UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | West Virginia | | 20-0034461 | | --- | --- | --- | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | 301 Virginia Avenue, Fairmont, WV ...

Group 1: Earnings Performance - MVB Financial reported quarterly earnings of $0.15 per share, missing the Zacks Consensus Estimate of $0.31 per share, representing an earnings surprise of -51.61% [1] - The company posted revenues of $33.73 million for the quarter, missing the Zacks Consensus Estimate by 6.06%, compared to revenues of $34.71 million a year ago [2] - Over the last four quarters, MVB Financial has surpassed consensus EPS estimates two times and topped consensus revenue estimates two times [2] Group 2: Stock Performance and Outlook - MVB Financial shares have increased by approximately 14.1% since the beginning of the year, outperforming the S&P 500's gain of 8.6% [3] - The company's earnings outlook is crucial for investors, with current consensus EPS estimates at $0.39 for the coming quarter and $1.41 for the current fiscal year [7] - The estimate revisions trend for MVB Financial was mixed ahead of the earnings release, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market [6] Group 3: Industry Context - The Banks - Northeast industry, to which MVB Financial belongs, is currently in the top 15% of over 250 Zacks industries, suggesting a favorable outlook [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact MVB Financial's stock performance [5]

Exhibit 99.1 N E W S R E L E A S E MVB Financial Corp. Announces Second Quarter 2025 Results (FAIRMONT, WV) July 28, 2025 – MVB Financial Corp. (NASDAQ: MVBF) ("MVB Financial," "MVB" or the "Company"), the holding company for MVB Bank, Inc. ("MVB Bank"), today announced financial results for the second quarter of 2025, with reported net income of $2.0 million, or $0.16 and $0.15 per basic and diluted share, respectively. Second Quarter 2025 Highlights as Compared to First Quarter 2025 3.5% growth in pre-tax ...

MVB Financial (MVBF) is expected to deliver flat earnings compared to the year-ago quarter on higher revenues when it reports results for the quarter ended June 2025. This widely-known consensus outlook gives a good sense of the company's earnings picture, but how the actual results compare to these estimates is a powerful factor that could impact its near-term stock price.The earnings report might help the stock move higher if these key numbers are better than expectations. On the other hand, if they miss, ...

Financial Data and Key Metrics Changes - The company reported a significant turnaround from headwinds in 2023 to tailwinds in 2024, highlighted by a recent share buyback announcement [13] - The payment revenue has shown a remarkable growth with a compound annual growth rate (CAGR) of 123% from 2023 to 2024 [15] - The overall deposit base has increased by 31% off balance sheet, indicating a positive trajectory for the company's franchise value [16] Business Line Data and Key Metrics Changes - The fintech banking segment has experienced a gross deposit CAGR of 29% and gross fees CAGR of 86%, despite a slight decline in 2024 due to exiting the digital space [18] - The gaming vertical holds an impressive 84% market share, contributing to the company's growth strategy [14] Market Data and Key Metrics Changes - The company has nearly $500 million in gaming deposits, showcasing its strong position in the gaming market [15] - The overall market for the products and services offered by the company has markedly improved in recent months, creating a favorable environment for growth [21] Company Strategy and Development Direction - The company's strategy focuses on being trusted partners on the financial frontier, emphasizing values such as respect, commitment, and teamwork [14] - The growth vehicles identified include software as a service, banking as a service, and a strong emphasis on payments, which is rapidly growing [14] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, noting that the climate and market conditions for their products and services have improved significantly [21] - The company aims to maintain strong asset quality and capital ratios, positioning itself for future growth [19] Other Important Information - The company has appointed two new directors to the board, which is expected to enhance its governance and strategic direction [2][8] - The meeting included discussions on executive compensation and the appointment of an independent registered public accounting firm for 2025 [10][11] Q&A Session Summary - No specific questions were recorded during the Q&A session, indicating a smooth approval process for the proposals presented [11]

Core Viewpoint - MVB Financial Corp. has authorized a stock repurchase program of up to $10 million, which has positively impacted its share price, increasing by 3.2% following the announcement [1]. Group 1: Stock Repurchase Program - The stock repurchase program will be executed through open-market transactions, block transactions, and privately negotiated deals, adhering to SEC regulations [2]. - The timing and number of shares repurchased will depend on various factors including price, trading volume, and market conditions [2]. Group 2: Capital Distribution Activities - MVB Financial has consistently raised dividends, increasing them five times in the last five years, with the latest hike being 13.3% to 17 cents per share [3]. - The current dividend yield stands at 3.59%, based on the last closing price of $18.95 [3]. Group 3: Financial Position - As of March 31, 2025, MVB Financial reported cash and cash equivalents of $251 million and long-term debt of $74 million, indicating a strong liquidity position [4]. - The CEO emphasized that the company's strong capital position enables the execution of the stock repurchase program, enhancing shareholder value [5]. Group 4: Market Performance - Over the past three months, MVBF shares have increased by 0.6%, while the industry has seen a growth of 5.8% [6]. - Currently, the company holds a Zacks Rank of 3 (Hold) [7].

