Registration No. 333-
As filed with the Securities and Exchange Commission on September 6, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BV Financial, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland
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14-1920944
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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7114 North Point Road
Baltimore, Maryland 21219
(Address of Principal Executive Offices)
BV Financial, Inc. 2024 Equity Incentive Plan
BV Financial, Inc. 2021 Equity Incentive Plan
BV Financial, Inc. 2017 Stock Option Plan
(Full Title of the Plans)
Copies to:
David M. Flair
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Scott A. Brown, Esq.
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Co-President and Co-Chief Executive Officer
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Thomas P. Hutton, Esq.
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BV Financial, Inc.
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Luse Gorman, PC
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7114 North Point Road
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5335 Wisconsin Ave., N.W., Suite 780
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Baltimore, Maryland 21219
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Washington, DC 20015-2035
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(410) 477-5000
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(202) 274-2000
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(Name, Address and Telephone
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Number of Agent for Service)
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ⌧
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Smaller reporting company⌧
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Emerging growth company ⌧
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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 7(a)(2)(B) of the Securities Act. ☐
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the BV Financial, Inc. 2024 Equity Incentive Plan,
the BV Financial, Inc. 2021 Equity Incentive Plan and the BV Financial, Inc. 2017 Stock Option Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended
(the “Securities Act”).
Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously filed by BV Financial, Inc. (the “Company”) with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
incorporated herein by reference (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items):
(a)
The Company’s
Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 22, 2024 (File No. 001-41764);
(b)
The Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on August 13, 2024 (File No. 001-41764);
(c)
The Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 13, 2024 (File No. 001-41764);
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the
filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement to be a part
thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration
Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in
the documents incorporated herein or therein by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Articles 9 and 10 of the Amended and Restated Articles of Incorporation of BV Financial, Inc. (the “Corporation”) set forth the circumstances under which directors, officers, employees and agents
of the Corporation may be insured or indemnified against liability which they may occur in their capacity as such:
ARTICLE 9. Indemnification, etc. of Directors and Officers.
A. Indemnification. The Corporation shall indemnify (1) its current and former directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted
by the MGCL now or hereafter in force, including the advancement of expenses under the procedures and to the fullest extent permitted by law, and (2) other employees and agents to such extent as shall be authorized by the Board of Directors and
permitted by law; provided, however, that, except as provided in Section B of this Article 9 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or
part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in Section A of this Article 9 shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the MGCL requires an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan), it shall be made only upon delivery
to the Corporation of a written undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by a final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such expenses under Section A of this Article 9 or otherwise.
B. Procedure. If a claim under Section A of this Article 9 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for
an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be reimbursed the expense of prosecuting or defending such suit. It shall
be a defense to any action for advancement of expenses that the Corporation has not received both (i) an undertaking as required by law to repay such advances if it shall ultimately be determined that the standard of conduct has not been met and (ii)
a written affirmation by the indemnitee of his or her good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. In any suit by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met the applicable standard for indemnification set forth in the MGCL. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination before the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met
the applicable standard of conduct set forth in the MGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct, or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article 9 or otherwise, shall be on the Corporation.
C. Non-Exclusivity. The rights to indemnification and to the advancement of expenses conferred in this Article 9 shall not be exclusive of any other right that any Person may have or hereafter acquire under any
statute, these Articles, the Corporation’s Bylaws, any agreement, any vote of stockholders or the Board of Directors, or otherwise.
D. Insurance. The Corporation may maintain insurance, at its expense, to insure itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such Person against such expense, liability or loss under the MGCL.
E. Miscellaneous. The Corporation shall not be liable for any payment under this Article 9 in connection with a claim made by any indemnitee to the extent such indemnitee has otherwise actually received payment
under any insurance policy, agreement, or otherwise, of the amounts otherwise indemnifiable hereunder. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article 9 shall be contract rights and such
rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
F. Limitations Imposed by Federal Law. Notwithstanding any other provision set forth in this Article 9, in no event shall any payments made by the Corporation pursuant to this Article 9 exceed the amount permissible
under applicable federal law, including, without limitation, Section 18(k) of the Federal Deposit Insurance Act and the regulations promulgated thereunder.
