or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2023 Fairfax, Virginia 22030 (Address of principal executive offices) (Zip Code) (I.R.S. Employer Identification No.) For the transition period from_______to_______ Commission file ...

[PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for FVCBankcorp, Inc. as of September 30, 2023, and for the three and nine months then ended, including balance sheets, statements of income, comprehensive income, cash flows, and changes in stockholders' equity, along with accompanying notes, noting the adoption of the Current Expected Credit Loss (CECL) accounting standard on January 1, 2023, which resulted in a **$2.8 million** net reduction to retained earnings [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased slightly to **$2.31 billion** at September 30, 2023, from **$2.34 billion** at December 31, 2022, primarily driven by a decrease in securities available-for-sale and FHLB advances, largely offset by an increase in total deposits, while total stockholders' equity increased to **$211.2 million** from **$202.4 million** over the same period Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2023 (Unaudited) | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$2,305,472** | **$2,344,322** | | Loans, net | $1,830,664 | $1,824,394 | | Securities available-for-sale | $216,146 | $278,069 | | **Total Liabilities** | **$2,094,226** | **$2,141,940** | | Total deposits | $1,995,971 | $1,830,162 | | FHLB advances | $50,000 | $235,000 | | **Total Stockholders' Equity** | **$211,246** | **$202,382** | [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) Net income for the third quarter of 2023 was **$4.0 million**, a significant decrease from **$7.0 million** in the third quarter of 2022, and for the nine months ended September 30, 2023, net income was **$8.9 million**, down from **$20.1 million** year-over-year, primarily due to a substantial increase in interest expense (**$14.1M** in Q3 2023 vs **$3.6M** in Q3 2022), which outpaced the growth in interest income, leading to lower net interest income Income Statement Summary (in thousands) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $13,335 | $17,526 | $41,737 | $49,364 | | (Recovery of) Provision for credit losses | $(729) | $365 | $132 | $1,900 | | Total noninterest (loss) income | $225 | $575 | $(3,511) | $2,844 | | **Net Income** | **$4,039** | **$7,043** | **$8,892** | **$20,080** | Earnings Per Share | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | EPS, basic | $0.23 | $0.40 | $0.50 | $1.15 | | EPS, diluted | $0.22 | $0.38 | $0.49 | $1.09 | [Consolidated Statements of Comprehensive Income (Loss)](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The company reported a total comprehensive loss of **$33 thousand** for Q3 2023, a significant improvement from a loss of **$3.3 million** in Q3 2022, and for the nine months ended September 30, 2023, total comprehensive income was **$10.6 million**, compared to a loss of **$17.5 million** in the prior-year period, driven by a reclassification adjustment for realized securities losses and smaller unrealized losses on securities available for sale Comprehensive Income (Loss) Summary (in thousands) | Metric | Q3 2023 | Q3 2022 | Nine Months 2023 | Nine Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Income | $4,039 | $7,043 | $8,892 | $20,080 | | Total other comprehensive (loss) | $(4,072) | $(10,388) | $1,733 | $(37,537) | | **Total comprehensive income (loss)** | **$(33)** | **$(3,345)** | **$10,625** | **$(17,457)** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2023, net cash provided by operating activities was **$11.7 million**, net cash from investing activities was **$37.6 million**, primarily due to **$35.8 million** in proceeds from the sale of available-for-sale securities, and net cash used in financing activities was **$49.0 million**, driven by a **$185.0 million** net decrease in FHLB advances, partially offset by a **$155.9 million** net increase in time deposits, resulting in a net increase in cash and cash equivalents of **$307 thousand** Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $11,740 | $13,894 | | Net cash provided by (used in) investing activities | $37,615 | $(83,692) | | Net cash (used in) provided by financing activities | $(49,048) | $57,005 | | **Net increase (decrease) in cash** | **$307** | **$(12,793)** | [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and financial statement components, including the adoption of the CECL standard on January 1, 2023, which resulted in a **$2.8 million** net reduction to retained earnings, and the Q1 2023 balance sheet repositioning through the sale of **$40.3 million** in securities at a **$4.6 million** pre-tax loss to reduce high-cost debt - The company adopted the CECL standard (ASU 2016-13) on January 1, 2023, recording a net reduction of retained earnings of **$2.8 million**. This included a **$2.9 million** increase in the allowance for credit losses on loans and an **$800 thousand** increase to the reserve for unfunded commitments[27](index=27&type=chunk)[56](index=56&type=chunk) - In Q1 2023, the company sold available-for-sale investment securities with a book value of **$40.3 million**, realizing a pre-tax loss of **$4.6 million**. The proceeds were used to reduce high-cost FHLB advances and fund higher-yielding commercial loans[78](index=78&type=chunk) - As of September 30, 2023, the company had no financial instruments indexed to