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Form 8-K

sec.gov

8-K — BV Financial, Inc.

Accession: 0001193125-26-177364

Filed: 2026-04-24

Period: 2026-04-24

CIK: 0001302387

SIC: 6035 (SAVINGS INSTITUTION, FEDERALLY CHARTERED)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bvfl-20260424.htm (Primary)

EX-99.1 (bvfl-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bvfl-20260424.htm · Sequence: 1

8-K

false000130238700013023872026-04-242026-04-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2026

BV FINANCIAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-36094

14-1920944

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

7114 North Point Blvd.

Baltimore, Maryland

21219

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 410 477-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BVFL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 24, 2026, BV Financial, Inc. (the “Company”), the holding company for BayVanguard Bank, issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the Company's press release is attached as Exhibit 99.1 and is furnished herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release dated April 24, 2026

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BV FINANCIAL, INC.

Date:

April 24, 2026

By:

/s/ Michael J. Dee

Chief Financial Officer

EX-99.1

EX-99.1

Filename: bvfl-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Contact:

Michael J. Dee

Chief Financial Officer

(410) 477- 5000

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Baltimore, Maryland, April 24, 2026– BV Financial, Inc. (NASDAQ: BVFL), (the “Company”) the holding company for BayVanguard Bank (the “Bank”), reported net income of $1.1 million or $0.13 per diluted share for the quarter ended March 31, 2026 compared to net income of $2.1 million or $0.21 per diluted share for the quarter ended March 31, 2025.

Adjusted net income, a non-GAAP financial metric, was $3.3 million for the quarter ended March 31, 2026 compared to $2.9 million for the quarter ended March 31, 2025. For a reconciliation of net income as reported and non-GAAP adjusted net income, see the table below.

Financial Highlights

•

As previously disclosed in a Form 8-K file with the Securities and Exchange Commission, former Co-President & CEO David Flair resigned in January. In connection with his resignation, he received a payment of $2.2 million in the quarter ended March 31, 2026.

•

The Company generated strong net interest margins and net interest spread of 4.36% and 3.68%, respectively in the quarter ended March 31, 2026 compared to 4.12% and 3.37% in the quarter ended March 31, 2025.

•

Share repurchases of 102,076 shares of common stock at a weighted average price of $18.72 were executed in the quarter ended March 31, 2026.

•

Return on average assets and return on average equity for the quarter ended March 31, 2026 were 0.48% and 2.38%, respectively. Return on average assets and return on average equity for the three months ended March 31, 2025 were 0.92% and 4.28%, respectively.

•

Loans decreased $19.3 million, or -2.56% to $735.6 million at March 31, 2026 compared to $754.9 million at December 31, 2025.

•

Deposits decreased $2.6 million, or -0.38%, to $673.5 million at March 31, 2026 from $676.1 million at December 31, 2025.

Financial Condition

Total Assets. Total assets were $910.9 million at March 31, 2025, a decrease of $1.4 million, or 0.2%, from $912.2 million at December 31, 2025. The decrease was due primarily to the decrease of $19.3 million in loans, partially offset by an increase of $18.9 million in cash and cash equivalents.

Cash and Cash Equivalents. Cash and cash equivalents increased $18.9 million, or 33.9%, to $74.6 million at March 31, 2026 from $55.7 million at December 31, 2025. The increase in cash was primarily a result of the pay-downs in loans.



Net Loans Receivable. Loans receivable decreased $19.3 million, or 2.6%, to $735.6 million at March 31, 2026 from $754.9 million at December 31, 2025. Real estate loans decreased $11.3 million while consumer and commercial loans decreased $8.0 million.

Securities. Securities available for sale decreased by $336,000, or 1.0%, from December 31, 2025 as paydowns and maturities were not fully replaced with new purchases. The held-to-maturity portfolio experienced a slight decrease due to paydowns.



Total Liabilities. Total liabilities decreased $1.2 million, or 0.16%, to $727.2 million at March 31, 2026 from $728.4 million at December 31, 2025. The decrease was due primarily to the decrease in deposits offset by an increase in other liabilities.

Deposits. Total deposits decreased $2.6 million, or 0.38% to $673.5 million at March 31, 2026 from $676.1 million at December 31, 2025. Interest-bearing deposits decreased $3.5 million, or 0.7%, to $534.2 million at March 31, 2026 from $537.7 million at December 31, 2025. Noninterest bearing deposits increased $1.0 million, or 0.7%, to $139.3 million at March 31, 2026 from $138.4 million at December 31, 2025.



Federal Home Loan Bank Borrowings. The Company had $35 million in Federal Home Loan Bank borrowings at March 31, 2026 and December 31, 2025.