Any repeal or modification of this Article 9 by the stockholders of the Corporation or the Board of Directors shall not in any way diminish any rights to indemnification or
advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Article 9 is in force.
ARTICLE 10. Limitation of Liability. An officer or director of the Corporation, as such, shall not be liable to the Corporation or its
stockholders for money damages, except (A) to the extent that it is proved that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually
received; or (B) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the proceeding; or (C) to the extent otherwise provided by the MGCL. If the MGCL is amended to further eliminate or limit the personal liability of officers and directors, then the
personal liability of officers and directors of the Corporation shall be eliminated or limited to the extent required by the MGCL, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing
at the time of such repeal or modification.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
Regulation S-K
Exhibit Number
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Document
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_________________________
Item 9. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (section 230.424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fees” table in the effective registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs 1(i) and 1(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering;
4. That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof; and
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on September 6, 2024.
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BV FINANCIAL, INC.
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By:
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/s/ David M. Flair
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David M. Flair
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Co-President and Chief Executive Officer
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(Duly Authorized Representative)
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We, the undersigned directors and officers of BV Financial, Inc. (the “Company”) hereby severally constitute and appoint David M. Flair, as our true and lawful attorney and
agent, to do any and all things in our names in the capacities indicated below which said David M. Flair may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the registration of Company common stock to be granted under the BV Financial, Inc. 2024 Equity Incentive Plan, the BV Financial, Inc. 2021 Equity Incentive Plan and the BV
Financial, Inc. 2017 Stock Option Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective
amendments) thereto; and we hereby approve, ratify and confirm all that said David M. Flair shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date
indicated.
Signature
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Title
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Date
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/s/ David M. Flair
David M. Flair
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Co-President and Chief Executive Officer and Director (Principal Executive Officer)
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September 6, 2024
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/s/ Timothy L. Prindle
Timothy L. Prindle
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Co-President and Chief Executive Officer and Director (Principal Executive Officer)
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September 6, 2024
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/s/ Michael J. Dee
Michael J. Dee
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Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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September 6, 2024
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/s/ Gary T. Amereihn
Gary T. Amereihn
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Chairman of the Board
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September 6, 2024
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/s/ William Streett Baldwin
William Streett Baldwin
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Director
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September 6, 2024
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/s/ William B. Crompton, III
William B. Crompton, III
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Director
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September 6, 2024
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/s/ Joseph S. Galli
Joseph S. Galli
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Director
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September 6, 2024
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/s/ Brian K. McHale
Brian K. McHale
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Director
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September 6, 2024
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/s/ Joshua W. Posnick
Joshua W. Posnick
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Director
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September 6, 2024
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/s/ P. David Bramble
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Director
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September 6, 2024
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P. David Bramble
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/s/ Machteld V. Thomas
Machteld V. Thomas
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Director
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September 6, 2024
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EXHIBIT 5
LUSE GORMAN, PC
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
September 6, 2024
Board of Directors
BV Financial, Inc.
7114 North Point Road
Baltimore, Maryland 21219
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Re: |
BV Financial, Inc. - Registration Statement on Form S-8
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Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in connection with the registration of 1,695,611 shares of common
stock, $0.01 par value per share (the “Shares”), of BV Financial, Inc. (the “Company”) to be issued pursuant to the BV Financial, Inc. 2024 Equity Incentive Plan, BV Financial, Inc. 2021 Equity Incentive Plan and BV Financial, Inc. 2017 Stock Option
Plan (collectively, the “Equity Plans”).
