Form 8-K - Current report

FALSE000127790200012779022024-10-302024-10-30

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):			October 30, 2024

MVB Financial Corp.
(Exact name of registrant as specified in its charter)

West Virginia			001-38314			20-0034461
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

301 Virginia Avenue, Fairmont, WV			26554-2777
(Address of principal executive offices)			(Zip Code)

[phone]
(Registrant's telephone number, including area code)
Not Applicable
(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, $1.00 par value

MVBF

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 ☐     

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. ☐

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Item 2.02.    Results of Operations and Financial Condition.

On October 30, 2024, MVB Financial Corp. issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, is hereby furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release of MVB Financial Corp. dated October 30, 2024

104    Cover Page Interactive Data File (embedded within 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.

			MVB Financial Corp.
			By:			/s/ Donald T. Robinson
						Donald T. Robinson President and Chief Financial Officer

Date: October 30, 2024

Exhibit 99.1

N E W S R E L E A S E

MVB Financial Corp. Announces Third Quarter 2024 Results

(FAIRMONT, WV) October 30, 2024 – MVB Financial Corp. (NASDAQ: MVBF) (“MVB Financial,” “MVB” or the “Company”), the holding company for MVB Bank, Inc. (“MVB Bank”), today announced financial results for the third quarter of 2024, with reported net income of $2.1 million, or $0.16 basic and diluted earnings per share.

Third Quarter 2024 Highlights

Previously disclosed digital asset program exit reduced EPS by $0.29 in third quarter and $0.37 year-to-date.

Noninterest bearing deposits represent 33.0% of total deposits.

On balance sheet payments-related deposits increased by 60.8% due to growth in existing relationships.

Tangible book value per share of $23.20, up 2.2% from the prior quarter.

Capital strength further enhanced.

From Larry F. Mazza, Chief Executive Officer, MVB Financial:

“MVB continues to be proactive, and we have adapted our growth strategy related to changing market conditions. To this end, we have simplified our number of strategic initiatives to five as we move into fourth quarter. This laser focus by Team MVB will enhance our ability to effectively execute on our revised strategy.

“One example of this laser focus is our payments strategy. Growth in existing account relationships, along with new leadership and initiatives, drove a 60.8% quarter over quarter increase in payments-related deposit balances. Excluding the impact of the digital asset program wind-down and termination costs related to the decision to call two brokered certificates of deposit, net interest income and net interest margin are approaching a positive inflection point. Finally, while loan balances declined partly due to elevated payoff activity, our loan pipeline has improved from earlier this year.

“As previously disclosed, we began winding down MVB’s digital asset program account relationships during the second quarter due to changing market conditions and profitability challenges. While this process is now mostly

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complete, our third-quarter results reflected both the full quarter impact of this decision and lingering costs associated with the wind-down, without any associated revenue benefit. Alongside a higher cost base, these factors negatively affected earnings in the third quarter, overshadowing some of the positive trends we’ve seen.

“Through it all, MVB’s foundational strength remains intact, evidenced by stable asset quality, an enhanced capital base and growth in tangible book value per share. While our strategic shift has weighed on earnings in the short-term, we are increasingly well-positioned for future growth and improved profitability.”

THIRD QUARTER 2024 HIGHLIGHTS

•Growth in payments and gaming deposits drive increased total deposits.

•Total deposits increased 4.1%, or $118.8 million, to $3.00 billion compared to the prior quarter-end. Deposit growth was led by payments-related deposits, which increased by 60.8%, primarily due to the expansion of existing relationships. Deposit growth also reflected increased gaming deposits, partially offset by the movement of $70.2 million of banking-as-a-service deposits off balance sheet.

•Noninterest bearing (“NIB”) deposits increased 0.5%, or $5.3 million, to $989.1 million. NIB deposits represent 33.0% of total deposits as of September 30, 2024.

•The loan-to-deposit ratio was 72.3% as of September 30, 2024, compared to 76.5% as of June 30, 2024, and 74.7% as of September 30, 2023.

•Net interest income and net interest margin lower on digital asset program wind-down and certificate of deposit termination costs.

•Net interest income on a fully tax-equivalent basis, a non-U.S. GAAP financial measure, declined 3.4%, or $0.9 million, to $26.8 million relative to the prior quarter, reflecting net interest margin contraction and lower earning assets balances.

•Net interest margin on a fully tax-equivalent basis, a non-U.S. GAAP financial measure, was 3.61%, down 14 basis points from the prior quarter. Approximately 11 basis points of the decline in net interest margin is attributable to the wind down of the digital asset program. Also, approximately five basis points of net interest margin compression reflected termination costs of $0.3 million related to the Company’s decision to call two brokered certificates of deposit (“CDs”) with a value of $49.5 million during the third quarter. Total cost of funds was 2.77%, up 23 basis points compared to the prior quarter, primarily reflecting the full quarter impact of the shift in deposit mix from the wind-down of the digital asset program and the brokered CD termination costs.

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•Average earning assets balance declined 0.9%, or $26.1 million, from the prior quarter to $2.95 billion, reflecting lower average loan balances, partially offset by higher interest-bearing balances with banks. Average total loan balances declined 2.4%, or $53.3 million, from the prior quarter to $2.18 billion, reflecting elevated loan payoff activity and muted market demand.

•Noninterest income lower on digital asset program exit, masking progress on Fintech fee income and continued mortgage rebound.

•Total noninterest income declined 6.8%, or $0.5 million, relative to the prior quarter, to $6.7 million. The decline is attributable to lower other operating income, primarily a $0.8 million decrease in wire transfer fees reflecting the full quarter impact of the digital asset program wind-down. Excluding other operating income, noninterest income increased 12.8%, reflecting a continued rebound in equity method investment income from our mortgage segment, as well as higher payment card and service charge income, consulting and compliance income and holding gains on equity securities.

