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 September 30, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________. Commission File Number: 001-38314 MVB Financial Corp. (Exact name of registrant as specified in its charter) West Virginia 20-0034461 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its charter) West Virginia 20-0034461 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 301 Virginia Avenue, Fairmont, WV 26554 (Address of principal executive offices) (Zip Code) (304) 363-4800 (Registrant's telephone number, including area code) Not Applicable FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURI ...

Financial Performance - Net income attributable to the parent for Q1 2021 was $8,085 thousand, compared to $1,048 thousand in Q1 2020, marking a significant increase of 671.5%[13]. - Comprehensive income for Q1 2021 was $3,967 thousand, compared to $131 thousand in Q1 2020, showing a substantial increase[14]. - Net income for the three months ended March 31, 2021, was $8,058,000, compared to $1,048,000 for the same period in 2020, representing a significant increase[16]. - The Company earned $8.1 million in Q1 2021, a significant increase from $1.0 million in Q1 2020, resulting in a return on average assets of 1.3% and a return on average equity of 13.6%[144]. - Basic earnings per share (EPS) for Q1 2021 was $0.70, up from $0.08 in Q1 2020, indicating strong earnings growth[132]. Asset and Deposit Growth - Total assets increased to $2,646,089 thousand as of March 31, 2021, up from $2,331,476 thousand as of December 31, 2020, representing a growth of 13.5%[12]. - Total deposits rose to $2,216,553 thousand as of March 31, 2021, up from $1,982,389 thousand as of December 31, 2020, reflecting an increase of 11.8%[12]. - Total deposits increased by $234,164,000 in Q1 2021, compared to $332,734,000 in Q1 2020, indicating strong customer confidence[16]. - Total cash and cash equivalents at the end of the period increased to $339,616,000 from $88,874,000 year-over-year[16]. - Total deposits amounted to $2,216,553 thousand as of March 31, 2021, with an estimated fair value of $2,196,951 thousand[110]. Income and Expense Analysis - Net interest income for Q1 2021 was $17,505 thousand, compared to $16,171 thousand in Q1 2020, an increase of 8.2%[13]. - Noninterest income for Q1 2021 totaled $12,458 thousand, up from $10,850 thousand in Q1 2020, representing a growth of 14.8%[13]. - Total noninterest expenses decreased to $19,118 thousand in Q1 2021 from $24,656 thousand in Q1 2020, a reduction of 22.5%[13]. - Noninterest expenses decreased to $19.1 million for the three months ended March 31, 2021, down from $24.7 million in the same period in 2020, with personnel costs comprising approximately 62% of total noninterest expenses[175]. - The efficiency ratio improved to 63.8% in Q1 2021 from 91.3% in Q1 2020, indicating better cost management[154]. Loan and Credit Quality - The allowance for loan losses was $26,214 thousand as of March 31, 2021, compared to $25,844 thousand as of December 31, 2020, indicating a slight increase of 1.4%[12]. - The total loans amounted to $1.696 billion, up from $1.455 billion as of December 31, 2020, reflecting a growth of 16.6%[42]. - The total impaired loans as of March 31, 2021, were $13.111 million, compared to $15.394 million as of December 31, 2020, indicating a decrease of 14.8%[51]. - The provision for loan losses decreased to $0.6 million for the three months ended March 31, 2021, compared to $1.1 million for the same period in 2020, reflecting changes in charge-offs and historical loss rates[167]. - The allowance for loan losses (ALL) is based on management's evaluation of risk characteristics and credit quality, with total collectively evaluated impaired loans at $2.0 million as of March 31, 2021[65]. Investment and Securities - The total amortized cost of investment securities available-for-sale was $420.69 million, with a fair value of $423.12 million as of December 31, 2020[33]. - The Company reported unrealized losses of $3.3 million on securities as of March 31, 2021, but maintains the ability to hold these securities until principal recovery[36]. - The fair value of municipal securities held by the Company was $209.734 million as of March 31, 2021, with unrealized losses of $1.008 million[32]. - The Company recognized unrealized holding gains on equity securities of $0.5 million for the three months ended March 31, 2021, compared to immaterial gains in the same period of 2020[39]. - The company reported realized and unrealized gains of $19,000 in earnings related to municipal securities for the period ending March 31, 2021[123]. Capital and Equity - The total equity attributable to the parent decreased slightly to $236,210 thousand as of March 31, 2021, from $239,483 thousand as of December 31, 2020, a decline of 1.0%[12]. - Stockholders' equity decreased by approximately $3.3 million to $236.7 million during the quarter ended March 31, 2021, with a dividend payout ratio dropping from 115.2% to 14.3%[195]. - The Company redeemed all outstanding shares of its preferred stock in January 2021, with a redemption price of $10,000 per share plus unpaid dividends[108]. - The Company has an effective shelf registration covering $75 million of debt and equity securities available for issuance[201]. - The Bank's CBLR at March 31, 2021 was 11.3%, exceeding the well-capitalized standard of 8.5%[198]. Operational Developments - The company acquired an 80% interest in Flexia, which provides a reloadable account combining debit and casino gaming accounts, enhancing its fintech capabilities[21]. - The Bank acquired an 80% interest in Flexia Payments, LLC for approximately $2.5 million in February 2021[138]. - The Bank entered into a Stock Purchase Agreement to acquire a majority interest in Trabian Technology, Inc. in April 2021[139]. - The Company originated 634 PPP loans totaling $88.5 million and an additional $102.1 million through a partnership with a Fintech company as of March 31, 2021[84]. - The Company is involved in various legal actions, but management believes the outcomes will not significantly affect the consolidated financial statements[210].