In rendering the opinion expressed herein, we have reviewed the Articles of Incorporation and Bylaws of the Company, the Equity Plans,
the Company’s Registration Statement on Form S-8 (the “Form S-8”), as well as resolutions of the board of directors of the Company and applicable statutes and regulations governing the Company. We have assumed the authenticity, accuracy and
completeness of all documents in connection with the opinion expressed herein. We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are
rendered. This opinion is limited to matters of Maryland corporate law.
Based on the foregoing, we are of the following opinion:
Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the
Equity Plans, will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8 and shall
not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm. We hereby consent to the filing of this opinion as an exhibit to the Form S-8. By giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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EXHIBIT 10.4
FORM OF
RESTRICTED STOCK AWARD AGREEMENT
Granted by
BV FINANCIAL, INC.
under the
BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN
This Restricted Stock Award Agreement (“Restricted Stock Award” or “Agreement”)
is and will be subject in every respect to the provisions of the BV Financial, Inc. 2024 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part of
this Agreement, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts the Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the
Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the
Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” means BV Financial, Inc., including its present
and future subsidiaries as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (“Code”). Capitalized terms used herein but not defined
will have the same meaning as in the Plan.
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Name of Participant:___________________________ |
2. |
Date of Grant:___________________________ |
3. |
Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:________
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(subject to adjustment pursuant to Section 8 hereof).
4.
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Vesting Schedule. Unless sooner vested in accordance with the terms of the Plan and this Agreement, the Restricted Stock Award granted hereunder will vest in
accordance with the following schedule:
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Vesting Date Number of Shares Vesting
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Grant of Restricted Stock Award. The Restricted Stock Award will be in the form of issued and outstanding shares of Stock registered in the name of the Participant and held by the Company, together
with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock. Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other
format (e.g., electronically) in order to facilitate the paperless transfer of the Awards.
If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not
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be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.
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6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote.
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6.2 |
No cash dividends shall be paid with respect to the Restricted Stock Award unless and until the Participant vests in the underlying share(s) of Restricted Stock. Upon the vesting of the Restricted Stock Award, any dividends declared on the
Stock during the vesting period will be paid within thirty (30) days following the vesting date. Any stock dividends declared on shares of Stock subject to the Restricted Stock Award will be subject to the same restrictions and will vest at
the same time as the shares of Restricted Stock from which the dividends were derived. All unvested dividends shall be forfeited by the Participant to the extent the underlying Restricted Stock Awards are forfeited.
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7. |
Delivery of Shares. Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including the requirements of the Securities Act of 1933, as amended), and
the applicable requirements of any securities exchange or similar entity.
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8. |
Adjustment Provisions. This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in
accordance with the provisions of, Section 3.4 of the Plan.
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9. |
Effect of Termination of Service on Restricted Stock Award.
Notwithstanding the vesting schedule set forth in Section 4 of this Agreement, upon the Participant’s Termination of Service, this Restricted Stock Award will vest in accordance with the terms of the Plan and as follows:
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9.1 |
Death. In the event of the Participant’s Termination of Service by reason of death, any unvested shares of Restricted Stock subject to this Agreement will immediately vest.
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9.2 |
Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested shares of Restricted Stock subject to this Agreement will immediately vest.
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9.3 |
Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock subject to this Agreement will
immediately vest.
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9.4 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, any unvested shares of Restricted Stock subject to this Agreement
will expire and be forfeited as of the date of the Termination of Service.
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9.5 |
Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause or an Involuntary
Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock subject to this Agreement will expire and be forfeited as of the date of the Termination of Service.
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10.1 |
Except as otherwise provided in this Agreement, this Restricted Stock Award will not confer upon the Participant any rights as a stockholder of the Company with respect to the shares underlying the Award prior to the date on which the
individual fulfills all conditions for receipt of such rights.
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10.2 |
Except as otherwise provided for in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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10.3 |
This Restricted Stock Award is not transferable except as provided for in the Plan.
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10.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.
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10.5 |
Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the employment or service of the Participant at any time, nor confer upon the Participant any right to continue in the
employ or service of the Company or any Affiliate.