PART I FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201%20Financial%20Statements) The company's total assets decreased to **$3.02 billion** as of March 31, 2025, from **$3.13 billion** at year-end 2024, primarily due to a decrease in loans and cash equivalents; net income for Q1 2025 was **$3.6 million**, a decrease from **$4.5 million** in the prior year's quarter, driven by lower net interest income; total stockholders' equity increased to **$310.1 million** from **$305.8 million** at the end of 2024 Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | **Total Assets** | **$3,019,687** | **$3,128,704** | | Total cash and cash equivalents | $251,450 | $317,913 | | Loans receivable, net | $2,044,131 | $2,080,468 | | **Total Liabilities** | **$2,709,633** | **$2,822,913** | | Total deposits | $2,583,798 | $2,693,615 | | **Total Stockholders' Equity** | **$310,054** | **$305,791** | Consolidated Income Statement Highlights (in thousands) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net Interest Income | $26,676 | $30,139 | | Provision for credit losses | $177 | $1,997 | | Noninterest Income | $7,008 | $7,834 | | Noninterest Expense | $28,701 | $30,191 | | **Net income attributable to parent** | **$3,577** | **$4,482** | Key Per Share Data | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Earnings per common shareholder - basic | $0.28 | $0.35 | | Earnings per common shareholder - diluted | $0.27 | $0.34 | - Cash flow from operating activities was a net inflow of **$14.1 million** in Q1 2025, a significant reversal from the **$25.3 million** net outflow in Q1 2024; financing activities resulted in a net cash outflow of **$111.9 million**, primarily due to a net decrease in deposits of **$111.0 million**[22](index=22&type=chunk) [Note 1 – Nature of Operations and Basis of Presentation](index=12&type=section&id=Note%201%20%E2%80%93%20Nature%20of%20Operations%20and%20Basis%20of%20Presentation) MVB Financial Corp. is a financial holding company operating through its subsidiary, MVB Bank, Inc.; the company's business activities are divided into Commercial and Retail (CoRe) banking services and Fintech banking; the Fintech division provides specialized banking services, including operational risk management and compliance, to clients in the gaming, payments, and banking-as-a-service industries; in January 2025, the company divested its 80.8% interest in Trabian Technology, Inc - The company operates through two primary business lines: **CoRe (Commercial and Retail) Banking** and **Fintech Banking**[24](index=24&type=chunk)[25](index=25&type=chunk) - The Fintech Banking segment focuses on providing services to corporate clients in complex industries like gaming, payments, and banking-as-a-service, aiming to capture stable, lower-cost deposits and fee income[25](index=25&type=chunk) - In January 2025, MVB divested its controlling interest in Trabian Technology, Inc. through a stock repurchase agreement[24](index=24&type=chunk) [Note 2 – Investment Securities](index=14&type=section&id=Note%202%20%E2%80%93%20Investment%20Securities) As of March 31, 2025, the fair value of investment securities available-for-sale was **$419.6 million**, with a total amortized cost of **$450.8 million**, resulting in a net unrealized loss of **$31.2 million**; the company states it has no intent to sell securities in an unrealized loss position and believes it is more likely than not that it will not be required to sell them before recovery of value; no allowance for credit losses (ACL) was recorded for these securities Investment Securities Available-for-Sale (in thousands) | Category | Fair Value (Mar 31, 2025) | Fair Value (Dec 31, 2024) | | :--- | :--- | :--- | | United States government agency securities | $39,353 | $39,846 | | United States sponsored mortgage-backed securities | $172,790 | $147,580 | | United States treasury securities | $82,754 | $103,975 | | Municipal securities | $101,063 | $102,140 | | Corporate debt securities | $15,475 | $9,918 | | **Total available-for-sale debt securities** | **$418,935** | **$410,959** | - The portfolio had unrealized losses of **$32.2 million** as of March 31, 2025; management attributes these declines to general market conditions rather than credit-related factors and has not recorded an ACL[38](index=38&type=chunk) - Investment securities with a carrying value of **$258.4 million** were pledged to secure public funds, repurchase agreements, and potential borrowings as of March 31, 2025[36](index=36&type=chunk) [Note 3 – Loans and Allowance for Credit Losses](index=16&type=section&id=Note%203%20%E2%80%93%20Loans%20and%20Allowance%20for%20Credit%20Losses) Total loans receivable decreased to **$2.06 billion** at March 31, 2025, from **$2.10 billion** at year-end 2024; the commercial loan portfolio, comprising business, real estate, and construction loans, remains the largest segment at **$1.39 billion**; the Allowance for Credit Losses (ACL) stood at **$19.2 million**, or **0.93%** of total loans; non-accrual loans totaled **$20.3 million**; during the quarter, the company modified loans with an amortized cost basis of **$6.4 million** for borrowers experiencing financial difficulty, primarily through payment delays Loan Portfolio Composition (in thousands) | Loan Category | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Commercial (Business, RE, ADC) | $1,391,857 | $1,416,856 | | Residential real estate | $642,482 | $650,708 | | Home equity lines