[Part I](index=5&type=section&id=PART%20I) [Business](index=5&type=section&id=Item%201.%20Business) MVB Financial Corp. operates through MVB Bank, Inc., focusing on CoRe banking, mortgage, and strategic Fintech services, with significant M&A activity and regulatory oversight [Corporate and Business Overview](index=7&type=section&id=Corporate%20and%20Business%20Overview) MVB Financial Corp. is a financial holding company focused on CoRe banking and Fintech, operating through three segments and actively engaging in M&A - **MVB Financial Corp.** is a financial holding company operating primarily through **MVB Bank, Inc.**, focusing on **Commercial and Retail (CoRe) banking** with a strategic emphasis on **Financial Technology (Fintech)** services for corporate clients nationwide[17](index=17&type=chunk)[18](index=18&type=chunk) - Significant M&A activity includes acquiring **Chartwell** (compliance services), divesting **four bank branches**, forming a mortgage joint venture (**ICM**), and acquiring assets from **The First State Bank** via an FDIC receivership[19](index=19&type=chunk) - Operations are structured into **three reportable segments**: **CoRe banking** (including **Fintech division**, **Chartwell**, and **Paladin Fraud**), **mortgage banking** (primarily from **ICM** equity investment), and the **financial holding company**[24](index=24&type=chunk)[25](index=25&type=chunk) [Lending Activities](index=9&type=section&id=Lending%20Activities) The company's loan portfolio is predominantly commercial, with residential loans also present, and both types are subject to specific risk management practices Loan Portfolio Composition as of December 31, 2020 | Loan Type | Amount (approx.) | % of Total Loans | | :--- | :--- | :--- | | Commercial Loans | $1.16 billion | 80.0% | | Residential Loans | $288.0 million | 19.8% | - Commercial lending poses **higher risk** due to reliance on business cash flow, necessitating **annual reviews** and specific evaluations for **COVID-19 impacts**[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - Residential real estate loans generally require an **80%** loan-to-value ratio or private mortgage insurance, while construction financing is deemed **higher risk**, with residential construction loans to individuals totaling approximately **$119.4 million** at year-end[31](index=31&type=chunk)[32](index=32&type=chunk) [Human Capital and Competition](index=10&type=section&id=Human%20Capital%20and%20Competition) The company manages its 344 employees through culture and training initiatives while navigating intense competition from traditional and Fintech banks - As of December 31, 2020, the company had **344 employees**, with human capital initiatives focused on fostering a **strong culture**, investing in **training**, and ensuring **employee safety** during the **COVID-19 pandemic**, leading to over **85%** of team members transitioning to remote work[35](index=35&type=chunk)[36](index=36&type=chunk)[38](index=38&type=chunk) - The company faces **significant competition** in lending and deposits from **traditional banks**, **credit unions**, and **Fintech-focused banks/neobanks**, employing a strategy centered on **customer relationships** and a **needs-based selling approach** rather than solely on interest rates[33](index=33&type=chunk)[34](index=34&type=chunk) [Supervision and Regulation](index=11&type=section&id=Supervision%20and%20Regulation) The company is extensively regulated by federal and state authorities, adhering to frameworks like Dodd-Frank and maintaining strong capital ratios - The company and its subsidiaries are subject to **extensive regulation** by federal and state authorities, including the **Federal Reserve Board**, **FDIC**, and **SEC**, primarily for the **protection of depositors and the financial system**[43](index=43&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - Major regulatory frameworks include the **Dodd-Frank Act** and the **Economic Growth, Regulatory Relief, and Consumer Protection Act (EGRRCPA)**, which modified certain Dodd-Frank provisions for smaller banks[46](index=46&type=chunk)[47](index=47&type=chunk) - As a financial holding company, MVB must ensure its depository institution subsidiaries are **well capitalized** and **well managed**, and it believes it qualifies for the Federal Reserve's **Small Bank Holding Company Policy Statement**, **exempting it from consolidated capital requirements**[54](index=54&type=chunk)[58](index=58&type=chunk) - The Bank is subject to **minimum capital ratios** under the Capital Rules, including a **capital conservation buffer**, with effective minimums of **7% for CET1**, **8.5% for Tier 1**, and **10.5% for Total capital** to risk-weighted assets as