MVB Financial officer awarded 3,978 RSUs

MVB Financial Corp’s Chief Risk and Legal Officer Joseph Ryan Rodriguez reported routine equity compensation activity.

Rhea-AI Filing Summary

MVB Financial Corp’s Chief Risk and Legal Officer Joseph Ryan Rodriguez reported routine equity compensation activity. He received a grant of 3,978 restricted stock units (RSUs) that are time-vested under the 2022 Stock Incentive Plan with a three-year graded vesting schedule.

On the same date, 1,616 RSUs vested and were converted into common shares, including 42 dividend equivalent shares accrued since grant. To cover tax obligations, 469 common shares were disposed of through a tax-withholding transaction, not an open-market sale. After these transactions, he directly owns 9,835 common shares and 3,232 RSUs remain outstanding.

Insider Trade Summary

1,616 shares exercised/converted

Exercise 4 txns

Insider Rodriguez Joseph Ryan

Role Chief Risk and Legal Officer

Type	Security	Shares	Price	Value
Exercise	RSU - Time-Vested Award	1,616	$0.00	$0.00
Grant/Award	RSU - Time-Vested Award	3,978	$0.00	$0.00
Exercise	Common Stock	1,658	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	469	$25.68	$12K

Holdings After Transaction: RSU - Time-Vested Award — 7,210 contracts (Direct); Common Stock — 9,835 shares (Direct)

Footnotes (3)

1. F1. 1/3 of the time-based restricted stock units, granted May 1, 2025, have vested and shares are being issued.
2. F2. Includes 42 dividend equivalent shares accrued since the time of grant.
3. F3. The restricted units were granted pursuant to the 2022 Stock Incentive Plan and have a three-year graded vesting schedule assuming continued employment with the Company.

Key Figures

Tax-withheld shares: 469 shares Vested RSUs converted: 1,616 shares New RSU grant: 3,978 units +3 more

6 metrics

Tax-withheld shares 469 shares Common stock disposed in F-code tax-withholding on May 1, 2026

Vested RSUs converted 1,616 shares RSUs exercised/converted into common stock on May 1, 2026

New RSU grant 3,978 units Time-vested RSU award granted under 2022 Stock Incentive Plan

RSUs outstanding 3,232 units RSU balance following derivative transactions

Common shares held 9,835 shares Direct ownership after tax withholding disposition

RSU vesting fraction 1/3 Fraction of time-based RSUs granted May 1, 2025 that have vested

Key Terms

restricted stock units, dividend equivalent shares, 2022 Stock Incentive Plan, three-year graded vesting schedule

4 terms

restricted stock units financial

"1/3 of the time-based restricted stock units, granted May 1, 2025, have vested"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent shares financial

"Includes 42 dividend equivalent shares accrued since the time of grant."

2022 Stock Incentive Plan financial

"The restricted units were granted pursuant to the 2022 Stock Incentive Plan"

three-year graded vesting schedule financial

"have a three-year graded vesting schedule assuming continued employment"

FAQ

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

What insider transactions did MVBF’s Chief Risk and Legal Officer report?

He reported routine equity compensation events: 1,616 restricted stock units vested into common shares, 469 shares were withheld to cover taxes, and 3,978 new time-vested RSUs were granted under the company’s 2022 Stock Incentive Plan.

Did the MVBF insider make any open-market stock sales or purchases?

No open-market trades were reported. The only share disposition was 469 common shares withheld for tax obligations, coded as an F transaction, which represents tax-withholding rather than a discretionary market sale or purchase of MVB Financial Corp (MVBF) stock.

How many MVBF shares does the reporting person own after these Form 4 transactions?

Following the reported transactions, the officer directly holds 9,835 shares of MVB Financial Corp common stock. In addition, 3,232 restricted stock units remain outstanding, representing potential future share issuances as they vest over the remaining schedule.

What RSU awards were granted to the MVBF executive in this filing?

He received a grant of 3,978 time-vested restricted stock units on May 1, 2025, under the 2022 Stock Incentive Plan. These RSUs have a three-year graded vesting schedule, contingent on continued employment with MVB Financial Corp over the vesting period.

Why were 469 MVBF shares disposed of by the reporting person?

The 469-share disposition was a tax-withholding transaction, not a market sale. Shares were delivered to satisfy tax liabilities arising from the vesting of restricted stock units, as indicated by the F transaction code and its description on the Form 4.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/05/2026 - 04:35 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rodriguez Joseph Ryan

(Last) (First) (Middle)

11 S MISSION HILLS CIR.

(Street)

ROGERS ARKANSAS 72758

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MVB FINANCIAL CORP [ MVBF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Risk and Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026	05/01/2026	M(1)		1,658(2)	A	$0	10,304	D
Common Stock	05/01/2026	05/01/2026	F		469	D	$25.68	9,835	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
RSU - Time-Vested Award	$0	05/01/2026	05/01/2026	M			1,616	05/01/2026	(3)	Common Stock	1,616	$0	3,232	D
RSU - Time-Vested Award	$0	05/01/2026	05/01/2026	A		3,978		05/01/2027	(3)	Common Stock	3,978	$0	3,978	D

Explanation of Responses:

1. 1/3 of the time-based restricted stock units, granted May 1, 2025, have vested and shares are being issued.

2. Includes 42 dividend equivalent shares accrued since the time of grant.

3. The restricted units were granted pursuant to the 2022 Stock Incentive Plan and have a three-year graded vesting schedule assuming continued employment with the Company.

Remarks:

	Lisa J McCormick by POA from Joseph Ryan Rodriguez	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)