of credit | $11,738 | $12,933 | | Consumer | $16,704 | $18,620 | | **Total loans receivable** | **$2,063,296** | **$2,100,131** | Allowance for Credit Losses (ACL) Activity (in thousands) | ACL Activity | Three Months Ended March 31, 2025 | | :--- | :--- | | Beginning Balance (Dec 31, 2024) | $19,663 | | Provision for credit losses | $359 | | Charge-offs | ($1,387) | | Recoveries | $530 | | **Ending Balance (Mar 31, 2025)** | **$19,165** | - As of March 31, 2025, total loans past due were **$33.3 million**, with non-accrual loans amounting to **$20.3 million**[62](index=62&type=chunk) - During Q1 2025, the company modified loans totaling **$6.4 million** for borrowers in financial distress, all through payment delays for commercial business loans[74](index=74&type=chunk) [Note 4 – Equity Method Investments](index=26&type=section&id=Note%204%20%E2%80%93%20Equity%20Method%20Investments) The company holds three equity method investments: a **40%** stake in Intercoastal Mortgage Company (ICM), a **37.5%** stake in Warp Speed Holdings, and a **10%** stake in Ayers Socure II; for Q1 2025, MVB's share of net income from ICM was **$0.3 million**, and its share from Warp Speed (on a three-month lag) was also **$0.3 million**; this represents a significant turnaround from Q1 2024, where both investments resulted in losses for MVB Equity Method Investment Performance (MVB's Share, in thousands) | Investment | Q1 2025 Net Income/(Loss) | Q1 2024 Net Income/(Loss) | | :--- | :--- | :--- | | ICM | $300 | ($200) | | Warp Speed | $300 | ($900) | - The carrying value of the investment in ICM was **$23.9 million** and in Warp Speed was **$53.5 million** as of March 31, 2025[80](index=80&type=chunk)[81](index=81&type=chunk) [Note 5 – Deposits](index=28&type=section&id=Note%205%20%E2%80%93%20Deposits) Total deposits decreased to **$2.58 billion** at March 31, 2025, from **$2.69 billion** at the end of 2024; the decrease was primarily in interest-bearing accounts, particularly savings, money markets, and time deposits; noninterest-bearing demand deposits, however, increased to **$1.03 billion**, constituting **40%** of total deposits Deposit Composition (in thousands) | Deposit Category | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Noninterest-bearing demand | $1,033,056 | $940,994 | | NOW | $528,632 | $473,225 | | Savings and money markets | $280,731 | $437,145 | | Time deposits | $741,379 | $842,251 | | **Total deposits** | **$2,583,798** | **$2,693,615** | [Note 9 – Derivatives](index=33&type=section&id=Note%209%20%E2%80%93%20Derivatives) The company utilizes derivative instruments, including fair value hedges and matched interest rate swaps, to manage interest rate risk; in Q1 2025, MVB discontinued two fair value swaps with notional amounts of **$30.0 million** and **$50.0 million**; as of March 31, 2025, the notional amount of active fair value swaps was **$92.8 million**; matched interest rate swaps with commercial borrowers had a notional amount of **$132.3 million** - In January 2025, the company discontinued two portfolio layer method fair value swaps: one hedging fixed-rate mortgages (**$30.0 million** notional) and one hedging fixed-rate municipal bonds (**$50.0 million** notional)[111](index=111&type=chunk)[112](index=112&type=chunk) Outstanding Derivative Instruments (March 31, 2025, in thousands) | Derivative Type | Notional Amount | Fair Value of Asset (Liability) | | :--- | :--- | :--- | | Fair value hedge (Pay fixed rate swaps) | $92,827 | ($543) | | Matched interest rate swaps with borrowers | $132,325 | $4,349 | | Matched interest rate swaps with counterparty | $132,325 | ($4,349) | [Note 12 – Segment Reporting](index=38&type=section&id=Note%2012%20%E2%80%93%20Segment%20Reporting) The company reports across three main segments: CoRe Banking, Mortgage Banking, and Financial Holding Company; for Q1 2025, the CoRe Banking segment generated **$11.0 million** in operating income; the Mortgage Banking segment, driven by equity method investments, contributed **$0.8 million** in operating income, a significant improvement from a **$1.0 million** loss in Q1 2024; the Financial Holding Company segment recorded an operating loss of **$5.5 million** Segment Operating Income (Loss) (in thousands) | Segment | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | CoRe Banking | $11,047 | $12,895 | | Mortgage Banking | $751 | ($1,026) | | Financial Holding Company | ($5,464) | ($5,211) | | Other | ($1,528) | ($873) | | **Total Operating Income** | **$4,806** | **$5,785** | - The CoRe Banking segment includes the Fintech division and represents the primary source of revenue through loans, deposits, and service charges[122](index=122&type=chunk) - The Mortgage Banking segment's revenue is primarily comprised of the company's share of net income or loss from its equity method investments in ICM and Warp Speed[122](index=122&type=chunk) [Note 13 – Divestiture](index=40&type=section&id=Note%2013%20%E2%80%93%20Divestiture) In January 2025, MVB completed the divestiture of its **80.8%** controlling interest in Trabian Technology, Inc.; Trabian repurchased all shares held by MVB for **$3.5 million**; this transaction resulted in a recognized gain of **$0.6 million** for the first quarter of 2025 - The company sold its controlling interest in Trabian Technology, Inc. in January 2025 for **$3.5 million**[128](index=128&type=chunk) - The divestiture resulted in a pre-tax gain of **$0.6 million**, which was