of January 1, 2019[82](index=82&type=chunk)[83](index=83&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from economic conditions, the COVID-19 pandemic, PPP exposure, non-residential loan concentration, Fintech investments, regulatory changes, cybersecurity, and stock volatility - The full impact of the **COVID-19 pandemic** remains unknown and could **materially affect** the company's business, financial condition, and results of operations, including negative impacts on **interest income** and **credit quality** through loan deferral programs[123](index=123&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - Participation in the SBA's **Paycheck Protection Program (PPP)** exposes the company to **litigation risk** regarding loan processing and **credit risk** if the SBA denies its guarantee due to origination deficiencies[141](index=141&type=chunk)[142](index=142&type=chunk)[144](index=144&type=chunk) - Approximately **80%** of the loan portfolio comprises **non-residential real estate loans**, which carry **greater risk of non-payment and and loss** compared to residential mortgages[145](index=145&type=chunk) - Strategic **Fintech** initiatives, serving clients in **payments, cryptocurrency, and gaming industries**, introduce **increased business, reputational, operational, and regulatory risks**, with gaming deposits representing approximately **18% of total deposits** as of December 31, 2020[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) - Reliance on information systems exposes the company to **cybersecurity risks**, where a breach could **damage its reputation**, lead to a **loss of business**, and result in **litigation and financial liability**[170](index=170&type=chunk)[171](index=171&type=chunk)[174](index=174&type=chunk) [Unresolved Staff Comments](index=33&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None [Properties](index=33&type=section&id=Item%202.%20Properties) The company owns its main office and 7 of 13 full-service branches, with 6 leased, and underwent branch closures and sales in 2020 - The company owns its **main office** and **7 of its 13 full-service banking branches**, with the remaining **6 branches being leased**[207](index=207&type=chunk) - In 2020, the company **closed one branch** in Morgantown, WV, and **sold four branches** in Berkeley and Jefferson Counties, WV[208](index=208&type=chunk)[209](index=209&type=chunk) [Legal Proceedings](index=34&type=section&id=Item%203.%20Legal%20Proceedings) The company reports no awareness of any material pending legal proceedings involving itself or its subsidiaries - The company reports that it is not aware of any material pending legal proceedings[210](index=210&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable [Part II](index=35&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=35&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) MVB Financial Corp.'s common stock trades on Nasdaq under 'MVBF', with 920 stockholders, paid $0.36 dividends in 2020, and repurchased 668,390 shares in Q4 2020 - The company's common stock trades on the **Nasdaq Capital Market** under the symbol "**MVBF**", with approximately **920 stockholders** of record as of March 8, 2021[214](index=214&type=chunk) Dividends Per Share | Year | Dividend per Share | | :--- | :--- | | 2020 | $0.36 | | 2019 | $0.195 | | 2018 | $0.11 | Share Repurchases (Q4 2020) | Period | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Oct 2020 | 130,400 | $17.00 | | Nov 2020 | 1,500 | $16.37 | | Dec 2020 | 536,490 | $20.25 | | **Total** | **668,390** | | [Selected Financial Data](index=37&type=section&id=Item%206.%20Selected%20Financial%20Data) In 2020, total assets grew to $2.33 billion and net income to $37.0 million, driven by deposit growth, though nonperforming loans increased to 0.9% Selected Financial Data (2019 vs 2020) | (Dollars in thousands, except per share data) | 2020 | 2019 | | :--- | :--- | :--- | | **Balance Sheet Data:** | | | | Total Assets | $2,331,476 | $1,944,114 | | Loans receivable, net | $1,427,900 | $1,362,766 | | Deposits | $1,982,389 | $1,265,042 | | Stockholders' equity | $239,483 | $211,936 | | **Income Statement Data:** | | | | Net interest income | $68,826 | $59,400 | | Provision for loan loss | $16,579 | $1,789 | | Noninterest income | $91,837 | $64,604 | | Net income available to common shareholders | $36,950 | $26,512 | | **Per Share Data:** | | | | Earnings per share - basic | $3.13 | $2.26 | | Book value | $20.14 | $17.13 | | **Asset Quality Ratios:** | | | | Nonperforming loans to total loans | 0.9% | 0.4% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2020, MVB's assets grew to $2.33 billion and net income to $37.4 million, driven by Fintech deposits and ICM, while