or Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 (Registrant's telephone number, including area code) ☐ 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: 001-38647 FVCBankcorp, Inc. (Exact name of registrant as specified in i ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) FVCBankcorp, Inc. operates as a bank holding company, FVCbank, providing commercial banking services in the Washington D.C. and Baltimore areas, with a focus on commercial real estate lending and strategic growth initiatives - The Company operates as a bank holding company primarily through its subsidiary, **FVCbank**, serving commercial and retail customers in the Washington, D.C. and Baltimore metropolitan areas[18](index=18&type=chunk) - Key strategic moves include the **2018 acquisition of Colombo Bank** to expand its physical presence and a **2021 investment in Atlantic Coast Mortgage, LLC (ACM)** for a **27.7% ownership stake** as of December 31, 2022, which also includes a warehouse lending facility[19](index=19&type=chunk)[21](index=21&type=chunk) - The company's primary market is characterized by **strong economic indicators**, including **high household incomes** and **unemployment rates below the national average**, supported by the presence of the federal government and a diverse business landscape[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - Lending activities are concentrated in commercial real estate, which constituted **67.8% of total loans** as of December 31, 2022. The company also has special expertise in **government contract financing**[36](index=36&type=chunk)[40](index=40&type=chunk)[47](index=47&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces market, credit, strategic, and operational risks, including interest rate sensitivity, commercial real estate concentration, and regulatory compliance challenges - Market risks include sensitivity to economic conditions, **interest rate changes** that affect net interest income, **high inflation** impacting costs and borrower repayment ability, and the **transition from LIBOR to SOFR**[125](index=125&type=chunk)[128](index=128&type=chunk)[132](index=132&type=chunk) - A substantial portion of the loan portfolio consists of **real estate-related loans concentrated in the Washington, D.C. metropolitan area**, exposing the company to risks from adverse changes in this specific market[141](index=141&type=chunk)[143](index=143&type=chunk) - As of December 31, 2022, commercial real estate loans, as defined for regulatory purposes, represented **405% of total risk-based capital**, **exceeding the 300% regulatory guidance threshold** and requiring heightened risk management[161](index=161&type=chunk) - Operational risks include **dependence on third-party information technology systems**, particularly a long-term contract with Fidelity National Information Services, Inc. for core data processing, and **significant cybersecurity threats**[170](index=170&type=chunk)[171](index=171&type=chunk) - The company operates in a **highly regulated industry**, subject to **extensive laws** from federal and state agencies that govern **capital requirements**, business activities, and compliance, which can be difficult and costly[184](index=184&type=chunk)[185](index=185&type=chunk) [Properties](index=32&type=section&id=Item%202.%20Properties) The company's main office is in Fairfax, Virginia, operating ten branch offices and one loan production office, mostly leased - The main executive office is located at 11325 Random Hills Road, **Fairfax, Virginia**[194](index=194&type=chunk) - The company operates a total of **ten branch offices and one loan production office**. It **leases all properties except for its branch in Baltimore, Maryland**, which it owns[194](index=194&type=chunk) [Legal Proceedings](index=33&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings, nor is management aware of any threatened actions - The Company is **not currently party to any material legal proceedings**[196](index=196&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=34&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) FVCB common stock trades on Nasdaq, with no current dividend policy, a recent stock split, and a share repurchase program - The company's common stock is listed on the **Nasdaq Capital Market** under the symbol "**FVCB**"[199](index=199&type=chunk) - The company has **not paid cash dividends** and does not currently intend to, instead **retaining earnings to finance growth**. Dividend payments are also subject to regulatory limitations[200](index=200&type=chunk)[201](index=201&type=chunk) - A **five-for-four stock split**, in the form of a **25% stock dividend**, was approved on December 15, 2022, and paid on January 31, 2023[203](index=203&type=chunk) - A stock repurchase program was adopted in March 2022 to buy back up to **1,351,075 shares**. For the year ended December 31, 2022, **37,454 shares** were repurchased at a total cost of **$730 thousand**[204](index=204&type=chunk)[205](index=205&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FVCB experienced asset and net income growth in 2022, driven by loan expansion and improved net interest margin, while managing increased loan loss provisions and noninterest income decline Key Financial Highlights (2022 vs 2021) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Total Assets** | **$2.34 billion** | **$2.20 billion** | | **Total Loans, net** | **$1.84 billion** | **$1.50 billion** | | **Total