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FALSE000127790200012779022025-07-282025-07-28

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): July 28, 2025
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)
(304) 363-4800
(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. ☐



Item 2.02.    Results of Operations and Financial Condition.

On July 28, 2025, MVB Financial Corp. issued a press release announcing its financial results for the quarter ended June 30, 2025. 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 July 28, 2025

104    Cover Page Interactive Data File (embedded within the 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.
MVB Financial Corp.
By:
/s/ Michael R. Sumbs
Michael R. Sumbs
Executive Vice President and Chief Financial Officer

Date: July 28, 2025

EX-99.1 2 q22025earningsrelease.htm EX-99.1 Document
Exhibit 99.1
mvbf.jpg
N E W S R E L E A S E


MVB Financial Corp. Announces Second Quarter 2025 Results

(FAIRMONT, WV) July 28, 2025 – 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 second quarter of 2025, with reported net income of $2.0 million, or $0.16 and $0.15 per basic and diluted share, respectively.

Second Quarter 2025 Highlights as Compared to First Quarter 2025
3.5% growth in pre-tax, pre-provision income.
Net interest margin up three bps, to 3.66%.
Noninterest income up 13.4%.
Loan growth of 4.4%; Deposit growth of 8.5%, despite seasonality.
Repurchased 314,580 shares for $6.4 million, representing an average cost of $20.28 per share.

From Larry F. Mazza, Chief Executive Officer and President, MVB Financial:
“The second quarter marked a positive turn in MVB’s operating fundamentals. Loan growth accelerated, following five consecutive quarters of contraction, and our pipeline is strong heading into the second half of the year. In a quarter that traditionally has seasonal headwinds as it is outside of tax and gaming seasons, deposit growth of 8.5% shows execution of our overall strategy.

“We generated positive operating leverage, as our cost control initiatives continued to take hold. Our capital position remains strong, and overall asset quality improved during the quarter. Reflecting this strong foundation and our ongoing commitment to shareholder value, we actively repurchased stock following the authorization of a $10 million share repurchase plan in late May.

“Reported earnings fell short of expectations, primarily due to the timing of loan growth, which occurred late in the quarter, resulting in provisioning without the benefit of corresponding interest income. However, we believe the underlying momentum of our business is strong.



We are executing with discipline and remain confident in our ability to deliver long-term value for all our stakeholders.”

