MVB FINANCIAL CORP
For the period ended Dec 31, 2024. Filed Mar 13, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 13, 2025
MVBF$25.61-0.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
The following consolidated financial statements of the registrant and its subsidiaries are filed as part of this report under Item 8 - Financial Statements and Supplementary Dataand Item 9A - Controls and Procedures.
| (a)(1) | Financial Statements |
|---|---|
| Report of Independent Registered Public Accounting Firm Opinion on the Consolidated Financial Statements | |
| Report of Independent Registered Public Accounting Firm Opinion on Internal Control over Financial Reporting | |
| Consolidated Balance Sheets at December 31, 2024 and 2023 | |
| Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022 | |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 | |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | |
| Notes to Consolidated Financial Statements | |
| (b) | Exhibits |
| Exhibits filed with this Annual Report on Form 10-K are attached hereto. For a list of such exhibits, refer to the “Exhibit Index” below. The Exhibit Index specifically identifies each management contract or compensatory plan required to be filed as an exhibit to this Annual Report on Form 10-K. |
EXHIBIT INDEX
| Exhibit Number | Description | Exhibit Location |
| 2.1 | Agreement and Plan of Merger and Reorganization, dated August 12, 2022 by and between MVB Financial Corp. and Integrated Financial Holdings, Inc. | Form 8-K, File No. 001-38314, filed August 15, 2022, and incorporated by reference herein |
| 3.1 | Articles of Incorporation, as amended | Annual Report Form 10-K, File No. 000-50567, filed March 16, 2015, and incorporated by reference herein |
| 3.2 | Articles of Amendment to Articles of Incorporation of MVB Financial Corp. | Form 8-K, File No. 001-38314, filed January 31, 2023, and incorporated by reference herein |
| 3.3 | Second Amended and Restated Bylaws, as amended | Form 8-K, File No. 001-38314, filed June 22, 2018, and incorporated by reference herein |
| 4.1 | Specimen of Stock Certificate representing MVB Financial Corp. Common Stock | Form S-3 Registration Statement, File No. 001-38314, filed December 8, 2021, and incorporated by reference herein |
| 4.2 | Description of Securities | Filed herewith |
| 10.1† | MVB Financial Corp. 2013 Stock Incentive Plan, as amended | Form 10-K, File No. 001-38314, filed March 8, 2018, and incorporated by reference herein |
| 10.2† | MVB Financial Corp. 2018 Annual Senior Executive Performance Incentive Plan | Form 8-K, File No. 001-38314, filed February 23, 2018, and incorporated by reference herein |
| 10.3† | MVB Financial Corp. 2022 Stock Incentive Plan | Appendix A to Proxy Statement, File No. 001-38314, filed April 7, 2022, and incorporated by reference herein |
| 10.4 | Lease Agreement with Essex Properties, LLC for land occupied by Bridgeport Branch | Form SB-2 Registration Statement, File No. 333-120931, filed December 2, 2004, and incorporated by reference herein |
| 10.5† | Amended and Restated Executive Employment Agreement of Larry F. Mazza | Form 8-K, File No. 001-3814, filed December 22, 2023, and incorporated by reference herein |
| 10.6† | Employment Agreement of Donald T. Robinson | Form 8-K, File No. 000-50567, filed March 5, 2021, and incorporated by reference herein |
| 10.7† | Offer Letter for Donald T. Robinson | Form 8-K, File No. 000-50567, filed December 3, 2015, and incorporated by reference herein |
| 10.8† | Investment Agreement between MVB Financial Corp. and Larry F. Mazza | Form 8-K, File No. 000-50567, filed March 13, 2017, and incorporated by reference herein |
| 10.9† | MVB Financial Corp. Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement | Form 8-K, File No. 001-38314, filed March 27, 2018, and incorporated by reference herein |
| 10.10 | Purchase and Assumption Agreement, dated April 22, 2021, by and between MVB Bank, Inc. and Summit Community Bank, Inc. | Form 8-K, File No. 001-38314, filed April 23, 2021, and incorporated by reference herein |
| 10.11 | Subordinated Note Purchase Agreement, dated November 30, 2020, by and among MVB Financial Corp. and certain qualified institutional buyers | Form 8-K, File No. 0000-50567, filed November 30, 2020, and incorporated by reference herein |
| 10.12 | Subordinated Note Purchase Agreement, dated September 28, 2021, by and among MVB Financial Corp. and certain qualified institutional buyers | Form 8-K, File No. 0000-50567, filed September 28, 2021, and incorporated by reference herein |
| 10.13 | Agreement, dated March 2, 2020, by and between the Bank, PMG, Intercoastal, H. Edward Dean, III, Tom Pyne and Peter Cameron | Form 8-K, File No. 000-50567, filed March 3, 2020, and incorporated by reference herein |
| 10.14 | Equity Purchase Agreement, dated March 13, 2022, between Warp Speed Holdings LLC and MVB Bank, Inc. | Form 8-K, File No. 001-38314, filed March 14, 2022, and incorporated by reference herein |
| 10.15 | Credit Agreement, dated as of October 7, 2022, between MVB Financial Corp., as Borrower, and Raymond James Bank, as Lender | Form 8-K, File No. 001-38314, filed October 11, 2022, and incorporated by reference herein |
| 10.16 | Limited Consent, Waiver and Omnibus Amendment to Credit Agreement, dated as of December 27, 2022, between MVB Financial Corp., as Borrower, and Raymond James Bank, as Lender | Filed herewith |
| 10.17 | Second Amendment to Credit Agreement, dated as of February 24, 2023, between MVB Financial Corp., as Borrower, and Raymond James Bank, as Lender | Filed herewith |
| 10.18 | Termination Agreement, dated May 9, 2023, by andamong MVB Financial Corp., Integrated FinancialHoldings, Inc., West Town Bank & Trust, and MVBBank, Inc. | Form 8-K, File No. 001-38314, filed May 9, 2023, and incorporated by reference herein. |
| 10.19 | Agreement for Purchase and Sale of Property, dated as of December 30, 2024 by and between the Bank and Mountainseed Real Estate Services, LLC | Form 8-K, File No, 001-38314, Filed January 2, 2025, and incorporated by reference herein. |
| 10.2 | Master Lease Agreement, dated as of December 30, 2024 by and between the Bank and FNLR MVBB LLC | Form 8-K, File No, 001-38314, Filed January 2, 2025, and incorporated by reference herein. |
| 10.21 | Guaranty Agreement, dated as of December 30, 2024 by and between the Bank and FNLR MVBB LLC | Form 8-K, File No, 001-38314, Filed January 2, 2025, and incorporated by reference herein. |
| 19† | Insider Trading Policy | Filed herewith |
| 21 | Subsidiaries of Registrant | Filed herewith |
| 23.1 | Consent of Independent Registered Public Accounting Firm | Filed herewith |
| 31.1 | Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 | Filed herewith |
| 31.2 | Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 | Filed herewith |
| 32.1* | Certificate of Principal Executive Officer & Principal Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002 | Filed herewith |
| 97† | Clawback Policy | Filed herewith |
| 101.INS | XBRL Instance Document | Filed herewith |
| 101.SCH | XBRL Taxonomy Extension Schema | Filed herewith |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | Filed herewith |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | Filed herewith |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | Filed herewith |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | Filed herewith |
(*) In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
(†) Management contract or compensatory plan or arrangement
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