recognized in the first quarter of 2025[128](index=128&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports that the company is adapting to a challenging market characterized by high interest rates and a slowing economy; for Q1 2025, net income fell to **$3.6 million** from **$4.5 million** year-over-year, driven by an **11.5%** decline in net interest income; the tax-equivalent net interest margin compressed to **3.66%** from **3.83%**; the loan portfolio contracted, and the provision for credit losses decreased significantly to **$0.2 million**; the company continues to focus on its Fintech verticals (gaming, payments, banking-as-a-service) and maintains strong capital, with a Community Bank Leverage Ratio of **10.9%** - The company is adapting its business model in response to high interest rates and a slowing economy, while remaining committed to its Fintech verticals: gaming, payments, and banking-as-a-service[131](index=131&type=chunk) Q1 2025 vs. Q1 2024 Performance | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net Income | $3.6M | $4.5M | | Diluted EPS | $0.27 | $0.34 | | Return on Average Assets | 0.4% | 0.5% | | Return on Average Equity | 4.7% | 6.2% | | Tax-Equivalent Net Interest Margin | 3.66% | 3.83% | - The company's capital position remains strong, with a Community Bank Leverage Ratio (CBLR) of **10.9%** at March 31, 2025, exceeding the **9%** minimum requirement[176](index=176&type=chunk) - Off-balance sheet custodial deposits, primarily from the gaming and banking-as-a-service industries, totaled **$1.52 billion** at March 31, 2025[168](index=168&type=chunk) [Net Interest Income and Margin](index=45&type=section&id=Net%20Interest%20Income%20and%20Margin) Net interest income for Q1 2025 decreased by **11.5%** to **$26.7 million** compared to Q1 2024; the tax-equivalent net interest margin (NIM) compressed by **17 basis points** to **3.66%**; this was primarily due to a decline in earning asset yields, driven by lower average loan and cash balances, which was only partially offset by a **51 basis point** reduction in the cost of interest-bearing liabilities - Net interest income declined by **$3.5 million** year-over-year, primarily due to a **$205 million** decrease in average earning assets[144](index=144&type=chunk) - The tax-equivalent net interest margin fell to **3.66%** from **3.83%** in the prior year's quarter, reflecting lower earning asset yields[143](index=143&type=chunk) - The average cost of interest-bearing liabilities decreased to **3.71%** in Q1 2025 from **4.22%** in Q1 2024[147](index=147&type=chunk) [Allowance and Provision for Credit Losses](index=46&type=section&id=Allowance%20and%20Provision%20for%20Credit%20Losses) The provision for credit losses was significantly lower at **$0.2 million** for Q1 2025, compared to **$2.0 million** in Q1 2024; this decrease was driven by a reduction in the required reserve for pooled loans, resulting from lower portfolio balances and improved allocation rates; the Allowance for Credit Losses (ACL) ended the quarter at **$19.2 million**, or **0.93%** of total loans, a slight decrease from **0.94%** at year-end 2024; net charge-offs for the quarter were **$0.9 million** - The provision for credit losses decreased to **$0.2 million** in Q1 2025 from **$2.0 million** in Q1 2024, mainly due to lower required reserves from the pooled loan analysis[148](index=148&type=chunk) - The ACL as a percentage of total loans was **0.93%** at March 31, 2025, compared to **0.94%** at December 31, 2024[163](index=163&type=chunk) - Net charge-offs for Q1 2025 totaled **$0.9 million**, down from **$1.3 million** in Q1 2024[149](index=149&type=chunk) [Noninterest Income and Expense](index=46&type=section&id=Noninterest%20Income%20and%20Expense) Noninterest income decreased to **$7.0 million** in Q1 2025 from **$7.8 million** in Q1 2024; the decline was mainly due to a **$1.6 million** drop in other operating income and a **$0.7 million** reduction in gains on securities sales; this was partially offset by a significant turnaround in equity method investment income (a **$0.6 million** gain vs. a **$1.1 million** loss) and a **$0.6 million** gain from the Trabian divestiture; noninterest expense fell to **$28.7 million** from **$30.2 million**, primarily due to a **$2.2 million** decrease in professional fees - Noninterest income declined year-over-year, primarily due to lower other operating income and gains on securities sales[151](index=151&type=chunk) - Positive contributors to noninterest income included a **$1.7 million** positive swing in equity method investment results and a **$0.6 million** gain on the sale of Trabian[151](index=151&type=chunk) - Noninterest expense decreased by **$1.5 million** year-over-year, largely driven by a **$2.2 million** reduction in professional fees[152](index=152&type=chunk) [Financial Condition and Capital](index=47&type=section&id=Financial%20Condition%20and%20Capital) Total assets declined by **$109.0 million** during Q1 2025 to **$3.02 billion**, while stockholders' equity increased by **$4.4 million** to **$310.1 million**, improving the equity-to-assets ratio to **10.3%**; the loan portfolio contracted by **$36.8 million** to **$2.06 billion**; deposits, the primary funding source, decreased by **$109.8 million** to **$2.58 billion**, with a notable shift from interest-bearing accounts to noninterest-bearing deposits, which grew to **40%** of the total; the Bank remains well-capitalized with