Deposits** | **$1.83 billion** | **$1.88 billion** | | **Net Income** | **$25.0 million** | **$21.9 million** | | **Diluted EPS** | **$1.35** | **$1.20** | | **Net Interest Margin** | **3.19%** | **3.09%** | | **Return on Average Assets** | **1.18%** | **1.11%** | | **Return on Average Equity** | **12.34%** | **10.92%** | | **Nonperforming Assets / Total Assets** | **0.19%** | **0.16%** | - Net interest income increased by **13%** to **$65.2 million** in 2022, driven by strong loan growth and a rising interest rate environment, which increased the yield on interest-earning assets[227](index=227&type=chunk)[237](index=237&type=chunk)[250](index=250&type=chunk) - The company recorded a **$2.6 million provision** for loan losses in 2022, compared to a **$500 thousand reversal** in 2021, primarily to support the significant growth in the loan portfolio[227](index=227&type=chunk)[261](index=261&type=chunk) - Noninterest income decreased to **$2.8 million** from **$4.3 million** in 2021, mainly due to a **loss of $659 thousand** from its minority interest in Atlantic Coast Mortgage (ACM), compared to **income of $1.5 million** in the prior year[227](index=227&type=chunk)[268](index=268&type=chunk) - In February 2023, the company executed a balance sheet de-leveraging strategy by selling **$40.3 million** in lower-yielding investment securities to pay down high-cost FHLB advances and fund higher-yielding loans, expecting to **improve future net interest margin**[278](index=278&type=chunk) [Financial Statements and Supplementary Data](index=60&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2022 and 2021, detailing financial position, operations, cash flows, and comprehensive accounting policy disclosures [Consolidated Statements of Condition](index=62&type=section&id=Consolidated%20Statements%20of%20Condition) Total assets grew to $2.34 billion in 2022, driven by loan growth, while total liabilities increased and stockholders' equity slightly decreased Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$2,344,322** | **$2,202,924** | | Cash and equivalents | $81,553 | $240,958 | | Securities (AFS & HTM) | $278,333 | $357,876 | | Loans, net | $1,824,394 | $1,490,020 | | Goodwill and intangibles, net | $7,790 | $8,052 | | **Total Liabilities** | **$2,141,940** | **$1,993,128** | | Total Deposits | $1,830,162 | $1,883,769 | | FHLB advances | $235,000 | $25,000 | | Subordinated notes, net | $19,565 | $19,510 | | **Total Stockholders' Equity** | **$202,382** | **$209,796** | [Consolidated Statements of Income](index=63&type=section&id=Consolidated%20Statements%20of%20Income) Net income increased to $25.0 million in 2022, driven by higher net interest income, despite increased loan loss provisions and lower noninterest income Consolidated Income Statement Highlights (in thousands) | Account | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net Interest Income | $65,244 | $57,947 | | Provision for (reversal of) loan losses | $2,629 | $(500) | | Noninterest Income | $2,834 | $4,302 | | Noninterest Expenses | $34,460 | $34,540 | | **Net Income** | **$24,984** | **$21,933** | | **Earnings per share, diluted** | **$1.35** | **$1.20** | [Notes to Consolidated Financial Statements](index=67&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) These notes detail accounting policies, including CECL adoption, and provide comprehensive breakdowns of loans, investments, deposits, and capital adequacy - The company adopted the **Current Expected Credit Losses (CECL) model** on **January 1, 2023**. The initial adjustment was **not significant** to the overall allowance for credit losses or shareholders' equity[409](index=409&type=chunk)[434](index=434&type=chunk) - The loan portfolio is segmented into originated and acquired loans, with acquired loans from the Colombo acquisition initially measured at fair value. As of Dec 31, 2022, total loans were **$1.84 billion**, with commercial real estate being the largest segment at **$1.10 billion**[467](index=467&type=chunk) - The Bank is subject to **minimum regulatory capital requirements** and is considered "**well capitalized**" under prompt corrective action regulations as of December 31, 2022[539](index=539&type=chunk)[544](index=544&type=chunk) Bank Capital Ratios (as of Dec 31, 2022) | Capital Ratio | Actual | Minimum Requirement (w/ Buffer) | To Be Well Capitalized | | :--- | :--- | :--- | :--- | | Total risk-based capital | **13.28%** | > 10.50% | > 10.00% | | Tier 1 risk-based capital | **12.45%** | > 8.50% | > 8.00% | | Common equity tier 1 capital | **12.45%** | > 7.00% | > 6.50% | | Leverage capital ratio | **10.75%** | > 4.00% | > 5.00% | [Controls and Procedures](index=109&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with no material changes - Management concluded that the Company's disclosure controls and procedures were **effective** as of the end of the period covered by the report[606](index=606&type=chunk) - Based on an assessment using the 2013 COSO framework, management believes the Company's internal control over financial reporting was **effective** as of December 31, 2022[608](index=608&type=chunk) - **No material changes** in the Company's internal control over financial reporting occurred during the fourth quarter of 2022[611](index=611&type=chunk) Part III [Directors, Executive Officers, Compensation, and Corporate Governance](index=111&type=section&id=Item%2010%2C%2011%2C%2012%2C%2013%2C%2014) This section incorporates proxy statement information