MVB Financial (Nasdaq: MVBF) details Q4 2025 growth, capital and fintech push

Rhea-AI Filing Summary

MVB Financial Corp. furnished an investor presentation outlining Q4 2025 performance, balance sheet trends, and strategic initiatives. Net interest income on a fully tax-equivalent basis rose 6.5%, with net interest margin improving by 16 basis points to 3.71%. Loans grew $83.8 million, or 3.7% from the prior quarter and $243.0 million, or 11.6% from the prior year, while noninterest-bearing deposits represented 40.3% of total deposits.

Noninterest expenses fell $1.8 million, or 5.5% from the prior quarter and $2.1 million, or 6.4% from the fourth quarter of 2024. Tangible book value per share reached $26.17, up 0.73% from Q3 2025 and reflecting a 9.5% compound annual growth rate since 2019. The company repurchased 479,069 shares, or roughly 4% of outstanding shares, in 2025 and paid $8.7 million in common dividends, extending its streak to 42 consecutive quarters.

The presentation highlights growth in payments, with payments revenue reaching $583 thousand in 2025 and a 46% compound annual growth rate since 2021, and deposits of its payments-focused vehicle averaging $11,534 thousand with 102% compound annual growth since 2021. MVB reports strong capital metrics, including a 10.1% tangible common equity to tangible assets ratio, an 11.1% bank leverage ratio, and a 14.5% total risk-based capital ratio for 2025. The company also details a fintech partnership pipeline of 52 opportunities and ongoing implementation of artificial intelligence and automation to enhance risk management and operational efficiency.

FALSE000127790200012779022026-02-132026-02-13

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): February 13, 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.

MVB Financial Corp. (“MVB”) hereby furnishes slides for use in connection with investor presentations. The slides are attached hereto as Exhibit 99.1. These slides will be available on MVB’s website at ir.mvbbanking.com.

The information furnished by MVB pursuant to this Item 7.01, including Exhibit 99.1, 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.

99.1    Slides presented by MVB Financial Corp. to investors on or after February 13, 2026

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: February 13, 2026

1 INVESTOR PRESENTATION Q 4 2 0 2 5 M V B – F 1 : S U C C E S S L O V E S S P E E D

2 MVB Financial Corp. (“MVB” or the “Company”) 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 earnings 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 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 financial technology companies; competition; unforeseen events, such as pandemics or natural disasters, and any governmental or societal responses thereto, changes in economic, business, and political conditions; changes in demand for loan products and deposit flow; changes in deposit classifications, operational risks and risk management failures; and government regulation and supervision. Further, we urge you to carefully review and consider the cautionary statements and disclosures, specifically those made in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), filed with the Securities and Exchange Commission ("SEC") on March 13, 2025, and from time to time, in our other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the stated report. Except to the extent required by law, we undertake no obligation to update any forward-looking statements in order to reflect any event or circumstance occurring after the date of this report or currently unknown facts or conditions or the occurrence of unanticipated events. All forward-looking statements are qualified in their entirety by this cautionary statement. 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. The Company uses certain non-GAAP financial measures, such as tangible book value per share and tangible common equity to tangible assets, to provide information useful to investors in understanding the Company’s operating performance and trends and to facilitate comparisons with the performance of the Company’s peers. The non-GAAP financial measures used may differ from the non-GAAP financial measures other financial institutions use to measure their results of operations. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with U.S. GAAP. Reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures are provided in the Appendix to this Presentation. Forward-Looking Statements

3 New Horizons: Driving Forward with Optimism

4 MVB’s Strategy on a Page (SOAP) We started anticipating and leading change. We turned plans into action. Trust Commitment TeamworkRespect, Love & Caring Adaptive Compliance and Risk Management Talent and Culture Operational Excellence Our Why To positively impact people’s financial lives, one life at a time Purpose Trusted partners on the financial frontier, committed to your success Fintech Sponsorship Lending Strategic M&A Backer of FintechsBuilder of FintechsBanker of Choice to FintechsBanking That’s Tech-Forward Payments CoRe Lending & Deposits Client and Partner Relationships Banking as a Service Gaming