a Community Bank Leverage Ratio of **10.9%** - Stockholders' equity increased by **$4.4 million** in Q1 2025, driven by net income and other comprehensive income, partially offset by dividends[171](index=171&type=chunk) - The equity to assets ratio improved to **10.3%** at March 31, 2025 from **9.8%** at year-end 2024[172](index=172&type=chunk) Deposit Concentration (March 31, 2025, in millions) | Vertical | Deposit Balance | | :--- | :--- | | Payments | $489.6 | | Banking-as-a-Service | $317.0 | | Gaming | $190.8 | [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, which is managed by the Asset and Liability Committee (ALCO); the objective is to maintain consistent growth in net interest income while minimizing risk exposure; management strategies include managing balance sheet liquidity, using interest rate swaps, and structuring loan terms; the company also faces counterparty credit risk from derivative contracts, which it mitigates by working with well-capitalized, investment-grade third parties - The primary market risk is interest rate risk, managed by the ALCO to structure the balance sheet for consistent net interest income growth[194](index=194&type=chunk)[195](index=195&type=chunk) - Interest rate risk management tools include interest rate swaps, commercial loan swap transactions, and structuring loan terms to reinvest cash flows throughout the rate cycle[195](index=195&type=chunk) - Counterparty credit risk is managed by dealing with well-capitalized, investment-grade partners and is monitored annually[197](index=197&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of March 31, 2025, and concluded they were effective; there were no material changes to the company's internal control over financial reporting during the first quarter of 2025 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the quarter[198](index=198&type=chunk) - No material changes were identified in the internal control over financial reporting during the first quarter of 2025[199](index=199&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=51&type=section&id=Item%201%20Legal%20Proceedings) The company is not aware of any material pending legal proceedings; while it may be subject to various claims in the ordinary course of business, management and counsel do not expect the outcomes to have a significant adverse effect on the consolidated financial statements - The company is not currently a party to any material pending legal proceedings[201](index=201&type=chunk) - In the opinion of management and counsel, any legal actions arising from the ordinary course of business will not have a significant adverse effect on the company's financial statements[188](index=188&type=chunk) [Risk Factors](index=51&type=section&id=Item%201A%20Risk%20Factors) The company highlights a specific risk factor related to its growth strategy; failure to effectively manage its expected growth in loans, deposits, and fee income could negatively impact its business, financial condition, and results of operations; this includes challenges in hiring qualified employees, finding desirable business opportunities, and scaling operational infrastructure to handle an increasing number of customer relationships - A key risk is the failure to manage expected business growth effectively, which could negatively affect financial results[202](index=202&type=chunk) - Successful growth depends on hiring qualified employees, finding good business opportunities, and competition[203](index=203&type=chunk) - Future growth could strain administrative and operational infrastructure, potentially increasing costs and reducing profitability[204](index=204&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None[205](index=205&type=chunk) [Other Information](index=51&type=section&id=Item%205%20Other%20Information) During the first quarter of 2025, no directors or officers of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or other trading arrangement during the quarter[208](index=208&type=chunk) [Exhibits](index=52&type=section&id=Item%206%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the principal executive officer and principal financial officer pursuant to the Sarbanes-Oxley Act of 2002, as well as XBRL data files - The report includes required certifications from the CEO and CFO under Sections 302 and 906 of the Sarbanes-Oxley Act[209](index=209&type=chunk) - Interactive Data Files (XBRL) are included as exhibits[209](index=209&type=chunk)

Core Viewpoint - MVB Financial (MVBF) reported quarterly earnings of $0.27 per share, exceeding the Zacks Consensus Estimate of $0.21 per share, but down from $0.34 per share a year ago, indicating a 28.57% earnings surprise [1][2] Financial Performance - The company posted revenues of $33.68 million for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 0.25%, but down from $37.97 million year-over-year [2] - Over the last four quarters, MVB Financial has surpassed consensus EPS estimates two times and topped consensus revenue estimates two times [2] Stock Performance - MVB Financial shares have declined approximately 17.6% since the beginning of the year, compared to a decline of 5.5% for the S&P 500 [3] - The stock currently holds a Zacks Rank 2 (Buy), indicating expectations of outperforming the market in the near future [6] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $0.33 on revenues of $35.3 million, and for the current fiscal year, it is $1.40 on revenues of $143.7 million [7] - The trend for estimate revisions ahead of the earnings release has been favorable, which may influence future stock movements [6][5] Industry Context - MVB Financial operates within the Zacks Financial - Miscellaneous Services industry, which is currently ranked in the top 35% of over 250 Zacks industries, suggesting a positive outlook for the sector [8]