Stockholders’ Equity. Stockholders’ equity decreased $167,000, or 0.1%, to $183.6 million at March 31, 2026 from $183.8 million at December 31, 2025 a due to $2.0 million in stock repurchases offset by net income, and the impact of equity compensation plans.



Asset Quality. Non-performing loans at March 31, 2026 totaled $2.6 million, compared to $2.3 million at December 31, 2025. The Company had no foreclosed real estate at either period. At March 31, 2026, the allowance for credit losses on loans was $6.4 million, which represented 0.87% of total loans and 282.9% of non-performing loans compared to $6.4 million at December 31, 2025, which represented 0.85% of total loans and 284.72% of non-performing loans.

Comparison of Operating Results for the Three Months Ended March 31, 2026 and 2025

Net Income. Net income was $1.1 million, or $0.13 per diluted share, for the quarter ended March 31, 2026 compared to net income of $2.1 million or $0.21 per diluted share, for the quarter ended March 31, 2025. The decrease was primarily due to the previously-noted executive payout, offset by higher net interest income.

Net Interest Income. Net interest income was $9.1 million for the three months ended March 31, 2026 compared to $8.6 million for the three months ended March 31, 2025. The net interest margin for the three months ended March 31, 2026 was 4.36% compared to 4.12% for the three months

ended March 31, 2025. The increase in net interest income was due primarily to the Bank's utilization of lower cost Federal Home Loan Bank borrowings to replace the $35.0 million in subordinated debt that was paid off in December 2025 and higher rates earned on the loan portfolio, offset by lower yields on other interest-earning assets.

Provision for Credit Losses. The Company recorded a recovery of credit losses of $11,000 for the three months ended March 31, 2026 compared to a provision of $297,000 for the three months ended March 31, 2025.

Noninterest Income. For the three months ended March 31, 2026, noninterest income totaled approximately $528,000 compared to $530,000 for the quarter ended March 31, 2025.



Noninterest Expense. For the three months ended March 31, 2026, noninterest expense totaled $7.6 million compared to $6.2 million for the three months ended March 31, 2025. Compensation and benefits expenses increased $1.3 million, or 27.8% primarily due to the executive payout noted above and regular merit salary increases somewhat offset by lower equity compensation costs of $0.5 million. Other expenses increased $141,000 or 39.6%.

Income taxes. For the three months ended March 31, 2026, income tax expense was $961,000 for an effective tax rate of 46.8%. In the quarter ended March 31, 2025, income tax expense was $599,000 for an effective tax rate of 22.2%. The increase in the effective tax rate is primarily attributable to the non-deductible portion of the executive transition payment.

Forward-Looking Statements

This press release may contain certain forward-looking statements that are based on management’s current expectations regarding economic, legislative and regulatory issues that may impact the Company’s earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, increased competitive pressures, the effects of inflation, potential recessionary conditions, general economic conditions or conditions within the securities markets, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve Board, the impact of the imposition of tariffs and any retaliatory responses, changes in the quality, size and composition of our loan and securities portfolios, changes in liquidity, including the size and composition of our deposit portfolio, including the percentage of uninsured deposits in the portfolio, changes in demand for our products and services, accounting and tax changes, deposit flows, real estate values and competition, changes in accounting principles, policies or guidelines, changes in legislation or regulation and other economic, competitive, governmental, regulatory and technological factors affecting the Company’s operations, pricing, products and services, the current or anticipated impact of military conflict, terrorism or other geopolitical events, a potential government shutdown, a failure in or breach of our operational or security systems or infrastructure, including cyberattacks that could adversely affect the Company’s financial condition and results of operations and the business in which the Company and the Bank are engaged and the failure to maintain current technologies, the failure to retain or attract employees.

BV Financial, Inc.

BV Financial, Inc. is the parent company of BayVanguard Bank. BayVanguard Bank is headquartered in Baltimore, Maryland with twelve branches in the Baltimore metropolitan area and the eastern shore of Maryland. The Bank is a full-service community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses.

BV FINANCIAL, INC.

Consolidated Financial Ratios

At or For the Three Months

Ended March 31,

2026

2025

Performance Ratios(1):

Return on average assets

0.48

%

0.92

%

Return on average equity

2.38

%

4.28

%

Interest rate spread(2)

3.67

%

3.37

%

Net interest margin(3)

4.36

%

4.12

%

Yields on earning assets

5.79

%

5.66

%

Cost of interest-bearing liabilities

2.11

%

2.29

%

Cost of deposits

1.59

%

1.61

%

Yield on loans

6.11

%

5.89

%

Non-interest expense to average assets

3.33

%

2.70

%

Efficiency ratio(4)