LIBOR, having completed its transition to Alternative Reference Rates (ARRs) like SOFR[234](index=234&type=chunk) - The company's investment in Atlantic Coast Mortgage, LLC (ACM) resulted in a loss of **$650 thousand** for Q3 2023 and **$1.4 million** for the nine months ended September 30, 2023[22](index=22&type=chunk)[286](index=286&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial performance and condition, highlighting the impact of the rising interest rate environment which compressed the net interest margin due to rapidly increasing funding costs, while maintaining strong credit quality and a solid capital and liquidity position by successfully reducing wholesale funding and growing core deposits [Results of Operations](index=47&type=section&id=Results%20of%20Operations) For Q3 2023, net income decreased to **$4.0 million** from **$7.0 million** in Q3 2022, primarily due to a **24%** drop in net interest income to **$13.3 million**, with the net interest margin compressing significantly to **2.39%** from **3.38%** year-over-year as the cost of interest-bearing deposits surged to **3.40%** from **0.88%**, while noninterest income fell due to a larger loss from the minority interest in ACM, and noninterest expense saw a modest **5.2%** increase driven by higher FDIC insurance and software costs Q3 Performance Summary | Metric | Q3 2023 | Q3 2022 | | :--- | :--- | :--- | | Net Income | $4.0 million | $7.0 million | | Diluted EPS | $0.22 | $0.38 | | Return on Average Assets (ROA) | 0.70% | 1.32% | | Return on Average Equity (ROE) | 7.57% | 13.87% | - The net interest margin decreased to **2.39%** for Q3 2023 from **3.38%** in Q3 2022, primarily due to the cost of interest-bearing deposits increasing **252 basis points** to **3.40%**[257](index=257&type=chunk) - For the nine months ended Sep 30, 2023, non-interest income was a loss of **$3.5 million**, primarily due to a **$4.6 million** loss on the sale of securities and a **$1.4 million** loss from the investment in ACM[286](index=286&type=chunk)[289](index=289&type=chunk) - FDIC insurance expense increased **178.1%** in Q3 2023 compared to Q3 2022, due to the FDIC increasing the assessment rate to replenish its deposit insurance fund[292](index=292&type=chunk)[293](index=293&type=chunk) [Financial Condition and Asset Quality](index=63&type=section&id=Financial%20Condition%20and%20Asset%20Quality) Total assets remained stable at **$2.31 billion** as of September 30, 2023, with the loan portfolio seeing minimal growth, increasing by **0.3%** to **$1.85 billion**, while asset quality improved significantly, with nonperforming loans decreasing by **66%** to **$1.5 million** (**0.07%** of total assets) from **$4.5 million** at year-end 2022, and the allowance for credit losses on loans as a percentage of total loans increased to **1.06%** from **0.87%** at year-end, reflecting the adoption of CECL Asset Quality Metrics | Metric | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Nonperforming Loans (NPLs) | $1,510 thousand | $4,493 thousand | | NPLs / Total Assets | 0.07% | 0.19% | | Allowance for credit losses / NPLs | 1,248.28% | 357.00% | - Special mention loans decreased to **$811 thousand** at September 30, 2023, from **$10.4 million** at December 31, 2022, primarily due to two relationships totaling **$9.6 million** paying off[304](index=304&type=chunk) - The commercial real estate portfolio, including office and retail, exhibited strong credit quality with no delinquencies and no classified loans at September 30, 2023[313](index=313&type=chunk) [Capital Resources and Liquidity](index=69&type=section&id=Capital%20Resources%20and%20Liquidity) The company's capital and liquidity positions remain strong, with shareholders' equity increasing to **$211.2 million** and tangible book value per share rising to **$11.44** from **$11.14** at year-end 2022, as all of the Bank's regulatory capital ratios exceeded "well capitalized" minimums, including a Total risk-based capital ratio of **13.93%**, and robust liquidity supported by growth in core deposits, access to wholesale funding, significant available borrowing capacity of **$481.6 million** with the FHLB and **$135.9 million** with the FRB, and improved estimated uninsured deposits at **31.8%** of total deposits Bank's Regulatory Capital Ratios (as of Sep 30, 2023) | Ratio | Actual | Minimum to be Well Capitalized | | :--- | :--- | :--- | | Total risk-based capital | 13.93% | > 10.00% | | Tier 1 risk-based capital | 12.92% | > 8.00% | | Common equity tier 1 capital | 12.92% | > 6.50% | | Leverage capital ratio | 10.62% | > 5.00% | Tangible Book Value Per Share (Non-GAAP) | Metric | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Tangible book value per common share | $11.44 | $11.14 | - As of September 30, 2023, the Bank had additional borrowing capacity of approximately **$481.6 million** from the FHLB and **$135.9 million** from the FRB[357](index=357&type=chunk) - Estimated uninsured deposits (excluding collateralized deposits) improved to **31.8%** of total deposits at September 30, 2023, down from **39.7%** at December 31, 2022[352](index=352&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=74&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that this section is not required for this filing, as is permitted for smaller reporting companies - The company indicates that this disclosure is not required[366](index=366&type=chunk) [Controls and Procedures](index=74&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of