•Relative to the prior year period, total noninterest income increased by 15.0%, or $0.9 million, inclusive of the impact of the digital asset program wind-down, to $6.7 million, primarily reflecting higher payment card and service income, which increased by 35.1% year-over-year.

•Foundational strength intact, led by enhanced capital position, growth in tangible book value per share and stable asset quality.

•The Community Bank Leverage Ratio, Tier 1 Risk-Based Capital Ratio and MVB Bank’s Total Risk-Based Capital Ratio were 10.9%, 14.9% and 15.7%, respectively, compared to 10.7%, 14.6% and 15.4%, respectively, at the prior quarter end.

•The tangible common equity ratio, a non-U.S. GAAP financial measure, was 8.8% as of September 30, 2024, down from 8.9% as of June 30, 2024 and up from 7.8% as of September 30, 2023. As of September 30, 2024, accumulated other comprehensive loss declined $5.9 million, or 20.9%, and $17.8 million, or 44.2%, to $22.5 million as compared to $28.4 million at June 30, 2024 and $40.3 million at September 30, 2023, respectively. Adjusted for accumulated other comprehensive loss, the tangible common equity ratio was 9.4% as of September 30, 2024.

•Book value per share and tangible book value per share, a non-U.S. GAAP measure, were $23.44 and $23.20, respectively, which represent increases of 2.2% and 2.2% relative to the prior quarter-end and 9.9% and 10.1% from the year-ago period.

•Nonperforming loans increased $5.5 million, or 23.6%, to $28.6 million, or 1.3% of total loans, from $23.1 million, or 1.0% of total loans, at the prior quarter end. Approximately 47.2% of the balance of nonperforming loans is a single commercial multifamily loan, which had a balance of $13.5 million as of September 30, 2024, down $1.1 million from the prior quarter. The loan is

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current as of September 30, 2024 and the Company believes the loan is properly collateralized with a loan to value of less than 70%. Criticized loans as a percentage of total loans were 5.7%, consistent with the prior quarter end.

•Net charge-offs were $0.7 million, or 0.1% of loans, for the third quarter of 2024, compared to $0.9 million, or 0.2% of loans, for the prior quarter.

•Provision for credit losses totaled $1.0 million, compared to $0.3 million for the prior quarter and included a credit impairment of an available-for-sale debt security of $0.5 million during the third quarter.

•Allowance for credit losses was 0.99% of total loans, as compared to 1.00% at the prior quarter end.

INCOME STATEMENT

Net interest income on a tax-equivalent basis totaled $26.8 million for the third quarter of 2024, a decline of $0.9 million, or 3.4%, from the second quarter of 2024 and $3.3 million, or 11.0%, from the third quarter of 2023. The decline from both prior periods reflects net interest margin contraction and lower average earning asset balances.

Interest income increased $0.5 million, or 1.1%, from the second quarter of 2024 and declined $1.7 million, or 3.5%, from the third quarter of 2023. The increase in interest income relative to the prior quarter reflects an increase in cash balances due to growth of payment deposits and seasonal considerations. The decline in interest income relative to the year-ago period reflects a decline in cash balances, driven by the exit of digital asset program accounts, and a decline in loan balances, partially offset by a higher tax-equivalent yield on loans and cash balances.

Interest expense increased $1.5 million, or 8.0%, from the second quarter of 2024 and $1.6 million, or 8.6%, from the third quarter of 2024. The cost of funds increased to 2.77% for the third quarter of 2024, as compared to 2.54% for the second quarter of 2024 and 2.43% for the third quarter of 2023. The higher cost of funds compared to the prior quarter was primarily attributable to the full quarter impact of the exit of the digital asset program account relationships and $0.3 million of termination costs related to the Company’s decision to call two brokered CDs during the third quarter. The process of winding down the digital asset program account relationships was initiated during the second quarter of 2024, and the deposits were replaced with higher cost funding throughout the third quarter of 2024. Relative to the year-ago period, the increase reflects the impact of higher interest rates on our deposits, a shift in the mix of average deposits, the exit of the digital asset

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program account relationships and the termination costs associated with the two brokered CDs that were called.

On a tax-equivalent basis, net interest margin for the third quarter of 2024 was 3.61%, a decline of 14 basis points versus the second quarter of 2024 and 29 basis points versus the third quarter of 2023. See the table below for a reconciliation between net interest margin and net interest margin on a fully tax-equivalent basis, a non-U.S. GAAP measure.

Noninterest income totaled $6.7 million for the third quarter of 2024, a decline of $0.5 million from the second quarter of 2024 and an increase of $0.9 million from the third quarter of 2023. The decline compared to the prior quarter is primarily driven by a decline of $1.2 million in other operating income, partially offset by increases of $0.5 million in holding gains on equity securities and $0.3 million in equity method investments income from our mortgage segment. The $0.9 million increase in noninterest income from the third quarter of 2023 was primarily driven by increases of $1.5 million in equity method investments income from our mortgage segment and $1.0 million in payment card and service charge income, partially offset by a decline of $1.6 million in other operating income.

Noninterest expense totaled $29.5 million for the third quarter of 2024, an increase of $0.6 million from the second quarter of 2024 and a decline of $1.2 million from the third quarter of 2023. The increase from the second quarter of 2024 primarily reflects increases of $0.8 million in salaries and employee benefits and $0.3 million in travel, entertainment, dues and subscriptions, partially offset by a $0.5 million decline in professional fees. The decline from the third quarter of 2023 primarily reflects declines of $1.0 million in professional fees and $0.9 million in other operating expense, partially offset by an increase of $0.7 million in salaries and employee benefit expense.

BALANCE SHEET

Loans totaled $2.17 billion as of September 30, 2024, a decline of $35.5 million, or 1.6%, from June 30, 2024, and $99.2 million, or 4.4%, from September 30, 2023. The decline in loan balances relative to the prior quarters primarily reflects slower loan growth based on overall market conditions and the impact of loan amortization and payoffs.