SECOND QUARTER 2025 HIGHLIGHTS
•Positive operating leverage driven by cost stabilization.
•Total noninterest income increased $0.9 million, or 13.4%, to $7.9 million relative to the prior quarter, primarily due to an increase in equity method investment income from our mortgage segment, partially offset by a decline in compliance consulting income and payment card and service charge income. Additionally, the first quarter of 2025 included a $0.6 million gain on divestiture activity.
•Total noninterest expense remained relatively flat, declining $0.1 million, or 0.5%, to $28.6 million relative to the prior quarter, consistent with our recently-instituted cost control initiatives.
•Net interest margin expansion powered by improved earning asset mix and higher yields.
•Net interest margin on a fully tax-equivalent basis, a non-U.S. GAAP financial measure1, was 3.69%, up three basis points from the prior quarter, primarily due to an increase in the yield on loans, partially offset by an increase in the total cost of funds.
•Average earning assets declined $155.0 million, or 5.2%, from the prior quarter to $2.82 billion, primarily reflecting seasonal considerations related to seasonal tax volume in banking-as-a-service operations, which resulted in a significant decline in average cash balances.
•Total loan balances increased $90.0 million, or 4.4%, from the prior quarter to $2.15 billion, due primarily to increased loan demand and improved market conditions.
•Yield on interest earning assets was 6.04%, up 13 basis points compared to the prior quarter, primarily due to a shift in the mix of earning assets.
•Total cost of funds was 2.41%, up 13 basis points compared to the prior quarter, primarily reflecting the aforementioned seasonal considerations, which resulted in a change in deposit mix, most notably a significantly lower balance of average noninterest bearing deposits during the second quarter.
•Total deposits increased $220.6 million, or 8.5%, to $2.80 billion compared to the prior quarter-end. Noninterest-bearing (“NIB”) deposits increased $17.0 million, or 1.7%, to $1.05 billion, and represent 37.4% of total deposits as of June 30, 2025, as compared to 40.0% as of the prior quarter-end. The loan-to-deposit ratio was 76.8% as of June 30, 2025, compared to 79.9% as of the prior quarter-end.
1See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable GAAP financial measure later in the release.
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•Off-balance sheet deposits totaled $1.11 billion as of June 30, 2025, a decline of $418.4 million, or 27.5%, compared to prior quarter-end, reflecting a decrease in certain banking-as-a-service deposit relationships.
•Maintaining a strong and resilient foundation.
•Criticized loans declined $22.5 million, or 16.6%, to $112.9 million, or 5.2% of total loans, from $135.5 million, or 6.6% of total loans, at the prior quarter-end. Net charge-offs were $0.2 million, or 0.04% annualized of loans, for the second quarter, compared to $0.9 million, or 0.2% annualized of loans, for the prior quarter.
•Provision for credit losses totaled $2.0 million, compared to $0.2 million for the prior quarter, primarily attributable to loan growth. The allowance for credit losses was 1.0% of total loans at June 30, 2025, compared to 0.9% at March 31, 2025.
•The Community Bank Leverage Ratio, Tier 1 Risk-Based Capital Ratio and MVB Bank’s Total Risk-Based Capital Ratio were 11.4%, 14.6% and 15.5%, respectively, compared to 10.9%, 15.5% and 16.4%, respectively, at the prior quarter-end.
•The tangible common equity ratio, a non-U.S. GAAP financial measure1, was 9.3% as of June 30, 2025, compared to 10.2% as of March 31, 2025 and 8.9% as of June 30, 2024.
•Book value per share and tangible book value per share, a non-U.S. GAAP measure1, were $23.78 and $23.68, respectively.
•During the second quarter, the Company repurchased 314,580 shares, or $6.4 million, representing an average cost of $20.28 per share. As previously disclosed, the Company announced the authorization of a stock repurchase program of up to $10 million of its common stock.

INCOME STATEMENT
Net interest income on a fully tax-equivalent basis totaled $26.0 million for the second quarter of 2025, a decline of $0.9 million, or 3.4%, from the first quarter of 2025 and a decline of $1.8 million, or 6.4%, from the second quarter of 2024. The decline from the both prior periods reflects a lower balance of total average earning assets, partially offset by a higher net interest margin.

Interest income declined $0.8 million, or 2.0%, from the first quarter of 2025 and declined $3.7 million, or 8.1%, from the second quarter of 2024. The decline in interest income relative to the prior quarter reflects declines in interest income from cash balances. The decline in interest income relative to the same period a year ago reflects lower interest income from loans and cash due to the lower overall balance of loans and cash, and the
1See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable GAAP financial measure later in the release.
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impact of lower interest rates on interest income from loans and cash balances, partially offset by higher interest income on investment securities balances due to higher rates earned on these investments and a higher overall balance of investment securities.

Interest expense increased $0.1 million, or 0.3%, from the first quarter of 2025 and declined $2.0 million, or 10.5%, from the second quarter of 2024. The cost of funds was 2.41% for the second quarter of 2025, an increase of 13 basis points compared to 2.28% for the first quarter of 2025 and a decline of 13 basis points compared to 2.54% for the second quarter of 2024. The higher cost of funds compared to the prior quarter reflects a shift in the mix of average deposits, including a decline in the ratio of average noninterest-bearing deposits to total deposits, primarily reflecting typical seasonal considerations related to our banking-as-a-service operations. Relative to the same period a year ago, the decline reflects the impact of lower interest rates on our deposits and a shift in the mix of average deposits.

