BVFLMEDIUM SIGNALMANAGEMENT10-K

BVFL completed its transition from a mutual holding company structure to a fully-public company while substantially increasing share repurchases and reducing debt.

The removal of language about the mutual holding company structure and conversion details indicates BVFL has fully transitioned to standard public company operations, simplifying its corporate structure for investors. The company appears to be actively returning capital to shareholders through meaningfully higher buybacks while strengthening its balance sheet through debt reduction.

Comparing 2026-03-27 vs 2025-03-27View on EDGAR →
FINANCIAL ANALYSIS

BVFL demonstrated solid financial performance with net income growing 15.1% to $13.5M and operating cash flow increasing 18.4% to $19.0M. The company substantially increased share repurchases to $30.0M while reducing total debt by nearly 30% to $35.0M, indicating strong cash generation and disciplined capital allocation. Cash levels declined modestly to $55.7M, likely reflecting the increased shareholder returns and debt paydown activities.

FINANCIAL STATEMENT CHANGES
Share Buybacks
Cash Flow
+69.6%
$17.7M$30.0M

Share repurchases increased 69.6% — management returning capital, signals confidence in intrinsic value.

Capital Expenditure
Cash Flow
-61.2%
$611K$237K

Capex reduced 61.2% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Total Debt
Balance Sheet
-29.8%
$49.9M$35.0M

Debt reduced 29.8% — deleveraging strengthens balance sheet and reduces financial risk.

Cash & Equivalents
Balance Sheet
-21%
$70.5M$55.7M

Cash decreased 21% — monitor burn rate and upcoming capital needs.

Operating Cash Flow
Cash Flow
+18.4%
$16.1M$19.0M

Operating cash flow grew 18.4% — strong conversion of earnings to cash, healthy business fundamentals.

Net Income
P&L
+15.1%
$11.7M$13.5M

Net income grew 15.1% — bottom-line growth signals improving overall business health.

LANGUAGE CHANGES
NEW — 2026-03-27
PRIOR — 2025-03-27
ADDED
These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.
(the "MHC") adopted a Plan of Conversion and Reorganization (the Plan ) pursuant to which the MHC reorganized from the two-tier mutual holding company structure to the fully-public stock holding company structure (the Conversion ).
At December 31, 2025, the Company had total assets of $912.2 million, loans of $754.9 million, deposits of $676.1 million, and stockholders equity of $183.8 million.
Market Area We conduct our operations from our main office, and 12 branch offices, all of which are located in the Baltimore metropolitan area (Baltimore City, Anne Arundel, Baltimore and Harford Counties, Maryland) and Dorchester and Talbot Counties, Maryland on the Eastern Shore of Maryland.
Our investment real estate group makes loans both inside and outside our market area.
At December 31, 2025 and 2024, we had no loans held for sale.
At December 31, 2025 2024 Amount Percent Amount Percent (dollars in thousands) Real Estate Loans: One to four family - owner occupied $ 163,964 21.72 % $ 141,867 19.23 % One to four family - non-owner occupied 94,511 12.52 % 99,824 13.53 % Commercial owner occupied 79,730 10.56 % 82,614 11.20 % Commercial investor 321,675 42.61 % 328,680 44.56 % Construction and land 36,441 4.83 % 30,578 4.14 % Farm Loans 7,231 0.96 % 11,329 1.54 % Marine and other consumer loans 14,914 1.98 % 16,772 2.27 % Guaranteed by the U.S.
Government 2,175 0.29 % 2,902 0.39 % Commercial 34,280 4.54 % 23,194 3.14 % Total loans receivable, gross 754,921 100.00 % 737,760 100.00 % Allowance for credit losses (6,437 ) (8,522 ) Total loans receivable, net $ 748,484 $ 729,238 3 Net deferred origination (fees) and costs for the year ended December 31, 2025 and 2024 were ($2.2) million and ($2.2) million, respectively.
Due After December 31, 2026 (dollars in thousands) Fixed Variable Total One to four family - owner occupied $ 121,635 $ 40,276 $ 161,911 One to four family - non-owner occupied 38,297 48,418 86,715 Commercial owner occupied real estate 29,724 42,466 72,190 Commercial investor real estate 195,470 103,375 298,845 Construction and land 3,316 13,448 16,764 Farm Loans 2,384 2,931 5,315 Marine and other consumer loans 14,325 414 14,739 Guaranteed by the U.S.
Government 2,117 2,117 Commercial 11,820 6,813 18,633 Total $ 419,088 $ 258,141 $ 677,229 Commercial Real Estate Lending .
REMOVED
Prior to consummation of its mutual to stock conversion in July 2023, BayVanguard, M.H.C., Inc.
(the MHC ) a Maryland-chartered mutual holding company, owned 86.3% of the outstanding common stock of the Company.
On January 19, 2023, the MHC adopted a Plan of Conversion and Reorganization (the Plan ) pursuant to which the MHC reorganized from the two-tier mutual holding company structure to the fully-public stock holding company structure (the Conversion ).
As part of the Conversion, the Company sold 9,798,980 shares of its common stock at a price of $10.00 per share.
Each outstanding share of Company common stock owned by the public stockholders of the Company were converted into new shares of Company common stock based on an exchange ratio of 1.5309-to-1.
The Company had 11,375,803 shares of Company common stock outstanding as a result of the Conversion.
At December 31, 2024, the Company had total assets of $911.8 million, loans of $737.8 million, deposits of $651.5 million, and stockholders equity of $195.5 million.
Market Area We conduct our operations from our main office, 13 branch offices and one standalone interactive teller machine ( ITM ), all of which are located in the Baltimore market (Baltimore City, Anne Arundel, Baltimore and Harford Counties, Maryland) and Dorchester and Talbot Counties, Maryland on the Eastern Shore of Maryland.
At December 31, 2024 and 2023, we had no loans held for sale.
3 At December 31, 2024 2023 Amount Percent Amount Percent (dollars in thousands) Real Estate Loans: One to four family - owner occupied $ 141,867 19.23 % $ 130,026 18.45 % One to four family - non-owner occupied 99,824 13.53 % 108,090 15.34 % Commercial owner occupied 82,614 11.20 % 102,512 14.54 % Commercial investor 328,680 44.56 % 287,194 40.75 % Construction and land 30,578 4.14 % 21,865 3.10 % Farm Loans 11,329 1.54 % 14,877 2.11 % Marine and other consumer loans 16,772 2.27 % 18,279 2.58 % Guaranteed by the U.S.
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