Skip to main content

MVB FINANCIAL CORP

For the period ended Jun 30, 2026. Filed Aug 5, 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.

Jun 30, 2026 · Filed Aug 5, 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 2026-03-31; filed 2026-05-06.

0001277902-26-000065

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

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001277902-26-000084

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 105 previous paragraphs and 123 current paragraphs.

70 unchanged; 32 reworded; 13 added; 3 removed; 0 previous and 8 current paragraphs rearranged.

Tables are not compared: 6 previous and 7 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 (13)

Current report

Net income for the three months ended June 30, 2026 was $12.3 million compared to $2.0 million for the three months ended June 30, 2025. Net income for the three months ended June 30, 2026 includes a $10.0 million pre-tax gain related to an existing Fintech investment recognized in the second quarter. Net income for the three months ended June 30, 2026 resulted in a return on average assets of 1.4% and a return on average equity of 14.3%, compared to 0.3% and 2.6%, respectively, for the three months ended June 30, 2025. Basic and diluted earnings per share were $0.95 and $0.93, respectively, for the three months ended June 30, 2026, compared to $0.16 and $0.15, respectively, for the three months ended June 30, 2025. The provision for credit losses was $4.7 million for the three months ended June 30, 2026, inclusive of $2.6 million of provision related to loan growth in the quarter, compared to a $2.0 million provision for credit losses for the three months ended June 30, 2025.

Current report

During the six months ended June 30, 2026, net interest income increased $8.3 million, noninterest income increased $12.1 million and noninterest expense increased $1.3 million compared to the six months ended June 30, 2025. The yield on tax-equivalent earning assets for the six months ended June 30, 2026 was 6.06% compared to 5.98% for the six months ended June 30, 2025. Loans receivable increased by $133.2 million to $2.48 billion during the six months ended June 30, 2026. The cost of interest-bearing liabilities was 3.18% for the six months ended June 30, 2026 compared to 3.59% at June 30, 2025. The tax-equivalent net interest margin was 3.94% for the six months ended June 30, 2026, compared to 3.67% for the six months ended June 30, 2025.

Current report

Average interest-bearing liabilities increased $167.0 million, primarily driven by a $185.0 million increase in average interest-bearing deposits and a $20.0 million increase in the average balance of the revolving line of credit, which was entered into during the first quarter of 2026. These increases were partially offset by a $39.8 million decrease in the average balance of subordinated debt resulting from the $40.0 million redemption during the first quarter of 2026.

Current report

Average interest-bearing liabilities increased $205.7 million, primarily driven by a $219.6 million increase in average interest-bearing deposits and a $13.8 million increase in the average balance of the revolving line of credit, which was entered into during the first quarter of 2026. These increases were partially offset by a $26.5 million decrease in the average balance of subordinated debt resulting from the $40.0 million redemption during the first quarter of 2026.

Current report

Average interest-bearing deposits were $2.00 billion for the six months ended June 30, 2026 and $1.78 billion for the six months ended June 30, 2025. The $219.6 million increase was primarily driven by average balance increases of $215.0 million in money market checking accounts, $195.9 million in negotiable order of withdrawal accounts and $45.9 million in saving accounts, partially offset by a decline of $236.6 million in CDs.

Current report

Total interest expense declined by $0.5 million, primarily driven by a lower balance in CDs and lower interest rates. The cost of interest-bearing liabilities declined to 3.18% in the six months ended June 30, 2026 from 3.59% in the six months ended June 30, 2025.

Current report

The provision for credit losses totaled $6.5 million for the the six months ended June 30, 2026, compared to $2.2 million for the the six months ended June 30, 2025. Loan balances increased $133.2 million during the six months ended June 30, 2026, resulting in a $3.5 million provision. The individually analyzed provision also increased by $3.2 million, the unallocated allowance was reduced by $1.1 million and slight degradation in the adjusted allocation rates due to model updates resulted in an increase of provision of $0.7 million. The release of allowance for unfunded commitments totaled $0.3 million and was immaterial during the six months ended June 30, 2026 and 2025, respectively. Net charge-offs totaled $2.9 million and $1.0 million during the six months ended June 30, 2026 and 2025, respectively.