Deposits totaled $3.00 billion as of September 30, 2024, an increase of $118.8 million, or 4.1%, from June 30, 2024, and a decline of $37.2 million, or 1.2%, from September 30, 2023. The increase in deposits relative to the prior quarter reflects an increase in payment deposits of $190.9 million and higher CD balances. The increase in

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CD balances of $77.0 million, or 10.0%, to $846.8 million was primarily driven by a $25.1 million, or 5.0%, increase in brokered CDs and a $52.2 million, or 19.9%, increase in core CDs. Relative to the year-ago period, the decline in total deposits reflects a decline in NIB deposits and increased utilization of off-balance sheet deposit networks to generate fee income, enhance capital efficiency and manage liquidity and concentration risk.

NIB deposits totaled $989.1 million as of September 30, 2024, an increase of $5.3 million, or 0.5%, from June 30, 2024 and a decline of $104.8 million, or 9.6%, from September 30, 2023. Relative to the prior year period, the decline in NIB deposits reflected the exit of digital asset program accounts. Digital asset program account balances declined $6.7 million and $180.1 million to $21.4 million as compared to June 30, 2024 and September 30, 2023, respectively. NIB deposits represented 33.0% of total deposits as of September 30, 2024, compared to 34.1% of total deposits at the prior quarter-end and 36.0% for the year-ago period.

Off-balance sheet deposits totaled $1.44 billion as of September 30, 2024, an increase of $85.2 million, or 6.3%, compared to $1.36 billion at June 30, 2024, and $329.0 million, or 30%, from $1.11 billion at September 30, 2023. Management proactively moved $70.2 million of banking-as-a-service deposits off balance sheet due to uncertainty of the existing regulatory framework for brokered deposits and potential reclassification of certain banking-as-a-service deposits as brokered deposits. Off-balance sheet deposit networks are utilized to generate fee income, enhance capital efficiency and manage liquidity and concentration risk.

CAPITAL

The Community Bank Leverage Ratio was 10.9% as of September 30, 2024, compared to 10.7% as of June 30, 2024, and 10.4% as of September 30, 2023. MVB’s Tier 1 Risk-Based Capital Ratio was 14.9% as of September 30, 2024, compared to 14.6% as of June 30, 2024 and 14.0% as of September 30, 2023. The Bank’s Total Risk-Based Capital Ratio was 15.7% as of September 30, 2024, compared to 15.4% as of June 30, 2024 and 14.8% as of September 30, 2023.

The tangible common equity ratio, a non-U.S. GAAP financial measure, was 8.8% as of September 30, 2024, consistent with June 30, 2024, and up from 7.8% as of September 30, 2023. See the reconciliation of the tangible common equity ratio to its most directly comparable U.S. GAAP financial measure later in this release.

The Company issued a quarterly cash dividend of $0.17 per share for the third quarter of 2024, consistent with the second quarter of 2024 and the third quarter of 2023.

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ASSET QUALITY

Nonperforming loans totaled $28.6 million, or 1.3% of total loans, as of September 30, 2024, as compared to $23.1 million, or 1.0% of total loans, as of June 30, 2024, and $10.6 million, or 0.5% of total loans, as of September 30, 2023. Criticized loans as a percentage of total loans were 5.7% as of September 30, 2024 and June 30, 2024, compared to 6.1% as of September 30, 2023.

Net charge-offs were $0.7 million, or 0.1% of average total loans, for the third quarter of 2024, compared to $0.9 million, or 0.2% of average total loans, for the second quarter of 2024 and $5.9 million, or 1.0% of average total loans, for the third quarter of 2023.

The provision for credit losses totaled $1.0 million, compared to $0.3 million for the prior quarter ended June 30, 2024, and a release of allowance of $0.2 million for the quarter ended September 30, 2023. The allowance for credit losses for loans was 0.99% of total loans at September 30, 2024, compared to 1.00% at June 30, 2024, and 1.1% at September 30, 2023.

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About MVB Financial Corp.

MVB Financial, the holding company of MVB Bank, is publicly traded on The Nasdaq Capital Market® (“Nasdaq”) under the ticker “MVBF.”

MVB Financial is a financial holding company headquartered in Fairmont, West Virginia. Through its subsidiary, MVB Bank, and MVB Bank’s subsidiaries, MVB Financial provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond.

Nasdaq is a leading global provider of trading, clearing, exchange technology, listing, information and public company services.

For more information about MVB Financial, please visit ir.mvbbanking.com.

Forward-looking Statements

MVB Financial has made forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this press release that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations about the future and are subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries. Forward-looking statements can be identified by the use of words such as “may,” “could,” “should,” “would,” “will,” “plans,” “believes,” “estimates,” “expects,” “anticipates,” “intends,” “continues” or the negative of those terms or similar expressions. Note that many factors could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in forward-looking statements. Therefore, undue reliance should not be placed upon any forward-looking statements. Those factors include but are not limited to: market, economic, operational, liquidity and credit risk; changes in market interest rates; impacts related to or resulting from recent turmoil in the banking industry; inability to successfully execute business plans, including strategies related to investments in Fintech companies; risks, uncertainties and losses involved with the developing digital assets industry, including the evolving regulatory framework; competition; unforeseen events, such as pandemics or natural disasters, and any governmental or societal responses thereto; changes in economic, business and political conditions; changes in demand for loan products and deposit flow; changes in deposit classifications; operational risks and risk management failures; and government regulation and supervision. Additional factors that may cause actual results to differ materially from those described in the forward-looking statements can be found in the

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Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as its other filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. Except as required by law, the Company disclaims any obligation to update, revise or correct any forward-looking statements.