the end of the period covered by the report, with no material changes in internal control over financial reporting during the last fiscal quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[367](index=367&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter[368](index=368&type=chunk) [PART II — OTHER INFORMATION](index=75&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=75&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings, nor is it aware of any threatened material legal proceedings - The company reports it is not party to any material legal proceedings[371](index=371&type=chunk) [Risk Factors](index=75&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes to risk factors from the last Annual Report on Form 10-K are reported[372](index=372&type=chunk) [Issuer Purchases of Equity Securities](index=75&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company renewed its share repurchase program on March 16, 2023, authorizing the purchase of up to **1,300,000 shares** of its common stock through March 31, 2024, with no shares repurchased during the three months ended September 30, 2023 - The Board of Directors renewed the share repurchase program, authorizing the purchase of up to **1,300,000 shares**. The program expires on March 31, 2024[380](index=380&type=chunk) - No shares were repurchased during the three months ended September 30, 2023[374](index=374&type=chunk) [Other Information (Items 3-6)](index=75&type=section&id=Other%20Information%20(Items%203-6)) The company reports no defaults upon senior securities, no mine safety disclosures, and no other material information to disclose under Item 5, with a list of exhibits filed with the report, including officer certifications and XBRL data, provided under Item 6 - The company reported no defaults on senior securities (Item 3), no mine safety disclosures (Item 4), and no other information (Item 5)[375](index=375&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk) - Item 6 lists the exhibits filed with the 10-Q, including officer certifications and XBRL data[383](index=383&type=chunk)

[PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) FVCBankcorp's Q2 2023 net income declined to $4.2 million due to higher interest expenses, with year-to-date results impacted by a securities loss and CECL adoption [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets remained stable at $2.34 billion, with deposits increasing by $257.9 million to offset FHLB advances, while net loans grew and stockholders' equity rose by $8.7 million Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash and equivalents | $75,004 | $81,553 | | Securities available-for-sale | $231,204 | $278,069 | | Loans, net | $1,884,372 | $1,824,394 | | **Total Assets** | **$2,344,372** | **$2,344,322** | | **Liabilities & Equity** | | | | Total Deposits | $2,088,042 | $1,830,162 | | FHLB Advances | $0 | $235,000 | | **Total Liabilities** | **$2,133,321** | **$2,141,940** | | **Total Stockholders' Equity** | **$211,051** | **$202,382** | [Consolidated Statements of Income](index=6&type=section&id=Consolidated%20Statements%20of%20Income) Net income for Q2 2023 decreased to $4.2 million due to lower net interest income, while year-to-date net income dropped to $4.9 million, primarily impacted by a $4.6 million securities sale loss Income Statement Summary (in thousands, except per share data) | Metric | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | Total Interest Income | $27,203 | $19,026 | $52,537 | $36,249 | | Total Interest Expense | $12,815 | $2,239 | $24,135 | $4,411 | | **Net Interest Income** | **$14,388** | **$16,787** | **$28,402** | **$31,838** | | Provision for credit losses | $618 | $1,185 | $860 | $1,535 | | Total Noninterest (Loss) Income | $891 | $645 | $(3,736) | $2,269 | | **Net Income** | **$4,233** | **$6,425** | **$4,854** | **$13,039** | | **Diluted EPS** | **$0.23** | **$0.35** | **$0.27** | **$0.71** | [Consolidated Statements of Comprehensive Income (Loss)](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) Total comprehensive income for Q2 2023 improved to $6.3 million from a $3.6 million loss, driven by positive other comprehensive income, with year-to-date comprehensive income reaching $10.7 million Comprehensive Income (Loss) Summary (in thousands) | Metric | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Income | $4,233 | $6,425 | $4,854 | $13,039 | | Total Other Comprehensive Income (Loss) | $2,100 | $(9,978) | $5,805 | $(27,149) | | **Total Comprehensive Income (Loss)** | **$6,333** | **$(3,553)** | **$10,659** | **$(14,110)** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $5.5 million, with a $6.9 million outflow from financing activities due to FHLB repayment, resulting in a $1.0 million net increase in cash and equivalents Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $5,488 | $6,454 | | Net cash (used in) provided by investing activities | $2,487 | $(179,201) | | Net cash (used in) provided by financing activities | $(6,947) | $159,864 | | **Net increase (decrease) in cash** | **$1,028** | **$(12,883)** | [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail accounting policies, including the CECL adoption's $2.8 million impact on retained earnings, a Q1 2023 balance sheet repositioning, and the completion of the LIBOR to SOFR transition - The company adopted the Current Expected Credit Loss (CECL) model on January 1, 2023, recording a net reduction of retained