Current report

Noninterest income totaled $27.0 million for the six months ended June 30, 2026, an increase of $12.1 million from $15.0 million for the six months ended June 30, 2025. The increase was primarily the result of an $11.7 million increase in holding gains on equity securities, which primarily reflects the previously discussed gain on an existing Fintech investment, a $1.5 million increase in payment card and service charge income, a $0.8 million increase in equity method investment income and a $0.8 million increase in gain on equity securities. These increases were partially offset by decreases of other operating income of $1.3 million and loss on derivatives of $0.7 million.

Current report

Return on average assets was 1.0% for the six months ended June 30, 2026, compared to 0.3% for the six months ended June 30, 2025. The higher return was the result of an $11.9 million increase in net income, which primarily reflects the previously discussed net gain on an existing Fintech investment. The increase in earnings was partially offset by a $240.7 million increase in average total assets, which was primarily driven by increases of $290.5 million in average commercial loans, $63.1 million in average consumer loans and $50.3 million in average taxable investment securities. These increases were partially offset by decreases of $91.9 million in average interest-bearing deposits with banks, $53.4 million in average real estate loans and $42.9 million in average tax-exempt investment securities.

Current report

Return on average stockholders’ equity was 14.3% for the three months ended June 30, 2026, compared to 2.6% for the three months ended June 30, 2025. The higher return was primarily driven by the $10.2 million increase in earnings, partially offset by a $37.8 million increase in average equity.

Current report

Return on average stockholders’ equity was 10.2% for the six months ended June 30, 2026, compared to 3.7% for the six months ended June 30, 2025. The higher return was primarily driven by the $11.9 million increase in earnings, partially offset by a $36.1 million increase in average equity.

Current report

For the three months ended June 30, 2026, average interest-bearing deposits were $1.98 billion and average noninterest-bearing deposits were $1.03 billion, compared to $1.80 billion and $886.7 million, respectively, for the three months ended June 30, 2025.

Current report

For the six months ended June 30, 2026, average interest-bearing deposits were $2.00 billion and average noninterest-bearing deposits were $0.99 billion, compared to $1.78 billion and $989.1 million, respectively, for the six months ended June 30, 2025.
Removed paragraphs (3)

Previous 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.

Previous report

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 report

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.
Reworded paragraphs (32)

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 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.

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 from 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 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.

Current wording

During the three months ended June 30, 2026, net interest income increased $6.5 million, noninterest income increased $10.9 million and noninterest expense increased $1.8 million compared to the three months ended June 30, 2025. The tax-equivalent yield on earning assets for the three months ended June 30, 2026 was 6.25% compared to 6.04% for the three months ended June 30, 2025. Loans receivable increased $72.7 million to $2.48 billion during the three months ended June 30, 2026. The cost of interest-bearing liabilities was 3.20% for the three months ended June 30, 2026 compared to 3.55% at June 30, 2025. The tax-equivalent net interest margin was 4.16% for the three months ended June 30, 2026, compared to 3.69% for the three months ended June 30, 2025. The tax-equivalent net interest margin for the three months ended June 30, 2026 includes $2.3 million of non-recurring net interest income.

Previous 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.

Current wording

Net income for the six months ended June 30, 2026 was $17.4 million compared to $5.6 million for the six months ended June 30, 2025. Net income for the six months ended June 30, 2026 includes a $10.0 million pre-tax gain related to an existing Fintech investment recognized in the second quarter. Net income for the six months ended June 30, 2026 resulted in a return on average assets of 1.0% and a return on average equity of 10.2%, compared to 0.3% and 3.7%, respectively, for the six months ended June 30, 2025. Basic and diluted earnings per share were $1.36 and $1.32, respectively, for the six months ended June 30, 2026, compared to $0.43 and $0.42, respectively, for the six months ended June 30, 2025. The tax-equivalent net interest margin for the six months ended June 30, 2026 includes $2.3 million of non-recurring net interest income.

Previous wording

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.

Current wording

1 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 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.

Current wording

Tangible book value (“TBV”) per common share was $26.52 and $23.68 as of June 30, 2026 and June 30, 2025, respectively. TBV per common share is a non-U.S. GAAP financial 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 3.73% 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.

Current wording

Net interest margin on a tax-equivalent basis was 4.16% for the three months ended June 30, 2026 compared to 3.69% for the three months ended June 30, 2025. The increase in net interest margin on a tax-equivalent basis primarily reflects a decline in funding costs and an increase in earning asset yields.

