MVBF director exercises RSUs, receives 4,001 shares

MVB Financial Corp director Nelson Kelly R reported routine equity compensation activity.

Rhea-AI Filing Summary

MVB Financial Corp director Nelson Kelly R reported routine equity compensation activity. On June 1, 2026, 100% of his time-vested restricted stock units granted on June 1, 2025 vested, and 4,001 shares of Common Stock were issued, including 99 dividend equivalent shares accrued since grant. These transactions reflect the exercise or conversion of 3,902 restricted stock units into common shares under the company’s 2022 Stock Incentive Plan, rather than any open-market purchase or sale. Following these transactions, he directly held 98,786 shares of Common Stock.

Insights

Insider transactions analyst

Director’s filing shows routine RSU vesting, not open-market trading.

The Form 4 for MVB Financial Corp shows director Nelson Kelly R converting 3,902 time-vested restricted stock units into common stock on June 1, 2026. A total of 4,001 common shares were issued, including 99 dividend equivalent shares accrued since grant.

These are coded as M transactions, described as exercise or conversion of derivative securities, which are compensation-related rather than discretionary market purchases or sales. No sale codes appear, and transaction_is_buy and transaction_is_sell are both false, indicating no open-market trading signal.

After the issuance, the director held 98,786 common shares directly, with no remaining derivative positions shown in the derivative summary. This points to a standard vesting event under the 2022 Stock Incentive Plan, generally viewed as administratively routine rather than thesis-changing for investors.

Insider Trade Summary

3,902 shares exercised/converted

Exercise 2 txns

Insider Nelson Kelly R

Role Director

Type	Security	Shares	Price	Value
Exercise	RSU - Time-Vested Award	3,902	$0.00	$0.00
Exercise	Common Stock	4,001	$0.00	$0.00

Holdings After Transaction: RSU - Time-Vested Award — 0 contracts (Direct); Common Stock — 98,786 shares (Direct)

Footnotes (3)

1. F1. 100% of the restricted stock units, granted June 1, 2025, have vested and shares are being issued.
2. F2. Includes 99 dividend equivalent shares accrued since the time of grant.
3. F3. The time-vested restricted stock units were granted pursuant to the MVB Financial Corp. 2022 Stock Incentive Plan and will vest 100% on the first anniversary of the grant date.

Key Figures

Common shares issued: 4,001 shares RSUs exercised: 3,902 units Dividend equivalent shares: 99 shares +2 more

5 metrics

Common shares issued 4,001 shares Common Stock issued upon RSU vesting on June 1, 2026

RSUs exercised 3,902 units Restricted stock units converted to Common Stock

Dividend equivalent shares 99 shares Dividend equivalents accrued since RSU grant

Post-transaction holdings 98,786 shares Common Stock directly held after transactions

RSU grant date June 1, 2025 Grant date for time-vested restricted stock units

Key Terms

restricted stock units, dividend equivalent shares, 2022 Stock Incentive Plan, time-vested restricted stock units

4 terms

restricted stock units financial

"100% of the restricted stock units, granted June 1, 2025, have vested and shares are being issued."

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 99 dividend equivalent shares accrued since the time of grant."

2022 Stock Incentive Plan financial

"The time-vested restricted stock units were granted pursuant to the MVB Financial Corp. 2022 Stock Incentive Plan"

time-vested restricted stock units financial

"The time-vested restricted stock units were granted pursuant to the MVB Financial Corp. 2022 Stock Incentive Plan"

FAQ

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

What insider transaction did Nelson Kelly R report for MVBF?

Director Nelson Kelly R reported the vesting of restricted stock units that converted into 4,001 shares of MVB Financial Corp common stock on June 1, 2026. This reflects equity compensation vesting, not an open-market purchase or sale of shares.

How many MVBF shares did the director acquire through RSU vesting?

The director acquired 4,001 shares of MVB Financial Corp common stock upon RSU vesting. This issuance came from the exercise of 3,902 restricted stock units plus 99 dividend equivalent shares accrued since the original grant date.

Did the MVBF director buy or sell shares on the open market in this Form 4?

No, the Form 4 for MVBF shows no open-market buying or selling. The transactions are coded as exercises or conversions of restricted stock units, reflecting equity compensation vesting rather than discretionary market trades by the director.

What is the grant and vesting schedule of the RSUs reported by MVBF?

The restricted stock units were granted on June 1, 2025 under the 2022 Stock Incentive Plan and vested 100% on the first anniversary. On June 1, 2026, all units vested and corresponding common shares were issued to the director.

How many MVBF shares did the director hold after these transactions?

Following the RSU vesting and share issuance, the director directly held 98,786 shares of MVB Financial Corp common stock. The filing shows no remaining derivative securities in the derivative summary after this compensation-related conversion.

What are dividend equivalent shares mentioned in the MVBF Form 4?

Dividend equivalent shares are additional shares credited in lieu of cash dividends while RSUs are unvested. In this MVBF filing, 99 dividend equivalent shares were included in the 4,001 shares issued upon vesting of the director’s restricted stock units.

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

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Accepted by SEC EDGAR 06/03/2026 - 04:24 PM EDT 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^*

Nelson Kelly R

(Last) (First) (Middle)

722 AARON SMITH DR.

(Street)

BRIDGEPORT WEST VIRGINIA 26330

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026	06/01/2026	M(1)		4,001(2)	A	$0	98,786	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	06/01/2026	06/01/2026	M			3,902	06/01/2026	(3)	Common Stock	3,902	$0	0	D

Explanation of Responses:

1. 100% of the restricted stock units, granted June 1, 2025, have vested and shares are being issued.

2. Includes 99 dividend equivalent shares accrued since the time of grant.

3. The time-vested restricted stock units were granted pursuant to the MVB Financial Corp. 2022 Stock Incentive Plan and will vest 100% on the first anniversary of the grant date.

Remarks:

	Lisa J. McCormick, POA for Kelly R. Nelson	06/03/2026
	** 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)