On a tax-equivalent basis1, net interest margin for the second quarter of 2025 was 3.69%, an increase of three basis points versus the first quarter of 2025 and a decline of six basis points versus the second quarter of 2024. The increase in net interest margin relative to the prior quarter reflects a decline in lower yielding cash and investment securities balances, as compared to a lesser decline in higher-yielding loan balances, and higher yields across key categories of earning assets, partially offset by a decline in average earning asset balances and an increase in the total cost of funds. The decline in net interest margin relative to the same period a year ago reflected a decline in overall earning asset balances and a slight decline in the yield on earning assets.
Noninterest income totaled $7.9 million for the second quarter of 2025, an increase of $0.9 million from the first quarter of 2025 and $0.8 million from the second quarter of 2024. The increase compared to the prior quarter is primarily attributable to a $1.7 million increase in equity method investment income from our mortgage segment, a $0.3 million decline in loss on disposal of assets and a $0.2 million increase in other operating income. These increases were partially offset by declines of $0.5 million in compliance consulting income and $0.3 million in payment card and service charge income. Additionally, the first quarter of 2025 included a $0.6 million gain on divestiture activity related to the sale of Trabian Technology, Inc. The increase in noninterest income from the second quarter of 2024 was primarily driven by a $1.8 million increase in equity method investment income from our mortgage segment and a $0.8 million increase in payment card and service charge income, partially offset by a $1.3 million decline in compliance consulting income and a $0.4 million holding loss on equity securities in the current quarter.

1See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable GAAP financial measure later in the release.
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Noninterest expense totaled $28.6 million for the second quarter of 2025, a decline of $0.1 million from the first quarter of 2025 and $0.4 million from the second quarter of 2024. The decline from the first quarter of 2025 primarily reflects declines of $0.6 million in salaries and employee benefits, $0.1 million in other operating expense and $0.1 million in professional fees, partially offset by increases of $0.7 million in travel, entertainment, dues and subscriptions and $0.1 million in insurance, tax and assessment expense. The decline from the second quarter of 2024 primarily reflects declines of $1.7 million in professional fees, $0.3 million in equipment depreciation and maintenance and $0.1 million in salaries and employee benefits, partially offset by increases of $0.7 million in other operating expense, $0.8 million in travel, entertainment, dues and subscriptions and $0.4 million in occupancy expense.

BALANCE SHEET
Loans totaled $2.15 billion as of June 30, 2025, an increase of $90.0 million, or 4.4%, from March 31, 2025, and a decline of $53.5 million, or 2.4%, from June 30, 2024. The increase in loan balances relative to the prior quarter primarily reflects stronger loan demand and improved market conditions. The decline relative to the same period a year ago reflects portfolio management and the impact of loan amortization and payoffs.

Deposits totaled $2.80 billion as of June 30, 2025, an increase of $220.6 million, or 8.5%, from March 31, 2025, and a decline of $78.4 million, or 2.7%, from June 30, 2024. The increase in deposits relative to the prior quarter primarily reflects an increased volume in the Fintech banking space. Relative to the same period a year ago, the decline in total deposits primarily reflects a $193.1 million, or 38.7%, decline in brokered certificates of deposit (“CDs”).

NIB deposits totaled $1.05 billion as of June 30, 2025, an increase of $17.0 million, or 1.7%, from March 31, 2025 and $66.3 million, or 6.7%, from June 30, 2024. NIB deposits represented 37.4% of total deposits as of June 30, 2025, compared to 40.0% of total deposits at the prior quarter-end and 34.1% for the same period a year ago.

Off-balance sheet deposits totaled $1.11 billion as of June 30, 2025, a decline of $418.4 million, or 27.5%, compared to $1.52 billion at March 31, 2025, and a decline of $253.4 million, or 18.7%, from $1.36 billion at June 30, 2024. The decline in off-balance sheet deposits relative to the prior quarter primarily reflects typical seasonality in certain deposit relationships. Relative to the same period a year ago, the decline reflects lower banking-as-a-service deposit balances. Off-balance sheet deposit networks are utilized to generate fee income, enhance capital efficiency and manage liquidity and concentration risk.