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10.6 |
This Restricted Stock Award is subject to forfeiture and clawback in accordance with the provisions of Sections 7.17 and 7.20 of the Plan.
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10.7 |
This Restricted Stock Award is subject to any required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company. The Company is not providing any tax, legal or financial advice, nor
is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares. The Participant is hereby advised to consult with his or her own personal
tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
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10.8 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any
shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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10.9 |
In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
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10.10 |
IThis Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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[Signature Page to Follow]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above.
BV FINANCIAL, INC.
_____________________________
Name: ________________________
Title: _________________________
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the BV Financial, Inc.
2024 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the BV Financial, Inc. 2024 Equity Incentive Plan.
PARTICIPANT
_____________________________
Name: ________________________
Signature Page to Restricted Stock Award Agreement
4
EXHIBIT 10.5
FORM OF
INCENTIVE STOCK OPTION AWARD AGREEMENT
Granted by
BV FINANCIAL, INC.
under the
BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN
This Incentive Stock Option Award Agreement (“Option” or “Agreement”) is and
will be subject in every respect to the provisions of the BV Financial, Inc. 2024 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part of this
Agreement, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts the Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee
appointed to administer the Plan (the “Committee”) or the Board of Directors of BV Financial, Inc. will be final, binding and conclusive upon the Participant and the Participant’s heirs,
legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” means BV Financial, Inc., including its present and future
subsidiaries as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (“Code”). Capitalized terms used herein but not defined will have the
same meaning as in the Plan.
1.
|
Name of Participant:_______________________
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1.
|
Date of Grant:_______________________
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3.
|
Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:_____
|
(subject to adjustment pursuant to Section 9 hereof).
•
|
This Award is intended to be an Incentive Stock Option. The Option will be an Incentive Stock Option to the maximum extent permitted under Code
Section 422(d), which means that up to $100,000 of Options that vest in any one calendar year will be Incentive Stock Options (based on the Exercise Price of the Option).
|
•
|
Please note that for purposes of determining the maximum number of Options that can vest in any one calendar year as Incentive Stock Options, the Options granted to you pursuant to this Agreement that vest in
a calendar year will be aggregated with any earlier Option grant you received that vest in the same calendar year. If you vest in the maximum number of Incentive Stock Options in which you are permitted to vest for a calendar year under a
prior stock option agreement, any Options that you receive under this Agreement that vest in the same calendar year will be considered Non-Qualified Options.
|
4.
|
Exercise price per share:__________________
(subject to adjustment pursuant to Section 9 hereof)
|
5. |
Expiration Date of Option: _________, 20 . Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on or after the expiration
date.
|
6. |
Vesting Schedule. Unless sooner vested in accordance with the terms of the Plan and this Agreement, the Option granted
hereunder will vest (i.e., become exercisable) in accordance with the following schedule:
|
Vesting Date Number of Options Exercisable
7. |
Exercise Procedure and Delivery of Notice of Exercise of Option. This Option may be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A or as otherwise acceptable to the Company) setting forth the number of shares with respect to which this Option is to
be exercised, together with payment by cash or other means acceptable to the Committee and in accordance with the Plan.
|
8. |
Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act of 1933, as amended) and the
applicable requirements of any securities exchange or similar entity.
|
9. |
Adjustment Provisions. This Option, including the number of shares subject to the Option and the Exercise Price, will be adjusted upon the occurrence of the events specified in, and in accordance
with the provisions of Section 3.4 of the Plan.
|
10. |
Accelerated Vesting and Exercisability Period.
