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MVB FINANCIAL CORP

For the period ended Mar 31, 2026. Filed May 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

MVBF$25.91+1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001277902-25-000197

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001277902-26-000065

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 123 previous paragraphs and 105 current paragraphs.

70 unchanged; 31 reworded; 3 added; 14 removed; 8 previous and 1 current paragraphs rearranged.

Tables are not compared: 7 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (3)

Current report

The provision for credit losses totaled $1.9 million for the three months ended March 31, 2026 compared to $0.2 million in the three months ended March 31, 2025. This increase in provision is due primarily to an increase in loan balances of $60.6 million during the three months ended March 31, 2026, resulting in an additional provision of $0.9 million. This increase in provision was concentrated in the Residential, Consumer and Industrial and Consumer segments. Slight improvements in the adjusted allocation rates resulted in a reduction of provision of $0.2 million and individually analyzed provision was also reduced by $0.1 million. The release of allowance for unfunded commitments totaled $0.4 million and $0.2 million during the three months ended March

Current report

31, 2026 and 2025, respectively. Net charge-offs totaled $1.5 million and $0.9 million during the three months ended March 31, 2026 and 2025, respectively.

Current report

On April 23, 2026, the Board of Governors of the Federal Reserve, the Office of the Comptroller of the Currency and the FDIC published a final rule to modify the CBLR. This final rule is unchanged from the proposal published in November of 2025, which lowers the CBLR from 9% to 8% and increases the grace period for falling under from two quarters to four quarters, subject to a limit of eight quarters in the previous five-year period. The rule is effective July 1, 2026.
Removed paragraphs (14)

Previous report

During the three months ended September 30, 2025, the $34.1 million pre-tax gain recognized from the sale of Victor stands as a powerful validation of our Fintech incubator model. We built and scaled a next-generation payments solution in only four years and the sale of Victor generated substantial shareholder return, while strengthening our balance sheet and expanding our strategic flexibility. We immediately put that enhanced flexibility to work through a strategic repositioning of our securities portfolio that included the sale of approximately $72.5 million of available-for-sale investment securities and recognition of a $7.6 million pre-tax loss on sale of these securities during the three months ended September 30, 2025. The securities sold had a weighted-average tax-equivalent yield of 1.7% and a weighted-average life of approximately 9.6 years. The securities portfolio repositioning, combined with expense efficiencies expected from the Victor sale, position us to deliver $0.30 to $0.35 in additional annualized earnings per share, prospectively.

Previous report

Our net income for the three months ended September 30, 2025 was $17.1 million compared to $2.1 million for the three months ended September 30, 2024. Earnings for the three months ended September 30, 2025 equated to a return on average assets of 2.1% and a return on average equity of 22.9%, compared to the three months ended September 30, 2024 results of 0.3% and 2.8%, respectively. Basic and diluted earnings per share were $1.36 and $1.32, respectively, for the three months ended September 30, 2025, compared to $0.16 for both basic and diluted earnings per share for the three months ended September 30, 2024. Our results for the three months ended September 30, 2025 included a $4.4 million provision for credit losses that includes specific reserves of $1.2 million associated with one credit that was downgraded, a $1.0 million write-down of a Fintech investment that had been classified as an available-for-sale security, enhancements to the qualitative adjustments used in our credit loss model, and loan growth during the quarter, compared to a $1.0 million provision for credit losses for the three months ended September 30, 2024 that included a $0.5 million write-down of a Fintech investment that had been classified as an available-for-sale security. Our results for the three months ended September 30, 2025 also included a $34.1 million pre-tax gain on the sale of Victor and a $7.6 million loss on the sale of available-for-sale securities associated with a strategic repositioning of our investment portfolio.

Previous report

During the nine months ended September 30, 2025, net interest income declined $5.3 million, noninterest income increased $27.9 million and noninterest expense increased by $2.0 million compared to the nine months ended September 30, 2024. Our yield on tax-equivalent earning assets for the nine months ended September 30, 2025 was 5.95% compared to 6.31% for the nine months ended September 30, 2024. Loans receivable increased by $159.3 million to $2.26 billion during the nine months ended September 30, 2025. Our overall cost of interest-bearing liabilities was 3.51% for the nine months ended September 30, 2025 compared to 4.14% at September 30, 2024. This cost of interest-bearing liabilities, combined with the earning asset yield, resulted in a tax-equivalent net interest margin of 3.63% in the nine months ended September 30, 2025, compared to 3.73% in the nine months ended September 30, 2024.

Previous report

3 The senior term loan was paid off in May 2024 and the unamortized debt issuance costs were recorded as interest expense upon the repayment.

Previous report

Net interest margin on a tax-equivalent basis was 3.55% for the three months ended September 30, 2025 compared to 3.61% for the three months ended September 30, 2024. The decline in net interest margin on a tax-equivalent basis primarily reflects a decline in earning asset yields, partially offset by lower funding costs. Tax-equivalent net interest spread was 2.52% for the three months ended September 30, 2025 compared to 2.28% for the three months ended September 30, 2024. The difference between the tax-equivalent net interest margin and tax-equivalent net interest spread was 103 basis points for the three months ended September 30, 2025 compared to 133 basis points for the three months ended September 30, 2024.