5 Source: Company documents and SEC Filings Q4 2025 Key Highlights • Net interest income on a fully tax-equivalent basis up 6.5% • Net interest margin on a fully tax-equivalent basis up 16 basis points to 3.71% • Strong loan growth of $83.8 million, or 3.7%, from the prior quarter and $243.0 million, or 11.6%, from the prior year • Noninterest bearing deposits represent 40.3% of total deposits • Payment card and service charge income up 19.4% • Noninterest expenses decreased $1.8 million, or 5.5% from prior quarter and $2.1 million, or 6.4% from the fourth quarter of 2024 • Tangible book value per share increased to $26.17, a 0.73% increase from Q3 2025

6 Strong Insider Support and Opportunistically Repurchasing Shares $10.2M 479,069 shares, or ~4% of outstanding shares, repurchased in 2025 $516K 29,197 shares purchased YTD 12/31/2025 YTD Insider Stock Purchases $8.7M 42 consecutive quarters of dividends paid YTD Common Dividends Paid Source: Company documents and SEC Filings Share Repurchase Activity (Year-to-date through 12/31/2025) Authorized new $10M share repurchase plan in October 2025

7 Payments: A Modern Platform of Capabilities Money Movement of Any Kind

8 MVB Fintech Banking Growth Vehicles Banking-as-a-Service GamingPayments ▪ ACH, Wire, RTP ▪ Acquiring & Issuing ▪ Payment & money movement programs ▪ Deposit accounts ▪ Money movement / payment solutions ▪ Deposit accounts ▪ Money movement / payment solutions ▪ Partnership with Victor Technologies, through Jack Henry, provides tech- forward payment solutions ▪ Robust risk and compliance ▪ Continued growth of Fintech and embedded finance solutions in market ▪ Expand products & services with existing clients ▪ Opportunistically grow client base ▪ Continued adoption / legalization of online gaming ▪ Growth of prediction markets Services Select Partners Growth Drivers

9 Growth of MVB’s Payments Focused Vehicle Source: Company documents and SEC Filings. $128 $170 $331 $478 $583 2021 2022 2023 2024 2025 46% CAGR Payments Revenue ($ Thousands) Deposits of Payments Vehicle (period average) ($ Millions) $695 $1,495 $4,760 $7,670 $11,534 2021 2022 2023 2024 2025 102% CAGR

10 Fintech Pipeline Summary Finalizing Terms 24 Implementation (Signed MSA or LOI) 15 Testing 10 Launched* 4 Partner Type Service Launch Testing Phase: 1. Disbursements Money Movement Q1 2026 2. Cross Border Payments Money Movement Q1 2026 3. Merchant Acquirer Check Services Q1 2025 4. Loyalty Reward Incentive Issuing Q1 2026 5. Pay By Bank Issuing Q1 2026 6. Major Retailer Issuing Q1 2025 7. Merchant Acquirer Acquiring Q1 2026 8. Merchant Acquirer Acquiring Q1 2026 9. Merchant Acquirer Acquiring Q1 2026 Launched: 1. Pay by Bank Network Money Movement Q4 2025 2. Global Payments Provider (Fortune 500) Acquiring Q2 2025 3. Leading Neo-Bank Earned Wage Access Q4 2025 Strong pipeline of 52 Fintech partnership opportunities across Issuing, Acquiring, Money Movement, Gaming and Digital Assets Summary of Advanced-Stage Fintech Pipeline (# of Opportunities) Data as of January 27, 2026 * Represents partners launched since June 30, 2025 Recent / Anticipated Launches (New Partners or Products)