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CAPITAL
The Community Bank Leverage Ratio was 11.4% as of June 30, 2025, compared to 10.9% as of March 31, 2025, and 10.7% as of June 30, 2024. MVB’s Tier 1 Risk-Based Capital Ratio was 14.6% as of June 30, 2025, compared to 15.5% as of March 31, 2025 and 14.6% as of June 30, 2024. The Bank’s Total Risk-Based Capital Ratio was 15.5% as of June 30, 2025, compared to 16.4% as of March 31, 2025 and 15.4% as of June 30, 2024.

The tangible common equity ratio, a non-U.S. GAAP financial measure1, was 9.3% as of June 30, 2025, compared to 10.2% as of March 31, 2025 and 8.9% as of June 30, 2024.

The Company issued a quarterly cash dividend of $0.17 per share for the second quarter of 2025, consistent with the first quarter of 2025 and the second quarter of 2024.

During the second quarter, the Company repurchased 314,580 shares, or $6.4 million, representing an average cost of $20.28 per share. As previously disclosed, the Company announced the authorization of a stock repurchase program of up to $10 million of its common stock.

ASSET QUALITY
Nonperforming loans totaled $21.1 million, or 1.0% of total loans, as of June 30, 2025, as compared to $20.3 million, or 1.0% of total loans, as of March 31, 2025, and $23.1 million, or 1.0% of total loans, as of June 30, 2024. Criticized loans as a percentage of total loans were 5.2% as of June 30, 2025, compared to 6.6% as of March 31, 2025 and 5.7% as of June 30, 2024. The decline in criticized loans from the prior periods primarily reflects two commercial loans that were paid off and risk grade upgrades on certain loans that were previously included in criticized loans. Classified loans as a percentage of total loans were 3.0% as of June 30, 2025, compared to 3.2% as of March 31, 2025 and 2.2% as of June 30, 2024.

Net charge-offs were $0.2 million, or 0.04% annualized of total loans, for the second quarter of 2025, compared to $0.9 million, or 0.2% annualized of total loans, for the first quarter of 2025 and the second quarter of 2024.

The provision for credit losses totaled $2.0 million, compared to $0.2 million for the prior quarter ended March 31, 2025 and $0.3 million for the quarter ended June 30, 2024. The $2.0 million provision for credit losses recorded during the quarter ended June 30, 2025 was primarily due to an increase in total loans. The allowance for credit losses for loans was 1.0% of total loans at June 30, 2025, compared to 0.9% at March 31, 2025 and consistent with 1.0% at June 30, 2024.




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; inability to successfully execute business plans, including strategies related to investments in Fintech companies; competition; unforeseen events, such as pandemics or natural disasters, and any governmental or societal responses thereto; changes in economic, business and political conditions, including, without limitation, the imposition of international trade policies and any retaliatory responses thereto; 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2024, 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.
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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.
Michael R. Sumbs, Executive Vice President and Chief Financial Officer
(844) 682-2265
msumbs@mvbbanking.com

Amy Baker, VP, Corporate Communications and Marketing
(844) 682-2265
abaker@mvbbanking.com

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
2025 2025 2024 2025 2024
Second Quarter First
Quarter
Second Quarter
Interest income $ 42,384  $ 43,229  $ 46,127  $ 85,613  $ 96,157 
Interest expense 16,604  16,553  18,557  33,157  38,448 
Net interest income 25,780  26,676  27,570  52,456  57,709 
Provision for credit losses 1,990  177  254  2,167  2,251 
Net interest income after provision for credit losses 23,790  26,499  27,316  50,289  55,458 
Total noninterest income 7,945  7,008  7,142  14,953  14,976 
Noninterest expense:
Salaries and employee benefits 15,801  16,412  15,949  32,213  32,438 
Other expense 12,768  12,289  12,981  25,057  26,683 
Total noninterest expenses 28,569  28,701  28,930  57,270  59,121 
Income before income taxes 3,166  4,806  5,528  7,972  11,313 
Income taxes 1,164  1,247  1,379  2,411  2,662 
Net Income, before noncontrolling interest 2,002  3,559  4,149  5,561  8,651 
Net (income) loss attributable to noncontrolling interest —  18  (60) 18  (80)
Net income available to common shareholders $ 2,002  $ 3,577  $ 4,089  $ 5,579  $ 8,571 
Earnings per share - basic $ 0.16  $ 0.28  $ 0.32  $ 0.43  $ 0.67 
Earnings per share - diluted $ 0.15  $ 0.27  $ 0.31  $ 0.42  $ 0.66 