Previous report

During the three months ended September 30, 2025, net interest income remained consistent at $26.6 million compared to the three months ended September 30, 2024. Average total earning assets were $2.99 billion as of September 30, 2025, compared to $2.95 billion as of September 30, 2024. Total interest income declined by $2.4 million, or 5.2%, to $44.2 million for the three months ended September 30, 2025 from $46.6 million for the three months ended September 30, 2024, primarily reflecting lower interest income from lower yields and balances of loans and cash, partially offset by higher interest income on investment securities balances due to higher rates earned on these investments and a higher overall balance of investment securities. Average total loans remained consistent at $2.18 billion as of September 30, 2025 compared to September 30, 2024.

Previous report

Average interest-bearing deposits were $1.85 billion for the nine months ended September 30, 2025 and $1.81 billion for the nine months ended September 30, 2024. Total interest expense decreased by $7.7 million, primarily driven by decreases in interest rates. The cost of interest-bearing liabilities decreased to 3.51% in the nine months ended September 30, 2025 from 4.14% in the nine months ended September 30, 2024.

Previous report

The provision for credit losses totaled $4.4 million for the three months ended September 30, 2025 compared to $1.0 million in the three months ended September 30, 2024. This increase in provision is due primarily to specific reserves of $1.2 million associated with one credit that was downgraded, a $1.0 million write-down of a Fintech investment that had been classified as an available-for-sale security, enhancements to the qualitative adjustments used in our credit loss model and loan growth during the three months ended September 30, 2025. The provision for credit losses for the three months ended September 30 2024 included a

Previous report

$0.5 million write-down of a Fintech investment that had been classified as an available-for-sale security. Loan balances increased $106.1 million during the three months ended September 30, 2025, resulting in an additional provision of $0.3 million. The provision for unfunded commitments totaled $0.2 million and $0.3 million during the three months ended September 30, 2025 and 2024, respectively. Net charge-offs totaled $0.7 million during both the three months ended September 30, 2025 and 2024.

Previous report

The provision for credit losses totaled $6.6 million during the nine months ended September 30, 2025, compared to $3.2 million in the nine months ended September 30, 2024. Loan balances increased $159.3 million during the nine months ended September 30, 2025, resulting in a $0.7 million provision. Enhancements to the qualitative adjustments used in our credit loss model and increases specific reserves required by individually analyzed loans required an additional $3.0 million in provision during the nine months ended September 30, 2025. In addition, we recognized a $1.0 million write-down of a Fintech investment that had been classified as an available-for-sale security during the nine months ended September 30, 2025. The provision for credit losses for the nine months ended September 30, 2024 included a $0.5 million write-down of a Fintech investment that had been classified as an available-for-sale security. The provision for unfunded commitments was $0.2 million and $0.5 million during the nine months ended September 30, 2025 and 2024, respectively. Net charge-offs totaled $1.7 million and $2.9 million during the nine months ended September 30, 2025 and 2024, respectively.

Previous report

Noninterest income totaled $49.6 million for the nine months ended September 30, 2025, an increase of $27.9 million from $21.6 million for the nine months ended September 30, 2024. The increase was primarily the result of a $34.7 million gain on divestiture activity related to the sales of Victor and Trabian, a $5.3 million increase in equity method investment income from our mortgage segment and a $0.9 million increase in payment card and service charge income. These increases were offset by a loss of $7.4 million related to sales of available-for-sale investment securities compared to a gain of $0.7 million in the prior year period, a $3.0 million decline in compliance and consulting income and a $1.1 million decline in other operating income.

Previous report

Noninterest expense was $90.6 million and $88.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous report

Our return on average assets was 0.9% for the nine months ended September 30, 2025, compared to 0.4% for the nine months ended September 30, 2024. The higher return for the nine months ended September 30, 2025 is the result of a $12.1 million increase in earnings, primarily due to the previously mentioned gain on sale of Victor and loss associated with the strategic repositioning of our investment securities portfolio during the three months ended September 30, 2025, and a decrease of $97.5 million in average total assets, mainly the result of a a $68.3 million decrease in average commercial loans, a $47.4 million decrease in average interest-bearing deposits with banks, a $28.6 million decrease in average real estate loans and a $11.2 million decrease in average consumer loans, partially offset by $51.2 million increase in average investment securities.

Previous report

Subsequent to September 30, 2025, we reinvested $70.8 million in proceeds from the securities restructuring in U.S. sponsored mortgage-backed securities and subordinated debt securities with a weighted-average yield of approximately 5.1%.
Reworded paragraphs (31)

Previous wording

We continue to adapt our business model due to challenging market conditions, primarily due to the current interest rate environment and economy, as well as consideration of regulatory and geopolitical environments, among others. The Federal Reserve has lowered its federal funds interest rate range to 4.00% to 4.25% as of September 30, 2025. We have seen an increase in loan balances compared to the second quarter of 2025, which primarily reflects the Bank's execution of its asset generation strategies that include the diversification of risk among loans with relatively smaller loan balances, as well as a focus on loans with fixed interest rates. We remain committed to the gaming, payments and banking-as-a-service industries. We continue to expand the Bank's treasury services function to support the banking needs of financial and emerging technology companies, which we believe will further enhance CoRe deposits, notably through the expansion of deposit acquisition and fee income strategies through the Fintech division. Additionally, we have expanded our compliance and risk management team to support the growth in these lines of business.