increasing loan loss provisions due to COVID-19 and maintaining strong capital [Executive Summary and COVID-19 Impact](index=41&type=section&id=Executive%20Summary%20and%20COVID-19%20Impact) The company achieved strong financial results in 2020, actively participated in PPP, and implemented loan modifications in response to COVID-19 Key Financial Results (2020 vs. 2019) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Total Assets | $2.33 billion | $1.94 billion | | Deposits | $1.98 billion | $1.27 billion | | Net Income | $37.4 million | $27.0 million | | Diluted EPS | $3.06 | $2.20 | | Return on Average Assets | 1.7% | 1.4% | | Return on Average Equity | 16.7% | 13.6% | - The company actively participated in the **Paycheck Protection Program (PPP)**, originating **455 loans** with original balances of **$92.8 million**, with **$82.0 million** in PPP loans outstanding at year-end[234](index=234&type=chunk) - In response to the pandemic, the company approved **loan modifications** for commercial loans totaling **$34.7 million** and mortgage loans totaling **$13.5 million** as of December 31, 2020[234](index=234&type=chunk) [Net Interest Income and Margin](index=42&type=section&id=Net%20Interest%20Income%20and%20Margin) Net interest income increased by $9.4 million to $68.8 million in 2020, driven by lower cost of funds, resulting in a slightly improved net interest margin - Net interest income **increased by $9.4 million (15.9%)** to **$68.8 million** in 2020, primarily due to the **cost of interest-bearing liabilities (down 83 bps to 0.85%)** decreasing more than the **yield on earning assets (down 70 bps to 4.17%)**[245](index=245&type=chunk)[251](index=251&type=chunk) - The tax-equivalent net interest margin (NIM) slightly increased to **3.57%** in 2020 from **3.53%** in 2019, with the net interest spread widening to **3.32%** from **3.19%**, aided by a **$243.9 million** increase in average noninterest-bearing demand deposits[242](index=242&type=chunk)[243](index=243&type=chunk) [Provision for Loan Losses](index=46&type=section&id=Provision%20for%20Loan%20Losses) The provision for loan losses significantly increased to $16.6 million in 2020, primarily due to qualitative adjustments and risk grade changes in response to COVID-19 Provision for Loan Losses | Year | Provision Amount | | :--- | :--- | | 2020 | $16.6 million | | 2019 | $1.8 million | | 2018 | $2.4 million | - The **substantial increase** in the 2020 provision was primarily driven by qualitative adjustment factor changes in response to the **COVID-19 pandemic**, with **$12.8 million** from framework enhancements and **$3.8 million** from risk grade adjustments for significant loans[254](index=254&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) [Noninterest Income and Expense](index=47&type=section&id=Noninterest%20Income%20and%20Expense) Noninterest income grew by $27.2 million to $91.8 million, driven by ICM and M&A gains, while noninterest expense rose by $9.9 million to $97.1 million due to salaries and professional fees - Noninterest income **increased by $27.2 million** to **$91.8 million** in 2020, primarily driven by **$24.2 million** from the **ICM equity method investment**, **$17.6 million** in gains from **acquisition/divestiture activity**, and a **$3.5 million** increase in **compliance consulting income**[259](index=259&type=chunk)[260](index=260&type=chunk)[261](index=261&type=chunk) - Noninterest expense **increased by $9.9 million** to **$97.1 million** in 2020, mainly due to a **$5.5 million** rise in **salaries and benefits** from team build-outs and acquisitions, and a **$3.5 million** increase in **professional fees** related to M&A transactions[265](index=265&type=chunk)[266](index=266&type=chunk) [Financial Condition Analysis](index=49&type=section&id=Financial%20Condition%20Analysis) Total loans grew to $1.45 billion, driven by PPP, while asset quality indicators showed some deterioration; deposits surged to $1.98 billion, largely from Fintech, and capital ratios remained strong - Total loans **grew by $79.2 million** to **$1.45 billion**, with commercial and non-residential real estate loans forming **79.9%** of the portfolio, primarily driven by **$82.0 million** in outstanding **PPP loans**[279](index=279&type=chunk)[280](index=280&type=chunk) Asset Quality Indicators (as of Dec 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Non-performing assets | $19.4 million | $6.5 million | | Allowance for loan losses | $25.8 million | $11.8 million | | Non-performing assets to total assets | 0.8% | 0.3% | | Allowance for loan losses to non-performing loans | 188.5% | 229.8% | - Total deposits **increased by $717.3 million** to **$1.98 billion**, with **noninterest-bearing