on directors, executive compensation, security ownership, and provides equity compensation plan details - Information regarding Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, and Principal Accountant Fees is **incorporated by reference** from the Company's Proxy Statement for the 2023 Annual Meeting of Shareholders[615](index=615&type=chunk)[616](index=616&type=chunk)[617](index=617&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2022) | Plan Category | Securities to Be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining for Future Issuance | | :--- | :--- | :--- | :--- | | Equity Compensation Plans Approved by Stockholders | **1,621,920** | **$6.82** | **157,263** | Part IV [Exhibit and Financial Statement Schedules](index=112&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including corporate governance documents, material contracts, and required certifications - **Lists all exhibits filed** with the report, including Articles of Incorporation, Bylaws, form of Subordinated Note, employment agreements, and stock plans[623](index=623&type=chunk) - Includes **required certifications** by the Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906[623](index=623&type=chunk) - The **consent of the independent registered public accounting firm**, Yount, Hyde & Barbour, P.C., is filed as Exhibit 23.1[623](index=623&type=chunk)

Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission File Number: 001-38647 FVCBankcorp, Inc. (Exact name of registrant as specified in its charter) Virginia 47-5020283 (State or other jurisdiction of incorporation or organization) 11325 Random Hills Road Suite 240 Fairfax, Virginia 22030 (Address of principal executive offices) (Zip Code) For the transition per ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or Commission File Number: 001-38647 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to FVCBankcorp, Inc. (Exact name of registrant as specified in its charter) Virginia 47-5020283 (State or other jurisd ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 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: 001-38647 FVCBankcorp, Inc. (Exact name of registrant as specified in its charter) Virginia 47-5020283 (State or other juris ...

Table of Contents UNITED STATES (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or o 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: 001-38647 FVCBankcorp, Inc. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Fairfax, Virginia 22030 (Address of principal executive offices) (Zip Code) Registrant's t ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from to FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Suite 240 (Address of principal executive offices) (Zip Code) (703) 436-3800 (Registrant's telephone number, including area code) Securities reg ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 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: 001-38647 FVCBankcorp, Inc. (Exact name of registrant as specified in its charter) Virginia 47-5020283 (State or other jurisd ...

[Part I — Financial Information](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) FVCBankcorp, Inc. reported net income of **$5.6 million** for Q1 2021, driven by reduced interest expense and asset growth to **$1.88 billion** Consolidated Balance Sheet Highlights | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$1,884,517** | **$1,821,481** | **+3.5%** | | Loans, net | $1,432,491 | $1,451,125 | -1.3% | | Securities available-for-sale | $135,104 | $126,151 | +7.1% | | **Total Deposits** | **$1,594,639** | **$1,532,493** | **+4.1%** | | Noninterest-bearing Deposits | $501,812 | $399,062 | +25.8% | | **Total Stockholders' Equity** | **$194,929** | **$189,500** | **+2.9%** | Consolidated Income Statement Highlights | Metric | Three Months Ended Mar 31, 2021 (in thousands) | Three Months Ended Mar 31, 2020 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Net Interest Income | $14,043 | $12,211 | +15.0% | | Provision for loan losses | $0 | $1,066 | -100.0% | | Noninterest Income | $791 | $693 | +14.1% | | Noninterest Expenses | $7,882 | $7,209 | +9.3% | | **Net Income** | **$5,569** | **$3,733** | **+49.2%** | | **Diluted EPS** | **$0.38** | **$0.26** | **+46.2%** | [Note 1: Organization and Accounting Policies (including COVID-19 Impact)](index=9&type=section&id=Note%201.%20Organization%20and%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's organization, accounting policies, and COVID-19 response, highlighting PPP participation and reduced loan deferrals - The company executed a payment deferral program for commercial clients affected by the pandemic. While initially modifying 277 loans totaling **$360.2 million** (**24.4%** of the portfolio) in 2020, remaining deferred loans decreased to just **$10.0 million** (**0.69%** of the portfolio) by March 31, 2021[43](index=43&type=chunk) - The company actively participated in the Small Business Administration's (SBA) Paycheck Protection Program (PPP). As of March 31, 2021, PPP loans totaled **$166.6 million**. These loans are fully guaranteed by the U.S. government[44](index=44&type=chunk) - The company will adopt the new credit loss standard (CECL) for fiscal years beginning after December 15, 2022. It is currently in the initial phases of evaluating allowance methodologies with a third-party vendor[46](index=46&type=chunk) [Note 3: Loans and Allowance for Loan Losses](index=18&type=section&id=Note%203.