MVB Financial redeems $40M subordinated notes

MVB Financial Corp. reported that on March 2, 2026 it redeemed all of its $40.0 million aggregate principal amount of 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030.

Rhea-AI Filing Summary

MVB Financial Corp. reported that on March 2, 2026 it redeemed all of its $40.0 million aggregate principal amount of 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030. These notes bore a variable rate of 7.67% as of March 2, 2026 and were structured to qualify as Tier 2 regulatory capital.

The redemption was funded using a combination of MVB’s $20.0 million revolving line of credit and cash on hand, reflecting a change in the company’s capital and funding mix.

Insights

Bank capital structure analyst

MVB refinances higher-cost subordinated debt using a revolver and cash.

MVB Financial Corp. redeemed $40.0 million of 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030, which carried a floating rate of 7.67% as of March 2, 2026 and qualified as Tier 2 capital. This removes an interest-bearing subordinated debt layer from its capital stack.

The redemption was funded through a mix of a $20.0 million revolving line of credit and cash on hand, shifting part of the funding to bank-level borrowing. The net impact on funding cost and regulatory capital composition depends on the revolver’s terms, which are not detailed in the excerpt.

Investors may focus on how this move affects interest expense going forward and MVB’s Tier 2 capital position in subsequent reporting periods, when updated capital ratios and net interest margin data are available in future financial statements.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt did MVB Financial Corp. (MVBF) redeem in March 2026?

MVB Financial Corp. redeemed all of its $40.0 million aggregate principal amount of 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030. These notes bore a 7.67% variable rate as of March 2, 2026 and were treated as Tier 2 regulatory capital.

How did MVB Financial Corp. (MVBF) fund the redemption of its subordinated notes?

MVB Financial Corp. funded the $40.0 million subordinated note redemption using a combination of its $20.0 million revolving line of credit and cash on hand. This shifts part of the company’s funding toward bank-level borrowing while using internal liquidity for the remainder.

What interest rate were MVB Financial Corp.’s redeemed notes paying at redemption?

At redemption on March 2, 2026, MVB Financial Corp.’s Fixed-to-Floating Rate Subordinated Notes bore a 7.67% variable interest rate. This rate equaled the then-current three-month term SOFR plus 401 basis points, reset quarterly under the notes’ terms.

Did the redeemed MVB Financial Corp. notes qualify as regulatory capital?

Yes, the redeemed subordinated notes were structured to qualify as Tier 2 capital for regulatory purposes. Their redemption therefore affects the composition of MVB Financial Corp.’s regulatory capital stack, replacing Tier 2 capital with other funding sources described in the report.

What type of event did MVB Financial Corp. (MVBF) report in this 8-K filing?

MVB Financial Corp. reported an “Other Event” related to its full redemption of $40.0 million in subordinated notes due 2030. The company also clarified that the information furnished under this item is not deemed filed for liability purposes under Section 18 of the Exchange Act.

What is the relationship between MVB Financial Corp. and MVB Bank Inc.?

MVB Financial Corp. is the holding company for MVB Bank Inc., meaning it owns the bank and oversees its operations. The redemption of the subordinated notes occurred at the holding company level, affecting overall group capital and funding rather than a separate entity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/03/2026 - 08:32 AM Learn about SEC filing dates

FALSE000127790200012779022026-03-032026-03-03

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): March 2, 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 8.01.    Other Events.

On March 2, 2026, MVB Financial Corp. ("MVB"), the holding company for MVB Bank Inc., redeemed all of the $40.0 million aggregate principal amount of its 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). On the date of the redemption, the Notes bore interest at a variable per annum rate, reset quarterly, equal to the then-current three-month term SOFR rate, plus 401 basis points, or 7.67% as of March 2, 2026. The Notes were structured to qualify as Tier 2 capital for regulatory capital purposes. The redemption was funded by a combination of MVB's $20.0 million revolving line of credit and cash on hand.

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: March 3, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.6 KB