MVB FINANCIAL CORP

Set forth below is information regarding shares currently outstanding under the 2022 Plan and prior plans. The 2022 Plan is the sole equity compensation plan under which future awards can be made.

Selected data as of March 25, 2026:

*Unvested Performance-based restricted stock units shown at target.

** Shares remaining for grant reflect performance-based restricted stock units shown at maximum possible appreciation value.

With the proposed 600,000 share increase under the First Amendment, 721,950 will be available for issuance under the Amended 2022 Plan. When including the total number of shares subject to unvested equity awards outstanding (896,715), the total dilution and potential dilution would represent approximately 11.2% of our fully diluted shares outstanding following the share increase, such percentage referred to as the “overhang percentage.”

Our three-year average “burn rate” was 2.3% for fiscal years 2023 through 2025. We define burn rate as the total number of shares subject to awards granted to participants in a single year expressed as a percentage of our weighted average shares outstanding.

Based on the closing price on Nasdaq for our shares of common stock on March 25, 2026 of $25.12 per share, the aggregate market value as of that date of the 600,000 additional shares of common stock requested for issuance under the First Amendment is $15.1 million.

If the First Amendment is approved, the Company’s total potential dilution from the shares available for issuance under the 2022 Plan would increase from 0.94% as of March 25, 2026 to 5.3%. The Compensation Committee has considered this potential dilution level and believes that the resulting dilution levels would be within normal competitive ranges.

We are mindful of the ratio of our stock-based compensation to our performance over time. In addition, the Compensation Committee also reviewed, among other things, projected future share usage and projected future forfeitures. Subject to assumptions, the Committee currently anticipates that the proposed 600,000 additional shares of common stock under the First Amendment are expected to satisfy the Company’s equity compensation needs for approximately two years.