%20Loans%20and%20Allowance%20for%20Loan%20Losses) This note details the company's **$1.45 billion** loan portfolio composition and **$14.4 million** allowance for loan losses, including risk ratings and nonperforming loans Loan Portfolio Composition | Loan Type | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :--- | :--- | :--- | | Commercial real estate | $783,783 | $790,025 | | Commercial and industrial | $276,621 | $275,334 | | Commercial construction | $219,187 | $222,319 | | Consumer real estate | $159,217 | $167,872 | | Consumer nonresidential | $13,594 | $15,835 | | **Total Loans** | **$1,452,402** | **$1,471,385** | Allowance for Loan Losses Activity | Metric | Three Months Ended Mar 31, 2021 (in thousands) | | :--- | :--- | | Beginning Balance | $14,958 | | Provision | $0 | | Charge-offs | ($631) | | Recoveries | $94 | | **Ending Balance** | **$14,421** | - Total nonaccrual loans were **$4.9 million** in the originated portfolio and **$2.2 million** in the acquired portfolio as of March 31, 2021[100](index=100&type=chunk)[101](index=101&type=chunk) [Note 10: Subordinated Notes](index=42&type=section&id=Note%2010.Subordinated%20Notes) The company has two outstanding subordinated notes, including a **$20 million** issuance in October 2020 at **4.875%** and a **$25 million** note callable in June 2021 - In October 2020, the company issued **$20 million** in subordinated notes due 2030 with an initial fixed rate of **4.875%**. Proceeds may be used for general corporate purposes, including the potential repayment of a portion of the **$25 million** debt callable in June 2021[147](index=147&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=45&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes Q1 2021 financial performance, highlighting improved net income, deposit growth, PPP loan origination, and strong asset quality and capital levels - Net income for Q1 2021 was **$5.6 million**, up from **$3.7 million** in Q1 2020. The increase was driven by a **$1.8 million** rise in net interest income and a **$1.1 million** decrease in the provision for loan losses[212](index=212&type=chunk) - Net interest margin decreased to **3.22%** from **3.37%** in the prior-year quarter, primarily due to lower yields on interest-earning assets in the decreased rate environment, though this was partially offset by a significant reduction in the cost of interest-bearing liabilities[222](index=222&type=chunk)[223](index=223&type=chunk) - Total assets increased by **3.5%** to **$1.88 billion** since year-end 2020, while total deposits grew **4.1%** to **$1.59 billion**, highlighted by a **25.8%** increase in noninterest-bearing deposits[236](index=236&type=chunk)[275](index=275&type=chunk) [COVID-19 Pandemic Discussion](index=52&type=section&id=COVID-19%20Pandemic%20Discussion%20Matters) This section details the company's COVID-19 response, including ongoing PPP loan origination, significantly reduced loan deferrals, and operational adjustments - The company continues to originate PPP loans under the 2021 program, adding 393 applications for approximately **$62.5 million** in Q1 2021. Total PPP loans outstanding were **$166.6 million** at March 31, 2021[187](index=187&type=chunk)[210](index=210&type=chunk) - Loan payment deferrals have substantially decreased. As of March 31, 2021, only three loans totaling **$10.0 million** (**0.69%** of the portfolio) remained on deferral, down from a peak of **$360.2 million** in 2020[188](index=188&type=chunk)[209](index=209&type=chunk) COVID-Impacted Loan Portfolio by Asset Class (at March 31, 2021) | Asset Class | Amount (in thousands) | | :--- | :--- | | Commercial real estate - retail | $190,308 | | Commercial real estate - mixed use | $81,890 | | Specialty use-hotel/lodging/motel | $60,972 | | Commercial real estate - office | $106,957 | | **Total Loan Categories COVID Impacted** | **$729,389** | [Asset Quality](index=66&type=section&id=Asset%20Quality) Asset quality improved in Q1 2021, with total nonperforming assets decreasing to **$8.9 million** or **0.47%** of total assets, driven by payoffs and sales Nonperforming Assets | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :--- | :--- | :--- | | Nonperforming loans (NPLs) | $5,023 | $5,621 | | Other real estate owned (OREO) | $3,866 | $3,866 | | **Total Nonperforming Assets (NPAs)** | **$8,889** | **$9,487** | | **NPAs / Total Assets** | **0.47%** | **0.52%** | - Special mention loans decreased significantly to **$4.0 million** from **$12.1 million** at year-end 2020, primarily due to two loans totaling **$7.6 million** being paid off[245](index=245&type=chunk) - Substandard loans decreased by **$1.8 million** to **$18.8 million**, mainly due to the sale or payoff of several loans during the quarter[246](index=246&type=chunk) [Capital Resources](index=76&type=section&id=Capital%20Resources) The company maintains a strong capital position with shareholders' equity at **$194.9 million**, exceeding CBLR requirements, and approved a new share repurchase program - The Bank's Community Bank Leverage Ratio (CBLR) was **11.65%** at March 31, 2021, significantly exceeding the **8.5%** minimum requirement for 2021[290](index=290&type=chunk)[294](index=294&type=chunk)[298](index=298&type=chunk) - Tangible book value per share (a non-GAAP measure) increased to **$13.69** at March 31, 2021, from **$13.41** at December 31, 2020[294](index=294&type=chunk)[301](index=301&type=chunk) - On January 21, 2021, the company approved a new share repurchase program for up to **1,080,860 