BV Financial, Inc. 8-K

What Happened BV Financial, Inc. (and its subsidiary BayVanguard Bank) announced that David M. Flair resigned as Co‑President, Co‑Chief Executive Officer and as a director effective January 22, 2026. The company entered a Separation, Consulting and Release Agreement with Flair: his prior employment agreement was terminated, he will receive a lump-sum separation payment, and—provided he signs and does not revoke the release—he will serve as a consultant to the board through September 7, 2028 with specified equity vesting.

Key Details

• Separation payment: $2,142,182 (less tax withholdings), paid in a lump sum no later than the second payroll date after the release revocation period expires. Flair will also receive his earned 2025 bonus.
• Continued benefits: Salary Continuation Plan amended to fix the annual benefit at $60,000; the Executive Split Dollar Agreement remains in effect.
• Consulting term & vesting: Consulting runs Jan 22, 2026–Sept 7, 2028 (unless earlier terminated). Vesting schedule for prior 2024 Equity Incentive Plan awards: 24,497 restricted shares + 61,244 options on Sept 6, 2026; and 24,497 shares + 61,243 options on each of Sept 6, 2027 and Sept 6, 2028.
• Forfeiture/pro rata rules: If Flair ends consulting early, unvested awards are forfeited; if the company ends consulting, Flair receives pro rata vesting based on days served. Non‑compete, non‑solicit, confidentiality and non‑disparagement obligations apply during the consulting period only.

Why It Matters This 8‑K signals a leadership change at BV Financial with a significant one‑time cash payment and a multi‑year consulting arrangement that ties retained equity to continued advisory services. Investors should note the immediate cash outflow (~$2.14M) and the potential future dilution from scheduled equity vesting if Flair provides services or the company allows pro rata vesting on termination. The filing is primarily an executive transition disclosure rather than a change to reported financial results.