Current wording

We continue to adapt our business model due to challenging market conditions, primarily due to the current interest rate environment and economy, as well as consideration of regulatory and geopolitical environments, among others. The Federal Reserve lowered its federal funds interest rate range to 3.50% to 3.75% in December 2025. Higher loan balances primarily reflect the Bank's execution of its asset generation strategies that include the diversification of risk among loans with relatively smaller loan balances, as well as a focus on loans with fixed interest rates. We remain committed to the gaming, payments and banking-as-a-service industries. We continue to expand the Bank's treasury services function to support the banking needs of financial and emerging technology companies, which we believe will further enhance CoRe deposits, notably through the expansion of deposit acquisition and fee income strategies through the Fintech division. Additionally, we have expanded our compliance and risk management team to support the growth in these lines of business.

Previous wording

During the three months ended September 30, 2025, net interest income remained consistent at $26.6 million, noninterest income increased $28.0 million and noninterest expense increased $3.8 million compared to the three months ended September 30, 2024. Our tax-equivalent yield on earning assets for the three months ended September 30, 2025 was 5.90% compared to 6.32% for the three months ended September 30, 2024. Loans receivable increased $106.1 million to $2.26 billion during the three months ended September 30, 2025. Our overall cost of interest-bearing liabilities was 3.38% for the three months ended September 30, 2025 compared to 4.04% at September 30, 2024. This cost of interest-bearing liabilities, combined with the earning asset yield, resulted in a tax-equivalent net interest margin of 3.55% for the three months ended September 30, 2025, compared to 3.61% in the three months ended September 30, 2024.

Current wording

During the three months ended March 31, 2026, net interest income increased $1.8 million, noninterest income increased $1.2 million and noninterest expense declined by $0.6 million compared to the three months ended March 31, 2025. Our yield on tax-equivalent earning assets for the three months ended March 31, 2026 was 5.86% compared to 5.91% for the three months ended March 31, 2025. Loans receivable increased by $60.6 million to $2.40 billion during the three months ended March 31, 2026. Our overall cost of interest-bearing liabilities was 3.26% for the three months ended March 31, 2026 compared to 3.71% at March 31, 2025. This cost of interest-bearing liabilities, combined with the earning asset yield, resulted in a tax-equivalent net interest margin of 3.73% in the three months ended March 31, 2026, compared to 3.66% in the three months ended March 31, 2025.

Previous wording

Our net income for the nine months ended September 30, 2025 was $22.7 million compared to $10.7 million for the nine months ended September 30, 2024. Earnings for the nine months ended September 30, 2025 equated to a return on average assets of 0.9% and a return on average equity of 10.0%, compared to the nine months ended September 30, 2024 results of 0.4% and 4.9%, respectively. Basic and diluted earnings per share were $1.77 and $1.73, respectively, for the nine months ended September 30, 2025, compared to $0.83 and $0.81, respectively, for the nine months ended September 30, 2024. Our results for the nine months ended September 30, 2025 included a $6.6 million provision for credit losses that includes specific reserves of $1.2 million associated with one credit that was downgraded, a $1.0 million write-down of a Fintech investment that had been classified as an available-for-sale security, enhancements to the qualitative adjustments used in our credit loss model, and loan growth during the period, compared to a $3.2 million provision for credit losses for the three months ended September 30, 2024 that included a $0.5 million write-down of a Fintech investment that had been classified as an available-for-sale security. Our results for the nine months ended September 30, 2025 also included a $34.1 million pre-tax gain on the sale of Victor and a $7.6 million pre-tax loss on the sale of available-for-sale securities associated with a strategic repositioning of our investment portfolio.

Current wording

Our net income for the three months ended March 31, 2026 was $5.2 million compared to $3.6 million for the three months ended March 31, 2025. Earnings for the three months ended March 31, 2026 equated to a return on average assets of 0.6% and a return on average equity of 6.1%, compared to the three months ended March 31, 2025 results of 0.4% and 4.7%, respectively. Basic and diluted earnings per share were $0.41 and $0.39, respectively, for the three months ended March 31, 2026, compared to $0.28 and $0.27, respectively, for the three months ended March 31, 2025.

Previous wording

The following tables present information regarding (i) average balances, the total dollar amount of interest income from interest earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) the interest rate spread, income and margin (tax-equivalent); (iv) net interest spread, income and margin as of and for the periods shown. The average balances presented are derived from daily average balances.

Current wording

The following tables present information regarding (i) average balances, the total dollar amount of interest income from interest earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income and margin (tax-equivalent); (iv) net interest income and margin as of and for the periods shown. The average balances presented are derived from daily average balances.

Previous wording

Tangible book value (“TBV”) per common share was $25.98 and $23.20 as of September 30, 2025 and September 30, 2024, respectively. TBV per common share is a non-U.S. GAAP measure that we believe is helpful to interpreting financial results. A reconciliation of TBV per common share is included below.

Current wording

Tangible book value (“TBV”) per common share was $25.98 and $23.85 as of March 31, 2026 and March 31, 2025, respectively. TBV per common share is a non-U.S. GAAP measure that we believe is helpful to interpreting financial results. A reconciliation of TBV per common share is included below.

Previous wording

Net interest margin on a tax-equivalent basis was 3.63% for the nine months ended September 30, 2025 compared to 3.73% for the nine months ended September 30, 2024. The decrease in net interest margin on a tax-equivalent basis primarily reflects a decline in earning asset yields, partially offset by lower funding costs. Tax-equivalent net interest spread was 2.44% for the nine months ended September 30, 2025 compared to 2.17% for the nine months ended September 30, 2024. The difference between the tax-equivalent net interest margin and tax-equivalent net interest spread was 119 basis points in the nine months ended September 30, 2025 compared to 156 basis points in the nine months ended September 30, 2024. This difference was driven by the decrease in interest rates.