Accounting standards require the consideration of subsequent events occurring after the balance sheet date for matters that require adjustment to, or disclosure in, the consolidated financial statements. The review period for subsequent events extends up to and including the filing date of a public company’s financial statements when filed with the SEC. Accordingly, the consolidated financial information in this announcement is subject to change.

Questions or comments concerning this earnings release should be directed to:

MVB Financial Corp.

Donald T. Robinson, President and Chief Financial Officer

[phone]

[e-mail]

Amy Baker, VP, Corporate Communications and Marketing

[phone]

[e-mail]

Non-U.S. GAAP Financial Measures

This document contains supplemental financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Management uses these non-U.S. GAAP measures in its analysis of the Company’s performance. These measures should not be considered a substitute for U.S. GAAP basis measures nor should they be viewed as a substitute for operating results determined in accordance with U.S. GAAP. Management believes the presentation of non-U.S. GAAP financial measures that exclude the impact of specified items provide useful supplemental information that is essential to a proper understanding of the Company’s financial condition and results. Non-U.S. GAAP measures are not formally defined under U.S. GAAP, and other entities may use calculation methods that differ from those used by us. As a complement to U.S. GAAP financial measures, our management believes these non-U.S. GAAP financial measures assist investors in comparing the financial condition and results of operations of financial institutions due to the industry prevalence of such non-U.S. GAAP measures. See the tables below for a reconciliation of these non-U.S. GAAP measures to the most directly comparable U.S. GAAP financial measures.

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MVB Financial Corp.

Financial Highlights

Consolidated Statements of Income

(Unaudited) (Dollars in thousands, except per share data)

						Quarterly																		Year-to-Date
						2024						2024						2023						2024						2023
						Third Quarter						Second Quarter						Third Quarter
Interest income						$	46,627					$	46,127					$	48,325					$	142,784					$	140,119
Interest expense						20,042						18,557						18,460						58,490						47,943
Net interest income						26,585						27,570						29,865						84,294						92,176
Provision (release of allowance) for credit losses						959						254						(159)						3,210						182
Net interest income after provision (release of allowance) for credit losses						25,626						27,316						30,024						81,084						91,994
Total noninterest income						6,657						7,142						5,791						21,633						15,277
Noninterest expense:
Salaries and employee benefits						16,722						15,949						16,016						49,160						48,508
Other expense						12,763						12,981						14,709						39,446						40,816
Total noninterest expenses						29,485						28,930						30,725						88,606						89,324
Income before income taxes						2,798						5,528						5,090						14,111						17,947
Income taxes						642						1,379						1,218						3,304						3,639
Net income from continuing operations, before noncontrolling interest						2,156						4,149						3,872						10,807						14,308
Income from discontinued operations, before income taxes						—						—						—						—						11,831
Income taxes - discontinued operations						—						—						—						—						3,049
Net income from discontinued operations						—						—						—						—						8,782
Net Income, before noncontrolling interest						2,156						4,149						3,872						10,807						23,090
Net (income) loss attributable to noncontrolling interest						(76)						(60)						(5)						(156)						231
Net income available to common shareholders						$	2,080					$	4,089					$	3,867					$	10,651					$	23,321
Earnings per share from continuing operations - basic						$	0.16					$	0.32					$	0.30					$	0.83					$	1.15
Earnings per share from discontinued operations - basic						$	—					$	—					$	—					$	—					$	0.69
Earnings per share - basic						$	0.16					$	0.32					$	0.30					$	0.83					$	1.84
Earnings per share from continuing operations - diluted						$	0.16					$	0.31					$	0.29					$	0.81					$	1.12
Earnings per share from discontinued operations - diluted						$	—					$	—					$	—					$	—					$	0.67
Earnings per share - diluted						$	0.16					$	0.31					$	0.29					$	0.81					$	1.79

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Noninterest Income

(Unaudited) (Dollars in thousands)

						Quarterly																		Year-to-Date
						2024						2024						2023						2024						2023
						Third Quarter						Second Quarter						Third Quarter
Card acquiring income						$	336					$	337					$	845					$	924					$	2,255
Service charges on deposits						1,088						1,103						490						3,714						2,676
Interchange income						2,428						2,377						1,517						7,844						5,034
Total payment card and service charge income						3,852						3,817						2,852						12,482						9,965
Equity method investments gain (loss)						746						484						(750)						102						(70)
Compliance and consulting income						1,291						1,274						1,314						3,565						3,326
Gain (loss) on sale of loans						26						—						330						26						(1,015)
Investment portfolio gains (losses)						498						117						244						1,224						(1,734)
Loss on acquisition and divestiture activity						—						—						—						—						(986)
Other noninterest income						244						1,450						1,801						4,234						5,791
Total noninterest income						$	6,657					$	7,142					$	5,791					$	21,633					$	15,277

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Condensed Consolidated Balance Sheets

(Unaudited) (Dollars in thousands)

						September 30, 2024						June 30, 2024						September 30, 2023
Cash and cash equivalents						$	610,911					$	455,517					$	587,100
Investment securities available-for-sale						374,828						361,254						311,537
Equity securities						41,760						41,261						40,835
Loans held-for-sale						—						—						7,603
Loans receivable						2,171,272						2,206,793						2,270,433
Less: Allowance for credit losses						(21,499)						(22,084)						(24,276)
Loans receivable, net						2,149,773						2,184,709						2,246,157
Premises and equipment, net						18,838						19,540						21,468
Other assets						222,646						225,723			—			222,883
Total assets						$	3,418,756					$	3,288,004					$	3,437,583
Noninterest-bearing deposits						$	989,144					$	983,809					$	1,093,903
Interest-bearing deposits						2,012,504						1,899,043						1,944,986
Senior term loan						—						—						8,473
Subordinated debt						73,725						73,663						73,478
Other liabilities						40,183						34,826			—			45,374
Stockholders’ equity						303,200						296,663						271,369
Total liabilities and stockholders’ equity						$	3,418,756					$	3,288,004					$	3,437,583