11 Deposits

12 Source: Company documents and SEC Filings $1,697 $1,145 $733 Off Balance Sheet Total Noninterest-bearing Deposits Total Interest-bearing Deposits $3,575 Deposits ($ Millions) Strong Funding and Liquidity Position $244 $209 $733 $702 $180 $67 Liquidity Sources ($ Millions) Cash and Cash Equivalents Unpledged Investment Securities Off Balance Sheet Custodial Deposits FHLB Borrowing Capacity Fed Discount Window Funds Unsecured Funding and Other Wholesale Funding Options $2,135 $2,842 On-Balance Sheet Deposits 6% CAGR in Total Deposits Since 2021 40% Noninterest-bearing Deposits / Total Deposits Data as of December 31, 2025

13 On Balance Sheet Deposit Composition Deposits by Source CoRe* 58% Fintech 42% Title (C) 3% Speciality (C) 10% Retail (C) 14% Commercial (C) 22% Public Funds (C) 9% Gaming (F) 6% Digital Assets (F) 1% Payments (F) 23% BaaS (F) 12% Diversified Deposit Base with Fintech and CoRe Bank Deposits Source: Company documents and SEC Filings. *Commercial and Retail. (F) – Fintech deposits. (C) – CoRe deposits. Data as of December 31, 2025

14 Continued Remix of Deposit Portfolio with Future Repricing Opportunities Source: Company documents and SEC Filings $158 $81 $30 $6 $66 $4 $13 Q1 2026 Q2 2026 Q3 2026 Q4 2026 Retail CDs Brokered Deposits 4.52% 4.01% 4.09% 3.11% Wtd. Avg. Rate ▪ $357 million of CDs repricing over the next 4 quarters with a weighted average rate of 4.32% ▪ $66 million of brokered CDs maturing in Q1 2026 with a weighted average rate of 4.78% $339 $328 $315 $287 $277 $496 $405 $305 $305 $305 12/31/2024 Q1 2025 Q2 2025 Q3 2025 12/31/2025 Retail CDs Brokered Deposits Upcoming CD Maturities ($ Millions) CD Balances ($ Millions)

15 Loan Portfolio & Asset Quality

16 Strong Loan Growth Source: Company documents and SEC Filings $2,100 $2,063 $2,153 $2,259 $2,343 2024 3/31/2025 6/30/2025 9/30/2025 12/31/2025 Gross Loans ($ Millions) ▪ ~12.0% loan growth in 2025 ▪ Recently hired government contract lending team focused on Northern VA / DC market

17 Loan Portfolio Composition Loan Portfolio by Industry Source: Company Documents. Commercial Business 20.2% Home Equity 0.4% Commercial Real Estate 38.7% Owner Occupied Real Estate 9.2% Acquisition & Development 5.0% Residential 25.6% Consumer 1.0% Other 17.1% Office Space 4.1% Commercial Construction 2.4% Healthcare 27.8% Auto 2.8% Multifamily 3.5% Residential 27.7% Government 0.9% Energy 2.6% Financial 4.0% Retail Space 7.0% Diversified Loan Portfolio – 12/31/2025 293% CRE Concentration Ratio 2.3% Percentage of Non-OO Office to Total Loans

18 0.95% 0.47% 0.36% 1.17% 1.30% 0.00% 0.40% 0.80% 1.20% 1.60% 2021 2022 2023 2024 2025 Non-Performing Loans / Total Loans 0.08% 0.36% 0.40% 0.20% 0.26% 0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 2021 2022 2023 2024 2025 MVBF - Auto MVBF - Non-Auto MVBF - Total NCOs / Average Loans Source: Company documents, SEC filings and S&P Global Market Intelligence. Peers are defined in the 2024 Proxy Statement. Peer data reflects the most recent data publicly available. Non-Performing Loans ($ Millions) Consistently Strong Asset Quality Through Cycles ▪ Non-performing loan balance primarily comprised of well-secured real estate loans ▪ Proactively charged off certain non-performing C&I and SBA loans in Q4 ▪ Quarter-over-quarter decrease in classified and criticized loans Wtd. Avg. LTV 51% 64% CRE $13.9 1-4 Family Residential/HELOC $7.8 SBA (7a & 504) $4.6 C&I $4.2 Auto $0.2