Current wording

Net interest margin on a tax-equivalent basis was 3.73% for the three months ended March 31, 2026 compared to 3.66% for the three months ended March 31, 2025. The increase in net interest margin on a tax-equivalent basis primarily reflects a decline in funding costs, partially offset by lower earning asset yields.

Previous wording

During the nine months ended September 30, 2025, net interest income declined by $5.3 million, or 6.2%, to $79.0 million from $84.3 million during the nine months ended September 30, 2024. This decrease is largely due to lower yields on earning assets, partially offset by a decrease in the cost of funds. Average total earning assets were $2.93 billion in the nine months ended September 30, 2025 compared to $3.04 billion in the nine months ended September 30, 2024. Total interest income declined by $13.0 million, or 9.1%, to $129.8 million in the nine months ended September 30, 2025 from $142.8 million in the nine months ended September 30, 2024, primarily reflecting lower interest income from decreased interest rates and balances of loans and cash, partially offset by higher interest income on investment securities balances due to higher rates earned on these investments and a higher overall balance of investment securities. Average total loans decreased to $2.13 billion in the nine months ended September 30, 2025 from $2.23 billion in the nine months ended September 30, 2024, primarily as the result of a $68.3 million decrease in average commercial loans, a $28.6 million decrease in average real estate loans and a $11.2 million decrease in average consumer loans.

Current wording

During the three months ended March 31, 2026, net interest income increased by $1.8 million, or 6.7%, to $28.5 million from $26.7 million during the three months ended March 31, 2025. This increase is largely due to a decrease in cost of funds, partially offset by lower yields on earning assets. Average total earning assets were $3.11 billion in the three months ended March 31, 2026 compared to $2.98 billion in the three months ended March 31, 2025. Total interest income increased by $1.5 million, or 3.6%, to $44.8 million in the three months ended March 31, 2026 from $43.2 million in the three months ended March 31, 2025, primarily reflecting higher average loan balances, partially offset by lower interest rates. Average total loans increased to $2.35 billion in the three months ended March 31, 2026 from $2.10 billion in the three months ended March 31, 2025, primarily as the result of a $282.5 million increase in average commercial loans and a $21.3 million increase in average consumer loans, partially offset by a $58.3 million decline in average real estate loans.

Previous wording

Average investment securities increased $30.9 million as the result of a $41.6 million increase in taxable investments, partially offset by a $10.7 million decline in tax-exempt investments during the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The yield on taxable securities increased 132 basis points and the yield on tax-exempt securities increased 18 basis points.

Current wording

Average investment securities declined $11.7 million as the result of a $45.9 million decline in tax-exempt investments, partially offset by a $34.2 million increase in taxable investments during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The yield on taxable securities increased 153 basis points and the tax-exempt securities yield increased 60 basis points.

Previous wording

Average interest-bearing liabilities increased by $45.6 million for the nine months ended September 30, 2025 from the nine months ended September 30, 2024. The increase was primarily the result of average balance increases of $123.8 million in negotiable order of withdrawal accounts, partially offset by declines of $45.6 million in certificates of deposit, $20.1 million in money market checking accounts and $11.0 million in saving accounts.

Current wording

Average interest-bearing liabilities increased by $220.8 million for the three months ended March 31, 2026 from the three months ended March 31, 2025. The increase was primarily the result of average balance increases of $206.4 million in money market checking accounts, $228.4 million in negotiable order of withdrawal accounts and $60.0 million in saving accounts, partially offset by a decline of $263.8 million in certificates of deposit.

Previous wording

Average interest-bearing deposits were $1.99 billion for the three months ended September 30, 2025 and $1.89 billion for the three months ended September 30, 2024. Total interest expense declined $2.4 million, primarily driven by lower interest rates. The cost of interest-bearing liabilities declined to 3.38% for the three months ended September 30, 2025 from 4.04% for the three months ended September 30, 2024.

Current wording

Average interest-bearing deposits were $1.96 billion for the three months ended March 31, 2026 and $1.73 billion for the three months ended March 31, 2025. Total interest expense declined by $0.2 million, primarily driven by a lower balance in certificates of deposit. The cost of interest-bearing liabilities declined to 3.26% in the three months ended March 31, 2026 from 3.71% in the three months ended March 31, 2025.

Previous wording

Noninterest income totaled $34.6 million for the three months ended September 30, 2025, an increase of $28.0 million from $6.7 million for the three months ended September 30, 2024. The increase was primarily the result of a $34.1 million gain on divestiture activity related to the sale of Victor and a $1.6 million increase in equity method investment income from our mortgage segment, partially offset by a net loss of $7.5 million related to sales of available-for-sale investment securities and a $1.2 million decline in compliance and consulting income, primarily due to the sale of Trabian during the quarter ended March 31, 2025.

Current wording

Noninterest income totaled $8.2 million for the three months ended March 31, 2026, an increase of $1.2 million from $7.0 million for the three months ended March 31, 2025. The increase was primarily the result of a $1.3 million increase in equity method investment income from our mortgage segment, a $0.9 million increase in holding gains on equity securities and a $0.3 million loss on sale of fixed assets in the three months ended March 31, 2025. These increases were partially offset by declines of $0.5 million in compliance consulting income and $0.5 million in other operating income and a $0.6 million gain on divestiture activity related to the sale of Trabian included in the prior year period.