deposits** growing to **$715.8 million (36.1% of total deposits)** from **$278.5 million (22.0% of total deposits)** in 2019, primarily driven by **Fintech deposits**[302](index=302&type=chunk)[304](index=304&type=chunk) - The Bank's capital ratios remained **strong** and above **well-capitalized standards**, with a **Total risk-based capital ratio of 15.8%** and a **Tier 1 leverage ratio of 11.0%** at December 31, 2020[310](index=310&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, managed by ALCO, showing asset sensitivity with NII benefiting from rising rates, alongside heightened credit risk due to COVID-19 - The company's primary market risk is **interest rate fluctuation**, managed by its **Asset and Liability Committee (ALCO)** using **simulation analysis** to model impacts on **net interest income (NII)** and **economic value of equity (EVE)**[328](index=328&type=chunk)[330](index=330&type=chunk)[333](index=333&type=chunk) Estimated Change in Net Interest Income from Rate Shocks (as of Dec 31, 2020) | Change in Interest Rates (bp) | % Change in NII | | :--- | :--- | | +400 | 42.7% | | +200 | 19.3% | | +100 | 9.6% | | -100 | (6.6)% | | -200 | (9.6)% | - As of December 31, 2020, the company is in an **asset-sensitive position**, generally **more favorable in a rising rate environment**, marking a shift from its 2019 exposure to falling rates[337](index=337&type=chunk)[338](index=338&type=chunk) [Financial Statements and Supplementary Data](index=58&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2020, with an unqualified opinion from Dixon Hughes Goodman LLP, including balance sheets, income statements, and detailed notes [Consolidated Financial Statements](index=62&type=section&id=Consolidated%20Financial%20Statements) Dixon Hughes Goodman LLP issued an unqualified opinion on the 2020 consolidated financial statements, which show total assets of $2.33 billion and net income of $37.4 million - The independent auditor, **Dixon Hughes Goodman LLP**, issued an **unqualified opinion** on the **consolidated financial statements** and the company's **internal control over financial reporting** as of December 31, 2020[354](index=354&type=chunk)[367](index=367&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31) | (Dollars in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Total Assets | $2,331,476 | $1,944,114 | | Loans receivable, net | $1,427,900 | $1,362,766 | | Goodwill | $2,350 | $19,630 | | Total Deposits | $1,982,389 | $1,265,042 | | Total Stockholders' Equity | $239,483 | $211,936 | Consolidated Income Statement Highlights (Year Ended Dec 31) | (Dollars in thousands) | 2020 | 2019 | | :--- | :--- | :--- | | Net Interest Income | $68,826 | $59,400 | | Provision for loan losses | $16,579 | $1,789 | | Noninterest Income | $91,837 | $64,604 | | Noninterest Expenses | $97,141 | $87,201 | | Net Income | $37,411 | $26,991 | [Notes to Consolidated Financial Statements](index=74&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the allowance for loan losses, ICM equity investment, goodwill reduction, and significant M&A transactions including the First State Bank acquisition and branch divestitures - The allowance for loan losses (ALL) methodology uses historical experience adjusted for qualitative factors, with the ALL balance increasing to **$25.8 million** at year-end 2020 from **$11.8 million** in 2019 (Note 3)[400](index=400&type=chunk)[499](index=499&type=chunk) - The investment in **Intercoastal Mortgage Company (ICM)** is an **equity method investment** that contributed **$24.2 million** to income in 2020 (Note 5)[520](index=520&type=chunk) - Goodwill **decreased from $19.6 million to $2.4 million**, primarily due to a **$16.9 million reduction** related to the **ICM mortgage combination transaction** (Note 12)[565](index=565&type=chunk) - Significant 2020 transactions include the **acquisition of assets from The First State Bank** (a **$4.7 million bargain purchase gain**), the **divestiture of four branches** (a **$9.6 million gain**), and the **combination with Intercoastal to form ICM** (a **$3.3 million gain**) (Note 24)[616](index=616&type=chunk)[622](index=622&type=chunk)[630](index=630&type=chunk)[632](index=632&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=124&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting and financial disclosure - None [Controls and Procedures](index=124&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, 2020, excluding the recently acquired First State Bank - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2020[637](index=637&type=chunk) - Management assessed internal control over financial reporting as **effective** as of December 31, 2020, based on the **COSO framework**, identifying **no material weaknesses**[642](index=642&type=chunk)[643](index=643&type=chunk) - The assessment of internal controls **excluded the operations of The First State Bank**, acquired during 2020, as permitted by SEC guidance[639](index=639&type=chunk) [Other Information](index=126&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None [Part III](index=126&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=126&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's definitive 2021 Proxy Statement - This information is incorporated by reference from the registrant's definitive proxy statement for the 2021 Annual Meeting of Shareholders[650](index=650&type=chunk) [Executive Compensation](index=126&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the company's definitive 2021 Proxy Statement - This information is incorporated by reference from the registrant's definitive proxy statement for the 2021 Annual Meeting of Shareholders[651](index=651&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=126&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated from the 2021 Proxy Statement, detailing 947,988 outstanding options at $14.66 and 569,997 available for future issuance Equity Compensation Plan Information as of December 31, 2020 | Plan Category | Securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 947,988 | $14.66 | 569,997 | [Certain Relationships and Related Transactions, and Director Independence](index=126&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information for this item is incorporated by reference from the company's definitive 2021 Proxy Statement - This information is incorporated by reference from the registrant's definitive proxy statement for the 2021 Annual Meeting of Shareholders[654](index=654&type=chunk) [Principal Accountant Fees and Services](index=126&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information for this item is incorporated by reference from the company's definitive 2021 Proxy Statement - This information is incorporated by reference from the registrant's definitive proxy statement for the 2021 Annual Meeting of Shareholders[655](index=655&type=chunk) [Part IV](index=127&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=127&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements filed under Item 8 and provides an index of all exhibits, including governance documents and certifications - This section lists the **consolidated financial statements** filed under **Item 8** and provides an **index of exhibits** filed with the report, including **governance documents**, **material agreements**, and **required certifications**[657](index=657&type=chunk)[659](index=659&type=chunk)[661](index=661&type=chunk) [Form 10-K Summary](index=129&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no Form 10-K summary - None

Financial Performance - Net income from continuing operations for the nine months ended September 30, 2020, was $25,573 thousand, compared to $22,469 thousand for the same period in 2019, marking an increase of approximately 9.4%[8] - Earnings per share from continuing operations increased to $2.11 for the nine months ended September 30, 2020, compared to $1.89 for the same period in 2019, representing a growth of about 11.6%[9] - Comprehensive income for the nine months ended September 30, 2020, was $25,642 thousand, compared to $27,560 thousand in 2019, showing a decrease of about 6.9%[11] - Net income for the nine months ended September 30, 2020, was $25,573,000, an increase from $22,896,000 in the same period of 2019, representing an increase of approximately 11.6%[17] - The Company reported total revenues of $62,915,000 and net income of $28,979,000 for the three months ended September 30, 2020, with gross profit also at $33,765,000[107] - For the three months ended September 30, 2020, net income was $6,491 thousand, compared to $4,327 thousand for the same period in 2019, representing a year-over-year increase of approximately 50%[148] Asset Growth - Total assets increased to $2,214,459 thousand as of September 30, 2020, up from $1,944,114 thousand at December 31, 2019, representing a growth of approximately 13.9%[6] - Total deposits rose to $1,898,957 thousand as of September 30, 2020, compared to $1,265,042 thousand at December 31, 2019, representing an increase of approximately 50%[6] - The total stockholders' equity increased to $234,116,000 as of September 30, 2020, compared to $211,936,000 at the end of 2019, representing a growth of approximately 10.5%[14] - Cash and cash equivalents at the end of the period reached $295,823,000, a significant increase from $36,568,000 at the end of the same period in 2019[17] Loan and Deposit Activity - Net loans reached $1,402,680 