MVB Financial (MVBF) plans full redemption of $40M 4.25% subordinated notes

Rhea-AI Filing Summary

MVB Financial Corp. plans to redeem all of its $40.0 million 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030. The redemption price will be 100% of principal plus accrued and unpaid interest up to, but excluding, the anticipated redemption date of March 1, 2026.

Holders of the notes will receive formal redemption notices with the final price and detailed instructions for completing the process.

Insights

Bank capital structure analyst

MVB is retiring $40M of subordinated notes ahead of 2030 maturity.

MVB Financial Corp. intends to redeem all $40.0 million of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030. The notes will be redeemed at 100% of principal, plus accrued and unpaid interest to the anticipated March 1, 2026 redemption date.

Early redemption removes this specific layer of subordinated debt from the capital stack. The filing does not detail how the redemption will be funded or the impact on capital ratios, so the overall effect on balance sheet strength and profitability will depend on future disclosures.

Noteholders are to receive formal redemption notices with the final redemption price and instructions. Those documents will define the precise cash flows and timing for each holder as the March 1, 2026 redemption date approaches.

FALSE000127790200012779022026-01-282026-01-28

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): January 28, 2026

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 7.01.    Regulation FD Disclosure.

On January 28, 2026, MVB Financial Corp., the holding company for MVB Bank Inc., gave notice of its intent to redeem all of the $40.0 million aggregate principal amount of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The redemption price for the Notes will be equal to 100% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date, anticipated to be March 1, 2026. In accordance with the terms of the Notes, holders will receive notice of the redemption, the redemption price and further instructions and details related to the process of such redemption.

The information furnished by MVB pursuant to this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

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: January 28, 2026

FAQ

What did MVB Financial Corp. (MVBF) announce in this 8-K?

MVB Financial Corp. announced its intent to redeem all of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030. The total aggregate principal amount is $40.0 million, and the redemption is anticipated to occur on March 1, 2026, subject to standard notice procedures.

What is the size of the subordinated notes MVB Financial Corp. plans to redeem?

MVB Financial Corp. plans to redeem $40.0 million aggregate principal amount of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030. This full principal amount will be repaid at par, in addition to accrued and unpaid interest up to, but excluding, the redemption date.

At what price will MVB Financial Corp. redeem its subordinated notes?

The subordinated notes will be redeemed at 100% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest. Interest will accrue to, but exclude, the anticipated redemption date of March 1, 2026, according to the company’s disclosure.

When is the anticipated redemption date for MVB Financial Corp.’s subordinated notes?

The anticipated redemption date for MVB Financial Corp.’s 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 is March 1, 2026. Holders will receive formal notice specifying the redemption date, final redemption price, and additional instructions related to the redemption process.

What interest rate applies to the MVB Financial Corp. notes being redeemed?

The notes MVB Financial Corp. intends to redeem carry a 4.25% Fixed-to-Floating interest rate and mature in 2030. The company plans to redeem the full $40.0 million principal at par, plus accrued and unpaid interest up to the anticipated March 2026 redemption date.

Will MVB Financial Corp. provide further details to noteholders about this redemption?

Yes. MVB Financial Corp. stated that holders will receive formal notice of the redemption. That communication will include the redemption price and detailed instructions and information about the process to complete redemption of the 4.25% subordinated notes due 2030.