MVB Financial (NASDAQ: MVBF) adds Warp Speed 2025 statements in 10-K/A

Rhea-AI Filing Summary

MVB Financial Corp. filed Amendment No. 1 to its annual report to add separate financial statements for Warp Speed Holdings, LLC, which became significant under Rule 3-09 of Regulation S-X for the year ended December 31, 2025. These audited and unaudited Warp Speed statements are included as Exhibit 99.1.

The amendment also updates the exhibits section to add a new auditor consent and fresh CEO and CFO certifications. It does not revise any other information from the original annual report. As of March 11, 2026, MVB had 12,844,813 common shares outstanding.

Key Figures

Non-affiliate market value: $262.3 million Share price reference: $22.53 per share Shares outstanding: 12,844,813 shares +1 more

4 metrics

Non-affiliate market value $262.3 million Based on $22.53 share price on June 30, 2025

Share price reference $22.53 per share Closing price on Nasdaq Capital Market on June 30, 2025

Shares outstanding 12,844,813 shares Common stock outstanding as of March 11, 2026

Warp Speed financial years covered 2023–2025 Audited 2025 and unaudited 2024, 2023 statements included

Key Terms

Rule 3-09 of Regulation S-X, Section 404(b) of the Sarbanes-Oxley Act, Interactive Data File, XBRL Instance Document, +2 more

6 terms

Rule 3-09 of Regulation S-X regulatory

"Warp Speed was significant under Rule 3-09 of Regulation S-X"

Section 404(b) of the Sarbanes-Oxley Act regulatory

"assessment of the effectiveness of its internal control over financial reporting under Section 404(b)"

Interactive Data File technical

"submitted electronically every Interactive Data File required to be submitted"

XBRL Instance Document technical

"101.INS | XBRL Instance Document | Annual Report"

emerging growth company regulatory

"“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Capital Market market

"as reported on the Nasdaq Capital Market, the aggregate market value"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

How to Read a 10-K Annual Report →

10-K/A☒December 31, 2025December 31☐001-38314The Nasdaq Stock Market LLC301 Virginia AvenueFairmontWV304363-4800Accelerated filer☐☐00012779022025FYFALSEiso4217:USDxbrli:shares00012779022025-01-012025-12-3100012779022025-06-3000012779022026-03-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A (Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-38314

MVB Financial Corp.

(Exact name of registrant as specified in its charter)

West Virginia

20-0034461

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

301 Virginia Avenue, Fairmont, WV

26554

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (304) 363-4800

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 Per Share

MVBF

The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

Based upon the closing price of the common shares of the registrant on June 30, 2025 of $22.53 as reported on the Nasdaq Capital Market, the aggregate market value of the common shares of the registrant held by non-affiliates during that time was $262.3 million. For this purpose, certain executive officers and directors

are considered affiliates. This calculation does not reflect a determination that such persons are affiliates for any other purpose.

As of March 11, 2026, the registrant had 12,844,813 shares of common stock outstanding with a par value of $1.00 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

EXPLANATORY NOTE

On March 12, 2026, MVB Financial Corp. (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2025 with the Securities and Exchange Commission (the “Original Filing”).

This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of the Company is being filed solely to amend Item 15(c) of Part IV of the Original Filing to include the separate financial statements of Warp Speed Holdings, LLC (“Warp Speed”) as required under Rule 3-09 of Regulation S-X (“Rule 3-09”). The financial statements of Warp Speed for its fiscal year ended December 31, 2025 were not available at the time the Company filed the Original Filing. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1.

Warp Speed was significant under Rule 3-09 for the fiscal years ended December 31, 2025, but not for the fiscal years ended December 31, 2024 and 2023. As a result, under Rule 3-09, we have included in this Amendment No. 1 audited consolidated financial statements for the fiscal year ended December 31, 2025 and unaudited consolidated financial statements for the years ended December 31, 2024 and 2023.