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Reportable Segments

(Unaudited)

Three Months Ended September 30, 2024						CoRe Banking						Mortgage Banking																		Financial Holding Company						Other						Intercompany Eliminations						Consolidated
(Dollars in thousands)
Interest income						$	46,539					$	103																	$	2					$	—					$	(17)					$	46,627
Interest expense						19,234						—																		808						17						(17)						20,042
Net interest income (expense)						27,305						103																		(806)						(17)						—						26,585
Provision for credit losses						459						—																		500						—						—						959
Net interest income (expense) after provision for credit losses						26,846						103																		(1,306)						(17)						—						25,626
Noninterest income						4,574						768																		2,956						2,332						(3,973)						6,657
Noninterest Expenses:
Salaries and employee benefits						10,075						—																		4,528						2,119						—						16,722
Other expenses						13,164						4																		2,240						1,328						(3,973)						12,763
Total noninterest expenses						23,239						4																		6,768						3,447						(3,973)						29,485
Income (loss), before income taxes						8,181						867																		(5,118)						(1,132)						—						2,798
Income taxes						1,774						204																		(1,063)						(273)						—						642
Net income (loss), before noncontrolling interest						6,407						663																		(4,055)						(859)						—						2,156
Net income attributable to noncontrolling interest						—						—																		—						(76)						—						(76)
Net income (loss) available to common shareholders						$	6,407					$	663																	$	(4,055)					$	(935)					$	—					$	2,080

Three Months Ended June 30, 2024						CoRe Banking						Mortgage Banking																		Financial Holding Company						Other						Intercompany Eliminations						Consolidated
(Dollars in thousands)
Interest income						$	46,038					$	103																	$	3					$	—					$	(17)					$	46,127
Interest expense						17,635						—																		922						17						(17)						18,557
Net interest income (expense)						28,403						103																		(919)						(17)						—						27,570
Provision for credit losses						254						—																		—						—						—						254
Net interest income (expense) after provision for credit losses						28,149						103																		(919)						(17)						—						27,316
Noninterest income						4,898						485																		2,769						3,128						(4,138)						7,142
Noninterest Expenses:
Salaries and employee benefits						9,359						—																		4,473						2,117						—						15,949
Other expenses						13,257						—																		2,080						1,782						(4,138)						12,981
Total noninterest expenses						22,616						—																		6,553						3,899						(4,138)						28,930
Income (loss) before income taxes						10,431						588																		(4,703)						(788)						—						5,528
Income taxes						2,438						145																		(1,016)						(188)						—						1,379
Net income (loss), before noncontrolling interest						7,993						443																		(3,687)						(600)						—						4,149
Net income attributable to noncontrolling interest						—						—																		—						(60)						—						(60)
Net income (loss) available to common shareholders						$	7,993					$	443																	$	(3,687)					$	(660)					$	—					$	4,089

13

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Three Months Ended September 30, 2023						CoRe Banking						Mortgage Banking																		Financial Holding Company						Other						Intercompany Eliminations						Consolidated
(Dollars in thousands)
Interest income						$	48,268					$	103																	$	2					$	—					$	(48)					$	48,325
Interest expense						17,454						—																		1,000						54						(48)						18,460
Net interest income (expense)						30,814						103																		(998)						(54)						—						29,865
Release of allowance for credit losses						(159)						—																		—						—						—						(159)
Net interest income (expense) after release of allowance for credit losses						30,973						103																		(998)						(54)						—						30,024
Noninterest income						4,980						(742)																		2,576						3,099						(4,122)						5,791
Noninterest Expenses:
Salaries and employee benefits						9,787						—																		4,129						2,100						—						16,016
Other expenses						14,701						13																		1,992						2,125						(4,122)						14,709
Total noninterest expenses						24,488						13																		6,121						4,225						(4,122)						30,725
Income (loss), before income taxes						11,465						(652)																		(4,543)						(1,180)						—						5,090
Income taxes						2,628						(153)																		(978)						(279)						—						1,218
Net income (loss), before noncontrolling interest						8,837						(499)																		(3,565)						(901)						—						3,872
Net income attributable to noncontrolling interest						—						—																		—						(5)						—						(5)
Net income (loss) available to common shareholders						$	8,837					$	(499)																	$	(3,565)					$	(906)					$	—					$	3,867

Nine Months Ended September 30, 2024						CoRe Banking						Mortgage Banking																		Financial Holding Company						Other						Intercompany Eliminations						Consolidated
(Dollars in thousands)
Interest income						$	142,519					$	309																	$	7					$	—					$	(51)					$	142,784
Interest expense						55,796						—																		2,689						56						(51)						58,490
Net interest income (expense)						86,723						309																		(2,682)						(56)						—						84,294
Provision for credit losses						2,710						—																		500						—						—						3,210
Net interest income (expense) after provision for credit losses						84,013						309																		(3,182)						(56)						—						81,084
Noninterest income						16,993						124																		7,990						8,724						(12,198)						21,633
Noninterest Expenses:
Salaries and employee benefits						29,257						—																		13,679						6,224						—						49,160
Other expenses						40,242						4																		6,161						5,237						(12,198)						39,446
Total noninterest expenses						69,499						4																		19,840						11,461						(12,198)						88,606
Income (loss), before income taxes						31,507						429																		(15,032)						(2,793)						—						14,111
Income taxes						7,090						120																		(3,236)						(670)						—						3,304
Net income (loss), before noncontrolling interest						24,417						309																		(11,796)						(2,123)						—						10,807
Net income attributable to noncontrolling interest						—						—																		—						(156)						—						(156)
Net income (loss) available to common shareholders						$	24,417					$	309																	$	(11,796)					$	(2,279)					$	—					$	10,651

