BV Financial Insider Filing: Small Gift, No Material Share Sale

Rhea-AI Filing Summary

BV Financial, Inc. (BVFL) – Form 4 filing dated 07/08/2025. Director William B. Crompton III reported one insider transaction on 07/07/2025. Using transaction code G (gift), he disposed of 500 common shares held indirectly as trustee for a trust at $0 per share. Following the gift, the trust retains 10,510 shares. Crompton’s aggregate beneficial ownership now stands at 56,489 common shares (18,500 direct; 10,510 trust; 4,747 Roth IRA; 22,732 IRA).
In addition, he holds 36,746 stock options with a $14.25 exercise price, expiring 09/06/2034 and vesting 25% annually beginning 09/06/2025. No other non-derivative or derivative transactions were reported. The filing is routine and does not indicate any change in Crompton’s board status or company outlook.

Insights

Financial Analyst

TL;DR: Small gift of 500 BVFL shares; overall stake unchanged materially.

The reported gift represents less than 1% of Mr. Crompton’s 56.5 k-share ownership and was executed at no consideration, indicating estate or charitable planning rather than a valuation view. His sizeable option package (36.7 k shares at $14.25 strike) remains intact, aligning incentives with long-term share performance. Given the immaterial volume and non-sale nature, the transaction is neutral for investors.

Corporate Governance Expert

TL;DR: Routine insider gifting; no governance red flags.

Transaction code G signals a bona fide gift, not a market sale, and therefore carries no adverse governance implications. Crompton retains board-level exposure through substantial direct, retirement, and trust holdings, supporting continued alignment with shareholder interests. Compliance with Section 16 reporting timelines appears adequate.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Crompton William B. III

(Last) (First) (Middle)

7114 NORTH POINT ROAD

(Street)

BALTIMORE MD 21219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BV Financial, Inc. [ BVFL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/07/2025		G		500	D	$0	10,510	I	As Trustee for Trust
Common Stock								18,500(1)	D
Common Stock								4,747	I	By Roth IRA
Common Stock								22,732	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$14.25							09/06/2025	09/06/2034	Common Stock	36,746(2)		36,746(2)	D

Explanation of Responses:

1. Includes shares of restricted stock which vest at a rate of 25% per year commencing on September 6, 2025.

2. Stock Options vest at a rate of 25% per year commencing on September 6, 2025.

	/s/ Scott Brown, pursuant to power of attorney	07/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did BVFL director William B. Crompton III report?

He gifted 500 BV Financial common shares on 07/07/2025 (transaction code G).

How many BVFL shares does Crompton own after the transaction?

His total beneficial ownership is 56,489 common shares across direct, trust, Roth IRA and IRA accounts.

What does transaction code G mean on a Form 4 filing?

Code G designates a gift transaction, indicating shares were transferred without consideration.

What derivative securities does Crompton hold in BVFL?

He owns 36,746 stock options exercisable at $14.25, expiring 09/06/2034 and vesting 25% per year starting 09/06/2025.

Did the filing mention any sales of BVFL shares for cash?

No. The only reported transaction was a no-price gift; there were no sales for cash proceeds.