19 Capital Strength

20 8.3% 8.6% 9.7% 10.1% 2022 2023 2024 2025 Consolidated Tangible Common Equity / Tangible Assets (%) (1) 9.8% 10.5% 11.2% 11.1% 2022 2023 2024 2025 Bank Leverage Ratio (%) Source: Company documents. (1) TCE/TA is for the Holding Company and is a non-GAAP financial measure. A reconciliation of non-GAAP financial measures are included in the Appendix. All other capital ratios presented are from the Bank. Strong Capital Position 13.4% 15.1% 15.8% 14.5% 2022 2023 2024 2025 Bank Total Risk-Based Capital Ratio (%) ▪ Robust capital position provides opportunity for continued balance sheet growth and optimization ▪ Completed AFS securities repositioning in Q3 2025, enhancing future earnings ▪ Authorized $10 million share repurchase program in October 2025 9.0% Community Bank Leverage Ratio Threshold

21 Tangible Book Value per Share Growth Source: Company documents and SEC Filings $15.20 $19.73 $22.17 $20.25 $22.43 $23.37 $26.17 $14.00 $16.00 $18.00 $20.00 $22.00 $24.00 $26.00 $28.00 2019 2020 2021 2022 2023 2024 2025 Tangible Book Value per Share 9.5% CAGR Dividend paid per share $0.26 $0.36 $0.51 $0.68 $0.68 $0.68 $0.68 $3.85 per share paid in common dividends since 2019

22 AI Implementation Operational Excellence

23 Implementing AI and Automation to Drive Efficiency Digital Worker Pilot: Partnering with The Lab and WorkFusion to build and begin deploying digital workers Expansion Phase: Continued expansion of digital workers across HR, Accounting, Operations, Risk, Compliance, and Lending; 2H 2025 1H 2026 2H 2025 1H 2025 1H 2025 Data & AI Partners: ✓ ✓ ✓ We are hereUpgraded Transaction Monitoring: Implemented AI-driven Risk Canvas for transaction monitoring Established Data & AI Center of Operational Excellence: Hired Head of Automation and AI; Formed dedicated AI and Business Transformation team; AI University AI Expansion Onboarded Claude as an Enterprise AI model. Limited rollout of an AI Desktop Assistant Implemented AI tools developed internally for Risk, HR, and IT ✓

24 Risk Management Strength and Capabilities Teams 2021 2022 2023 2024* 2025 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Risk Management 10 12 11 14 16 22 23 24 24 24 30 27 32 35 30 25 25 27 27 27 BSA/AML (MVB) 17 19 18 18 18 18 18 18 23 31 50 59 50 60 62 60 56 61 59 54 BSA/AML (Co-sourced FTEs) 5 12 15 17 19 23 22 21 16 17 17 17 41 60 34 27 33 27 24 24 Consumer Compliance 3 3 3 3 3 4 5 5 6 6 7 7 7 8 8 8 9 9 7 6 Total Risk Staffing: 35 46 47 52 56 67 68 68 69 78 104 110 130 160 134 120 123 124 117 111 0 20 40 60 80 100 120 140 160 180 Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Risk Management BSA/AML (MVB) BSA/AML (Co-sourced FTEs) Consumer Compliance 35 111 * Included various short-term initiatives and projects implemented throughout the year