14

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Nine Months Ended September 30, 2023						CoRe Banking						Mortgage Banking																		Financial Holding Company						Other						Intercompany Eliminations						Consolidated
(Dollars in thousands)
Interest income						$	139,859					$	313																	$	38					$	—					$	(91)					$	140,119
Interest expense						44,934						—																		2,992						108						(91)						47,943
Net interest income (expense)						94,925						313																		(2,954)						(108)						—						92,176
Provision for credit losses						182						—																		—						—						—						182
Net interest income (expense) after provision for credit losses						94,743						313																		(2,954)						(108)						—						91,994
Noninterest income						12,111						(56)																		8,102						5,934						(10,814)						15,277
Noninterest Expenses:
Salaries and employee benefits						27,891						7																		13,702						6,908						—						48,508
Other expenses						39,903						65																		6,072						5,590						(10,814)						40,816
Total noninterest expenses						67,794						72																		19,774						12,498						(10,814)						89,324
Income (loss), before income taxes						39,060						185																		(14,626)						(6,672)						—						17,947
Income taxes						8,380						(14)																		(3,127)						(1,600)						—						3,639
Net income (loss) from continuing operations						30,680						199																		(11,499)						(5,072)						—						14,308
Income from discontinued operations, before income taxes						—						—																		—						11,831						—						11,831
Income tax expense - discontinued operations						—						—																		—						3,049						—						3,049
Net income from discontinued operations						—						—																		—						8,782						—						8,782
Net income (loss), before noncontrolling interest						30,680						199																		(11,499)						3,710						—						23,090
Net loss attributable to noncontrolling interest						—						—																		—						231						—						231
Net income (loss) available to common shareholders						$	30,680					$	199																	$	(11,499)					$	3,941					$	—					$	23,321

15

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Average Balances and Interest Rates

(Unaudited) (Dollars in thousands)

						Three Months Ended																		Three Months Ended																		Three Months Ended
						September 30, 2024																		June 30, 2024																		September 30, 2023
						Average Balance						Interest Income/ Expense						Yield/ Cost						Average Balance						Interest Income/ Expense						Yield/ Cost						Average Balance						Interest Income/ Expense						Yield/ Cost
Assets
Interest-bearing balances with banks						$	400,330					$	5,218					5.19		%				$	380,278					$	5,065					5.36		%				$	483,158					$	6,404					5.26		%
Investment securities:
Taxable						258,151						1,846						2.84						252,963						1,905						3.03						206,340						1,056						2.03
Tax-exempt 1						104,769						867						3.29						102,785						684						2.68						107,490						1,016						3.75
Loans and loans held-for-sale: 2
Commercial						1,553,666						31,136						7.97						1,597,359						30,824						7.76						1,593,875						31,348						7.80
Tax-exempt 1						3,129						34						4.32						3,261						35						4.32						3,678						40						4.31
Real estate						558,691						6,446						4.59						563,011						6,391						4.57						573,579						6,351						4.39
Consumer						68,337						1,269						7.39						73,531						1,374						7.52						95,032						2,331						9.73
Total loans						2,183,823						38,885						7.08						2,237,162						38,624						6.94						2,266,164						40,070						7.02
Total earning assets						2,947,073						46,816						6.32						2,973,188						46,278						6.26						3,063,152						48,546						6.29
Less: Allowance for credit losses						(22,043)																		(22,596)																		(29,693)
Cash and due from banks						4,638																		4,528																		6,686
Other assets						284,640																		305,644																		281,504
Total assets						$	3,214,308																	$	3,260,764																	$	3,321,649
Liabilities
Deposits:
NOW						$	534,494					$	4,422					3.29		%				$	465,587					$	4,139					3.58		%				$	674,745					$	4,970					2.92		%
Money market checking						434,174						3,378						3.10						400,205						3,337						3.35						537,592						3,294						2.43
Savings						116,861						883						3.01						112,225						944						3.38						72,206						438						2.41
IRAs						8,164						91						4.43						7,948						81						4.10						6,788						56						3.27
CDs						800,986						10,440						5.19						731,337						9,130						5.02						664,281						8,702						5.20
Repurchase agreements and federal funds sold						3,589						19						2.11						3,459						4						0.47						4,911						—						—
FHLB and other borrowings						44						—						—						—						—						—						278						—						—
Senior term loan 3						—						—						—						2,736						114						16.76						8,751						191						8.66
Subordinated debt						73,702						809						4.37						73,629						808						4.41						73,446						809						4.37
Total interest-bearing liabilities						1,972,014						20,042						4.04						1,797,126						18,557						4.15						2,042,998						18,460						3.58
Noninterest-bearing demand deposits						910,787																		1,139,070																		975,164
Other liabilities						37,591																		36,101																		38,021
Total liabilities						2,920,392																		2,972,297																		3,056,183
Stockholders’ equity
Common stock						13,776																		13,731																		13,570
Paid-in capital						163,189																		162,518																		159,050
Treasury stock						(16,741)																		(16,741)																		(16,741)
Retained earnings						160,694																		161,709																		146,504
Accumulated other comprehensive loss						(27,069)																		(32,299)																		(36,865)
Total stockholders’ equity attributable to parent						293,849																		288,918																		265,518
Noncontrolling interest						67																		(451)																		(52)
Total stockholders’ equity						293,916																		288,467																		265,466
Total liabilities and stockholders’ equity						$	3,214,308																	$	3,260,764																	$	3,321,649
Net interest spread (tax-equivalent)																		2.28		%																2.11		%																2.71		%
Net interest income and margin (tax-equivalent)1												$	26,774					3.61		%										$	27,721					3.75		%										$	30,086					3.90		%
Less: Tax-equivalent adjustments												$	(189)																	$	(151)																	$	(221)
Net interest spread																		2.25		%																2.09		%																2.68		%
Net interest income and margin												$	26,585					3.59		%										$	27,570					3.73		%										$	29,865					3.87		%

1In order to make pre-tax income and resultant yields on tax-exempt loans and investment securities comparable to those on taxable loans and investment securities, a tax-equivalent adjustment has been computed using a Federal tax rate of 21% for the periods presented, which is a non-U.S. GAAP financial measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 19.