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Noninterest Income
(Unaudited) (Dollars in thousands)
Quarterly Year-to-Date
2025 2025 2024 2025 2024
Second Quarter First
Quarter
Second Quarter
Card acquiring income $ 498  $ 549  $ 337  $ 1,047  $ 588 
Service charges on deposits 1,075  1,158  1,103  2,233  2,626 
Interchange income 3,080  3,278  2,377  6,358  5,416 
Total payment card and service charge income 4,653  4,985  3,817  9,638  8,630 
Equity method investments income (loss) 2,315  645  484  2,960  (644)
Compliance and consulting income 501  1,274  507  2,274 
Loss on sale of loans (80) (69) —  (149) — 
Investment portfolio gains (losses) (166) (308) 117  (474) 726 
Gain on divestiture activity —  608  —  608  — 
Loss on disposal of assets (15) (342) (12) (357) (66)
Other noninterest income 1,232  988  1,462  2,220  4,056 
Total noninterest income $ 7,945  $ 7,008  $ 7,142  $ 14,953  $ 14,976 

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Condensed Consolidated Balance Sheets
(Unaudited) (Dollars in thousands)
June 30, 2025 March 31, 2025 June 30, 2024
Cash and cash equivalents $ 399,379  $ 251,450  $ 455,517 
Investment securities available-for-sale 396,555  419,617  361,254 
Equity securities 43,923  44,317  41,261 
Loans receivable 2,153,309  2,063,296  2,206,793 
Less: Allowance for credit losses (20,785) (19,165) (22,084)
Loans receivable, net 2,132,524  2,044,131  2,184,709 
Premises and equipment, net 10,877  11,489  19,540 
Other assets 240,750  248,683  225,723 
Total assets $ 3,224,008  $ 3,019,687  $ 3,288,004 
Noninterest-bearing deposits $ 1,050,104  $ 1,033,056  $ 983,809 
Interest-bearing deposits 1,754,319  1,550,742  1,899,043 
Subordinated debt 73,912  73,850  73,663 
Other liabilities 43,358  51,985  34,826 
Total liabilities 2,921,693  2,709,633  2,991,341 
Common stock 13,877  13,798  13,776 
Additional paid-in capital 166,078  165,559  162,880 
Retained earnings 173,350  173,557  165,096 
Accumulated other comprehensive loss (27,869) (26,119) (28,386)
Treasury stock (23,121) (16,741) (16,741)
Noncontrolling interest —  —  38 
Total Stockholders’ equity 302,315  310,054  296,663 
Total liabilities and stockholders’ equity $ 3,224,008  $ 3,019,687  $ 3,288,004 
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Average Balances and Interest Rates
(Unaudited) (Dollars in thousands)
Three Months Ended Three Months Ended Three Months Ended
June 30, 2025 March 31, 2025 June 30, 2024
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 $ 332,265  $ 3,592  4.34  % $ 445,509  $ 4,734  4.31  % $ 380,278  $ 5,065  5.36  %
Investment securities:
     Taxable 305,600  2,828  3.71  327,676  2,757  3.41  252,963  1,905  3.03 
     Tax-exempt 1
