to ensure the successful continuation of the business of Bay-Vanguard Federal Savings Ban

September 17, 2004 SB-2

As filed with the Securities and Exchange Commission on September 17, 2004

Table of Contents As filed with the Securities and Exchange Commission on September 17, 2004 Registration No.

September 17, 2004 EX-99.1

Table of Contents BV Financial, Inc. Baltimore, Maryland TABLE OF CONTENTS I INTRODUCTION 1 1. OVERVIEW AND FINANCIAL ANALYSIS 4 GENERAL OVERVIEW 4 HISTORY 5 STRATEGIC DIRECTION 6 BALANCE SHEET TRENDS 7 LOAN PORTFOLIO 10 INVESTMENTS 13 INVESTMENTS AN

Exhibit 99.1 - Appraisal Report Exhibit 99.1 Table of Contents BV Financial, Inc. Baltimore, Maryland TABLE OF CONTENTS I INTRODUCTION 1 1. OVERVIEW AND FINANCIAL ANALYSIS 4 GENERAL OVERVIEW 4 HISTORY 5 STRATEGIC DIRECTION 6 BALANCE SHEET TRENDS 7 LOAN PORTFOLIO 10 INVESTMENTS 13 INVESTMENTS AND MORTGAGE-BACKED SECURITIES 14 ASSET QUALITY 15 FUNDING COMPOSITION 18 ASSET/LIABILITY MANAGEMENT 20 NET

September 17, 2004 EX-5.0

, 2004

Exhibit 5.0 - Form of Opinion of Muldoon Murphy Exhibit 5.0 , 2004 Board of Directors BV Financial, Inc. 7114 North Point Road Baltimore, Maryland 21219 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: We have acted as special counsel for BV Financial, Inc., a federally chartered stock holding company (the “Company”), in connection with the registration statement on Form SB-2 (the “Re

September 17, 2004 EX-10.2

LOAN AGREEMENT

Exhibit 10.2 - Loan Agreement Exhibit 10.2 LOAN AGREEMENT THIS LOAN AGREEMENT (“Loan Agreement”) is made and entered into as of the day of , 2004, by and between the BAY-VANGUARD FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the Bay-Vanguard Federal Savings Bank Employee Stock Ownership Plan (“ESOP”); and BV FINANCIAL, INC. (“Lender”), a corporation

September 17, 2004 EX-10.8

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT

EX-10.8 14 dex108.htm EXHIBIT 10.8 - EXECUTIVE RETIREMENT PLAN Exhibit 10.8 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN EXECUTIVE AGREEMENT THIS AGREEMENT is made and entered into this day of , 2002, by and between Bay-Vanguard Federal Savings Bank, a bank organized and existing under the laws of the State of Maryland (hereinafter referred to as the “Bank”), and , an Executive of the Bank (hereinafter

September 17, 2004 EX-21.0

Subsidiaries of the Registrant Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States Housing Recovery Corporation (1) 100% Maryland

Exhibit 21.0 - Subsidiaries of the Registrant Exhibit 21.0 Subsidiaries of the Registrant Subsidiaries Percentage Ownership Jurisdiction or State of Incorporation Bay-Vanguard Federal Savings Bank 100% United States Housing Recovery Corporation (1) 100% Maryland (1) Wholly-owned subsidiary of Bay-Vanguard Federal Savings Bank.

September 17, 2004 EX-1.1

[Sandler O’Neill & Partners, L.P. Letterhead]

Exhibit 1.1 - Engagement Letter [Sandler O’Neill & Partners, L.P. Letterhead] Exhibit 1.1 May 11, 2004 Mr. Edmund T. Leonard Chairman of the Board Bay-Vanguard Federal Savings Bank 1230 Light Street Baltimore, MD 21230 Dear Mr. Leonard: Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) is pleased to act as conversion agent to Bay-Vanguard Federal Savings Bank (the “Bank”) in connection with the