Previous wording

Noninterest expense was $33.3 million and $29.5 million in the three months ended September 30, 2025 and 2024, respectively. The increase from the prior period primarily reflects increases of $4.7 million in salaries and employee benefits, $0.8 million in other operating expense, $0.3 million in software subscriptions and $0.2 million in occupancy expense. These increases were partially offset by decreases of $1.7 million in professional fees, $0.3 million in equipment depreciation and maintenance expense and $0.2 million in travel, entertainment, dues and subscriptions. Approximately 64.2% and 56.7% of noninterest expense for the three months ended September 30, 2025 and 2024, respectively, was related to personnel costs. Personnel costs are a significant part of our noninterest expense as such costs are critical to financial services organizations.

Current wording

Noninterest expense totaled $28.1 million for the three months ended March 31, 2026, a decline of $0.6 million from $28.7 million for the three months ended March 31, 2025. The decline from the prior period primarily reflects declines of $1.1 million in professional fees, $0.4 million in equipment depreciation and maintenance and $0.3 million in salaries and employee benefits, partially offset by an increase of $0.7 million of software costs and $0.3 million in other operating expenses. Approximately 57.5% and 57.2% of noninterest expense for the three months ended March 31, 2026 and 2025, respectively, was related to personnel costs. Personnel costs are a significant part of our noninterest expense as such costs are critical to financial services organizations.

Previous wording

Our return on average assets was 2.1% for the three months ended September 30, 2025, compared to 0.3% for the three months ended September 30, 2024. The higher return for the three months ended September 30, 2025 is the result of a $15.1 million increase in earnings, primarily due to the $34.1 million gain on the sale of Victor, partially offset by the $7.6 million loss on the sale of available-for-sale securities associated with a strategic repositioning of our investment securities portfolio during the three months ended September 30, 2025. The increase in earnings was partially offset by an increase in average total assets of $61.8 million, which was primarily the result of a $36.3 million increase in average commercial loans, $30.9 million increase in average investment securities and $10.6 million increase in average interest-bearing balances with banks, partially offset by a $31.3 million decline in average real estate loans.

Current wording

Our return on average assets was 0.6% for the three months ended March 31, 2026, compared to 0.4% for the three months ended March 31, 2025. The higher return for the three months ended March 31, 2026 is the result of a $1.6 million increase in earnings. The increase in earnings was partially offset by an increase in average total assets of $138.1 million, which was primarily the result of a $282.5 million increase in average commercial loans, $34.2 million increase in average taxable investment securities and a $21.3 million increase in average consumer loans. These increases were partially offset by a $104.6 million decline in average interest-bearing deposits with banks, a $58.3 million decline in average real estate loans and a $45.9 million decline in tax-exempt investment securities.

Previous wording

Our return on average stockholders’ equity was 22.9% for the three months ended September 30, 2025, compared to 2.8% for the three months ended September 30, 2024. The higher return for the three months ended September 30, 2025 is a result of the previously discussed $15.1 million increase in earnings, while average equity increased by $5.6 million.

Current wording

Our return on average stockholders’ equity was 6.1% for the three months ended March 31, 2026, compared to 4.7% for the three months ended March 31, 2025. The higher return for the three months ended March 31, 2026 is a result of the previously discussed $1.6 million increase in earnings, while average equity increased by $34.4 million.

Previous wording

Cash and cash equivalents totaled $300.0 million at September 30, 2025, compared to $317.9 million at December 31, 2024. We believe the current balance of cash and cash equivalents adequately serves our liquidity and performance needs. Total cash and cash equivalents fluctuate daily due to transactions in process and other liquidity demands.

Current wording

Cash and cash equivalents totaled $177.6 million at March 31, 2026, compared to $244.1 million at December 31, 2025. We believe the current balance of cash and cash equivalents adequately serves our liquidity and performance needs. Total cash and cash equivalents fluctuate daily due to transactions in process and other liquidity demands.

Previous wording

Investment securities, including equity securities, totaled $368.9 million at September 30, 2025, compared to $453.5 million at December 31, 2024. The following table presents a summary of the investment securities portfolio as of the periods shown. The available-for-sale securities are reported at estimated fair value.

Current wording

Investment securities, including equity securities, totaled $473.2 million at March 31, 2026, compared to $461.2 million at December 31, 2025. The following table presents a summary of the investment securities portfolio as of the periods shown. The available-for-sale securities are reported at estimated fair value.

Previous wording

Our loan portfolio totaled $2.26 billion as of September 30, 2025 and $2.10 billion as of December 31, 2024. The Bank’s lending is primarily focused in North Central West Virginia, Northern Virginia, North Carolina and South Carolina. The portfolio consists principally of commercial lending, retail lending, which includes single-family residential mortgages, and consumer lending.

Current wording

Our loan portfolio totaled $2.40 billion as of March 31, 2026 and $2.34 billion as of December 31, 2025. The Bank’s lending is primarily focused in North Central West Virginia, Northern Virginia, North Carolina and South Carolina. The portfolio consists principally of commercial lending, retail lending, which includes single-family residential mortgages, and consumer lending.

Previous wording

At September 30, 2025 and December 31, 2024, commercial and non-residential real estate loans comprised the largest component of the loan portfolio. A large portion of commercial loans are secured by real estate and are diverse in terms of geographical location and industry. Loans that are not secured by real estate are typically secured by accounts receivable, mortgages or equipment. While the loan concentration is in commercial loans, the commercial portfolio is comprised of loans to many different borrowers in numerous industries, generally located in our primary market areas. Additionally, within the commercial portfolio, loans within the healthcare industry, which include loans to physicians, nursing homes and pharmacies, represent 22% and 23% of our total loan portfolio as of September 30, 2025 and December 31, 2024, respectively.

