FALSE000127790200012779022026-04-012026-04-01
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): | April 1, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on April 1, 2026, Michael L. Giorgio was appointed as the Chief Operating Officer of MVB Financial Corp. (the "Company") and its wholly-owned bank subsidiary, MVB Bank, Inc., in addition to his current Chief Information Officer position, effective April 1, 2026.
No changes were made to Mr. Giorgio's employment agreement or entry into any other compensation plan or arrangement in connection with this appointment. Biographical information for Mr. Giorgio can be found in the Company’s definitive proxy statement for its 2026 annual meeting of shareholders filed with the Securities and Exchange Commission on April 7, 2026, and is incorporated herein by reference.
Mr. Giorgio has no family relationships with any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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: April 7, 2026