Notwithstanding the vesting schedule set forth in Section 6 of this Agreement, the vesting and exercisability of this Option upon a Termination of Service in certain events will be as follows:
|
|
10.1 |
Death. In the event of the Participant’s Termination of Service by reason of death, any unvested portion of this Option will vest, and any unexercised portion of the Option may thereafter be
exercised by the Participant’s legal representative or beneficiaries for the remaining unexpired term of the Option.
|
|
10.2 |
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any unvested portion of this Option will vest and any unexercised portion of the
Option may thereafter be exercised by the Participant or the Participant’s legal representative for the remaining unexpired term of the Option.
|
|
10.3 |
Termination of Service at or Following Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested portion of the Option
will vest and any unexercised portion of the Option may be exercised by the Participant or the Participant’s legal representative for the remaining unexpired term of the Option.
|
|
10.4 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options subject to this Agreement that have not been exercised
will immediately expire and be forfeited.
|
|
10.5 |
Other Termination. In the event of the Participant’s Termination from Service for any reason other than due to death, Disability, Involuntary Termination at
or following a Change in Control, or for Cause, this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and may be exercised for the remaining unexpired term of the Option.
|
11. |
Incentive Stock Option Treatment. The Incentive Stock Option granted hereunder is subject to the requirements of Code Section 421. No Option will be eligible for treatment as an Incentive Stock
Option in the event the Option is exercised more than three (3) months following Termination of Service (except in the case of Termination of Service due to Disability, in which case, one year). In order to obtain Incentive Stock Option
treatment for Options exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three (3) months of the Participant’s Termination of Service.
|
|
12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2 |
Except as otherwise provided for in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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|
12.3 |
Except as otherwise provided by the Committee, Incentive Stock Options under the Plan are not transferable except (i) as designated by the Participant by will or by the laws of descent and distribution; (ii) to a trust established by the
Participant; or (iii) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (iii), the Option will not qualify as an Incentive Stock Option as of
the day of the transfer.
|
|
12.4 |
Under current tax laws, an Option that is exercised as an Incentive Stock Option is not subject to tax withholding so long as it is held for the requisite holding period, which is two (2) years from the grant date of the Option and more
than one (1) year from the date of exercise.
|
|
12.5 |
This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.
|
|
12.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any of its subsidiaries.
|
|
12.7 |
This Option is subject to forfeiture and clawback in accordance with the provisions of Sections 7.17 and 7.20 of the Plan.
|
|
12.8 |
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares. The
Participant is hereby
|
|
|
advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
|
|
12.9 |
This Option is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock
hereunder if the suuance of such shares would constitute a violation of any such law, regulation or order or any provisions thereof.
|
|
12.10 |
In the event of a conflict between the terms of this Agreement and the Plan, the terms of Plan will control.
|
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12.11 |
This Agreement shall be binding upon any successor of the Company, in accordance with the terms of the Agreement and the Plan.
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[Signature Page to Follow]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.
BV FINANCIAL, INC.
_________________________________
Name: ____________________________
Title: _____________________________
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the BV Financial, Inc. 2024 Equity Incentive Plan. The
undersigned hereby acknowledges receipt of a copy of the BV Financial, Inc. 2024 Equity Incentive Plan and related prospectus.
PARTICIPANT
_________________________________
Name: ____________________________
Signature Page to Incentive Stock Option Award Agreement
EXHIBIT A
NOTICE OF EXERCISE OF OPTION
I, ______________________________, hereby exercise the stock option (the “Option”) granted to me by BV Financial, Inc. (the “Company”) or
its affiliate, subject to all the terms and provisions set forth in the Incentive Stock Option Award Agreement (the “Agreement”) and the BV Financial, Inc. 2024 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”)
for a purchase price of $________ per share.
I elect to pay the exercise price by:
|
___ |
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
|
___ |
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
|
___ |
My check in the sum of $_______ and stock of the Company with a fair market value of $______, in full/partial payment of the purchase price.*
|
|
___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
|
|
___ |
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
|
I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.
I hereby represent that it is my intention to acquire these shares for the following purpose:
___ investment
___ resale or distribution
Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the "Securities
Act"), the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act prior to your exercise of such Option.
Date: _______________, 20___ _________________________________________
Participant’s signature
* If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form,
I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to
the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the
difference between the shares I constructively exchange and the total new option shares that I acquire.
