Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 11, 2023

FVCBankcorp, Inc.

(Exact name of registrant as specified in its charter)

Virginia			001-38647			47-5020283
(State or other jurisdiction of incorporation)			(Commission file number)			(IRS Employer Number)

11325 Random Hills Road

Fairfax, Virginia 22030

(Address of Principal Executive Offices) (Zip Code)

[phone]

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

¨			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)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered under Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

FVCB

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x

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. x

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Item 8.01    Other Events

The Company reviews its balance sheet and interest rate sensitivity on an ongoing basis as part of its asset/liability risk management process. The Company has taken action during the fourth quarter to re-position a portion of its balance sheet going into 2024, with associated improvements to its liquidity, net interest margin, and overall net income.

The Company restructured a portion of its investment portfolio by selling $61.4 million of book value available for sale securities with a weighted average book yield of 1.54%. This restructuring resulted in an after-tax loss of $8.5 million, which will be recorded during the fourth quarter of 2023. The projected earn-back period is less than three years. The Company expects to initially retain the net proceeds from the sale of these securities in its cash accounts at the Federal Reserve and subsequently use the proceeds to pay down high cost funding and fund new loan growth. This transaction was neutral to shareholders’ equity and tangible book value, as the loss recorded was already reflected in the Company’s accumulated other comprehensive loss. From an earnings perspective, the balance sheet re-positioning is expected to be accretive to net interest income, net interest margin and return on average assets in future periods.

The Company has more than sufficient levels of capital to absorb the result of securities sale. The Company will continue to meaningfully exceed well-capitalized ratios on a regulatory basis. This transaction transitions the balance sheet to be more efficient, improves net interest income, and positions the Company for higher future earnings.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.						Description
104						The cover page from the Company’s Form 8-K with a date on report of December 11, 2023, formatted in Inline Extensible Business Reporting Language (included with the Inline XBRL document).

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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.

			FVCBANKCORP, INC.
			By:			/s/ Jennifer L. Deacon
						Jennifer L. Deacon, Executive Vice President and Chief Financial Officer
Dated: December 11, 2023

Cover	Dec. 11, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 11, 2023
Entity Registrant Name	FVCBankcorp, Inc.
Entity Incorporation, State or Country Code	VA
Entity File Number	001-38647
Entity Tax Identification Number	47-5020283
Entity Address, Address Line One	11325 Random Hills Road
Entity Address, City or Town	Fairfax
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22030
City Area Code	703
Local Phone Number	436-3800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	FVCB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001675644
Amendment Flag	false

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