Current wording

At March 31, 2026 and December 31, 2025, commercial and non-residential real estate loans comprised the largest component of the loan portfolio. A large portion of commercial loans are secured by real estate and are diverse in terms of geographical location and industry. Loans that are not secured by real estate are typically secured by accounts receivable, mortgages or equipment. While the loan concentration is in commercial loans, the commercial portfolio is comprised of loans to many different borrowers in numerous industries, generally located in our primary market areas. Additionally, within the commercial portfolio, loans within the healthcare industry, which include loans to physicians, nursing homes and pharmacies, represent 25% and 26% of our total loan portfolio as of March 31, 2026 and December 31, 2025, respectively.

Previous wording

The ACL was $23.3 million, or 1.03% of loans receivable, at September 30, 2025, compared to $19.7 million, or 0.94% of loans receivable, at December 31, 2024. Over the nine months ended September 30, 2025, changes to the loan portfolio balances, qualitative factor adjustments and expected loss forecasts within the expected credit loss calculations resulted in allowances increases of $1.6 million to the commercial business, commercial real estate and commercial acquisition, development and construction segments. There was a further increase of $1.8 million in provision related to the individually analyzed segment, as well as an increase of $0.6 million in allowance required by the residential, home equity lines of credit and consumer segments and provision reduction of $0.3 million in the unallocated segment. Bank management expects the markets in which it operates will experience potential economic viability over the next one to two years and for the nine months ended September 30, 2025 has observed overall increases to both loan balances and allocation rates within the pooled loan portfolio.

Current wording

The ACL was $22.6 million, or 0.94% of loans receivable, at March 31, 2026, compared to $21.8 million, or 0.93% of loans receivable, at December 31, 2025. Over the three months ended March 31, 2026, changes to the loan portfolio balances, qualitative factor adjustments and expected loss forecasts within the expected credit loss calculations resulted in increases totaling $1.2 million in the allowance attributable to the residential, home equity lines of credit and consumer segments and an increase of $0.2 million in the unallocated segments. The increases were partially offset by decreases of $0.5 million to the commercial business, commercial real estate and commercial acquisition, development and construction segments and a decrease of $0.1 million in the individually analyzed segment. Bank management expects the markets in which it operates will experience potential economic volatility over the next one to two years and for the three months ended March 31, 2026 has observed increases to loan balances and decreases to allocation rates within the pooled loan portfolio.

Previous wording

Deposits remain the most significant source of funds, totaling $2.78 billion, or 97.3% of funding sources at September 30, 2025. This same information at December 31, 2024 reflected $2.69 billion in deposits representing 97.2% of funding sources. Of these amounts, Fintech deposits totaled $1.10 billion and $964.1 million at September 30, 2025 and December 31, 2024, respectively. The increase in Fintech deposits is primarily attributable to increases in banking-as-a-service and digital asset deposits to $288.9 million and $79.0 million at September 30, 2025, respectively, from $208.1 million and $22.6 million at December 31, 2024, respectively. The increase in banking-as-a-service is primarily the result of on-balance sheet deposit management, while the increase in digital asset deposits was primarily due to the acquisition of a new client during the three months ended September 30, 2025. Certificates of deposit (“CDs”) have decreased to $592.4 million at September 30, 2025, compared to $834.2 million at December 31, 2024, primarily driven by a decrease of $190.4 million of brokered CDs.

Current wording

Deposits remain the most significant source of funds, totaling $2.90 billion, or 98.1% of funding sources at March 31, 2026, as compared to $2.84 billion in deposits representing 97.3% of funding sources at December 31, 2025. Of these amounts, Fintech deposits totaled $1.14 billion and $1.21 billion at March 31, 2026 and December 31, 2025, respectively. The decrease in Fintech deposits is primarily attributable to a decreases in payments deposits and digital asset deposits to $515.5 million and $20.5 million at March 31, 2026, respectively, from $660.3 million and $31.3 million at December 31, 2025, respectively. Partially offsetting the decreases in payments and digital assets deposits was an increase in gaming deposits to $248.9 million at March 31, 2026 from $184.3 million at December 31, 2025. Certificates of deposit (“CDs”) have decreased to $488.6 million at March 31, 2026, compared to $581.9 million at December 31, 2025, primarily driven by a decrease of $57.5 million of Retail CDs and $35.7 million in Brokered CDs .

Previous wording

Borrowings represented 2.6% of funding sources at September 30, 2025, versus 2.7% at December 31, 2024. Repurchase agreements, which are available to large corporate customers, represented 0.1% of funding sources at both September 30, 2025 and December 31, 2024.

Current wording

Borrowings represented 1.8% of funding sources at March 31, 2026, versus 2.5% at December 31, 2025. Repurchase agreements, which are available to large corporate customers, represented 0.1% and 0.2% of funding sources at March 31, 2026 and December 31, 2025.

Previous wording

At September 30, 2025, noninterest-bearing balances totaled $1.03 billion, compared to $941.0 million at December 31, 2024, or 37.0% and 34.9%, respectively, of total deposits. Interest-bearing deposits totaled $1.75 billion at September 30, 2025, compared to $1.75 billion at December 31, 2024.