thousand, an increase from $1,362,766 thousand, reflecting a growth of about 2.9%[6] - Total loans increased to $1,430.3 million as of September 30, 2020, compared to $1,374.2 million at December 31, 2019, reflecting a growth of 4.1%[51] - The company reported a net increase in deposits of $491,259,000 for the nine months ended September 30, 2020, compared to $147,250,000 in the same period of 2019, indicating strong deposit growth[17] Noninterest Income - Total noninterest income for the nine months ended September 30, 2020, was $75,761 thousand, up from $49,848 thousand in 2019, indicating a significant increase of approximately 52.1%[8] - Noninterest income for the nine months ended September 30, 2020, totaled $75.76 million, a significant increase from $49.85 million in the same period of 2019, marking a 52% growth[186] - Compliance consulting income surged to $3.04 million for the nine months ended September 30, 2020, compared to only $25 thousand in the same period of 2019, indicating a substantial increase[186] Loan Loss Provisions - Provision for loan losses was $16,365 thousand for the nine months ended September 30, 2020, compared to $1,557 thousand in 2019, reflecting a substantial increase due to economic uncertainties[8] - The provision for loan losses increased significantly to $16,365,000 for the nine months ended September 30, 2020, compared to $1,557,000 for the same period in 2019, indicating a substantial rise in expected credit losses[17] - Provision for loan losses for the three months ended September 30, 2020, was $8,631 thousand, compared to $657 thousand for the same period in 2019, reflecting a significant increase due to economic uncertainties[148] Investment Activity - The company incurred a net cash used in investing activities of $(154,717,000) for the nine months ended September 30, 2020, compared to $(74,566,000) in 2019, reflecting increased investment activity[17] - The investment securities available-for-sale totaled $297.964 million at September 30, 2020, with unrealized losses of $694 thousand[44] - The company sold investments available-for-sale worth $48.6 million for the nine-month period ended September 30, 2020, resulting in gross gains of $899 thousand[47] Credit Quality and Impairment - The total allowance for loan losses (ALL) was $25.816 million, an increase from $17.569 million as of June 30, 2020, reflecting a provision of $16.257 million during the quarter[63] - The total recorded investment in impaired loans as of September 30, 2020, was $17.5 million, with $10.5 million classified with specific allowance and $6.99 million without[75] - Impaired loans increased by $8.0 million, or 84.6%, during the nine months ended September 30, 2020, reaching a total of $17.5 million[75] Acquisitions and Mergers - The company completed the combination of MVB Mortgage with Intercoastal Mortgage Company on July 1, 2020, enhancing its position in the Mid-Atlantic residential mortgage lending market[147] - The acquisition of First State Bank on April 3, 2020, involved a net asset discount of $33.2 million and the acquisition of deposits valued at approximately $140 million[192] - A bargain purchase gain of $4.671 million was recognized on the First State acquisition[198] Miscellaneous - The company is actively evaluating the impact of COVID-19 on its financial condition and results of operations, with potential material effects[32] - The company recognized unrealized holding gains on equity securities of $94 thousand for the three-month period ended September 30, 2020[49] - The company reported a significant increase in mortgage fee income to $33,427 thousand for the nine months ended September 30, 2020, compared to $28,030 thousand in 2019, representing a growth of about 19.5%[8]

Financial Performance - Net income from continuing operations was $19,082 thousand for the six months ended June 30, 2020, compared to $18,123 thousand for the same period in 2019, indicating a growth of 5.3%[11]. - Net income for the six months ended June 30, 2020, was $19,082,000, compared to $18,569,000 for the same period in 2019, reflecting an increase of 2.8%[18]. - Net income for the three months ended June 30, 2020, was $18,034 thousand, compared to $15,377 thousand for the same period in 2019, reflecting an increase of about 17.2%[158]. - The Company reported a total noninterest income of $56.363 million for the six months ended June 30, 2020, compared to $35.152 million for the same period in 2019, representing a 60.4% increase[194]. - Total revenue for the three months ended June 30, 2020, was $21,774 thousand, an increase from $20,470 thousand for the same period in 2019, representing a growth of approximately 6.4%[157]. Asset Growth - Total assets