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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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BV Financial, Inc.
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(Name of Registrant as Specified In Its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11.
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Number of Shares
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Percent
Outstanding(1) |
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Directors:
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Gary T. Amereihn
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72,162
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(2)
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*
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William Streett Baldwin
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81,835
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(3)
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*
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P. David Bramble
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36,816
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(4)
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*
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William B. Crompton, III
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65,676
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(5)
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*
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David M. Flair
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291,582
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(6)
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3.29%
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Joseph S. Galli
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149,937
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(7)
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1.70%
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Brian K. McHale
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47,608
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(8)
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*
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Timothy L. Prindle
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433,438
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(9)
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4.90%
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Joshua W. Posnick
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33,850
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(3)
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*
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Machteld V. Thomas
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58,789
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(10)
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*
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Executive Officers Who Are Not Directors:
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Michael J. Dee
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105,915
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(11)
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1.20%
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Gregory J. Olinde
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15,749
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(12)
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*
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All directors, nominees and executive officers as a group
(13 persons) |
1,413,686
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15.69%
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Less than 1%.
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| (1) |
Based on 8,790,568 shares outstanding at March 13, 2026.
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| (2) |
Includes 5,000 shares held by Mr. Amereihn’s spouse in her IRA and 11,023 shares of unvested restricted stock.
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Includes 11,789 shares of unvested restricted stock.
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Includes 10,000 shares held in an LLC and 11,789 shares of unvested restricted stock.
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| (5) |
Includes 11,010 shares held by a trust and 11,023 shares of unvested restricted stock.
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| (6) |
Includes options to acquire 61,244 shares, 11,948 shares allocated under the Employee Stock Ownership Plan, 73,492 shares of unvested restricted stock and 4,508 shares held in trust in the BayVanguard Bank 401(k) Plan.
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| (7) |
Includes 20,250 shares held in an LLC, 5,013 shares held by Mr. Galli’s spouse in her IRA, 2,200 shares held by Mr. Galli’s first daughter (including 1,300 shares held in her IRA) and 1,900 shares held by Mr. Galli’s second daughter
(including 1,500 shares held in her IRA) and 11,023 shares of unvested restricted stock.
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Includes 3,980 shares held by Mr. McHale’s spouse in her IRA and 11,359 shares of unvested restricted stock.
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| (9) |
Includes 8,591 shares held in by Mr. Prindle’s spouse in her IRA accounts, 73,492 shares of unvested restricted stock, 38,475 shares held in trust in the BayVanguard Bank 401(k) Plan and 5,607 shares allocated under the Employee Stock
Ownership Plan.
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Includes 10,000 shares of stock held by Ms. Thomas’s spouse in his IRA and 12,124 shares of unvested restricted stock.
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Includes options to acquire 12,500 shares, 8,824 shares allocated under the Employee Stock Ownership Plan and 22,500 shares of unvested restricted stock.
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| (12) |
Includes 749 shares held in trust in the BayVanguard Bank 401(k) Plan and 5,050 shares allocated under the Employee Stock Ownership Plan.
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Audit Committee
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Compensation Committee
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Governance and Nominating Committee
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William Streett Baldwin*
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Gary T. Amereihn*
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Joshua W. Posnick*
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William B. Crompton
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William Streett Baldwin
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Machteld V. Thomas
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Machteld V. Thomas
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Brian McHale |
William B. Crompton
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