earnings of **$2.8 million**. This included a **$2.9 million** increase in the allowance for credit losses on loans and a **$0.8 million** increase to the reserve for unfunded commitments[27](index=27&type=chunk)[56](index=56&type=chunk) - In Q1 2023, the company sold available-for-sale securities with a book value of **$40.3 million**, realizing a pre-tax loss of **$4.6 million**. The proceeds were used to pay down high-cost FHLB advances and fund new loans[79](index=79&type=chunk) - As of June 30, 2023, the company has completed its transition away from LIBOR for all its financial instruments, with new benchmark rates based on SOFR[232](index=232&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the decline in Q2 2023 net income due to compressed net interest margin and strategic losses, highlighting strong asset quality, balance sheet repositioning, and robust capital levels [Results of Operations](index=47&type=section&id=Results%20of%20Operations) Q2 2023 net income declined to $4.2 million, and year-to-date net income dropped to $4.9 million, primarily due to decreased net interest income, a securities sale loss, and increased noninterest expenses Key Performance Metrics | Metric | Q2 2023 | Q2 2022 | YTD 2023 | YTD 2022 | | :--- | :--- | :--- | :--- | :--- | | Net Income (in millions) | $4.2 | $6.4 | $4.9 | $13.0 | | Diluted EPS | $0.23 | $0.35 | $0.27 | $0.71 | | Annualized ROA | 0.73% | 1.21% | 0.42% | 1.26% | | Annualized ROE | 8.17% | 12.93% | 4.70% | 12.78% | - Excluding the loss on securities sales and merger-related expenses, non-GAAP commercial bank operating earnings were **$8.4 million** for the first six months of 2023, compared to **$13.1 million** for the same period in 2022[237](index=237&type=chunk) [Discussion and Analysis of Financial Condition](index=63&type=section&id=Discussion%20and%20Analysis%20of%20Financial%20Condition) Total assets remained stable at $2.34 billion, with a strategic shift in funding mix to increase deposits and pay down FHLB advances, while asset quality improved, and capital and liquidity remained strong - Total deposits increased by **$257.9 million** (**14%**) to **$2.09 billion** at June 30, 2023, from year-end 2022. This was used to pay down all FHLB advances, which stood at **$235.0 million** at year-end[298](index=298&type=chunk)[338](index=338&type=chunk) - Asset quality improved significantly, with nonperforming loans falling to **$1.4 million** (**0.06% of total assets**) at June 30, 2023, from **$4.5 million** (**0.19% of total assets**) at December 31, 2022[304](index=304&type=chunk) - Liquidity is strong, with total available borrowing capacity of approximately **$813 million** from the FHLB, FRB, and federal funds lines. The liquidity position was **172%** of estimated uninsured deposits as of June 30, 2023[357](index=357&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=74&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for the current filing - Quantitative and Qualitative Disclosures About Market Risk are not required for this report[366](index=366&type=chunk) [Controls and Procedures](index=74&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes in internal control over financial reporting during the last fiscal quarter - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2023[367](index=367&type=chunk) - No changes occurred in the company's internal control over financial reporting during the last fiscal quarter that materially affected, or are likely to materially affect, these controls[368](index=368&type=chunk) [PART II — OTHER INFORMATION](index=75&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=75&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings, nor is management aware of any threatened proceedings - As of the filing date, the company is not involved in any material legal proceedings[371](index=371&type=chunk) [Risk Factors](index=75&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have been reported since the Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes in risk factors are reported since the last Annual Report on Form 10-K[372](index=372&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=75&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Board renewed the share repurchase program for up to 1.3 million shares, with 24,798 shares repurchased in Q2 2023 at an average price of $9.16 per share - The Board of Directors renewed a share repurchase program on March 16, 2023, authorizing the buyback of up to **1,300,000 shares** of common stock[378](index=378&type=chunk) Share Repurchases in Q2 2023 | Period | Total Shares Purchased | Average Price Paid per Share ($) | | :--- | :--- | :--- | | April 2023 | 0 | — | | May 2023 | 24,798 | $9.16 | | June 2023 | 0 | — | | **Total Q2** | **24,798** | **$9.16** | [Other Information and Exhibits](index=75&type=section&id=Item%203,%204,%205,%206) The company reported no defaults on senior securities, no mine safety disclosures, and no other material information, with exhibits including officer certifications and XBRL data - There were no defaults upon senior securities (Item 3), no mine safety disclosures (Item 4), and no other information to report (Item 5)[375](index=375&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk) - Exhibits filed with the report include CEO and CFO certifications (31.1, 31.2, 32.1, 32.2) and financial data in XBRL format (101, 104)[380](index=380&type=chunk)

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 ...