[8-K] MVB Financial Corp. Reports Material Event

Rhea-AI Filing Summary

The Hartford Insurance Group, Inc. (HIG) filed Post-Effective Amendment No.1 to its July 2020 Form S-8 to align with the newly approved Hartford 2025 Long Term Incentive Stock Plan. Shareholders approved the 2025 plan on May 21 2025, ending new grants under the 2020 Stock Incentive Plan. All 11,250,000 shares previously registered—plus any shares that later return through forfeiture, cash-settlement or expiration—may now be issued under the 2025 plan. No additional securities are registered; the filing only revises the plan of distribution.

• Effective date for plan transition: May 21 2025.
• Unissued & recycled shares from the 2020 plan migrate to the 2025 plan.
• Standard incorporation-by-reference, indemnification and exhibit updates included.

The amendment is procedural and does not alter HIG’s capital structure, financials or guidance. Impact to investors is therefore minimal.

Insights

Corporate Governance Analyst

TL;DR: Procedural S-8 amendment shifts unused 2020 plan shares to 2025 LTIP; no new dilution, neutral investor impact.

This filing is an administrative update required when a company adopts a new equity compensation plan. It simply repurposes already registered shares, ensuring compliance with SEC rules and avoiding the expense of a new registration. Because no additional shares are registered and existing awards remain intact, dilution risk is unchanged. The amendment reflects sound governance—obtaining prior shareholder approval and updating legal opinions—but carries neutral financial impact. Investors should note that future share issuance under the 2025 plan will still come from the original 11.25 million-share pool, maintaining previously disclosed overhang levels.

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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