[Q1 2025 Financial Highlights](index=1&type=section&id=Q1%202025%20Financial%20Highlights) [Overview of Q1 2025 Performance](index=1&type=section&id=Overview%20of%20Q1%202025%20Performance) MVB Financial reported a net income of $3.6 million, with improved net interest margin, reduced noninterest expenses, enhanced capital, and increased book value per share Q1 2025 Key Financial Results | Metric | Value | | :--- | :--- | | Net Income | $3.6 million | | Basic Earnings Per Share | $0.28 | | Diluted Earnings Per Share | $0.27 | Q1 2025 Key Performance Changes (vs. Q4 2024) | Metric | Value/Change | | :--- | :--- | | Net Interest Margin | 3.63% (+20 bps) | | Net Interest Income | +7.1% | | Noninterest Expense | -14.6% | | Book Value Per Share | $23.94 (+1.4%) | | Tangible Book Value Per Share | $23.85 (+2.1%) | - Noninterest bearing deposits constituted **40.0% of total deposits**, indicating a strong funding profile[4](index=4&type=chunk) - The company reported improved asset quality indicators and further enhanced capital strength[4](index=4&type=chunk) [CEO's Remarks](index=1&type=section&id=CEO%27s%20Remarks) CEO Larry F. Mazza highlighted Q1 results as tangible progress from strategic repositioning, noting strong funding, margin expansion, and expense management - The CEO views the Q1 results as a reflection of tangible progress following the strategic repositioning of the business model over the past year[5](index=5&type=chunk) - A best-in-class funding profile was credited for the meaningful expansion in net interest margin and growth in net interest income[5](index=5&type=chunk) - Significant progress was made in right-sizing the cost structure after prior infrastructure investments made to support the next phase of growth[6](index=6&type=chunk) - Asset quality metrics improved, the strong liquidity position was preserved, and the capital base was further strengthened, providing flexibility for opportunistic capital deployment[6](index=6&type=chunk) [Detailed Financial Analysis](index=4&type=section&id=Detailed%20Financial%20Analysis) [Income Statement Analysis](index=4&type=section&id=Income%20Statement%20Analysis) Net interest income rose 7.1% with margin expansion, while noninterest income declined due to a prior one-time gain, and expenses decreased 14.6% Net Interest Income and Margin (Tax-Equivalent) | Metric | Q1 2025 | Q4 2024 | Change (QoQ) | | :--- | :--- | :--- | :--- | | Net Interest Income | $26.9 million | $25.1 million | +7.1% | | Net Interest Margin | 3.66% | 3.46% | +20 bps | - The increase in net interest margin from the prior quarter was primarily driven by a decline in funding costs to **2.28% from 2.56%**, reflecting a favorable shift in deposit mix[11](index=11&type=chunk)[12](index=12&type=chunk) - Noninterest income declined by **$14.3 million** from the prior quarter, largely due to the absence of an **$11.8 million** gain on sale of assets that occurred in Q4 2024[13](index=13&type=chunk) - Noninterest expense decreased by **$4.9 million (14.6%)** from the prior quarter, mainly due to lower salaries and employee benefits (-$2.4 million) and professional fees (-$2.2 million)[15](index=15&type=chunk) [Balance Sheet Analysis](index=5&type=section&id=Balance%20Sheet%20Analysis) Total loans and deposits decreased, but noninterest-bearing deposits and off-balance sheet deposits increased, reflecting a shift in funding mix Loan and Deposit Balances (as of March 31, 2025) | Metric | Value | Change vs. Dec 31, 2024 | | :--- | :--- | :--- | | Total Loans | $2.06 billion | -1.8% | | Total Deposits | $2.58 billion | -4.1% | | Noninterest-Bearing Deposits | $1.03 billion | +9.8% | - The decline in loans included **$13.4 million** in amortization and payoffs of classified loans, which strengthened the portfolio's asset quality[17](index=17&type=chunk) - The decrease in total deposits was mainly driven by a **$90.2 million (18.2%)** decline in brokered CDs[18](index=18&type=chunk) - Off-balance sheet deposits increased by **$98.6 million (6.9%)** from the prior quarter to **$1.52 billion**, which are used to generate fee income and manage liquidity[21](index=21&type=chunk) [Capital Adequacy](index=7&type=section&id=Capital%20Adequacy) MVB's capital position strengthened in Q1 2025, with improved Tangible Common Equity and regulatory capital ratios, while maintaining its dividend Capital Ratios Comparison | Ratio | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Community Bank Leverage Ratio | 10.9% | 11.2% | | Tier 1 Risk-Based Capital Ratio | 15.5% | 15.1% | | Total Risk-Based Capital Ratio | 16.4% | 15.8% | | Tangible Common Equity Ratio (Non-GAAP) | 10.2% | 9.7% | - The company issued a quarterly cash dividend of **$0.17 per share**, consistent with the previous quarter and the same quarter last year[23](index=23&type=chunk) [Asset Quality](index=7&type=section&id=Asset%20Quality) Asset quality improved with a 17.6% decrease in nonperforming loans and lower net charge-offs, while the allowance for credit losses remained stable Asset Quality Indicators | Metric | Q1 2025 | Q4 2024 | | :--- | :--- | :--- | | Nonperforming