Previous 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.

Current wording

Average investment securities increased $25.8 million as the result of a $66.3 million increase in taxable investments, partially offset by a $40.5 million decrease in tax-exempt investments during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The yield on taxable securities increased 146 basis points, and the yield on tax-exempt securities increased 46 basis points.

Previous 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.

Current wording

Average interest-bearing deposits were $1.98 billion for the three months ended June 30, 2026 and $1.80 billion for the three months ended June 30, 2025. The $185.0 million increase was primarily driven by average balance increases of $223.4 million in money market checking accounts, $139.9 million in negotiable order of withdrawal accounts and $32.1 million in savings accounts, partially offset by a decline of $209.6 million in CDs.

Previous 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.

Current wording

Total interest expense declined $0.3 million, primarily driven by a lower balance in CDs and lower interest rates. The cost of interest-bearing liabilities declined to 3.20% for the three months ended June 30, 2026 from 3.55% for the three months ended June 30, 2025.

Previous 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.

Current wording

During the six months ended June 30, 2026, net interest income increased by $8.3 million, or 15.8%, to $60.7 million from $52.5 million during the six months ended June 30, 2025. This increase is largely due to a decrease in cost of funds and an increase in yields on earning assets. Average total earning assets were $3.12 billion in the six months ended June 30, 2026 compared to $2.90 billion in the six months ended June 30, 2025. Total interest income increased by $7.7 million, or 9.0%, to $93.4 million in the six months ended June 30, 2026 from $85.6 million in the six months ended June 30, 2025, primarily reflecting higher average loan balances, partially offset by lower interest rates. Average total loans increased to $2.40 billion in the six months ended June 30, 2026 from $2.10 billion in the six months ended June 30, 2025, primarily as the result of a $290.5 million increase in average commercial loans and a $63.1 million increase in average consumer loans, partially offset by a $53.4 million decrease in average real estate loans.

Previous wording

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 wording

The provision for credit losses totaled $4.7 million for the three months ended June 30, 2026 compared to $2.0 million for the three months ended June 30, 2025. The increase in provision reflected continued loan growth with total loans increasing $72.7 million during the three months ended June 30, 2026. This loan growth, combined with specific reserves associated with a small number of isolated credits and updates to the qualitative factors based on current economic conditions, resulted in an additional provision of $2.6 million during the three months ended June 30, 2026. Individually analyzed provision was increased by $3.3 million, unallocated allowance was reduced by $1.3 million and light degradation in the adjusted allocation rates due to model updates resulted in an increase of provision of $1.0 million. The provision for unfunded commitments totaled $0.1 million and $0.2 million during the three months ended June 30, 2026 and 2025, respectively. Net charge-offs totaled $1.4 million and $0.2 million during the three months ended June 30, 2026 and 2025, respectively.

Previous 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.

Current wording

Noninterest income totaled $18.8 million for the three months ended June 30, 2026, an increase of $10.9 million from $7.9 million for the three months ended June 30, 2025. The increase was primarily the result of a $10.7 million increase in holding gains on equity securities, which primarily reflects a $10.0 million net gain on an existing Fintech investment, a $1.4 million increase in payment card and service charge income and a $0.8 million gain on equity securities. These increases were partially offset by decreases in other operating income of $0.8 million, loss on derivatives of $0.7 million and equity method investment income of $0.5 million.

Previous 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.

Current wording

Noninterest expense totaled $30.4 million for the three months ended June 30, 2026, an increase of $1.8 million from $28.6 million for the three months ended June 30, 2025. The increase was primarily driven by increases of $1.8 million in salaries and employee benefits, $0.5 million in software costs and $0.5 million in other operating expenses, partially offset by decreases of $0.8 million in professional fees and $0.3 million in equipment depreciation and maintenance expense. Approximately 58.0% and 55.3% of noninterest expense for the three months ended June 30, 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 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.