6
EXHIBIT 10.6
FORM OF
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Granted by
BV FINANCIAL, INC.
under the
BV FINANCIAL, INC. 2024 EQUITY INCENTIVE PLAN
This Non-Qualified Stock Option Award Agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the BV Financial, Inc. 2024 Equity Incentive Plan (the “Plan”), which are incorporated
herein by reference and made a part of this Agreement, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a stock option pursuant to the Plan. The holder of this Option
(the “Participant”) hereby accepts the Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and
this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors of BV Financial, Inc. will be final, binding and conclusive upon the Participant
and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” means BV Financial, Inc., including its
present and future subsidiaries as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (“Code”). Capitalized terms used herein but not
defined will have the same meaning as in the Plan.
1. |
Name of Participant:_____________________________________
|
2. |
Date of Grant:_____________________________________
|
3.
|
Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option._______
|
(subject to adjustment pursuant to Section 9 hereof).
•
|
This is a Non-Qualified Option.
|
4. |
Exercise price per share: $_____________________________________
(subject to adjustment pursuant to Section 9 hereof)
|
5. |
Expiration Date of Option: _________, 20 . Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on or after the expiration
date.
|
6. |
Vesting Schedule. Unless sooner vested in accordance with the terms of the Plan and this Agreement, the Option granted hereunder will vest (i.e., become
exercisable) in accordance with the following schedule:
|
Vesting Date Number of Options Exercisable
7. |
Exercise Procedure and Delivery of Notice of Exercise of Option. This Option may be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A or as otherwise acceptable to the Company) setting forth the number of shares with respect to which this Option is to
be exercised, together with payment by cash or other means acceptable to the Committee and in accordance with the Plan.
|
8. |
Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act of 1933, as amended) and the
applicable requirements of any securities exchange or similar entity.
|
9. |
Adjustment Provisions. This Option, including the number of shares subject to the Option and the Exercise Price, will be adjusted upon the occurrence of the events specified in, and in accordance
with the provisions of, Section 3.4 of the Plan.
|
10. |
Accelerated Vesting and Exercisability Period.
Notwithstanding the vesting schedule set forth in Section 6 of this Agreement, the vesting and exercisability of this Option upon a Termination of Service in certain events will be as follows:
|
|
10.1 |
Death. In the event of the Participant’s Termination of Service by reason of death, any unvested portion of this Option will vest, and any unexercised portion of the Option may thereafter be
exercised by the Participant’s legal representative or beneficiaries for the remaining unexpired term of the Option.
|
|
10.2 |
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any unvested portion of this Option will vest and any unexercised portion of the
Option may thereafter be exercised by the Participant or the Participant’s legal representative for the remaining unexpired term of the Option.
|
|
10.3 |
Termination of Service at or Following a Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested portion of the
Option will vest and any unexercised portion of the Option may be exercised by the Participant or the Participant’s legal representative for the remaining unexpired term of the Option.
|
|
10.4 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options subject to this Agreement that have not been exercised
will immediately expire and be forfeited.
|
|
10.5 |
Other Termination. In the event of the Participant’s Termination from Service for any reason other than due to death, Disability, Involuntary Termination at
or following a Change in Control, or for Cause, this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and may be exercised for the remaining unexpired term of the Option.
|
|
11.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
|
|
11.2 |
Except as otherwise provided for in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
|
|
11.3 |
At the discretion of the Committee, a Non-Qualified Option granted under the Plan may be transferable by the Participant, provided, however, that transfers will be limited to Immediate Family Members of Participants, trusts and
partnerships established for the primary benefit of Immediate Family Members or to charitable organizations, and provided further, that the transfers are not made for consideration to the Participant.
|
|
11.4 |
This Option will be subject to any required federal, state and local tax withholding, which may be effected in the manner or manners permitted by the Company. The Company is not providing any tax, legal or financial advice, nor is the
Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares. The Participant is hereby advised to consult with his or her own personal tax, legal
and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
|
|
11.5 |
This Agreement will be governed by and construed in accordance with the laws of the State of Maryland.