Loans | $20.3 million (1.0% of loans) | $24.6 million (1.2% of loans) | | Net Charge-offs | $0.9 million (0.2% of loans) | $1.5 million (0.3% of loans) | | Provision for Credit Losses | $0.2 million | $0.3 million | - Classified loans as a percentage of total loans decreased to **3.2%** as of March 31, 2025, from **3.8%** at the end of the prior quarter[24](index=24&type=chunk) - The allowance for credit losses for loans was **0.9%** of total loans, consistent with the prior quarter-end[26](index=26&type=chunk) [Financial Statements and Data](index=11&type=section&id=Financial%20Statements%20and%20Data) [Consolidated Statements of Income](index=11&type=section&id=Consolidated%20Statements%20of%20Income) This table presents the unaudited consolidated income statement for Q1 2025, detailing income, expenses, and earnings per share Consolidated Statements of Income (Unaudited, in thousands, except per share data) | | 2025 First Quarter | 2024 Fourth Quarter | 2024 First Quarter | | :--- | :--- | :--- | :--- | | Net interest income | $ 26,676 | $ 24,904 | $ 30,139 | | Provision for credit losses | 177 | 331 | 1,997 | | Total noninterest income | 7,008 | 21,280 | 7,834 | | Total noninterest expenses | 28,701 | 33,620 | 30,191 | | Net income available to common shareholders | $ 3,577 | $ 9,440 | $ 4,482 | | Earnings per share - basic | $ 0.28 | $ 0.73 | $ 0.35 | | Earnings per share - diluted | $ 0.27 | $ 0.72 | $ 0.34 | [Noninterest Income Breakdown](index=11&type=section&id=Noninterest%20Income%20Breakdown) This table details noninterest income components for Q1 2025 and comparative quarters, highlighting the impact of a prior asset sale gain Noninterest Income (Unaudited, in thousands) | | 2025 First Quarter | 2024 Fourth Quarter | 2024 First Quarter | | :--- | :--- | :--- | :--- | | Total payment card and service charge income | $ 4,985 | $ 3,818 | $ 4,813 | | Equity method investments income (loss) | 645 | 1,319 | (1,128) | | Gain (loss) on sale of loans | (69) | 1,012 | — | | Gain on divestiture activity | 608 | — | — | | Gain (loss) on sale of assets | (342) | 11,771 | — | | Total noninterest income | $ 7,008 | $ 21,280 | $ 7,834 | [Condensed Consolidated Balance Sheets](index=12&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This table presents the condensed consolidated balance sheet as of March 31, 2025, detailing key asset, liability, and equity accounts Condensed Consolidated Balance Sheets (Unaudited, in thousands) | | March 31, 2025 | December 31, 2024 | March 31, 2024 | | :--- | :--- | :--- | :--- | | Total assets | $ 3,019,687 | $ 3,128,704 | $ 3,547,390 | | Loans receivable, net | 2,044,131 | 2,080,468 | 2,244,506 | | Total deposits | 2,583,798 | 2,693,615 | 3,145,329 | | Noninterest-bearing deposits | 1,033,056 | 940,994 | 1,391,070 | | Stockholders' equity | 310,054 | 305,791 | 291,828 | | Total liabilities and stockholders' equity | $ 3,019,687 | $ 3,128,704 | $ 3,547,390 | [Average Balances and Interest Rates](index=13&type=section&id=Average%20Balances%20and%20Interest%20Rates) This table details average balances, interest income/expense, and yields/costs for earning assets and interest-bearing liabilities Average Balances and Rates Highlights (Q1 2025, in thousands) | Category | Average Balance | Yield/Cost | | :--- | :--- | :--- | | Total earning assets | $2,979,992 | 5.91% | | Total loans | $2,104,126 | 6.76% | | Total interest-bearing liabilities | $1,811,603 | 3.71% | | Net interest spread (tax equivalent) | - | 2.20% | | Net interest margin (tax equivalent) | - | 3.66% | [Selected Financial Data](index=15&type=section&id=Selected%20Financial%20Data) This table summarizes key performance ratios, per-share data, and asset quality metrics for Q1 2025 and comparative quarters Selected Performance Ratios (Q1 2025) | Ratio | Value | | :--- | :--- | | Return on average assets | 0.4% | | Return on average equity | 4.7% | | Net interest margin (tax-equivalent) | 3.66% | | Efficiency ratio | 85.2% | | Equity to assets | 10.3% | | Nonperforming loans to total loans | 1.0% | [Non-U.S. GAAP Reconciliations](index=16&type=section&id=Non-U.S.%20GAAP%20Reconciliations) These tables reconcile non-U.S. GAAP financial measures, including net interest margin and tangible common equity, to their U.S. GAAP equivalents Reconciliation of Net Interest Margin (Q1 2025) | Metric | Value | | :--- | :--- | | Net interest margin (U.S. GAAP) | 3.63% | | Impact of fully tax-equivalent adjustment | +0.03% | | Net interest margin (Non-U.S. GAAP) | 3.66% | Reconciliation of Tangible Common Equity (March 31, 2025) | Metric | Value | | :--- | :--- | | Total equity attributable to parent | $310,054 thousand | | Less: Total intangibles | ($1,200) thousand | | Tangible common equity | $308,854 thousand | | Tangible book value per common share | $23.85 | | Tangible common equity ratio | 10.2% | [Supplementary Information](index=8&type=section&id=Supplementary%20Information) [About MVB Financial Corp.](index=8&type=section&id=About%20MVB%20Financial%20Corp.) MVB Financial Corp. is a publicly traded financial holding company providing services through MVB Bank in the Mid-Atlantic region - MVB Financial Corp. is the holding company for MVB Bank and is publicly traded on Nasdaq under the ticker "**MVBF**"[27](index=27&type=chunk) - The company is headquartered in Fairmont, West Virginia, and serves clients in the Mid-Atlantic region and beyond[27](index=27&type=chunk) [Forward-looking