shares**, or approximately 8% of outstanding common stock[196](index=196&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=62&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, managed through ALCO, with the balance sheet being asset-sensitive and stress tests within policy limits Interest Rate Risk to Net Interest Income (1-Year Horizon) | Change in Interest Rates (bps) | % Change in Net Interest Income (Mar 31, 2021) | | :--- | :--- | | +400 | +10.68% | | +200 | +5.06% | | +100 | +2.32% | | -100 | -2.01% | [Controls and Procedures](index=64&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2021, with no material changes to internal control over financial reporting - The Principal Executive Officer and Principal Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2021[326](index=326&type=chunk) [Part II — Other Information](index=65&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=65&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material legal proceedings and is unaware of any threatened material legal proceedings - As of the reporting date, the company is not involved in any material legal proceedings[330](index=330&type=chunk) [Risk Factors](index=65&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020, were reported - No material changes to risk factors were reported for the quarter ended March 31, 2021[331](index=331&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=65&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase common stock in Q1 2021 but authorized a new share repurchase program for up to **1,080,860 shares** - No shares were repurchased during the first quarter of 2021[333](index=333&type=chunk) - A share repurchase program was extended and increased on January 21, 2021, authorizing the repurchase of up to **1,080,860 shares** of common stock[335](index=335&type=chunk)

[PART I](index=5&type=section&id=PART%20I) [Business](index=5&type=section&id=Item%201.%20Business) FVCBankcorp operates as a community commercial bank in the DC/Baltimore area, focusing on business clients and navigating extensive banking regulations [Overview and Market Area](index=5&type=section&id=Overview%20and%20Market%20Area) The company serves the economically robust Washington D.C. and Baltimore markets, growing both organically and through key acquisitions - The company operates as a community-oriented commercial bank in the Washington, D.C. and Baltimore metropolitan areas, serving commercial businesses, nonprofits, and professional service entities[18](index=18&type=chunk) - Growth has been achieved through a combination of **organic expansion and two whole-bank acquisitions**: 1st Commonwealth Bank of Virginia (2012) and Colombo Bank (2018)[19](index=19&type=chunk)[20](index=20&type=chunk) - The primary market is economically robust, with the Washington MSA having the **sixth-highest median household income nationally** ($105,659 as of Dec 31, 2019) and a large deposit base ($269.4 billion as of June 30, 2020)[22](index=22&type=chunk)[24](index=24&type=chunk) [Products and Services](index=6&type=section&id=Products%20and%20Services) The bank provides a full suite of commercial and retail banking products, with a core focus on real estate and commercial lending - The bank offers a full range of commercial and retail banking services, including online banking, mobile banking, remote deposit, and a sophisticated suite of treasury management products[31](index=31&type=chunk) - In 2020, the bank participated in the SBA's Paycheck Protection Program (PPP), with **PPP loans totaling $155.8 million**, or 10.6% of total loans, at year-end[34](index=34&type=chunk) Loan Portfolio Composition (as of Dec 31, 2020) | Loan Category | % of Total Loan Portfolio | | :--- | :--- | | Non-owner Occupied Commercial Real Estate | 41.3% | | Commercial Construction | 15.1% | | Owner Occupied Commercial Real Estate | 12.4% | | Paycheck Protection Program (PPP) | 10.6% | | Commercial Loans (ex-PPP) | 8.1% | | Multi-family Residential Real Estate | 5.0% | | Residential 1-4 Family Trust Investment | 5.0% | | Home Equity Lines of Credit (HELOCs) | 4.2% | | 1-4 Family Residential Mortgage | 2.2% | - The bank has developed special expertise in government contract financing, with **total commitments to government contractors reaching $178.0 million** at year-end 2020[38](index=38&type=chunk) [Competition and Risk Management](index=9&type=section&id=Competition%20and%20Risk%20Management) The company competes in a crowded market by emphasizing personalized service and maintains a comprehensive risk management framework - The company competes in a highly competitive market with approximately $269.4 billion in total deposits (Washington MSA as of June 30, 2020), holding a **market share of about 0.55%**[50](index=50&type=chunk) - Key competitors include large national banks like PNC Bank, Capital One, and Bank of America, but FVCB aims to provide **superior customer service, flexibility, and responsiveness** to small and middle-market businesses[50](index=50&type=chunk)[52](index=52&type=chunk) - The company emphasizes a strong risk management culture, with the board of directors establishing the overall risk appetite and overseeing comprehensive policies for credit, interest rate, and liquidity risk[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) [Supervision and Regulation](index=12&type=section&id=Supervision%20and%20Regulation) The company and its bank subsidiary are subject to extensive federal and state