Mvb Finl Corp SEC Filings

MVB Financial Corp. announced several board and capital return updates. The company named long-time director Dr. Kelly R. Nelson as Chairman of the Board, effective February 17, 2026, succeeding retiring chairman W. Marston “Marty” Becker. Dr. Nelson has served on the board since 2004 and has led key risk and compliance oversight roles.

MVB also appointed Adam Famularo, CEO of WorkFusion and an experienced financial technology and AI executive, as a new board member and Finance Committee member. In addition, the board declared a quarterly cash dividend of $0.17 per share, the first dividend of 2026 and consistent with the previous quarter, payable March 15, 2026 to shareholders of record on March 1, 2026.

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.

MVB Financial Corp reported a planned board leadership change. Board Chairman W. Marston Becker informed the company on February 12, 2026 that he will not stand for re-election at the 2026 Annual Meeting and will step down as chair and as a director at the end of his current term.

The board plans to appoint current Vice Chair Dr. Kelly R. Nelson as the next chair at its February 17, 2026 board meeting as part of ongoing leadership succession planning. The company stated that Mr. Becker’s decision was not due to any disagreement or dispute with the company.

MVB Financial Corp. reported fourth quarter 2025 net income of $4.2 million, or $0.33 basic and $0.32 diluted earnings per share, and full-year 2025 net income of $26.9 million with basic EPS of $2.11.

Fourth quarter net interest income rose 6.8% from the prior quarter to $28.4 million, as net interest margin expanded to 3.70% on lower funding costs and higher asset yields. Total loans reached $2.34 billion, up 3.7% sequentially, while total deposits grew to $2.84 billion, with noninterest-bearing deposits increasing to 40.3% of deposits.

Noninterest income was $10.7 million, down sharply from the prior quarter, which had a large gain on the sale of Victor Technologies. Noninterest expense declined to $31.5 million. Capital ratios remained solid, and tangible book value per share increased to $26.17, though net charge-offs rose to $3.9 million for the quarter.

MVB Financial Corp President & CEO Larry F. Mazza, who is also a director, reported an options exercise and related share withholding in company stock. On January 29, 2026, a fully vested option for 100,000 shares of common stock was exercised at an exercise price of $12.50 per share, converting into 100,000 common shares.

To cover the exercise-related obligations, 16,758 shares of common stock were withheld at a value of $28.26 per share. After these transactions, Mazza directly held 709,600 shares of MVB Financial Corp common stock and had an additional 22,304 shares reported as indirectly owned, held by Melissa Mazza. The option involved, originally granted on February 3, 2017 and fully vested, now shows zero derivative securities remaining.

The Vanguard Group filed a Schedule 13G disclosing beneficial ownership of 634,414 shares, or 5.04%, of MVB Financial Corp common stock. Vanguard reports shared voting power over 76,067 shares and shared dispositive power over all 634,414 shares, with no sole voting or dispositive authority.

The filing states the securities are held in the ordinary course of business, not to change or influence control of MVB Financial. Vanguard notes that, after an internal realignment on January 12, 2026, certain subsidiaries or business divisions may report beneficial ownership separately while pursuing the same investment strategies.

MVB Financial Corp. has filed a pre-effective amendment to a shelf registration statement on Form S-3 covering up to $75,000,000 of securities. The company may, from time to time, offer common stock, Class A common stock, preferred stock, debt securities, warrants and depositary shares in one or more series.

Each offering will use a separate prospectus supplement to set specific terms, pricing and distribution methods, which may include underwriters, dealers, agents or direct sales on a continuous or delayed basis. Net proceeds are expected to be used for general corporate purposes, including supporting loan growth, investments in or advances to subsidiaries, working capital, capital expenditures, stock repurchases, debt repayment or acquisitions.

MVB Financial is a West Virginia-based financial holding company whose bank subsidiary focuses on commercial and retail banking and specialized services to Fintech-related clients. Its common stock trades on The Nasdaq Capital Market under the symbol “MVBF”, with 12,721,994 shares of common stock outstanding as of January 28, 2026.

MVB Financial Corp. plans to redeem all of its $40.0 million 4.25% Fixed-to-Floating Rate Subordinated Notes due 2030. The redemption price will be 100% of principal plus accrued and unpaid interest up to, but excluding, the anticipated redemption date of March 1, 2026.

Holders of the notes will receive formal redemption notices with the final price and detailed instructions for completing the process.

MVB Financial Corp. received an updated Schedule 13G/A from institutional investor TimesSquare Capital Management, LLC reporting that it no longer beneficially owns any shares of the company’s common stock. As of the event date of 12/31/2025, TimesSquare reports beneficial ownership of 0 shares, representing 0% of MVB Financial’s common stock.

The filing confirms that TimesSquare has no sole or shared power to vote or dispose of any MVB Financial shares and that its ownership has fallen to 5 percent or less of the class. TimesSquare also certifies that any securities previously held were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the company.