What the changes say
- BV Financial added risks covering technology costs, stock volatility, and anti-takeover provisions following its second-step conversion.
- Macroeconomic updates reflect moderating inflation and new supply chain disruptions tied to federal subsidies.
What changed since the prior 10-K
New
- NewRisks Related to Operational Matters
The failure to maintain current technologies, and the costs to update technology, could negatively impact the Corporation's business and financial results
Failure to keep pace with technological changes or the cost to update systems could negatively impact business operations.
- NewRisks Related to Our Common Stock
Our stock price can be volatile
Stock price volatility can occur due to market performance, tariffs, financial results, and industry sentiment.
- NewRisks Related to Our Common Stock
While the Corporation's common stock is traded on the NASDAQ Stock Market, the trading volume has historically been less than that of larger financial services companies. Stock price volatility may make it more difficult for investors to sell their common stock when they want and at prices they find attractive
Low trading volume in common stock may make it difficult for investors to sell shares at attractive prices.
- NewRisks Related to Our Common Stock
Anti-takeover provisions could negatively impact our shareholders
Second-step conversion regulations and articles of incorporation prohibit acquiring over 10% of stock without Federal Reserve approval.
Dropped
- DroppedRisks Related to Laws and Regulations
will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the capital conservation buffer amount
- DroppedRisks Related to Acquisitions and Growth
Our loan portfolio has grown through acquisition, and therefore may not have been underwritten to meet our credit standards
Reworded
- 58% rewrittenRisks Related to Laws and Regulations
We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares
Added explicit mention that failure to meet the 2.5% capital conservation buffer triggers dividend and share repurchase limitations.
- 45% rewrittenRisks Related to Our Funding
A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on the Company
No substantive textual changes were made to the core deposit liquidity risk description.
- 41% rewrittenRisks Related to Economic Conditions
Inflation can have an adverse impact on our business and on our customers
Updated to note that inflation moderated in late 2024 and early 2025 but still exceeds the Federal Reserve's 2.0% target, while customer loan repayment risk was removed.
- 41% rewrittenRisks Related to Market Interest Rates
Changes in interest rates could reduce our profits and asset values
Replaced asset sensitivity disclosures with details on fixed contractual periods and shorter liability maturities creating earnings volatility.
- 35% rewrittenRisks Related to Economic Conditions
Interruption of our customers' supply chains could negatively impact their business and operations and impact their ability to repay their loans
Expanded customer supply chain disruption risks to include restrictions in federal subsidies or grants.
- 34% rewrittenRisks Related to Acquisitions and Growth
We are a community bank and our ability to maintain our reputation, which is critical to the success of our business, may materially adversely affect our performance
No substantive textual changes were made to the community bank reputation risk description.
- 29% rewrittenRisks Related to Our Funding
Our inability to generate core deposits may cause us to rely more heavily on wholesale funding strategies for funding and liquidity needs, which could have an adverse effect on our net interest margin and profitability
No substantive textual changes were made to the core deposit reliance risk description.
- 27% rewrittenRisks Related to Economic Conditions
A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings
Added tariffs to the list of economic decline catalysts and expanded impacts on classified asset levels and loan collateral.
- 25% rewrittenRisks Related to Our Lending Activities
Our emphasis on commercial real estate lending involves credit risks that could adversly affect our financial condition and results of operations
- 21% rewrittenRisks Related to Economic Conditions
We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations
All 37 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Lending Activities
- 01Our emphasis on commercial real estate lending involves credit risks that could adversly affect our financial condition and results of operations25% rewritten
- 02Our historical emphasis on residential mortgage loans exposes us to lending risks
- 03Our non-owner occupied commercial real estate loans and one- to four-family residential real estate loans may expose us to increased credit risk
- 04The geographic concentration of our loan portfolio and lending activities makes us vulnerable to a downturn in our local market areas
- 05If our allowance for credit losses is not sufficient to cover actual credit losses, our earnings could decrease
Risks Related to Market Interest Rates
- 06Changes in interest rates could reduce our profits and asset values41% rewritten
Risks Related to Economic Conditions
- 07A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings27% rewritten
- 08the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us
- 09We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations21% rewritten
- 10Inflation can have an adverse impact on our business and on our customers41% rewritten
- 11Changes to trade policies and tariffs can have an adverse impact on our business and our customers
- 12Interruption of our customers' supply chains could negatively impact their business and operations and impact their ability to repay their loans35% rewritten
Risks Related to Our Funding
- 13Our inability to generate core deposits may cause us to rely more heavily on wholesale funding strategies for funding and liquidity needs, which could have an adverse effect on our net interest margin and profitability29% rewritten
- 14A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on the Company45% rewritten
Risks Related to Laws and Regulations
- 15Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations
- 16Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions
- 17The fiscal, monetary and regulatory policies of the federal government and its agencies could adversely affect our business, financial condition and results of operations
- 18We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares58% rewritten
- 19We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors
- 20We are a smaller reporting company and, even if we no longer qualify as an emerging growth company, any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors
Risks Related to our Business Strategy
- 21Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues
- 22We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services
Risks Related to Competitive Matters
- 23Strong competition within our market area may limit our growth and profitability
Risks Related to Operational Matters
- 24We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches
- 25The failure to maintain current technologies, and the costs to update technology, could negatively impact the Corporation's business and financial resultsNew
- 26While our Board of Directors takes an active role in cybersecurity risk tolerance, we rely to a large degree on management and outside consultants in overseeing cybersecurity risk management
- 27While our Board of Directors, through the Enterprise Risk Management Committee, monitors our risk exposure, we outsource critical operations to third-party service providers. Systems failures, interruptions and cybersecurity breaches could have a material adverse effect on us
Risks Related to Accounting Matters
- 28Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results
- 29Changes in accounting standards could affect reported earnings
Risks Related to Acquisitions and Growth
- 30Acquisitions may disrupt our business and dilute stockholder value
- 31We continually evaluate merger and acquisition opportunities. We would seek acquisition partners that offer us either significant market presence or the potential to expand our market footprint and improve profitability through economies of scale or expanded services
- 32We must successfully integrate the operations and retain the customers of our acquired institutions
- 33We are a community bank and our ability to maintain our reputation, which is critical to the success of our business, may materially adversely affect our performance34% rewritten
- 34Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers
Risks Related to Our Common Stock
- 35Our stock price can be volatileNew
- 36While the Corporation's common stock is traded on the NASDAQ Stock Market, the trading volume has historically been less than that of larger financial services companies. Stock price volatility may make it more difficult for investors to sell their common stock when they want and at prices they find attractiveNew
- 37Anti-takeover provisions could negatively impact our shareholdersNew
Other B.V. Financial 10-Ks
- FY2024 10-K risk factors35 risks
BV Financial faces high concentration risks in commercial real estate loans and geographic markets across Maryland. The bank depends heavily on technology systems, third-party service providers, and key management personnel. Regulatory compliance costs and capital requirements impose strict operational limits.
Filed Mar 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.