2 Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

3 The senior term loan was paid off in May 2024, and the unamortized debt issuance costs were recorded as interest expense upon the repayment.

16

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						Nine Months Ended																		Nine Months Ended
						September 30, 2024																		September 30, 2023
						Average Balance						Interest Income/ Expense						Yield/ Cost						Average Balance						Interest Income/ Expense						Yield/ Cost
Assets
Interest-bearing balances with banks						$	443,475					$	17,624					5.31		%				$	405,012					$	15,099					4.98		%
Investment securities:
Taxable						252,423						5,494						2.91						221,089						4,133						2.50
Tax-exempt 1						104,622						2,436						3.11						122,818						3,471						3.78
Loans and loans held-for-sale: 2
Commercial						1,592,295						94,112						7.89						1,616,510						90,413						7.48
Tax-exempt 1						3,254						106						4.35						3,813						125						4.38
Real estate						565,923						19,450						4.59						596,070						18,343						4.11
Consumer						73,039						4,095						7.49						120,075						9,290						10.34
Total loans						2,234,511						117,763						7.04						2,336,468						118,171						6.76
Total earning assets						3,035,031						143,317						6.31						3,085,387						140,874						6.10
Less: Allowance for credit losses						(22,298)																		(31,656)
Cash and due from banks						4,856																		4,252
Other assets						308,351																		303,233
Total assets						$	3,325,940																	$	3,361,216
Liabilities
Deposits:
NOW						$	518,595					$	13,490					3.47		%				$	717,527					$	14,448					2.69		%
Money market checking						414,453						10,474						3.38						455,463						6,661						1.96
Savings						130,848						3,468						3.54						79,187						1,430						2.41
IRAs						7,958						246						4.13						6,448						128						2.65
CDs						735,883						28,097						5.10						572,078						21,396						5.00
Repurchase agreements and federal funds sold						3,334						23						0.92						5,974						—						—
FHLB and other borrowings						29						2						5.99						23,449						888						5.06
Senior term loan 3						3,146						264						11.21						9,285						583						8.39
Subordinated debt						73,634						2,426						4.40						73,383						2,409						4.39
Total interest-bearing liabilities						1,887,880						58,490						4.14						1,942,794						47,943						3.30
Noninterest-bearing demand deposits						1,109,089																		1,107,712
Other liabilities						38,566																		37,987
Total liabilities						3,035,535																		3,088,493
Stockholders’ equity
Common stock						13,722																		13,525
Paid-in capital						162,416																		157,034
Treasury stock						(16,741)																		(16,741)
Retained earnings						161,113																		153,769
Accumulated other comprehensive income loss						(29,965)																		(34,980)
Total stockholders’ equity attributable to parent						290,545																		272,607
Noncontrolling interest						(140)																		116
Total stockholders’ equity						290,405																		272,723
Total liabilities and stockholders’ equity						$	3,325,940																	$	3,361,216
Net interest spread (tax-equivalent)																		2.17		%																2.80		%
Net interest income and margin (tax-equivalent)1												$	84,827					3.73		%										$	92,931					4.03		%
Less: Tax-equivalent adjustments												$	(533)																	$	(755)
Net interest spread																		2.14		%																2.77		%
Net interest income and margin												$	84,294					3.71		%										$	92,176					3.99		%

1 In order to make pre-tax income and resultant yields on tax-exempt loans and investment securities comparable to those on taxable loans and investment securities, a tax-equivalent adjustment has been computed using a Federal tax rate of 21% for the periods presented, which is a non-U.S. GAAP financial measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 19.

2 Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

3 The senior term loan was paid off in May 2024, and the unamortized debt issuance costs were recorded as interest expense upon the repayment.

17

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Selected Financial Data

(Unaudited) (Dollars in thousands, except per share data)

						Quarterly																		Year-to-Date
						2024						2024						2023						2024						2023
						Third Quarter						Second Quarter						Third Quarter
Earnings and Per Share Data:
Net income						$	2,080					$	4,089					$	3,867					$	10,651					$	23,321
Earnings per share from continuing operations - basic						$	0.16					$	0.32					$	0.30					$	0.83					$	1.15
Earnings per share from discontinued operations - basic						$	—					$	—					$	—					$	—					$	0.69
Earnings per share - basic						$	0.16					$	0.32					$	0.30					$	0.83					$	1.84
Earnings per share from continuing operations - diluted						$	0.16					$	0.31					$	0.29					$	0.81					$	1.12
Earnings per share from discontinued operations - diluted						$	—					$	—					$	—					$	—					$	0.67
Earnings per share - diluted						$	0.16					$	0.31					$	0.29					$	0.81					$	1.79
Cash dividends paid per common share						$	0.17					$	0.17					$	0.17					$	0.51					$	0.51
Book value per common share						$	23.44					$	22.94					$	21.33					$	23.44					$	21.33
Tangible book value per common share 1						$	23.20					$	22.70					$	21.08					$	23.20					$	21.08
Weighted-average shares outstanding - basic						12,927,962						12,883,426						12,722,010						12,874,311						12,678,708
Weighted-average shares outstanding - diluted						13,169,011						13,045,660						13,116,629						13,121,245						13,012,834
Performance Ratios:
Return on average assets 2						0.3		%				0.5		%				0.5		%				0.4		%				0.9		%
Return on average equity 2						2.8		%				5.7		%				5.8		%				4.9		%				11.4		%
Net interest margin 3 4						3.61		%				3.75		%				3.90		%				3.73		%				4.03		%
Efficiency ratio 5						88.7		%				83.3		%				86.2		%				83.6		%				75.4		%
Overhead ratio 2 6						3.7		%				3.5		%				3.7		%				3.6		%				3.5		%
Equity to assets						8.9		%				9.0		%				7.9		%				8.9		%				7.9		%
Asset Quality Data and Ratios:
Charge-offs						$	1,392					$	1,538					$	8,064					$	5,080					$	16,611
Recoveries						$	681					$	688					$	2,205					$	2,204					$	7,842
Net loan charge-offs to total loans 2 7						0.1		%				0.2		%				1.0		%				0.2		%				0.5		%
Allowance for credit losses						$	21,499					$	22,084					$	24,276					$	21,499					$	24,276
Allowance for credit losses to total loans 8						0.99		%				1.00		%				1.07		%	1.07		%	0.99		%				1.07		%
Nonperforming loans						$	28,556					$	23,099					$	10,593					$	28,556					$	10,593
Nonperforming loans to total loans						1.3		%				1.0		%				0.5		%				1.3		%				0.5		%
Mortgage Company Equity Method Investees Production Data9:
Mortgage pipeline						$	1,048,865					$	927,875					$	643,578					$	1,048,865					$	643,578
Loans originated						$	1,469,223					$	1,383,405					$	1,131,963					$	3,902,717					$	3,299,253
Loans closed						$	937,333					$	828,849					$	786,885					$	2,419,488					$	2,282,768
Loans sold						$	655,668					$	639,035					$	605,296					$	2,210,818					$	1,827,019

