MVB Financial Corp 2025年度报告

MVB Financial Corp. (Exact name of registrant as specified in its charter) 20-0034461 West Virginia (I.R.S. Employer Identification No.) 26554(Zip Code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)Act.Yes☐No☒ Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchangeAct.Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reporting company☐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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ Based upon the closing price of the common shares of the registrant on June 30, 2025 of $22.53 as reported on the Nasdaq Capital Market, the aggregate market value ofthe common shares of the registrant held by non-affiliates during that time was $262.3 million. For this purpose, certain executive officers and directors are consideredaffiliates. This calculation does not reflect a determination that such persons are affiliates for any other purpose. As of March11, 2026, the registrant had 12,844,813 shares of common stock outstanding with a par value of $1.00 per share. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PagePARTIItem 1.Business3Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments30Item 1C.Cybersecurity30Item 2.Properties31Item 3.Legal Proceedings31Item 4.Mine Safety Disclosures31PARTIIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32Item 6.[RESERVED]33Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 7A.Quantitative and Qualitative Disclosures About Market Risk52Item 8.Financial Statements and Supplementary Data55Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure125Item 9A.Controls and Procedures125Item 9B.Other Information127Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections127PARTIIIItem 10.Directors, Executive Officers and Corporate Governance127Item 11.Executive Compensation127Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters127Item 13.Certain Relationships and Related Transactions, and Director Independence127Item 14.Principal Accountant Fees and Services128PART IVItem 15.Exhibits and Financial Statement Schedules129Item 16.Form 10-K Summary131 Forward-Looking Statements: Statements in this Annual Report on Form 10-K that are based on factors other than historical data are “forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectationsor forecasts of future events and include, among others, statements with respect to the beliefs, plans, objectives, goals, guidelines,expectations, anticipations and future financial condition, results of operations and performance of the Company and its subsidiaries(collectively, “we,” “our,” or “us”), including the MVB Bank, In