regulation, including Basel III and CBLR capital frameworks - The Company is a registered bank holding company supervised by the Federal Reserve, while the Bank is a Virginia-chartered commercial bank regulated by the VBFI and the Federal Reserve[66](index=66&type=chunk)[74](index=74&type=chunk) - The Bank is subject to Basel III capital rules, which require minimum ratios for Common Equity Tier 1 (CET1), Tier 1, and Total capital, plus a capital conservation buffer[87](index=87&type=chunk)[88](index=88&type=chunk) - On January 1, 2020, the company adopted the simplified **Community Bank Leverage Ratio (CBLR) framework**, with the CARES Act temporarily lowering the threshold from 9% to 8% for most of 2020[94](index=94&type=chunk)[124](index=124&type=chunk) - The CARES and Appropriations Acts created the Paycheck Protection Program (PPP) and provided temporary relief allowing banks to suspend TDR accounting for certain loan modifications related to the pandemic[130](index=130&type=chunk) [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the COVID-19 pandemic, credit concentration in real estate, and extensive industry regulation [Risks Related to the COVID-19 Pandemic](index=23&type=section&id=Risks%20Related%20to%20the%20COVID-19%20Pandemic) The COVID-19 pandemic poses significant risks to loan quality, operational stability, and financial performance - The pandemic has negatively impacted economic activity, leading to **increased allowance for loan losses** and changes in consumer and business spending that affect demand for the company's products[128](index=128&type=chunk)[131](index=131&type=chunk) - The company granted payment accommodations on loans with a total value of approximately **$360.2 million**, with $10.1 million in loans remaining under a payment accommodation as of March 1, 2021[134](index=134&type=chunk) - Participation in the Paycheck Protection Program (PPP) exposes the company to **potential losses if loans are not forgiven** and the SBA does not honor its guarantee, as well as reputational and litigation risks[137](index=137&type=chunk) [Credit and Market Risks](index=25&type=section&id=Credit%20and%20Market%20Risks) The company is exposed to interest rate fluctuations and credit risk from a loan portfolio heavily concentrated in Washington, D.C. real estate - Profitability is subject to interest rate risk, as net interest income is sensitive to changes in rates, which are beyond the company's control[140](index=140&type=chunk)[141](index=141&type=chunk) - A significant portion of the loan portfolio is concentrated in real estate in the Washington, D.C. and Baltimore metropolitan areas, creating exposure to local economic and real estate market downturns[149](index=149&type=chunk) - As of December 31, 2020, **80.2% of total loans were secured by real estate**, with commercial real estate loans comprising 53.7% of the portfolio[151](index=151&type=chunk) - The loan portfolio has a significant portion of recently originated loans (**$701.8 million, or 53.3% of non-PPP loans**, originated in the last three years), which lack seasoning and may pose a higher risk of future credit defaults[160](index=160&type=chunk) [Strategic, Liquidity, and Operational Risks](index=30&type=section&id=Strategic%2C%20Liquidity%2C%20and%20Operational%20Risks) The company faces strategic risks from intense competition, reliance on deposits for liquidity, and dependence on third-party technology - The company operates in a highly competitive banking market, which could require increasing deposit rates or lowering loan rates, thereby reducing profitability[161](index=161&type=chunk)[162](index=162&type=chunk) - Reliance on customer deposits as the primary funding source creates liquidity risk, as deposit outflows could constrain lending activities[163](index=163&type=chunk)[164](index=164&type=chunk) - The business depends on third-party information technology systems, and any system failures or security breaches could disrupt operations, damage reputation, and result in financial loss[177](index=177&type=chunk)[178](index=178&type=chunk) - Concentrations in commercial real estate lending may require the company to hold higher levels of capital, potentially limiting growth; as of December 31, 2020, **commercial real estate loans represented 372% of total risk-based capital**[171](index=171&type=chunk) [Industry and Regulatory Risks](index=36&type=section&id=Industry%20and%20Regulatory%20Risks) The highly regulated banking industry poses risks from changing laws and accounting standards, such as the upcoming CECL model - The banking industry is subject to extensive and costly federal and state regulation, which governs nearly all aspects of operations and may place the company at a competitive disadvantage to non-bank competitors[190](index=190&type=chunk) - The upcoming implementation of the **CECL accounting model**, effective in 2023, is expected to materially affect how the allowance for loan losses is determined and could require a significant increase in the allowance[195](index=195&type=chunk)[196](index=196&type=chunk) - As a bank holding company, the company is required by federal law to act as a **source of financial and managerial strength** for its subsidiary, FVCbank, which may require committing resources in times of stress[194](index=194&type=chunk) [Properties](index=38&type=section&id=Item%202.