Statements](index=8&type=section&id=Forward-looking%20Statements) This section cautions that forward-looking statements are subject to risks and uncertainties, advising reliance on SEC filings for details - The press release contains forward-looking statements regarding possible future results of operations, which are protected under the Private Securities Litigation Reform Act of 1995[30](index=30&type=chunk) - Numerous factors could cause actual results to differ materially from those expressed in forward-looking statements, including market, economic, operational, liquidity, and credit risks[31](index=31&type=chunk) - The company disclaims any obligation to update forward-looking statements and directs readers to its Annual Report on Form 10-K for additional risk factors[31](index=31&type=chunk) [Non-U.S. GAAP Financial Measures Explanation](index=10&type=section&id=Non-U.S.%20GAAP%20Financial%20Measures%20Explanation) This section explains the use of non-U.S. GAAP financial measures for supplemental analysis, noting they are not substitutes for U.S. GAAP - The document uses non-U.S. GAAP financial measures which management believes provide useful supplemental information for understanding the company's financial condition and results[34](index=34&type=chunk) - These measures are not substitutes for U.S. GAAP basis measures and are presented to assist investors in comparing financial conditions, consistent with industry practice[34](index=34&type=chunk)

Financial Performance and Position - On-balance sheet gaming deposits totaled $227.6 million as of December 31, 2024, down from $354.1 million as of December 31, 2023[150] - Off-balance sheet gaming deposits totaled $221.0 million as of December 31, 2024, compared to $277.1 million as of December 31, 2023[150] - The company had $3.1 million of goodwill and other intangible assets as of December 31, 2024, with potential future write-downs impacting financial results[154] - The company anticipates potential volatility in earnings from Fintech investments, which could impact strategic initiatives[157] - The company may experience dilution of tangible book value and net income per common share from future acquisitions[163] Strategic Initiatives and Growth - The company is focused on long-term growth through new business initiatives, including investments in Fintech, which carry substantial risks[155] - The company sold its interest in Trabian in January 2025, indicating ongoing strategic asset management[162] Regulatory and Compliance Risks - The company is subject to extensive government regulation, which could adversely affect its business and operations[186] - The company's ability to pay dividends is restricted by capital adequacy requirements imposed by regulatory authorities[190] - The company's ability to pay dividends is uncertain and may depend on future earnings, capital requirements, and regulatory restrictions[197] - The company is subject to federal policies that restrict dividend payments, which could limit shareholder returns[197] - Compliance with Nasdaq listing requirements is critical; failure to maintain compliance could lead to delisting and adversely affect stock trading[194] Market and Economic Conditions - The company faces competitive pressures that may increase funding costs and compress net interest margins due to the gaming deposit base[150] - A deterioration in economic conditions may result in deposit base outflows, limiting access to customary sources of liquidity[166] - The trading volume of the company's common stock is lower than that of larger financial services companies, which may affect marketability and price stability[193] - The stock price can be volatile, influenced by factors such as quarterly results, sustainable core earnings, and general market conditions[195] - The company's stock price may be affected by geopolitical conditions and economic fluctuations, including the upcoming 2024 U.S. presidential election[196] Operational and Technological Risks - The company is adapting to technological changes and evolving legislation, which may increase operational and compliance risks[156] - Cyberattacks on information systems could adversely affect operations and harm the business[169] - The company relies on external vendors for day-to-day operations, exposing it to risks if these vendors do not perform satisfactorily[177] - A significant portion of the loan portfolio is secured by real property, which may expose the company to environmental liability risks[178] Financial Reporting and Credit Risks - Changes in accounting standards by FASB and SEC could materially affect how the company reports its financial condition and results of operations[204] - The company relies on analytical and forecasting models for credit loss estimates and fair value measurements, which may prove inadequate during market stress[206] - The company may need to increase its allowance for credit losses if actual losses exceed reserves, potentially impacting financial results[203] - The company faces risks related to credit and liquidity, which may impact the valuation of its securities portfolio and lead to accounting charges[199] - The company is subject to liquidity risk, which could disrupt its ability to meet financial obligations[164] - Limited availability of borrowings from the FHLB system could negatively impact earnings[167] - Failure to meet capital adequacy guidelines could compromise the company's status as a financial holding company[189]