Former co-CEO exits BV Financial (NASDAQ: BVFL) with cash, benefits and equity vesting

Rhea-AI Filing Summary

BV Financial, Inc. and its subsidiary BayVanguard Bank entered into a Separation, Consulting and Release Agreement with Co-President, Co-Chief Executive Officer and director David M. Flair, under which he resigned all officer and director roles effective January 22, 2026.

His prior employment agreement was terminated, and he will receive a lump-sum payment of $2,142,182 (before taxes), his earned fiscal 2025 bonus, and benefits under a salary continuation plan with a fixed annual benefit of $60,000, while an existing executive split-dollar life insurance arrangement will remain in place.

If he signs and does not revoke the agreement, Flair will serve as a consultant from January 22, 2026 through September 7, 2028, advising the Board on strategy, and will vest in previously granted equity awards: 24,497 restricted shares and 61,244 options on September 6, 2026, and 24,497 restricted shares and 61,243 options on each of September 6, 2027 and 2028, subject to continued service, with partial vesting if the company ends the consulting period.

Insights

Corporate governance and compensation analyst

BV Financial restructures leadership, granting sizable cash and equity to former co-CEO tied to a multi-year consulting role.

The agreement shows BV Financial transitioning away from David M. Flair as Co-President, Co-Chief Executive Officer and director while preserving his institutional knowledge through a consulting arrangement. The immediate effects are leadership change at the top level and the elimination of his prior employment agreement, replaced by a defined separation and advisory framework.

Economically, the company commits to a lump-sum payment of $2,142,182, his fiscal 2025 bonus, a fixed annual benefit of $60,000 under the salary continuation plan, continued split-dollar benefits, and time-based vesting of existing equity awards over three years. These terms concentrate compensation in the near term and extend potential dilution through option and restricted stock vesting, though the equity was previously granted.

The agreement also includes non-competition, non-solicitation, confidentiality and non-disparagement covenants that remain in force only during the consulting period, which runs through September 7, 2028 unless ended earlier on 30 days’ notice. This structure provides for continuity of advice and some competitive protection for the company while clearly defining the timeline and conditions under which those protections lapse.

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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 22, 2026

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.R.S. Employer Identification No.)

7114 North Point Road, Baltimore, Maryland	21219
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 477-5000

Not Applicable

(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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		BVFL		NASDAQ

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 22, 2026, BayVanguard Bank (the “Bank”), and its holding company BV Financial, Inc. (the “Company”), entered into a Separation, Consulting and Release Agreement (the “Agreement”) with David M. Flair.  Under the Agreement, Mr. Flair resigned from his roles as Co-President and Co-Chief Executive Officer and as a director of the Company and the Bank, effective January 22, 2026.  Upon entering the Agreement, the employment agreement originally entered into by and among Mr. Flair, the Bank, the Company, and Bay-Vanguard, M.H.C. as of August 28, 2018, terminated in its entirety and became null and void.

In consideration of Mr. Flair’s execution and compliance with the Agreement, including his execution of a general release attached to the Agreement, Mr. Flair will receive a payment of $2,142,182, less applicable tax withholdings, paid in a lump sum no later than the second payroll date following the expiration of the revocation period contained in the general release.  Additionally, Mr. Flair will receive the bonus he earned for the fiscal year 2025.  Mr. Flair will be paid the benefits provided for under the Bay-Vanguard Federal Savings Bank Salary Continuation Plan entered into effective as of April 10, 2017 (the “Salary Continuation Plan”), which has been amended to fix the annual benefit payable at $60,000.  The Bank will also continue to maintain the Executive Split Dollar Agreement entered into by and between the Bank and Mr. Flair as of April 12, 2017, in accordance with its terms.

If Mr. Flair timely executes and does not revoke the Agreement, he will be engaged as a consultant with the Company beginning as of January 22, 2026, and ending on September 7, 2028, unless the consulting arrangement is earlier terminated by either the Company or Mr. Flair upon thirty days written notice (the “Consulting Period”).  During the Consulting Period, Mr. Flair shall, on an as-needed basis, provide consultation to the Board of Directors of the Company regarding the Company and its respective subsidiaries and affiliates and their respective strategic business plans and opportunities (the “Consulting Services”).  In exchange for providing the Consulting Services, Mr. Flair will vest in the equity grants previously granted to him under the Company’s 2024 Equity Incentive Plan.  Mr. Flair will vest in 24,497 shares of restricted stock and 61,244 stock options on September 6, 2026, and 24,497 shares of restricted stock and 61,243 stock options on each of September 6, 2027, and September 6, 2028.  If, at any time during the Consulting Period, Mr. Flair terminates the Consulting Period for any reason, he will forfeit any unvested shares of restricted stock and unexercisable stock options.  If the Company terminates the Consulting Period, Mr. Flair will receive a pro rata vesting of the restricted shares and unvested stock options based on the number of days he provided services during the vesting period.

The Agreement contains certain non-solicitation, non-competition, confidentiality and non-disparagement provisions.  The non-competition and non-solicitation provisions apply during the Consulting Period and will cease to apply and have no further effect upon the termination of the Consulting Services.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

10.1 Separation, Consulting and Release Agreement dated January 22, 2026, by and among David M. Flair, BayVanguard Bank and BV Financial, Inc.

104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		BV FINANCIAL, INC.
DATE: January 22, 2026	By:	/s/ Timothy L. Prindle
		Timothy L. Prindle
		President and Chief Executive Officer

FAQ

What leadership change did BV Financial (BVFL) disclose in this 8-K?

David M. Flair resigned as Co-President, Co-Chief Executive Officer and as a director of both BV Financial, Inc. and BayVanguard Bank, effective January 22, 2026.

What cash payments will David M. Flair receive under the BV Financial separation agreement?

David M. Flair will receive a lump-sum payment of $2,142,182, less applicable tax withholdings, paid shortly after the revocation period, plus the bonus he earned for the fiscal year 2025.

How is David M. Flair’s salary continuation benefit structured with BV Financial?

Under the Bay-Vanguard Federal Savings Bank Salary Continuation Plan, as amended, David M. Flair will receive a fixed annual benefit of $60,000.

What consulting role will David M. Flair have with BV Financial after his resignation?

If he executes and does not revoke the agreement, David M. Flair will serve as a consultant from January 22, 2026 to September 7, 2028, providing strategic advice to the Board of Directors on the company and its subsidiaries, unless either party ends the arrangement with 30 days’ written notice.

How will David M. Flair’s existing equity awards vest under the BV Financial agreement?

He will vest in previously granted equity under the 2024 Equity Incentive Plan: 24,497 restricted shares and 61,244 stock options on September 6, 2026, and 24,497 restricted shares and 61,243 stock options on each of September 6, 2027 and September 6, 2028, subject to continued consulting service and pro rata vesting if the company terminates early.

What restrictive covenants apply to David M. Flair in the BV Financial separation agreement?

The agreement includes non-solicitation, non-competition, confidentiality and non-disparagement provisions that apply during the consulting period and cease upon termination of the consulting services.