%20Properties) The company operates its executive office, an operations center, and 10 branches across Virginia, Maryland, and D.C., leasing most properties - The main office is in Fairfax, Virginia, with 9 additional branches in Virginia, Maryland, and Washington, D.C[203](index=203&type=chunk) - The company leases all of its properties except for its owned branch in Baltimore, Maryland[203](index=203&type=chunk) [Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company is not party to any material legal proceedings[205](index=205&type=chunk) [PART II](index=39&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on Nasdaq (FVCB), with earnings retained for growth and an active share repurchase program in place - The company's common stock is listed on the Nasdaq Capital Market under the symbol "FVCB"[209](index=209&type=chunk) - The company has not paid cash dividends and does not currently plan to, intending to **retain earnings to finance growth**[210](index=210&type=chunk) - A share repurchase program, extended through December 31, 2021, authorizes the repurchase of up to **1,080,860 shares** (approx. 8% of shares outstanding at Dec 31, 2020)[214](index=214&type=chunk) - Since the program's inception, **487,531 shares have been repurchased** at a total cost of $7.3 million[215](index=215&type=chunk) [Selected Financial Data](index=40&type=section&id=Item%206.%20Selected%20Financial%20Data) Financial data shows consistent balance sheet growth, with stable 2020 net income impacted by higher loan loss provisions Selected Financial Highlights (2019 vs. 2020) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | **Income Statement Data:** | | | | Net Interest Income | $52,620 | $48,063 | | Provision for Loan Losses | $5,016 | $1,720 | | Net Income | $15,501 | $15,828 | | **Balance Sheet Data (End of Period):** | | | | Total Assets | $1,821,481 | $1,537,295 | | Loans Receivable, net | $1,466,083 | $1,270,526 | | Total Deposits | $1,532,493 | $1,285,722 | | Total Shareholders' Equity | $189,500 | $179,078 | | **Per Share Data:** | | | | Diluted Net Income per Share | $1.10 | $1.07 | | Tangible Book Value per Share | $13.41 | $12.26 | | **Performance Ratios:** | | | | Return on Average Assets | 0.91% | 1.09% | | Return on Average Equity | 8.48% | 9.32% | | Net Interest Margin | 3.28% | 3.48% | | **Asset Quality Ratios:** | | | | Nonperforming Assets to Total Assets | 0.52% | 0.95% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Asset growth in 2020 was strong, though net income slightly declined due to increased loan loss provisions related to the COVID-19 pandemic [COVID-19 Pandemic Impact](index=44&type=section&id=COVID-19%20Pandemic%20Impact) The company actively managed the pandemic's impact by participating in the PPP and providing significant loan payment deferrals to customers - The company originated **755 PPP loans totaling approximately $170.3 million** as of December 31, 2020[244](index=244&type=chunk) - Loan payment deferrals were granted on 277 loans with a total principal balance of **$360.2 million**; as of March 1, 2021, remaining deferred loans totaled $10.1 million[245](index=245&type=chunk) - The company identified specific loan segments impacted by the pandemic, including retail, hotels, and churches, and adjusted qualitative factors in its allowance for loan losses to account for increased risk[246](index=246&type=chunk) - The share repurchase program was temporarily suspended on March 20, 2020, due to market uncertainty but was reinstated and expanded in January 2021[252](index=252&type=chunk) [Results of Operations (2020 vs. 2019)](index=50&type=section&id=Results%20of%20Operations%20(2020%20vs.%202019)) Net income slightly decreased in 2020 due to a higher provision for loan losses, despite growth in net interest income Key Operating Results (in thousands) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net Interest Income | $52,620 | $48,063 | | Provision for Loan Losses | $5,016 | $1,720 | | Noninterest Income | $2,891 | $2,546 | | Noninterest Expense | $30,838 | $28,877 | | Net Income | $15,501 | $15,828 | | Diluted EPS | $1.10 | $1.07 | - **Net interest margin decreased to 3.28%** in 2020 from 3.48% in 2019, primarily due to the lower interest rate environment and the origination of low-yielding PPP loans[289](index=289&type=chunk) - The **provision for loan losses increased significantly to $5.0 million** in 2020 from $1.7 million in 2019, mainly due to qualitative factor adjustments related to the COVID-19 pandemic[296](index=296&type=chunk) - Noninterest expense in 2020 included a **one-time impairment charge of $676 thousand** related to the closure of two branch offices[305](index=305&type=chunk) [Financial Condition Analysis](index=58&type=section&id=Financial%20Condition%20Analysis) The company's financial condition strengthened in 2020 with significant growth in assets and deposits, alongside improved asset quality Balance Sheet Highlights (in millions) | Metric | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Total Assets | $1,821.5 | $1,537.3 | | Total Loans, net | $1,466.1 | $1,270.5 | | Total Deposits | $1,532.5 | $1,285.7 | | Shareholders' Equity | $189.5 | $179.1 | - **Nonperforming assets decreased to $9.5 million** at year-end 2020 from $14.6 million at year-end 2019, with the ratio of nonperforming assets to total assets improving to 0.52% from 0.95%[318](index=318&type=chunk) - The **allowance for loan losses increased to $15.0 million** (1.02% of total loans) at year-end 2020, up from $10.2 million (0.81% of total loans) at year-end 2019[296](index=296&type=chunk) - The