1 Common equity less total goodwill and intangibles per common share, a non-U.S. GAAP measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 19.

2 Annualized for the quarterly periods presented.

3 Net interest income as a percentage of average interest-earning assets.

4 Presented on a fully tax-equivalent basis, a non-U.S. GAAP financial measure.

5 Noninterest expense as a percentage of net interest income and noninterest income, a non-U.S. GAAP measure.

6 Noninterest expense as a percentage of average assets, a non-U.S. GAAP measure.

7 Charge-offs, less recoveries.

8 Excludes loans held-for-sale.

9 Information is related to Intercoastal Mortgage Company, LLC and Warp Speed Holdings LLC, entities in which MVB has an ownership interest that are accounted for as equity method investments.

18

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Non-U.S. GAAP Reconciliation: Net Interest Margin on a Fully Tax-Equivalent Basis

The following table reconciles, for the periods shown below, net interest margin on a fully tax-equivalent basis:

						Three Months Ended																		Nine Months Ended
(Dollars in thousands)						September 30, 2024						June 30, 2024						September 30, 2023						September 30, 2024						September 30, 2023
Net interest margin - U.S. GAAP basis
Net interest income						$	26,585					$	27,570					$	29,865					$	84,294					$	92,176
Average interest-earning assets						$	2,947,073					$	2,973,188					$	3,063,152					3,035,031						3,085,387
Net interest margin						3.59		%				3.73		%				3.87		%				3.71		%				3.99		%
Net interest margin - non-U.S. GAAP basis
Net interest income						$	26,585					$	27,570					$	29,865					$	84,294					$	92,176
Impact of fully tax-equivalent adjustment						189						151						221						533						755
Net interest income on a fully tax-equivalent basis						$	26,774					$	27,721					$	30,086					84,827						92,931
Average interest-earning assets						$	2,947,073					$	2,973,188					$	3,063,152					$	3,035,031					$	3,085,387
Net interest margin on a fully tax-equivalent basis						3.61		%				3.75		%				3.90		%				3.73		%				4.03		%

Non-U.S. GAAP Reconciliation: Tangible Book Value per Common Share and Tangible Common Equity Ratio

(Unaudited) (Dollars in thousands, except per share data)

						September 30, 2024						June 30, 2024						September 30, 2023
Tangible Book Value per Common Share
Goodwill						$	2,838					$	2,838					$	2,838
Intangibles						285						307						375
Total intangibles						$	3,123					3,145						3,213
Total equity attributable to parent						$	303,086					296,625						271,416
Less: Total intangibles						(3,123)						(3,145)						(3,213)
Tangible common equity						$	299,963					$	293,480					$	268,203
Tangible common equity						$	299,963					$	293,480					$	268,203
Common shares outstanding (000s)						12,928						12,928						12,726
Tangible book value per common share						$	23.20					$	22.70					$	21.08
Tangible Common Equity Ratio
Total assets						$	3,418,756					$	3,288,004					$	3,437,583
Less: Total intangibles						(3,123)						(3,145)						(3,213)
Tangible assets						$	3,415,633					$	3,284,859					$	3,434,370
Tangible assets						$	3,415,633					$	3,284,859					$	3,434,370
Tangible common equity						$	299,963					$	293,480					$	268,203
Tangible common equity ratio						8.8		%				8.9		%				7.8		%

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19

Cover	Oct. 30, 2024
Cover [Abstract]
Pre-commencement Issuer Tender Offer	false
Entity Address, Address Line One	301 Virginia Avenue
Entity Emerging Growth Company	false
Entity Central Index Key	0001277902
Amendment Flag	false
Written Communications	false
Document Type	8-K
Pre-commencement Tender Offer	false
Soliciting Material	false
Local Phone Number	363-4800
City Area Code	304
Entity Address, Postal Zip Code	26554-2777
Entity Address, State or Province	WV
Entity Address, City or Town	Fairmont
Entity Tax Identification Number	20-0034461
Entity File Number	001-38314
Entity Incorporation, State or Country Code	WV
Entity Registrant Name	MVB Financial Corp
Document Period End Date	Oct. 30, 2024

Details	Oct. 30, 2024
Cover [Abstract]
Title of 12(b) Security	Common stock, $1.00 par value
Trading Symbol	MVBF
Security Exchange Name	NASDAQ
Document Period End Date	Oct. 30, 2024

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