September 17, 2004 EX-10.9

FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Form of Bay-Vanguard Federal Savings Bank Supplemental Executive Retirement Plan Table of Contents Article I – Introduction 1 Article II – Definitions 2 Article III – El

Exhibit 10.9 - Supplemental Executive Retirement Plan Exhibit 10.9 FORM OF BAY-VANGUARD FEDERAL SAVINGS BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Form of Bay-Vanguard Federal Savings Bank Supplemental Executive Retirement Plan Table of Contents Article I – Introduction 1 Article II – Definitions 2 Article III – Eligibility and Participation 5 Article IV – Benefits 6 Article V – Accounts 8 Articl

September 17, 2004 EX-10.5

FORM OF THREE-YEAR CHANGE IN CONTROL AGREEMENT

Exhibit 10.5 - Three-Year Change in Control Agreement Exhibit 10.5 FORM OF THREE-YEAR CHANGE IN CONTROL AGREEMENT This AGREEMENT (“Agreement”) is hereby entered into as of , 2004, by and between BAY-VANGUARD FEDERAL SAVINGS BANK (the “Bank”), a federally chartered savings bank, with its principal offices at , (“Executive”), and BV FINANCIAL, INC. (the “Company”), a federally chartered corporation

September 17, 2004 EX-2.0

BAY-VANGUARD FEDERAL SAVINGS BANK PLAN OF REORGANIZATION AND STOCK ISSUANCE DATED AS OF JULY 13, 2004 TABLE OF CONTENTS PAGE 1. Introduction 1 2. Definitions 1 3. General Procedure for the Reorganization 6 4. Total Number of Shares and Purchase Price

EX-2.0 3 dex20.htm EXHIBIT 2.0 - PLAN OF REORGANIZATION Exhibit 2.0 BAY-VANGUARD FEDERAL SAVINGS BANK PLAN OF REORGANIZATION AND STOCK ISSUANCE DATED AS OF JULY 13, 2004 TABLE OF CONTENTS PAGE 1. Introduction 1 2. Definitions 1 3. General Procedure for the Reorganization 6 4. Total Number of Shares and Purchase Price of Common Stock 11 5. Subscription Rights of Eligible Account Holders (First Prio

September 17, 2004 EX-4.0

BV FINANCIAL, INC. ORGANIZED UNDER THE LAWS OF THE UNITED STATES

EX-4.0 4 dex40.htm EXHIBIT 4.0 - SPECIMEN STOCK CERTIFICATE Exhibit 4.0 COMMON STOCK COMMON STOCK CERTIFICATE NO. SHARES BV FINANCIAL, INC. ORGANIZED UNDER THE LAWS OF THE UNITED STATES THIS CERTIFIES THAT: [SPECIMEN] is the owner of: FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK $0.01 PAR VALUE PER SHARE OF BV FINANCIAL, INC. a subsidiary stock holding company organized under the laws of th

September 17, 2004 EX-10.10

DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENT

EX-10.10 16 dex1010.htm EXHIBIT 10.10 - DIRECTORS' SUPPLEMENTAL RETIREMENT PLAN Exhibit 10.10 DIRECTOR SUPPLEMENTAL RETIREMENT PLAN DIRECTOR AGREEMENT THIS AGREEMENT is made and entered into this day of , 2002, by and between Bay-Vanguard Federal Savings Bank, a bank organized and existing under the laws of the State of Maryland (hereinafter referred to as the “Bank”), and , a member of the Board

September 17, 2004 EX-10.3

FORM OF TWO-YEAR EMPLOYMENT AGREEMENT

Exhibit 10.3 - Two-Year Employment Agreement Exhibit 10.3 FORM OF TWO-YEAR EMPLOYMENT AGREEMENT THIS AGREEMENT (the “Agreement”, made this day of , 2004, by and between BAY-VANGUARD FEDERAL SAVINGS BANK, a federally-chartered savings bank (the “Bank”), and (“Executive”). W I T N E S S E T H WHEREAS, Executive serves in a position of substantial responsibility; WHEREAS, the Bank wants to assure Exe

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