Part IV, Item 15 is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. This Amendment No. 1 also updates, amends and supplements Part IV, Item 15 of the Original Filing to include, among other items, the filing of new certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rules 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended. This Amendment No. 1 does not change any other information set forth in the Original Filing. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the accountants’ consent for Warp Speed and certifications required to be filed as exhibits hereto.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial and informational statements of the registrant are included in the Company’s Annual Report on Form 10-K filed on March 12, 2026:

(a)(1)			Financial Statements
			Report of Independent Registered Public Accounting Firm Opinion on the Consolidated Financial Statements
			Report of Independent Registered Public Accounting Firm Opinion on Internal Control over Financial Reporting
			Consolidated Balance Sheets at December 31, 2025 and 2024
			Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023
			Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
			Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023
			Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
			Notes to Consolidated Financial Statements
			Management’s Annual Report on Internal Control over Financial Reporting
(b)			Exhibits
			Exhibits filed with this Annual Report on Form 10-K/A (Amendment No.1) pursuant to Item 601 of Regulation S-K are attached hereto. For a list of such exhibits, refer to the “Exhibit Index” below. These exhibits should be read in conjunction with Item 15 of the Company’s Annual Report on Form 10-K filed on March 12, 2026.

EXHIBIT INDEX

Exhibit Number

Description

Exhibit Location

23.2

Consent of Independent Registered Public Accounting Firm

Filed herewith

31.3

Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

Filed herewith

31.4

Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

Filed herewith

32.2*

Certificate of Principal Executive Officer & Principal Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002

Filed herewith

99.1

Financial Statements of Warp Speed for the year ended December 31, 2025

Filed herewith

101.INS

XBRL Instance Document

Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein

101.SCH

XBRL Taxonomy Extension Schema

Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein

101.DEF

XBRL Taxonomy Extension Definition Linkbase

Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein

101.LAB

XBRL Taxonomy Extension Label Linkbase

Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein

(*) In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.2 hereto are deemed to accompany this Form 10-K/A and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
						MVB Financial Corp.
Date:			March 31, 2026			By:			/s/ Larry F. Mazza
									Larry F. Mazza
									CEO, President and Director
									(Principal Executive Officer)

FAQ

What is the purpose of MVB Financial (MVBF) filing Amendment No. 1 to its annual report?

Amendment No. 1 adds separate financial statements for Warp Speed Holdings, LLC, which was significant under Rule 3-09 of Regulation S-X for 2025. The amendment mainly supplements Item 15 with these statements and related exhibits, without changing other information in the original annual report.

Who is Warp Speed Holdings, LLC in relation to MVB Financial (MVBF)?

Warp Speed Holdings, LLC is an entity whose financial statements must be included with MVB Financial’s annual report under Rule 3-09 of Regulation S-X. Warp Speed was significant for the fiscal year ended December 31, 2025, prompting MVB to file audited and unaudited Warp Speed financial statements.

What new exhibits does MVB Financial (MVBF) add in this 10-K/A amendment?

The amendment adds several exhibits, including a consent of the independent registered public accounting firm, updated CEO and CFO certifications under Section 302 and 906 of the Sarbanes-Oxley Act, and the financial statements of Warp Speed for the year ended December 31, 2025 as Exhibit 99.1.

Does this MVB Financial (MVBF) amendment change previously reported 2025 financial results?

The amendment does not change any other information from the original annual report. It solely supplements Item 15 by including Warp Speed’s financial statements, a related auditor consent, and new executive certifications, leaving the previously filed consolidated financial statements and disclosures unchanged.

How many MVB Financial (MVBF) shares were outstanding after this amendment?

As of March 11, 2026, MVB Financial had 12,844,813 shares of common stock outstanding with a par value of $1.00 per share. This share count is disclosed on the cover and serves as context for investors reviewing the updated annual report and exhibits.

What was the market value of MVB Financial (MVBF) non-affiliate shares referenced in the report?

Based on a June 30, 2025 Nasdaq Capital Market closing price of $22.53 per share, the aggregate market value of common shares held by non-affiliates was $262.3 million. Certain executive officers and directors are treated as affiliates solely for this calculation, without affecting other determinations.