96,135  819  3.42  102,681  857  3.38  102,785  684  2.68 
Loans and loans held-for-sale: 2
     Commercial 1,488,610  28,371  7.64  1,492,238  28,020  7.62  1,597,359  30,824  7.76 
     Tax-exempt 1
2,719  29  4.28  2,826  30  4.31  3,261  35  4.32 
     Real estate 538,595  5,826  4.34  546,106  5,862  4.35  563,011  6,391  4.57 
     Consumer 61,022  1,096  7.20  62,956  1,155  7.44  73,531  1,374  7.52 
Total loans 2,090,946  35,322  6.78  2,104,126  35,067  6.76  2,237,162  38,624  6.94 
Total earning assets 2,824,946  42,561  6.04  2,979,992  43,415  5.91  2,973,188  46,278  6.26 
Less: Allowance for credit losses (19,459) (19,630) (22,596)
Cash and due from banks 8,215  6,979  4,528 
Other assets 300,378  327,995  305,644 
     Total assets $ 3,114,080  $ 3,295,336  $ 3,260,764 
Liabilities
Deposits:
     NOW $ 658,490  $ 4,966  3.02  % $ 481,322  $ 3,134  2.64  % $ 465,587  $ 4,139  3.58  %
     Money market checking 358,968  2,284  2.55  335,743  2,092  2.53  400,205  3,337  3.35 
     Savings 117,123  920  3.15  89,924  582  2.62  112,225  944  3.38 
     IRAs 7,414  68  3.68  7,722  81  4.25  7,948  81  4.10 
     CDs 657,367  7,545  4.60  814,782  9,793  4.87  731,337  9,130  5.02 
Repurchase agreements and federal funds sold 4,081  24  2.36  3,167  15  1.92  3,459  0.47 
FHLB and other borrowings —  —  5,115  59  4.68  —  —  — 
Senior term loan3
—  —  —  —  —  —  2,736  114  16.76 
Subordinated debt 73,890  797  4.33  73,828  797  4.38  73,629  808  4.41 
     Total interest-bearing liabilities 1,877,341  16,604  3.55  1,811,603  16,553  3.71  1,797,126  18,557  4.15 
Noninterest-bearing demand deposits 886,657  1,130,900  1,139,070 
Other liabilities 44,021  48,684  36,101 
     Total liabilities 2,808,019  2,991,187  2,972,297 
Stockholders’ equity
Common stock 13,825  13,796  13,731 
Paid-in capital 165,611  164,967  162,518 
Treasury stock (18,029) (16,741) (16,741)
Retained earnings 173,394  170,365  161,709 
Accumulated other comprehensive loss (28,740) (28,275) (32,299)
     Total stockholders’ equity attributable to parent 306,061  304,112  288,918 
Noncontrolling interest —  37  (451)
     Total stockholders’ equity 306,061  304,149  288,467 
     Total liabilities and stockholders’ equity $ 3,114,080  $ 3,295,336  $ 3,260,764 
Net interest spread (tax-equivalent) 2.49  % 2.20  % 2.11  %
Net interest income and margin (tax-equivalent)1
$ 25,957  3.69  % $ 26,862  3.66  % $ 27,721  3.75  %
Less: Tax-equivalent adjustments (177) (186) (151)
Net interest spread 2.47  % 2.17  % 2.09  %
Net interest income and margin $ 25,780  3.66  % $ 26,676  3.63  % $ 27,570  3.73  %
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 15.
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.