78.82

%

67.36

%

Average interest-earning assets to average interest-bearing liabilities

148.43

%

148.50

%

Average equity to average assets

20.08

%

21.40

%

Credit Quality Ratios:

Allowance for credit losses as a percentage of total loans

0.87

%

1.18

%

Allowance for credit losses as a percentage of non-performing loans

282.88

%

183.87

%

Net charge-offs to average outstanding loans during the year

-

-

Non-performing loans as a percentage of total loans

0.36

%

0.64

%

Non-performing loans as a percentage of total assets

0.29

%

0.52

%

Total non-performing assets as a percentage of total assets

0.29

%

0.53

%

Per Share Data

Earnings per common share, basic

$

0.13

$

0.21

Earnings per common share, diluted

$

0.13

$

0.21

Book value per common share

$

20.99

$

18.70

Tangible book value per common share(5)

$

19.27

$

17.26

Weighted average shares outstanding

8,156,732

9,900,938

(1) Performance ratios are annualized.

(2) Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3) Represents net interest income as a percentage of average interest-earning assets.

(4) Represents non-interest expenses divided by the sum of net interest income and non-interest income.

(5) Represents total equity less goodwill less other intangible assets divided by common shares outstanding. See non-GAAP reconciliation table.

BV FINANCIAL, INC.

Consolidated Balance Sheets

March 31, 2026

December 31, 2025

(dollars in thousands, except share amounts)

(unaudited)

derived from audited financial statements

Assets

Cash

$

6,908

$

5,616

Interest-bearing deposits in other banks

67,669

50,089

Cash and cash equivalents

74,577

55,705

Equity Investment

406

404

Securities available for sale

32,890

33,226

Securities held to maturity (fair value of $5,047 and $5,102, ACL of $1 and $2)

5,691

5,736

Loans held for maturity

735,608

754,921

Allowance for Credit Losses

(6,399

)

(6,437

)

Net Loans

729,209

748,484

Premises and equipment, net

12,307

12,493

Federal Home Loan Bank of Atlanta stock, at cost

2,324

2,324

Investment in life insurance

20,526

20,441

Accrued interest receivable

2,990

3,149

Goodwill

14,420

14,420

Intangible assets, net

606

651

Deferred tax assets, net

7,404

7,563

Other assets

7,507

7,617

Total assets

$

910,857

$

912,213

Liabilities and Stockholders' Equity

Liabilities

Noninterest-bearing deposits

$

139,318

$

138,360

Interest-bearing deposits

534,195

537,734

Total deposits

673,513

676,094

FHLB borrowings

35,000

35,000

Other liabilities

18,707

17,315

Total liabilities

727,220

728,409

Stockholders' equity

Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued or outstanding

—

—

Common stock, $0.01 par value; 45,000,000 shares authorized in 2026 and 2025; 8,750,737 shares issued and outstanding as of March 31, 2026; 8,852,813 shares issued and outstanding as of December 31, 2025

87

88

Paid-in capital

67,564

68,834

Unearned common stock held by employee stock ownership plan

(6,929

)

(6,978

)

Retained earnings

124,081

122,990

Accumulated other comprehensive loss

(1,166

)

(1,130

)

Total stockholders' equity

183,637

183,804

Total liabilities and stockholders' equity

$

910,857

$

912,213

BV FINANCIAL, INC.

Consolidated Statements of Income

(unaudited)

(dollars in thousands, except per share amounts)

Three Months Ended March 31,

Interest Income

2026

2025

Loans, including fees

$

11,143

$

10,741

Investment securities available for sale

289

350

Investment securities held to maturity

45

47

Other interest income

605

743

Total interest income

12,082

11,881

Interest Expense

Interest on deposits

2,652

2,601

Interest on FHLB borrowings

319

171

Interest on Subordinated debentures

—

466

Total interest expense

2,971

3,238

Net interest income

9,111

8,643

(Recovery of) provision for credit losses

(11

)

297

Net interest income after provision for (recovery of) credit losses

9,122

8,346

Noninterest Income

Service fees on deposits

109

103

Fees from debit cards

164

164

Income from investment in life insurance

86

87

Other income

169

176

Total noninterest income

528

530

Noninterest Expense

Compensation and related benefits

5,780

4,524

Occupancy

456

444

Data processing

399

397

Advertising

15

6

Professional fees

237

231

Equipment

89

91

Foreclosed real estate and repossessed assets holding costs

(5

)

3

Amortization of intangible assets

45

45

FDIC insurance premiums

85

81

Other expense

497

356

Total noninterest expense

7,598

6,178

Net income before tax

2,052

2,698

Income tax expense

961

599

Net income

$

1,091

$

2,099

Basic earnings per share

$

0.13

$

0.21

Diluted earnings per share

$

0.13

$

0.21

BV FINANCIAL, INC.

