August 31, 2018

On August 29, 2018, BayVanguard Bank and its parent company BV Financial, Inc., each of Baltimore, Maryland, entered into a merger agreement with Kopernik Bank, Baltimore, Maryland, pursuant to which Kopernik Bank will merge with and into BayVanguard Bank. The merger is expected to increase BV Financial, Inc.’s consolidated assets from approximately $167.2 million at June 30, 2018 to $326.1 million. As part of the merger transaction, BV Financial, Inc. will issue additional shares of its common stock to Bay-Vanguard, M.H.C., BayVanguard’s mutual holding company parent, in an amount equal to the fair value of Kopernik as determined by an independent appraisal.

Luse Gorman served as legal counsel to BV Financial, Inc. and BayVanguard Bank in the transaction. The Luse Gorman team included Scott Brown and Megan McKinney (Corporate/M&A) and Thomas P. Hutton (Executive Compensation). This represents the 16th announced bank or thrift merger transaction since January 1, 2018 in which Luse Gorman has served as legal counsel.

Bay-Vanguard, M.H.C. is the mutual holding company parent of BV Financial, Inc., a mid-tier savings and loan holding company. BV Financial, Inc. is the parent company of BayVanguard Bank, a Maryland-chartered savings bank. BayVanguard Bank is headquartered in Baltimore, Maryland with four full-service offices in the Baltimore metropolitan area.

Kopernik Bank is a Maryland-chartered mutual savings bank headquartered in Baltimore, Maryland with three full-service offices in Baltimore, Maryland.