12




Six Months Ended Six Months Ended
June 30, 2025 June 30, 2024
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Average
Balance
Interest
Income/
Expense
Yield/
Cost
Assets
Interest-bearing balances with banks $ 388,574  $ 8,326  4.32  % $ 465,086  $ 12,406  5.36  %
Investment securities:
     Taxable 316,577  5,586  3.56  249,527  3,648  2.94 
     Tax-exempt 1
99,050  1,676  3.41  104,547  1,570  3.02 
Loans and loans held-for-sale: 2
     Commercial 1,490,414  56,391  7.63  1,611,822  62,975  7.86 
     Tax-exempt 1
2,772  59  4.29  3,317  72  4.37 
     Real estate 542,330  11,688  4.35  569,579  13,004  4.59 
     Consumer 61,984  2,251  7.32  75,416  2,827  7.54 
Total loans 2,097,500  70,389  6.77  2,260,134  78,878  7.02 
Total earning assets 2,901,701  85,977  5.98  3,079,294  96,502  6.30 
Less: Allowance for loan losses (19,544) (22,427)
Cash and due from banks 7,601  4,967 
Other assets 314,450  320,338 
     Total assets $ 3,204,208  $ 3,382,172 
Liabilities
Deposits:
     NOW $ 589,361  $ 8,100  2.77  % $ 510,558  $ 9,068  3.57  %
     Money market checking 347,420  4,377  2.54  404,484  7,096  3.53 
     Savings 103,599  1,502  2.92  137,918  2,585  3.77 
     IRAs 7,567  149  3.97  7,856  155  3.97 
     CDs 735,639  17,338  4.75  702,974  17,657  5.05 
Repurchase agreements and federal funds sold 3,627  39  2.17  3,205  0.31 
FHLB and other borrowings 2,547  58  4.59  22  5.98 
Senior term loan3
—  —  —  4,736  264  11.21 
Subordinated debt 73,859  1,594  4.35  73,600  1,617  4.42 
     Total interest-bearing liabilities 1,863,619  33,157  3.59  1,845,353  38,448  4.19 
Noninterest-bearing demand deposits 989,138  1,209,132 
Other liabilities 46,339  39,059 
     Total liabilities 2,899,096  3,093,544 
Stockholders’ equity
Common stock 13,811  13,695 
Paid-in capital 165,291  162,025 
Treasury stock (17,389) (16,741)
Retained earnings 171,890  161,322 
Accumulated other comprehensive loss (28,509) (31,429)
     Total stockholders’ equity attributable to parent 305,094  288,872 
Noncontrolling interest 18  (244)
     Total stockholders’ equity 305,112  288,628 
     Total liabilities and stockholders’ equity $ 3,204,208  $ 3,382,172 
Net interest spread (tax-equivalent) 2.39  % 2.11  %
Net interest income and margin (tax-equivalent) 1
$ 52,820  3.67  % $ 58,054  3.79  %
Less: Tax-equivalent adjustments $ (364) $ (345)
Net interest spread 2.36  % 2.09  %
Net interest income and margin $ 52,456  3.65  % $ 57,709  3.77  %
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-GAAP financial measure. See the reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure included in the tables on page 15.
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.
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Selected Financial Data
(Unaudited) (Dollars in thousands, except share and per share data)
Quarterly Year-to-Date
2025 2025 2024 2025 2024
Second Quarter First Quarter Second Quarter
Earnings and Per Share Data:
Net income $ 2,002  $ 3,577  $ 4,089  $ 5,579  $ 8,571 
Earnings per share - basic $ 0.16  $ 0.28  $ 0.32  $ 0.43  $ 0.67 
Earnings per share - diluted $ 0.15  $ 0.27  $ 0.31  $ 0.42  $ 0.66 
Cash dividends paid per common share $ 0.17  $ 0.17  $ 0.17  $ 0.34  $ 0.34 
Book value per common share $ 23.78  $ 23.94  $ 22.94  $ 23.78  $ 22.94 
Tangible book value per common share 1
$ 23.68  $ 23.85  $ 22.70  $ 23.68  $ 22.70 
Weighted-average shares outstanding - basic 12,912,113  12,948,178  12,883,426  12,930,046  12,847,191 
Weighted-average shares outstanding - diluted 13,121,436  13,181,213  13,045,660  13,151,616  13,058,791 
Performance Ratios:
Return on average assets 2
0.3  % 0.4  % 0.5  % 0.3  % 0.5  %
Return on average equity 2
2.6  % 4.7  % 5.7  % 3.7  % 5.9  %
Net interest margin 3 4
3.69  % 3.66  % 3.75  % 3.67  % 3.79  %
Efficiency ratio 5
84.7  % 85.2  % 83.3  % 85.0  % 81.3  %
Overhead ratio 2 6
3.7  % 3.5  % 3.5  % 3.6  % 3.5  %
Equity to assets 9.4  % 10.3  % 9.0  % 9.4  % 9.0  %
Asset Quality Data and Ratios:
Charge-offs $ 628  $ 1,387  $ 1,538  $ 2,015  $ 3,688 
Recoveries $ 445  $ 530  $ 688  $ 975  $ 1,523 
Net loan charge-offs to total loans 2 7
—  % 0.2  % 0.2  % 0.1  % 0.2  %
Allowance for credit losses $ 20,785  $ 19,165  $ 22,084  $ 20,785  $ 22,084 
Allowance for credit losses to total loans 8
0.97  % 0.93  % 1.00  % 1.00  % 0.97  % 1.00  %
Nonperforming loans $ 21,055  $ 20,272  $ 23,099  $ 21,055  $ 23,099 
Nonperforming loans to total loans 1.0  % 1.0  % 1.0  % 1.0  % 1.0  %
Mortgage Company Equity Method Investees Production Data9:
Mortgage pipeline $ 1,128,738  $ 1,078,835  $ 927,875  $ 1,128,738  $ 927,875 
Loans originated $ 1,352,603  $ 1,310,702  $ 1,383,405  $ 2,663,305  $ 2,433,494 
Loans closed $ 882,361  $ 888,022  $ 828,849  $ 1,770,383  $ 1,482,155 
Loans sold $ 699,036  $ 644,683  $ 639,035  $ 1,343,718  $ 1,555,150 
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 15
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 Ratio of charge-offs, less recoveries to total loans.
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.