Average Balance Sheet for the Quarters ended March 31,

(Dollars in thousands, unaudited )

For the Three Months Ended March 31,

2026

2025

(dollars in thousands)

Average Outstanding Balance

Interest

Average Yield/Rate

Average Outstanding Balance

Interest

Average Yield/Rate

(Unaudited)

Interest-earning assets:

Loans

$

739,885

$

11,143

6.11

%

$

739,666

$

10,741

5.89

%

Securities available-for-sale

33,538

289

3.49

%

36,884

350

3.85

%

Securities held-to-maturity

8,040

45

2.27

%

7,323

47

2.60

%

Cash, cash equivalents and other interest-earning assets

65,221

605

3.79

%

66,832

743

4.51

%

Total interest-earning assets

846,684

12,082

5.79

%

850,705

11,881

5.66

%

Noninterest-earning assets

65,375

65,008

Total assets

$

912,059

$

915,713

Interest-bearing liabilities:

Interest-bearing demand deposits

$

75,739

167

0.89

%

$

80,149

171

0.87

%

Savings deposits

115,833

147

0.51

%

122,458

99

0.33

%

Money market deposits

124,717

684

2.22

%

124,962

764

2.48

%

Certificates of deposit

219,142

1,654

3.06

%

195,379

1,567

3.52

%

Total interest-bearing deposits

535,431

2,652

2.01

%

522,948

2,601

2.02

%

Federal Home Loan Bank advances

35,000

319

3.70

%

15,000

171

4.62

%

Subordinated debentures

—

—

—

34,905

466

5.41

%

Total borrowings

35,000

319

3.70

%

49,905

637

5.18

%

Total interest-bearing

liabilities

570,431

2,971

2.11

%

572,853

3,238

2.29

%

Noninterest-bearing demand deposits

139,808

131,981

Other noninterest-bearing liabilities

18,645

14,941

Total liabilities

728,884

719,775

Equity

183,175

195,938

Total liabilities and equity

$

912,059

$

915,713

Net interest income

$

9,111

$

8,643

Net interest rate spread

3.68

%

3.37

%

Net interest-earning assets

$

276,253

$

277,852

Net interest margin

4.36

%

4.12

%

Average interest-earning assets to interest-bearing liabilities

148.43

%

148.50

%

ALLOWANCE FOR CREDIT LOSS - LOANS

(Dollars in thousands, unaudited)

QTR

QTR

3/31/2026

3/31/2025

Beginning Balance

$

6,437

$

8,522

Provision for (recovery of) credit loss -loans

(56

)

351

Net Charge-offs (recoveries):

Owner Occupied 1-4

(1

)

(3

)

Non-Owner Occupied 1-4

(19

)

(16

)

Investor Commercial Real Estate

—

—

OO Commercial Real Estate

—

—

Construction & Land

—

(1

)

Farm Loans

—

—

Marine & Consumer

2

5

Guaranteed by the US Gov't

—

—

Commercial

—

—

Net charge-offs (recoveries)

(18

)

(15

)

Ending Balance- ACL for Loans

$

6,399

$

8,888

Balance Reserve for unfunded loan commitments

140

299

Balance Reserve for HTM Securities

1

3

Total ACL

$

6,540

$

9,190

Provision expense for Unfunded Commitments

46

(53

)

Provision expense for HTM Securities

(1

)

(1

)

Total other provision expense

$

45

$

(54

)

Total (Recovery of) provision for credit losses

$

(11

)

$

297

RECONCILIATION TABLE (UNAUDITED)

NON-GAAP ADJUSTED NET INCOME

Non-GAAP Reconciliation

In addition to results presented in accordance with generally accepted accounting principles utilized in the Unites States ("GAAP"), this earnings release contains a non-GAAP financial measure, Non-GAAP adjusted net income. The Company believes this non-GAAP financial measure is useful for both investors and management to understand the effects of certain items and provide an alternative view of its performance over time. Non-GAAP measures have inherent limitations, are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for total stockholders' equity or operating results determined in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

Three Months ended March 31,

2026

2025

Net Income (GAAP)

$

1,091

$

2,099

2024 Equity Plan Expenses

601

1,155

Cost of executive transition

2,203

-

Tax impact

(576

)

(306

)

Non-GAAP Adusted Net Income

$

3,319

$

2,948

NON-GAAP TANGIBLE BOOK VALUE PER COMMON SHARE

Total Equity (GAAP)

$

183,637

$

198,073

Less Goodwill

14,420

14,420

Less other intangible assets

606

786

Tangible equity

$

168,611

$

182,867

Common shares outstanding

8,750,737

10,594,044

Tangible book value per share

$

19.27

$

17.26

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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