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
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Date of Report (Date of earliest event reported): February 20, 2026 |
BV FINANCIAL, INC.
(Exact name of Registrant as Specified in Its Charter)
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Maryland |
001-36094 |
14-1920944 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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7114 North Point Blvd. |
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Baltimore, Maryland |
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21219 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 410 477-5000 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share |
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BVFL |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant.
On February 20, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of BV Financial, Inc. (the “Company”) approved the dismissal of Forvis Mazars, LLP (“Forvis Mazars”) as the Company's independent registered public accounting firm effective upon completion by Forvis Mazars of its audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2025 and the filing of the Company's 2025 Annual Report on Form 10-K (the "Effective Date"). On February 20, 2026, the Audit Committee notified Forvis Mazars of the dismissal as of the Effective Date. Concurrently, the Audit Committee approved the engagement of Crowe LLP (“Crowe”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026, effective as of the Effect Date. The Company’s formal engagement of Crowe remains subject to the completion of Crowe’s standard client acceptance procedures and execution of an engagement letter.
Forvis Mazars' reports on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2023 and December 31, 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, there were: (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Forvis Mazars on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Forvis Mazars, would have caused it to make reference to the subject matter thereof in connection with its reports on the consolidated financial statements for such years, and (ii) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided Forvis Mazars with a copy of the disclosures made in this Current Report on Form 8-K and has requested that Forvis Mazars furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of Forvis Mazars' letter, dated February 23, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2023 and December 31, 2024 and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf has consulted with Crowe regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Crowe concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter from Forvis Mazars to the Securities and Exchange Commission dated February 23, 2026
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BV Financial, Inc. |
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Date: |
February 23, 2026 |
By: |
/s/ Timothy L. Prindle |
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President and Chief Executive Officer |