14


Non-U.S. GAAP Reconciliation: Net Interest Income and Net Interest Margin on a Fully Tax-Equivalent Basis
The following table reconciles, for the periods shown below, net interest income and net interest margin on a fully tax-equivalent basis:
Three Months Ended Six Months Ended
(Dollars in thousands) June 30, 2025 March 31, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Net interest margin - U.S. GAAP basis
Net interest income $ 25,780  $ 26,676  $ 27,570  $ 52,456  $ 57,709 
Average interest-earning assets $ 2,824,946  $ 2,979,992  $ 2,973,188  $ 2,901,701  $ 3,079,294 
Net interest margin 3.66  % 3.63  % 3.73  % 3.65  % 3.77  %
Net interest margin - non-U.S. GAAP basis
Net interest income $ 25,780  $ 26,676  $ 27,570  $ 52,456  $ 57,709 
Impact of fully tax-equivalent adjustment 177  186  151  364  345 
Net interest income on a fully tax-equivalent basis $ 25,957  $ 26,862  $ 27,721  $ 52,820  $ 58,054 
Average interest-earning assets $ 2,824,946  $ 2,979,992  $ 2,973,188  $ 2,901,701  $ 3,079,294 
Net interest margin on a fully tax-equivalent basis 3.69  % 3.66  % 3.75  % 3.67  % 3.79  %

Non-U.S. GAAP Reconciliation: Tangible Book Value per Common Share and Tangible Common Equity Ratio
(Unaudited) (Dollars in thousands, except per share data)
June 30, 2025 March 31, 2025 June 30, 2024
Tangible Book Value per Common Share
Goodwill $ 1,200  $ 1,200  $ 2,838 
Intangibles —  —  307 
Total intangibles $ 1,200  1,200  3,145 
Total equity attributable to parent $ 302,315  310,054  296,625 
Less: Total intangibles (1,200) (1,200) (3,145)
Tangible common equity $ 301,115  $ 308,854  $ 293,480 
Tangible common equity $ 301,115  $ 308,854  $ 293,480 
Common shares outstanding (000s) 12,715  12,950  12,928 
Tangible book value per common share $ 23.68  $ 23.85  $ 22.70 
Tangible Common Equity Ratio
Total assets $ 3,224,008  $ 3,019,687  $ 3,288,004 
Less: Total intangibles (1,200) (1,200) (3,145)
Tangible assets $ 3,222,808  $ 3,018,487  $ 3,284,859 
Tangible assets $ 3,222,808  $ 3,018,487  $ 3,284,859 
Tangible common equity $ 301,115  $ 308,854  $ 293,480 
Tangible common equity ratio 9.3  % 10.2  % 8.9  %

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