Current wording

Return on average assets was 1.4% for the three months ended June 30, 2026, compared to 0.3% for the three months ended June 30, 2025. The higher return was the result of a $10.2 million increase in net income, which primarily reflects the previously discussed net gain on an existing Fintech investment. The increase in earnings was partially offset by a $342.2 million increase in average total assets, which was primarily driven by increases of $313.2 million in average commercial loans, $89.6 million in average consumer loans and $66.3 million in average taxable investment securities. These increases were partially offset by decreases of $79.3 million in average interest-bearing deposits with banks, $48.6 million in average real estate loans and $40.5 million in average tax-exempt investment securities.

Previous 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.

Current wording

Cash and cash equivalents totaled $312.6 million at June 30, 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 $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.

Current wording

Investment securities, including equity securities, totaled $492.1 million at June 30, 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 $2.40 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.

Current wording

Our loan portfolio totaled $2.48 billion as of June 30, 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, South Carolina, Maryland and New York. The portfolio consists principally of commercial lending, retail lending, which includes single-family residential mortgages, and consumer lending.

Previous 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.

Current wording

At June 30, 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 25.0% and 27.8% of our total loan portfolio as of June 30, 2026 and December 31, 2025, respectively.

Previous 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.

Current wording

The ACL was $28.2 million, or 1.14% of loans receivable, at June 30, 2026, compared to $21.8 million, or 0.93% of loans receivable, at December 31, 2025. Over the six months ended June 30, 2026, changes to the loan portfolio balances, qualitative factor adjustments and expected loss forecasts within the expected credit loss calculations resulted in an increase of $3.2 million to specific reserves for individually analyzed loans, increases totaling $2.2 million in the ACL attributable to the purchased seasoned residential loans, as well as consumer, home equity lines of credit and other segments, an increase of $1.6 million in the residential segment and a $1.0 million increase across the commercial real estate, owner occupied commercial real estate and commercial and industrial segments. The increases were partially offset by decreases of $1.1 million to the unallocated segment, decreases of $0.4 million to the commercial acquisition, development and construction segment and a decrease of $0.1 million in the residential construction segment. Bank management expects the markets in which it operates will experience potential economic volatility over the next one to two years. For the six months ended June 30, 2026, bank management has observed increases to loan balances and increases to allocation rates within the pooled loan portfolio.

Previous 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 .

Current wording

As a component of total deposits, Fintech deposits totaled $1.25 billion and $1.21 billion at June 30, 2026 and December 31, 2025, respectively. The increase in Fintech deposits is primarily attributable to an increase in gaming deposits, which were $278.8 million at June 30, 2026, compared to $184.3 million at December 31, 2025 and an increase in banking-as-a-service deposits, which were $342.4 million at June 30, 2026, compared to $329.5 million at December 31, 2025. These increases were partially offset by declines in payments deposits and digital asset deposits, which were $598.0 million and $28.8 million, respectively, at June 30, 2026, compared to $660.3 million and $31.3 million at December 31, 2025.

Previous 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.

Current wording

Borrowings represented 1.7% of funding sources at June 30, 2026, compared to 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 June 30, 2026 and December 31, 2025.

Previous 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.

Current wording

At June 30, 2026, noninterest-bearing balances totaled $1.07 billion, consistent with the balance at December 31, 2025, or 34.4% and 40.3%, respectively, of total deposits. Interest-bearing deposits totaled $2.04 billion at June 30, 2026, compared to $1.70 billion at December 31, 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 $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.

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 $627.9 million at June 30, 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 $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.

Current wording

Three of our primary deposit verticals are payments, banking-as-a-service and gaming, with such deposits totaling $598.0 million, $342.4 million and $278.8 million as of June 30, 2026, respectively, compared to $660.3 million, $329.5 million and $184.3 million as of December 31, 2025, respectively. Of the gaming deposits, which primarily include clients engaged in online sports betting, $249.8 million is with our three largest gaming clients at June 30, 2026.

Previous 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.

Current wording

During the six months ended June 30, 2026, stockholders’ equity increased $10.6 million to $344.5 million. This increase primarily consists of net income of $17.4 million, common stock options exercised of $2.8 million and stock-based compensation expense of $1.5 million, partially offset by an increase in other comprehensive losses of $4.2 million, cash dividends paid of $4.4 million and stock repurchases of $1.2 million.

Previous 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.