|
|
11.6 |
Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the employment or service of the Participant at any time, nor confer upon the Participant any right to continue in the
employ or service of the Company or any Affiliate.
|
|
11.7 |
This Option is subject to forfeiture in accordance with the provisions of Sections 7.17 and 7.20 of the Plan and clawback.
|
|
11.8 |
This Option is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock
hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
|
|
11.9 |
In the event of a conflict between the terms of this Agreement and the Plan, the terms of Plan will control.
|
|
11.10 |
This Agreement shall be binding upon any successor of the Company, in accordance with the terms of the Agreement and the Plan.
|
[Signature Page to Follow]
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its name and on its behalf as of the date of grant of this Option set forth above.
BV FINANCIAL, INC.
_________________________________________
Name: ____________________________________
Title: _____________________________________
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions hereof, including the terms and provisions of the BV
Financial, Inc. 2024 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the BV Financial, Inc. 2024 Equity Incentive Plan and related prospectus.
PARTICIPANT
_________________________________________
Name: ____________________________________
Signature Page to Non-Qualified Stock Option Award Agreement
EXHIBIT A
NOTICE OF EXERCISE OF OPTION
I, ______________________________, hereby exercise the stock option (the “Option”) granted to me by BV Financial, Inc. (the “Company”) or its affiliate, subject to all the terms and provisions set forth in the Non-Qualified Stock Option Award Agreement (the “Agreement”)
and the BV Financial, Inc. 2024 Equity Incentive Plan (the “Plan”) referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company (“Common Stock”) for a purchase price of $______ per share.
I elect to pay the exercise price by:
|
___ |
Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
|
|
___ |
Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
|
|
___ |
My check in the sum of $_______ and stock of the Company with a fair market value of $______, in full/partial payment of the purchase price.*
|
|
___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
|
|
___ |
Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
|
I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan.
I hereby represent that it is my intention to acquire these shares for the following purpose:
___ investment
___ resale or distribution
Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933, as amended (the "Securities
Act"), the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option.
Date: _______________, 20___ _________________________________________
Participant’s signature
* If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form,
I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to
the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the
difference between the shares I constructively exchange and the total new option shares that I acquire.
5
EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of BV Financial, Inc. of our report dated March 22, 2024, with respect to the consolidated financial statements of BV Financial,
Inc. included in this Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ Forvis Mazars, LLP
Tysons, Virginia
September 6, 2024
EXHIBIT 107
Calculation of Filing Fee Tables
Form S-8
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type
|
Security Class Title
|
Fee Calculation Rule
|
Amount to be Registered(1)
|
Proposed Maximum Aggregate Offering Price Per Share
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Equity
|
Common stock, $0.01 par value per share
|
457(c) and 457(h)
|
1,639,963
|
$14.31(2)
|
$23,467,870.53
|
0.0001476
|
$3,463.86
|
Equity
|
Common stock, $0.01 par value per share
|
457(h)(1)
|
55,648(3)
|
$5.65
|
$314,411.20
|
0.0001476
|
$46.41
|
Total Offering Amounts
|
|
$23,782,251.73
|
|
$3,510.27
|
Total Fee Offsets
|
|
|
|
$0.00
|
Net Fee Due
|
|
|
|
$3,510.27
|
___________________________________________
(1)
|
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the BV Financial, Inc. 2024 Equity Incentive Plan, the BV
Financial, Inc. 2021 Equity Incentive Plan and the 2017 Stock Option Plan.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act, based on the average of the high and low prices of the Company’s common
stock as reported on the Nasdaq Global Select Market on September 3, 2024.
|
(3)
|
Represents the number of shares of common stock currently reserved for issuance for options that were granted on December 31, 2017, but have not been exercised by the recipient pursuant to the 2017 Stock
Option Plan.
|
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