[8-K] BV Financial, Inc. Reports Material Event

Rhea-AI Filing Summary

BV Financial, Inc. plans a stock repurchase program for up to 10% of its outstanding common shares, or approximately 861,000 shares, after receiving a non-objection from the Federal Reserve Bank of Richmond.

The new program is expected to begin after the company completes its current repurchase authorization, which has about 45,000 shares remaining. Future buybacks may be made in open-market or private transactions, block trades, or under Rule 10b5-1 trading plans, and will follow Rule 10b-18 and other legal requirements. The company is not obligated to repurchase any specific number of shares or to do so within a set timeframe.

Insights

Bank capital management analyst

BV Financial gains Fed non-objection for a sizable 10% stock buyback.

BV Financial, Inc. obtained a non-objection from the Federal Reserve Bank of Richmond to initiate a stock repurchase program covering up to 10% of its outstanding common shares, or about 861,000 shares. This follows an existing repurchase program with roughly 45,000 shares still authorized.

Buybacks can occur via open-market purchases, private transactions, block trades, or Rule 10b5-1 plans and must comply with Rule 10b-18. The filing stresses that timing and size will depend on stock availability, market conditions, alternative capital uses, and financial performance, with no obligation to repurchase a set number of shares.

The program provides flexibility for returning capital but leaves actual execution open-ended. Future disclosures in company reports can clarify how aggressively BV Financial uses this authorization relative to its balance sheet and growth opportunities.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

New buyback authorization: Up to 10% of outstanding shares (~861,000 shares) Remaining current program: Approximately 45,000 shares Regulatory clearance: Federal Reserve Bank of Richmond non-objection

3 metrics

New buyback authorization Up to 10% of outstanding shares (~861,000 shares) Non-objection received on May 5, 2026

Remaining current program Approximately 45,000 shares Shares left under existing repurchase program

Regulatory clearance Federal Reserve Bank of Richmond non-objection For new stock repurchase program

Key Terms

stock repurchase program, Rule 10b5-1, Rule 10b-18, Emerging growth company

4 terms

stock repurchase program financial

"received the non-objection ... to initiate, a stock repurchase program for up to 10% of the Company’s outstanding shares"

A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.

Rule 10b5-1 regulatory

"pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

Rule 10b-18 regulatory

"Open market purchases will be made in accordance with Rule 10b-18 of the Securities and Exchange Commission"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

Emerging growth company regulatory

"Emerging growth company Item 8.01 Other Events."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/06/2026 - 04:35 PM Learn about SEC filing dates

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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): May 05, 2026

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 Number)	(IRS Employer Identification No.)
7114 North Point Blvd.
Baltimore, Maryland				21219
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 410 477-5000

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On May 5, 2026, BV Financial, Inc. (the “Company”) received the non-objection of the Federal Reserve Bank of Richmond to initiate, a stock repurchase program for up to 10% of the Company’s outstanding shares of common stock (approximately 861,000 shares).

Repurchases are expected to commence after the Company completes its current repurchase program, which has approximately 45,000 shares remaining. Shares of the Company’s common stock may be repurchased pursuant to the program in open market or private transactions, through block trades, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.

The timing and amount of any repurchases will depend on a number of factors, including the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s financial performance. Open market purchases will be made in accordance with Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements. The Company is not obligated to repurchase any particular number of shares or any shares in any specific time period.

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:	May 6, 2026	By:	/s/ Michael J. Dee
			Michael J. Dee Executive Vice President and Chief Financial Officer

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