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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
|
FORM 10-K/A (Amendment No. 1) |
| (Mark One) |
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2025 |
| or |
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from __________ to __________ |
|
Commission file number 001-38314 |
|
|
| MVB Financial Corp. |
| (Exact name of registrant as specified in its charter) |
| | | | |
| West Virginia | | | | 20-0034461 |
(State or other jurisdiction of
incorporation or organization) | | | | (I.R.S. Employer Identification No.) |
| | | | |
301 Virginia Avenue, Fairmont, WV | | | | 26554 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code (304) 363-4800 |
| | | | |
Securities registered pursuant to Section 12(b) of the Act: | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| Common Stock, $1.00 Par Value Per Share | | MVBF | | The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Securities registered pursuant to Section 12(g) of the Act: None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | | | | | | | | | | | | | | |
| Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated filer ☐ | Smaller reporting company ☐ | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
Based upon the closing price of the common shares of the registrant on June 30, 2025 of $22.53 as reported on the Nasdaq Capital Market, the aggregate market value of the common shares of the registrant held by non-affiliates during that time was $262.3 million. For this purpose, certain executive officers and directors
are considered affiliates. This calculation does not reflect a determination that such persons are affiliates for any other purpose.
As of March 11, 2026, the registrant had 12,844,813 shares of common stock outstanding with a par value of $1.00 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
On March 12, 2026, MVB Financial Corp. (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2025 with the Securities and Exchange Commission (the “Original Filing”).
This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of the Company is being filed solely to amend Item 15(c) of Part IV of the Original Filing to include the separate financial statements of Warp Speed Holdings, LLC (“Warp Speed”) as required under Rule 3-09 of Regulation S-X (“Rule 3-09”). The financial statements of Warp Speed for its fiscal year ended December 31, 2025 were not available at the time the Company filed the Original Filing. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1.
Warp Speed was significant under Rule 3-09 for the fiscal years ended December 31, 2025, but not for the fiscal years ended December 31, 2024 and 2023. As a result, under Rule 3-09, we have included in this Amendment No. 1 audited consolidated financial statements for the fiscal year ended December 31, 2025 and unaudited consolidated financial statements for the years ended December 31, 2024 and 2023.
Part IV, Item 15 is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. This Amendment No. 1 also updates, amends and supplements Part IV, Item 15 of the Original Filing to include, among other items, the filing of new certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rules 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended. This Amendment No. 1 does not change any other information set forth in the Original Filing. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the accountants’ consent for Warp Speed and certifications required to be filed as exhibits hereto.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial and informational statements of the registrant are included in the Company’s Annual Report on Form 10-K filed on March 12, 2026:
| | | | | |
| (a)(1) | Financial Statements |
| Report of Independent Registered Public Accounting Firm Opinion on the Consolidated Financial Statements |
| Report of Independent Registered Public Accounting Firm Opinion on Internal Control over Financial Reporting |
| Consolidated Balance Sheets at December 31, 2025 and 2024 |
| Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023 |
| Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 |
| Notes to Consolidated Financial Statements |
| Management’s Annual Report on Internal Control over Financial Reporting |
| |
| (b) | Exhibits |
| Exhibits filed with this Annual Report on Form 10-K/A (Amendment No.1) pursuant to Item 601 of Regulation S-K are attached hereto. For a list of such exhibits, refer to the “Exhibit Index” below. These exhibits should be read in conjunction with Item 15 of the Company’s Annual Report on Form 10-K filed on March 12, 2026. |
EXHIBIT INDEX | | | | | | | | | | | | | | |
| Exhibit Number | | Description | | Exhibit Location |
| 23.2 | | Consent of Independent Registered Public Accounting Firm | | |
| 31.3 | | Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 | | |
| 31.4 | | Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 | | |
| 32.2* | | Certificate of Principal Executive Officer & Principal Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002 | | |
| 99.1 | | Financial Statements of Warp Speed for the year ended December 31, 2025 | | |
| 101.INS | | XBRL Instance Document | | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.SCH | | XBRL Taxonomy Extension Schema | | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase | | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase | | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase | | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase | | Annual Report Form 10-K, File No. 001-38314, filed March 12, 2026, and incorporated by reference herein |
(*) In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.2 hereto are deemed to accompany this Form 10-K/A and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