25 Appendix Non-GAAP Reconciliations

26 Source: Company documents. Tangible Book Value per Common Share and Tangible Common Equity Ratio (%) (Dollars in thousands) 2019 2020 2021 2022 2023 2024 2025 Goodwill $ 19,630 $ 2,350 $ 3,988 $ 3,988 $ 2,838 $ 2,838 $ 1,200 Intangibles 3,473 2,400 2,316 1,631 352 262 -- Total intangible assets $ 23,103 $ 4,750 $ 6,304 $ 5,619 $ 3,190 $ 3,100 $ 1,200 Total equity attributable to parent $ 211,936 $ 239,483 $ 274,328 $ 261,084 $ 289,342 $ 305,679 $ 333,968 Less: Preferred stock (7,334) (7,334) -- -- -- -- -- Less: Total intangible assets (23,103) (4,750) (6,304) (5,619) (3,190) (3,100) (1,200) Total tangible common equity $ 181,499 $ 227,399 $ 268,024 $ 255,465 $ 286,152 $ 302,579 $ 332,768 Total assets $ 1,944,114 $ 2,331,476 $ 2,792,449 $ 3,068,860 $ 3,313,882 $ 3,128,704 $ 3,308,918 Less: Total intangible assets (23,103) (4,750) (6,304) (5,619) (3,190) (3,100) (1,200) Total tangible assets $ 1,921,011 $ 2,326,726 $ 2,786,145 $ 3,063,241 $ 3,310,692 $ 3,125,604 $ 3,307,718 Tangible common equity to tangible assets 9.5% 9.8% 9.6% 8.3% 8.6% 9.7% 10.1% Tangible common equity $ 181,499 $ 227,399 $ 268,024 $ 255,465 $ 286,152 $ 302,579 $ 332,768 Common shares outstanding (000s) 11,944 11,526 12,087 12,618 12,758 12,945 12,716 Tangible book value per common share $ 15.20 $ 19.73 $ 22.17 $ 20.25 $ 22.43 $ 23.37 $ 26.17 Appendix: Non-GAAP Reconciliation

FAQ

What were the key Q4 2025 performance highlights for MVBF?

MVB Financial reported 6.5% growth in fully tax-equivalent net interest income and a 16-basis-point improvement in net interest margin to 3.71%. Loans increased 11.6% year over year, while noninterest-bearing deposits reached 40.3% of total deposits, supporting funding stability and earnings momentum.

How did MVBF’s loans and deposits change by the end of 2025?

Gross loans reached $2,343 million at December 31, 2025, up about 12.0% during 2025. Total deposits were $3,575 million, supported by a diversified mix across commercial, retail, fintech, gaming, and payments relationships, including 40% noninterest-bearing balances that help manage funding costs.

What does the MVBF investor presentation say about payments and fintech growth?

Payments revenue rose to $583 thousand in 2025, reflecting a 46% compound annual growth rate since 2021, while deposits in the payments-focused vehicle averaged $11,534 thousand with 102% compound annual growth. The company also reports a fintech pipeline of 52 advanced-stage partnership opportunities across issuing, acquiring, money movement, gaming, and digital assets.

How strong is MVB Financial’s capital and tangible book value position?

For 2025, MVB Financial reported a tangible common equity to tangible assets ratio of 10.1%, a bank leverage ratio of 11.1%, and a total risk-based capital ratio of 14.5%. Tangible book value per share increased to $26.17, reflecting a 9.5% compound annual growth rate since 2019.

What share repurchases and dividends did MVBF report for 2025?

In 2025, MVB Financial repurchased 479,069 shares, or about 4% of outstanding shares, under its share repurchase program. The company paid $8.7 million in common dividends and has now delivered 42 consecutive quarters of dividends, totaling $3.85 per share since 2019.

How is MVB Financial using AI and automation according to the presentation?

MVB Financial describes a multi-phase AI and automation strategy, including a digital worker pilot with partners The Lab and WorkFusion, upgraded AI-driven transaction monitoring, an internal Data & AI Center of Operational Excellence, deployment of an enterprise AI model, and internally developed AI tools for risk, HR, and IT functions.

What does MVBF report about asset quality and credit performance?

The company highlights consistently strong asset quality, with non-performing loans equal to 1.30% of total loans in 2025 and net charge-offs of 0.26% of average loans. Non-performing balances are primarily secured by real estate, and management notes proactive charge-offs and a decline in classified and criticized loans quarter over quarter.

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