Bank's **Community Bank Leverage Ratio (CBLR) was 11.65%** at December 31, 2020, exceeding the temporary regulatory minimum of 8.0% and positioning the bank as "well capitalized"[371](index=371&type=chunk)[623](index=623&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, which is actively managed by the ALCO to protect net interest income and equity value - The company's primary market risk is interest rate risk, which it manages through an Asset and Liability Committee (ALCO) using a net interest income simulation model[394](index=394&type=chunk)[396](index=396&type=chunk) Interest Rate Risk to Net Interest Income (1-Year Horizon) | Rate Shock (Basis Points) | % Change in NII (Dec 31, 2020) | % Change in NII (Dec 31, 2019) | | :--- | :--- | :--- | | +400 | -0.62% | -0.69% | | +200 | -0.63% | +0.11% | | +100 | -0.54% | +0.11% | | -100 | -0.07% | +0.56% | Interest Rate Risk to Economic Value of Equity (EVE) | Rate Shock (Basis Points) | % Change in EVE (Dec 31, 2020) | % Change in EVE (Dec 31, 2019) | | :--- | :--- | :--- | | +400 | +6.64% | -13.72% | | +200 | +4.84% | -5.21% | | +100 | +2.68% | -1.99% | | -100 | -4.15% | +1.68% | [Financial Statements and Supplementary Data](index=73&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited financial statements detail the company's financial condition and results of operations for 2020 and 2019 [Consolidated Statements of Condition](index=76&type=section&id=Consolidated%20Statements%20of%20Condition) The balance sheet reflects significant growth in assets, loans, and deposits from 2019 to 2020 Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and equivalents | $141,063 | $33,142 | | Loans, net | $1,451,125 | $1,260,295 | | Total Assets | **$1,821,481** | **$1,537,295** | | **Liabilities & Equity** | | | | Total Deposits | $1,532,493 | $1,285,722 | | Total Liabilities | $1,631,981 | $1,358,217 | | Total Stockholders' Equity | $189,500 | $179,078 | | Total Liabilities & Equity | **$1,821,481** | **$1,537,295** | [Consolidated Statements of Income](index=77&type=section&id=Consolidated%20Statements%20of%20Income) The income statement shows a slight decrease in net income for 2020, driven by a higher provision for loan losses Consolidated Income Statement Summary (in thousands) | Account | 2020 | 2019 | | :--- | :--- | :--- | | Net Interest Income | $52,620 | $48,063 | | Provision for loan losses | $5,016 | $1,720 | | Net interest income after provision | $47,604 | $46,343 | | Total noninterest income | $2,891 | $2,546 | | Total noninterest expenses | $30,838 | $28,877 | | Net income before income tax | $19,657 | $20,012 | | **Net income** | **$15,501** | **$15,828** | | **Earnings per share, diluted** | **$1.10** | **$1.07** | [Notes to Consolidated Financial Statements](index=81&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail key accounting policies, including the incurred loss model for loan losses and the adoption of the CBLR framework - The company accounts for the allowance for loan losses under the **incurred loss model** and is not required to adopt the CECL model until January 1, 2023[451](index=451&type=chunk)[497](index=497&type=chunk) - Short-term loan modifications made in good faith in response to COVID-19 for borrowers who were current are **not considered Troubled Debt Restructurings (TDRs)** per interagency guidance[505](index=505&type=chunk) - As of December 31, 2020, the company had **$7.2 million in goodwill** and $1.2 million in net core deposit intangibles, primarily from the 2018 acquisition of Colombo Bank[579](index=579&type=chunk)[583](index=583&type=chunk) - The company adopted the **Community Bank Leverage Ratio (CBLR) framework** on January 1, 2020, simplifying its capital adequacy reporting[620](index=620&type=chunk) [Controls and Procedures](index=125&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of year-end 2020 - Management concluded that the company's **disclosure controls and procedures were effective** as of the end of the reporting period[684](index=684&type=chunk) - Based on an assessment using the 2013 COSO framework, management believes the company's **internal control over financial reporting was effective** as of December 31, 2020[686](index=686&type=chunk) [PART III](index=126&type=section&id=PART%20III) [Directors, Executive Compensation, and Corporate Governance](index=126&type=section&id=Item%2010%2C%2011%2C%2012%2C%2013%2C%2014) Information on directors, compensation, and governance is incorporated by reference from the 2021 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is **incorporated by reference** from the registrant's definitive Proxy Statement for the 2021 Annual Meeting of Shareholders[692](index=692&type=chunk)[693](index=693&type=chunk)[694](index=694&type=chunk)[698](index=698&type=chunk)[699](index=699&type=chunk) - As of December 31, 2020, there were **1,727,945 securities to be issued** upon exercise of outstanding options under equity compensation plans approved by stockholders, with 148,602 securities remaining available for future issuance[696](index=696&type=chunk) [PART IV](index=127&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=127&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including governance documents, material contracts, and required certifications - This section provides a list of all exhibits filed with the Form 10-K, including corporate governance documents, material contracts, and required certifications[700](index=700&type=chunk)