Current wording

At March 31, 2026, noninterest-bearing balances totaled $1.01 billion, compared to $1.14 billion at December 31, 2025, or 34.9% and 40.3%, respectively, of total deposits. Interest-bearing deposits totaled $1.89 billion at March 31, 2026, compared to $1.70 billion at December 31, 2025.

Previous wording

Average interest-bearing deposits were $1.99 billion during the three months ended September 30, 2025, compared to $1.89 billion during the same time period in 2024 and average noninterest-bearing deposits were $862.1 million during the three months ended September 30, 2025 compared to $910.8 million during the same time period in 2024.

Current wording

Average interest-bearing deposits were $1.96 billion during the three months ended March 31, 2026, compared to $1.73 billion during the same time period in 2025 and average noninterest-bearing deposits were $1.01 billion during the three months ended March 31, 2026 compared to $1.13 billion during the same time period in 2025.

Previous wording

We utilize a custodial deposit transference structure for certain deposit programs whereby we, acting as custodian of account holder funds, place a portion of such account holder funds that are not needed to support near term settlement at one or more third-party banks insured by the FDIC (each, a program bank). Accounts opened at program banks are established in our name as custodian, for the benefit of our account holders. We remain the issuer of all accounts under the applicable account holder agreements and have sole custodial control and transaction authority over the accounts opened at program banks. We maintain the records of each account holder's deposits maintained at program banks. Program banks undergo robust due diligence prior to becoming a program bank and are also subject to continuous monitoring. These off-balance sheet deposits totaled $911.6 million at September 30, 2025 and $1.42 billion at December 31, 2024 and primarily represent the gaming and banking-as-a-service industries.

Current wording

We utilize a custodial deposit transference structure for certain deposit programs whereby we, acting as custodian of account holder funds, place a portion of such account holder funds that are not needed to support near term settlement at one or more third-party banks insured by the FDIC (each, a program bank). Accounts opened at program banks are established in our name as custodian, for the benefit of our account holders. We remain the issuer of all accounts under the applicable account holder agreements and have sole custodial control and transaction authority over the accounts opened at program banks. We maintain the records of each account holder's deposits maintained at program banks. Program banks undergo robust due diligence prior to becoming a program bank and are also subject to continuous monitoring. These off-balance sheet deposits totaled $906.7 million at March 31, 2026 and $732.9 million at December 31, 2025, primarily representing the banking-as-a-service and gaming industries.

Previous wording

Three of our primary deposit verticals are payments, banking-as-a-service and gaming, with such deposits totaling $492.8 million, $288.9 million and $234.6 million as of September 30, 2025, respectively, compared to $505.8 million, $208.1 million and $227.6 million as of December 31, 2024, respectively. Of the gaming deposits, $244.0 million is with our three largest gaming clients at September 30, 2025.

Current wording

Three of our primary deposit verticals are payments, banking-as-a-service and gaming, with such deposits totaling $515.5 million, $355.1 million and $248.9 million as of March 31, 2026, respectively, compared to $660.3 million, $329.5 million and $184.3 million as of December 31, 2025, respectively. Of the gaming deposits, $208.9 million is with our three largest gaming clients at March 31, 2026.

Previous wording

During the nine months ended September 30, 2025, stockholders’ equity increased $22.1 million to $327.8 million. This increase primarily consists of net income of $22.7 million, stock based compensation expense of $2.9 million and other comprehensive income of $13.0 million, partially offset by the repurchase of 473,584 shares of common stock for a total of $10.0 million and cash dividends paid of $6.5 million.

Current wording

During the three months ended March 31, 2026, stockholders’ equity increased $1.0 million to $334.9 million. This increase primarily consists of net income of $5.2 million, common stock options exercised of $1.9 million and stock based compensation expense of $0.7 million, partially offset by an increase in other comprehensive losses of $4.2 million and cash dividends paid of $2.2 million.

Previous wording

During the nine months ended September 30, 2025, total assets increased $104.2 million. The equity to assets ratio increased to 10.1% at September 30, 2025 from 9.8% at December 31, 2024 due to the increase in stockholders’ equity. We paid dividends to common shareholders of $6.5 million during the nine months ended September 30, 2025 and 2024, compared to earnings of $22.7 million and $10.7 million during the nine months ended September 30, 2025 and 2024, respectively, resulting in the dividend payout ratio decreasing to 28.8% for the nine months ended September 30, 2025 from 61.7% for the nine months ended September 30, 2024.

Current wording

During the three months ended March 31, 2026, total assets increased $13.4 million. The equity to assets ratio was consistent at 10.1% for March 31, 2026 and December 31, 2025. We paid dividends to common shareholders of $2.2 million during the three months ended March 31, 2026 and 2025, compared to earnings of $5.2 million and $3.6 million during the three months ended March 31, 2026 and 2025, respectively, resulting in the dividend payout ratio decreasing to 42.1% for the three months ended March 31, 2026 from 61.5% for the three months ended March 31, 2025.

Previous wording

The Bank's CBLR at September 30, 2025 was 11.1%, which is above the minimum requirement of 9%. Management believes that capital continues to provide a strong base for profitable growth.

Current wording

The Bank's CBLR at March 31, 2026 was 10.1%, which is above the minimum requirement of 9%. Management believes that capital continues to provide a strong base for profitable growth.

