MVB Financial CIO reports RSU grants, tax withholding

MVB Financial Corp CIO and COO Michael Louis reported a series of stock-based compensation transactions.

Rhea-AI Filing Summary

MVB Financial Corp CIO and COO Michael Louis reported a series of stock-based compensation transactions. On May 1, 2026, time-based restricted stock units (RSUs) granted in prior years partially vested, and shares of common stock were issued. A total of 947 common shares were withheld and disposed of at $25.68 per share to cover exercise price or tax liabilities, rather than sold in the open market. Louis also exercised RSU-derived rights into common stock and received new time-vested RSU awards under the company’s 2022 Stock Incentive Plan, which vest over a three-year schedule assuming continued employment.

Insider Trade Summary

2,514 shares exercised/converted

Exercise 7 txns

Insider Giorgio Michael Louis

Role CIO and COO

Type	Security	Shares	Price	Value
Exercise	RSU - Time-Vested Award	1,189	$0.00	$0.00
Exercise	RSU - Time-Vested Award	1,325	$0.00	$0.00
Grant/Award	RSU - Time-Vested Award	4,064	$0.00	$0.00
Grant/Award	RSU - Time-Vested Award	10,328	$0.00	$0.00
Exercise	Common Stock	1,267	$0.00	$0.00
Exercise	Common Stock	1,359	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	947	$25.68	$24K

Holdings After Transaction: RSU - Time-Vested Award — 28,562 contracts (Direct); Common Stock — 9,973 shares (Direct)

Footnotes (6)

1. F1. 1/3 of the time-based restricted stock units, granted May 1, 2024, have vested and shares are being issued.
2. F2. Includes 78 dividend equivalent shares accrued since the time of grant.
3. F3. 1/3 of the time-based restricted stock units, granted May 1, 2025, have vested and shares are being issued.
4. F4. Includes 34 dividend equivalent shares accrued since the time of grant.
5. F5. The restricted stock units were granted pursuant to the 2022 Stock Incentive Plan and have a three-year graded vesting schedule assuming continued employment with the Company.
6. F6. RSUs awarded on May1, 2026 that vest over a three-year period May 1, 2027.

Key Figures

Tax withholding shares: 947 shares at $25.68 RSU-derived common shares exercised (entry 1): 1,359 shares RSU-derived common shares exercised (entry 2): 1,267 shares +4 more

7 metrics

Tax withholding shares 947 shares at $25.68 Common stock disposed to cover tax/exercise obligations on May 1, 2026

RSU-derived common shares exercised (entry 1) 1,359 shares Non-derivative common stock from derivative exercise on May 1, 2026

RSU-derived common shares exercised (entry 2) 1,267 shares Non-derivative common stock from derivative exercise on May 1, 2026

New RSU award 10,328 RSUs Time-vested RSU grant with underlying common stock, granted May 1, 2026

Additional RSU award 4,064 RSUs Time-vested RSU grant with underlying common stock, granted May 1, 2026

RSU exercise into common stock (derivative) 1,325 shares RSU - Time-Vested Award converted to common stock on May 1, 2026

RSU exercise into common stock (derivative) 1,189 shares RSU - Time-Vested Award converted to common stock with exercise date May 1, 2025

Key Terms

restricted stock units, dividend equivalent shares, three-year graded vesting schedule, 2022 Stock Incentive Plan, +1 more

5 terms

restricted stock units financial

"1/3 of the time-based restricted stock units, granted May 1, 2024, 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 78 dividend equivalent shares accrued since the time of grant"

three-year graded vesting schedule financial

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

2022 Stock Incentive Plan financial

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

time-based restricted stock units financial

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

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

FAQ

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

What did MVB Financial (MVBF) executive Michael Louis report in this Form 4?

Michael Louis reported routine equity compensation activity, including RSU vesting, option-style RSU exercises into common stock, and new time-vested RSU grants. These transactions adjust his stock-based compensation but do not represent open-market share purchases or sales.

How many MVB Financial (MVBF) shares were withheld for Michael Louis’s taxes?

A total of 947 common shares were disposed of at $25.68 per share to satisfy exercise price or tax liabilities. This F-code transaction reflects tax withholding by delivering shares, not an open-market sale initiated for investment reasons.

What RSU awards did Michael Louis receive from MVB Financial (MVBF)?

He received new time-vested RSU awards labeled as 10,328 and 4,064 units, each convertible into common stock. These RSUs were granted under the 2022 Stock Incentive Plan and follow a three-year graded vesting schedule, assuming he remains employed by the company.

How many MVB Financial (MVBF) RSUs vested and turned into shares for Michael Louis?

Portions of prior RSU grants vested, leading to exercises of 1,359 and 1,267 common shares from non-derivative entries, and 1,325 and 1,189 shares from derivative RSU exercises. Footnotes state one-third of 2024 and 2025 time-based RSUs vested, and shares were issued.

What is the vesting schedule of Michael Louis’s MVB Financial (MVBF) RSUs?

The RSUs were granted under the 2022 Stock Incentive Plan with a three-year graded vesting schedule, assuming continued employment. Footnotes specify one-third of the time-based RSUs granted May 1, 2024 and May 1, 2025 have vested, with additional RSUs awarded May 1, 2026.

Do Michael Louis’s MVB Financial (MVBF) Form 4 transactions indicate open-market selling?

The filing shows a tax-withholding disposition of 947 shares and several RSU exercises and grants. The F-code disposition is for taxes or exercise price, not an open-market sale, while A and M codes reflect compensation-related awards and conversions rather than discretionary trading.

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

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Accepted by SEC EDGAR 05/05/2026 - 08:51 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
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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^*

Giorgio Michael Louis

(Last) (First) (Middle)

3000 SWISS PINE WAY

SUITE 100

(Street)

MORGANTOWN WEST VIRGINIA 26501

(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)
	CIO and COO

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)		1,267(2)	A	$0	9,561	D
Common Stock	05/01/2026	05/01/2026	M(3)		1,359(4)	A	$0	10,920	D
Common Stock	05/01/2026	05/01/2026	F		947	D	$25.68	9,973	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			1,189	05/01/2025	(5)	Common Stock	1,189	$0	1,190	D
RSU - Time-Vested Award	$0	05/01/2026	05/01/2026	M			1,325	05/01/2026	(5)	Common Stock	1,325	$0	2,652	D
RSU - Time-Vested Award	$0	05/01/2026	05/01/2026	A		4,064		05/01/2027	(5)	Common Stock	4,064	$0	4,064	D
RSU - Time-Vested Award	$0	05/01/2026	05/01/2026	A		10,328		05/01/2027	(6)	Common Stock	10,328	$0	20,656	D

Explanation of Responses:

1. 1/3 of the time-based restricted stock units, granted May 1, 2024, have vested and shares are being issued.

2. Includes 78 dividend equivalent shares accrued since the time of grant.

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

4. Includes 34 dividend equivalent shares accrued since the time of grant.

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

6. RSUs awarded on May1, 2026 that vest over a three-year period May 1, 2027.

Remarks:

	Lisa McCormick By POA from Michael Louis Giorgio	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)