Current wording

During the six months ended June 30, 2026, total assets increased $236.9 million. The equity to assets ratio declined from 10.1% at December 31, 2025 to 9.7% at June 30, 2026. We paid dividends to common shareholders of $4.4 million during the six months ended June 30, 2026 and 2025, compared to earnings of $17.4 million and $5.6 million during the six months ended June 30, 2026 and 2025, respectively, resulting in the dividend payout ratio decreasing to 25.1% for the six months ended June 30, 2026 from 79.1% for the six months ended June 30, 2025.

Previous 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.

Current wording

The Bank's CBLR at June 30, 2026 was 10.3%, which is above the minimum requirement of 8%. Management believes that capital continues to provide a strong base for profitable growth.

Previous wording

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.

Current wording

In April 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 became effective July 1, 2026.

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 $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.

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 $443.3 million and $453.4 million as of June 30, 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 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.

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 six months ended June 30, 2026, cash provided by financing activities totaled $245.3 million, while cash used in operating and investing activities totaled $18.1 million and $158.7 million, respectively. Significant cash flows during the quarter included inflows of $269.3 million related to the net change in deposits, $22.8 million in maturities and paydowns of available-for-sale investment securities and $20.0 million of proceeds from the revolving line of credit. These inflows were partially offset by outflows of $134.6 million related to the net change in loans, $51.5 million to purchase available-for-sale investment securities and the $40.0 million redemption of subordinated debt.

Previous wording

We consider North Central West Virginia and Northern Virginia to be our primary market areas for CoRe banking services. We consider our Fintech banking market to be customers located throughout the entire United States.

Current wording

We consider North Central West Virginia and Northern Virginia to be our primary market areas for CoRe banking services. We consider our Fintech banking market to be customers located throughout the United States.

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 4.3% for March 2026 and 4.2% for March 2025.

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 4.4% for June 2026 and June 2025.
Rearranged current paragraphs (8)

Current report — wording carried from 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 six months ended June 30, 2026 and 2025, 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.

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

During the three months ended June 30, 2026, net interest income increased by $6.5 million or 25.2% to $32.3 million from $25.8 million during the three months ended June 30, 2025. This increase was largely due to a decrease in cost of funds and an increase in yields on earning assets. Average total earning assets were $3.13 billion as of June 30, 2026, compared to $2.82 billion as of June 30, 2025. Total interest income increased by $6.2 million, or 14.6%, to $48.6 million for the three months ended June 30, 2026 from $42.4 million for the three months ended June 30, 2025, primarily reflecting higher average loan balances, partially offset by lower interest rates. Average total loans increased to $2.44 billion in the three months ended June 30, 2026 from $2.09 billion in the three months ended June 30, 2025, primarily as the result of a $313.2 million increase in average commercial loans and a $89.6 million increase in average consumer loans, partially offset by a $48.6 million decrease in average real estate loans.

Current report — wording carried from elsewhere

Net interest margin on a tax-equivalent basis was 3.94% for the six months ended June 30, 2026 compared to 3.67% for the six months ended June 30, 2025. The increase in net interest margin on a tax-equivalent basis primarily reflects a decline in funding costs and an increase in earning asset yields.

Current report — wording carried from elsewhere

Average investment securities increased $7.5 million as the result of a $50.3 million increase in taxable investments, partially offset by a $42.9 million decrease in tax-exempt investments during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The yield on taxable securities increased 150 basis points, and the tax-exempt securities yield increased 52 basis points.

Current report — wording carried from elsewhere

Noninterest expense totaled $58.5 million for the six months ended June 30, 2026, an increase of $1.3 million from $57.3 million for the six months ended June 30 2025. The increase was primarily driven by increases of $1.6 million in salaries and employee benefits, $1.2 million in software costs and $0.8 million in other operating expenses, partially offset by decreases of $1.9 million in professional fees and $0.7 million in equipment depreciation and maintenance expense. Approximately 57.7% and 56.2% of noninterest expense for the six months ended June 30, 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.

Current report — wording carried from elsewhere

Deposits remain the most significant source of funds, totaling $3.11 billion, or 98.2% of funding sources at June 30, 2026, compared to $2.84 billion, or 97.3% of funding sources, at December 31, 2025.

Current report — wording carried from elsewhere

CDs decreased to $429.7 million at June 30, 2026, compared to $581.9 million at December 31, 2025, primarily driven by a decrease of $82.5 million of Retail CDs and $69.7 million in Brokered CDs.