Previous wording

Maintenance of a sufficient level of liquidity is a primary objective of the ALCO. Liquidity, as defined by the ALCO, is the ability to meet anticipated operating cash needs, loan demand and deposit withdrawals, without incurring a sustained negative impact on net interest income. It is our policy to optimize the funding of the balance sheet, continually balancing the stability and cost factors of various funding sources. We believe liquidity needs are satisfied by the current balance of cash and cash equivalents, readily available access to traditional and non-traditional funding sources and the portions of the investment and loan portfolios that mature within one year. Our liquid assets totaled $354.8 million as of September 30, 2025. We expect that these sources of funds should enable us to meet cash obligations as they come due.

Current wording

Maintenance of a sufficient level of liquidity is a primary objective of the ALCO. Liquidity, as defined by the ALCO, is the ability to meet anticipated operating cash needs, loan demand and deposit withdrawals, without incurring a sustained negative impact on net interest income. It is our policy to optimize the funding of the balance sheet, continually balancing the stability and cost factors of various funding sources. We believe liquidity needs are satisfied by the current balance of cash and cash equivalents, readily available access to traditional and non-traditional funding sources and the portions of the investment and loan portfolios that mature within one year. Our liquid assets totaled $436.4 million and $453.4 million as of March 31, 2026 and December 31, 2025. We expect that these sources of funds should enable us to meet cash obligations as they come due.

Previous wording

The main source of liquidity for the Bank comes through deposit growth. Liquidity is also provided from cash generated from investment maturities, principal payments from loans and income from loans and investment securities. For the nine months ended September 30, 2025, cash from operating and financing activities totaled $19.0 million and $64.7 million, respectively, while cash used in investing activities totaled $101.6 million. Significant cash flows during the quarter included inflows of $102.0 million in maturities and paydowns of available-for-sale investment securities, $81.3 million related to the net change in deposits, $45.7 million in net proceeds from divestitures, $30.9 million in proceeds from sales of available-for-sale investment securities and $27.7 million in proceeds from the sale of loans. These inflows were offset by outflows of $190.8 million related to the net change in loans and $103.5 million to purchase available-for-sale investment securities.

Current wording

The main source of liquidity for the Bank comes through deposit growth. Liquidity is also provided from cash generated from investment maturities, principal payments from loans and income from loans and investment securities. For the three months ended March 31, 2026, cash provided by financing activities totaled $35.4 million, while cash used in operating and investing activities totaled $23.3 million and $78.6 million, respectively. Significant cash flows during the quarter included inflows of $55.3 million related to the net change in deposits, $20.0 million of proceeds from the revolving line of credit and $14.3 million in maturities and paydowns of available-for-sale investment securities. These inflows were offset by outflows of $62.1 million related to the net change in loans, the $40.0 million redemption of subordinated debt and $30.5 million to purchase available-for-sale investment securities.

Previous wording

We believe that the current economic climate in our primary market areas reflects economic climates that are consistent with the general national economic climate. Unemployment in the United States was 4.5% for September 2025 and 3.9% for September 2024.

Current wording

We believe that the current economic climate in our primary market areas reflects economic climates that are consistent with the general national economic climate. Unemployment in the United States was 4.3% for March 2026 and 4.2% for March 2025.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

1 Non-U.S. GAAP metric. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure following this table.
Rearranged previous paragraphs (8)

Previous report — wording carried elsewhere

1 In order to make pre-tax income and resultant yields on tax-exempt loans and investment securities comparable to those on taxable loans and investment securities, a tax-equivalent adjustment has been computed using a federal tax rate of 21% for the nine months ended September 30, 2025 and 2024, which is a non-U.S. GAAP financial measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure following this table.

Previous report — wording carried elsewhere

2 Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

Previous report — wording carried elsewhere

Average interest-bearing liabilities increased $99.0 million, which was primarily the result of average balance increases of $212.2 million in negotiable order of withdrawal accounts, $52.5 million in money market checking accounts and $34.9 million in savings accounts, partially offset by a decrease of $200.0 million in certificates of deposit.

Previous report — wording carried elsewhere

Average investment securities increased $51.2 million as the result of a $58.5 million increase in taxable investments, partially offset by a $7.2 million decrease in tax-exempt investments during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The yield on taxable securities increased 84 basis points and the tax-exempt securities yield increased 32 basis points.

Previous report — wording carried elsewhere

The increase from the prior year period primarily reflects increases of $4.5 million in salaries and employee benefits, $2.1 million in other operating expense, $1.1 million in software costs and $1.0 million in occupancy expense. These increases were partially offset by declines of $5.6 million in professional fees, $0.9 million in equipment depreciation and maintenance expense and $0.2 million in travel, entertainment, dues and subscriptions. Approximately 59.2% and 55.5% of noninterest expense for the nine months ended September 30, 2025 and 2024, respectively, was related to personnel costs. Personnel costs are a significant part of our noninterest expense, as such costs are critical to financial services organizations.

Previous report — wording carried elsewhere

Our return on average stockholders’ equity was 10.0% for the nine months ended September 30, 2025, compared to 4.9% for the nine months ended September 30, 2024. The higher return for the nine months ended September 30, 2025 is a result of the previously discussed $12.1 million increase in earnings, while average equity increased by $12.8 million.

Previous report — wording carried elsewhere

Average interest-bearing deposits were $1.85 billion during the nine months ended September 30, 2025 compared to $1.81 billion during the same time period in 2024 and average noninterest-bearing deposits were $946.3 million during the nine months ended September 30, 2025 compared to $1.11 billion during the same time period in 2024.