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):   June 29, 2023

BV FINANCIAL, INC.
(Exact Name of Registrant as Specified in Charter)

Maryland
333-270496
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
None
        

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 June 29, 2023, the stockholders of BV Financial, Inc. (the “Company”) and the members of Bay-Vanguard M.H.C., Inc. (the “MHC”), the Company’s mutual holding company parent, announced today that the Company’s stockholders and the members of the MHC approved the pending conversion of the MHC from mutual to stock form.  Completion of the conversion and stock offering remains subject to final regulatory approval and the sale of at least 9,775,000 shares of common stock, which represents the minimum of the offering range.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description

 99.1
Press release dated June 29, 2023

104
Cover Page Interactive Data File (embedded within Inline XBRL document)





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: June 29, 2023
By:  
/s/ David M. Flair 
   
David M. Flair
   
Co-President and Chief Executive Officer