BV Financial (BVFL) Co-CEO reports option exercise and 244,974 options

Rhea-AI Filing Summary

BV Financial, Inc. Co-President and Co-CEO David M. Flair reported an option exercise and related common stock transactions. On 12/12/2025, he exercised stock options for 21,433 shares of common stock at $5.65 per share and reported a disposition of 6,602 shares at $19.11 on the same date. Following these transactions, he directly owned 185,136 shares of BV Financial common stock, with additional indirect holdings of 10,238 shares through an ESOP, 4,508 shares through a 401(k), and 14,000 shares in an IRA. One stock option grant for 21,433 shares at $5.65 was fully exercised, while another grant for 244,974 options at $14.86 remains outstanding, vesting 25% on September 17, 2025 and 25% per year commencing on September 6, 2026, and expiring on September 17, 2034.

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

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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^*

Flair David M.

(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
X	Officer (give title below)		Other (specify below)
	Co-President, Co-CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024

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	12/12/2025		M		21,433	A	$5.65	191,738(1)(2)	D
Common Stock	12/12/2025		F		6,602	D	$19.11	185,136(1)(2)	D
Common Stock								10,238(3)	I	By ESOP
Common Stock								4,508	I	By 401(k)
Common Stock								14,000	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	$5.65	12/12/2025		M			21,433	12/31/2018	12/31/2027	Common Stock	21,433(4)	$0	0	D
Stock Options	$14.86							09/17/2025	09/17/2034	Common Stock	244,974(5)		244,974(5)	D

Explanation of Responses:

1. Includes shares of restricted stock which vest 25% on September 17, 2025, with the remaining shares vesting at a rate of 25% per year commencing on September 6, 2026.

2. Includes shares of restricted stock which vest at a rate of 33 1/3% per year commencing on December 31, 2023.

3. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Act of 1934, as amended.

4. Stock Options are fully vested.

5. Stock Options vest 25% on September 17, 2025, with the remaining options vesting at a rate of 25% per year commencing on September 6, 2026.

	/s/ David M. Flair	12/16/2025
	** 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).
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FAQ

What insider transaction did BV Financial (BVFL) report in this Form 4?

The filing shows that David M. Flair, Co-President and Co-CEO of BV Financial, Inc., exercised stock options and reported related common stock transactions on 12/12/2025.

How many BV Financial (BVFL) shares did the Co-CEO acquire and at what price?

He acquired 21,433 shares of BV Financial common stock via stock option exercise at an exercise price of $5.65 per share.

What share disposition did the BV Financial (BVFL) insider report?

The filing reports a disposition coded "F" of 6,602 shares of BV Financial common stock at a price of $19.11 per share on 12/12/2025.

What is David M. Flair’s BV Financial (BVFL) share ownership after the reported transactions?

After the transactions, he directly owned 185,136 shares of BV Financial common stock, plus 10,238 shares held indirectly through an ESOP, 4,508 shares through a 401(k), and 14,000 shares through an IRA.

What BV Financial (BVFL) stock options were exercised or remain outstanding?

Stock options for 21,433 shares at an exercise price of $5.65 were fully exercised, leaving 0 of that grant outstanding. A separate grant of stock options at $14.86 covering 244,974 shares remains outstanding.

When do the remaining BV Financial (BVFL) stock options vest and expire?

The remaining stock options vest 25% on September 17, 2025, with the rest vesting at 25% per year commencing on September 6, 2026, and they expire on September 17, 2034.

What vesting terms apply to BV Financial (BVFL) restricted stock mentioned in the filing?

One restricted stock award vests 25% on September 17, 2025 with the remaining shares vesting at 25% per year commencing on September 6, 2026. Another award vests at 33 1/3% per year commencing on December 31, 2023.