increased to $2,215,157 thousand as of June 30, 2020, up from $1,944,114 thousand at December 31, 2019, representing a growth of approximately 14%[8]. - Total stockholders' equity increased to $228,500,000 as of June 30, 2020, up from $211,936,000 at the end of 2019, reflecting a growth of 7.8%[18]. - The company reported cash and cash equivalents of $78,854,000 at the end of June 30, 2020, compared to $21,209,000 at the end of the previous year, indicating a substantial increase in liquidity[19]. - The balance of loans held for sale increased to $242,089,000 as of June 30, 2020, compared to $109,788,000 at December 31, 2019, reflecting a significant growth[135]. Loan and Deposit Metrics - Net loans rose to $1,476,930 thousand, an increase of 8.3% from $1,362,766 thousand at the end of 2019[8]. - Total deposits reached $1,863,963 thousand, reflecting a significant increase of 47.3% compared to $1,265,042 thousand at the end of 2019[8]. - The net increase in deposits was $456,265,000 for the six months ended June 30, 2020, compared to $68,583,000 in 2019, showing strong deposit growth[19]. - The company’s residential real estate loans increased to $279,626 thousand as of June 30, 2020, compared to $271,604 thousand at December 31, 2019, reflecting a growth of approximately 3.0%[49]. Provision for Loan Losses - The provision for loan losses increased significantly to $7,734 thousand for the six months ended June 30, 2020, compared to $900 thousand in the same period of 2019[10]. - The provision for loan losses for the three months ended June 30, 2020, was $6,596 thousand, compared to $600 thousand for the same period in 2019, indicating a significant increase of approximately 1,032.7%[157]. - The allowance for loan losses (ALL) increased to $17,569 thousand as of June 30, 2020, up from $11,775 thousand at December 31, 2019, indicating a rise of approximately 49.4%[62]. Noninterest Income and Expenses - Noninterest income surged to $56,363 thousand for the six months ended June 30, 2020, up from $35,152 thousand in the prior year, marking a growth of 60.4%[10]. - The company reported total noninterest expenses of $33,333 thousand for the three months ended June 30, 2020, compared to $20,390 thousand for the same period in 2019, indicating an increase of approximately 63.6%[158]. - Noninterest income in the Mortgage Banking segment increased by $17.6 million, primarily due to a $12.3 million increase in the gain on derivatives and a $5.4 million increase in mortgage fee income[173]. Acquisitions and Business Combinations - The company completed a business combination that resulted in net cash provided of $64,633,000, contributing positively to its financial position[18]. - The Bank acquired assets and assumed liabilities of First State Bank for a net asset discount of $33.2 million, with total deposits valued at approximately $140.0 million[201]. - A pre-tax bargain purchase gain of $4.671 million was recognized on the First State Bank acquisition[207]. Risk and Impairment - Impaired loans increased by $8.1 million, or 85.1%, during the six months ended June 30, 2020, primarily due to the identification of $8.2 million of impaired loans[72]. - The total impaired loans as of June 30, 2020, were $17,748,000, with $10,737,000 requiring a specific allowance[72]. - The company evaluates loans for impairment based on payment status, collateral value, and the probability of collecting scheduled payments[63]. Stock and Shareholder Information - Earnings per share from continuing operations increased to $1.58 for the six months ended June 30, 2020, compared to $1.54 in the same period of 2019[13]. - The Company’s stock repurchase program allows for the repurchase of up to $5.0 million of its outstanding shares over 12 months[149]. - The Company repurchased a total of 45,600 shares of its common stock in March, May, and June 2020, at average prices of $16.00, $14.18, and $13.53 respectively[150][151][152].

Financial Performance - Net income for Q1 2020 was $1,048 thousand, a decrease of 67.2% from $3,192 thousand in Q1 2019[9]. - Earnings per share (basic and diluted) decreased to $0.08 in Q1 2020 from $0.26 in Q1 2019, a decline of 69.2%[9]. - The company reported a comprehensive income of $131 thousand for Q1 2020, down from $4,109 thousand in Q1 2019, reflecting a decline of 96.8%[11]. - For the three months ended March 31, 2020, net income available to common shareholders decreased to $934 thousand from $3,071 thousand in 2019, representing a decline of approximately 69.6%[130]. - The Company’s return on average assets decreased to 0.22% in Q1 2020 from 0.73% in Q1 2019, while return on average equity fell to 1.95% from 7.18%[173]. - For Q1 2020, the company earned $1.0 million, a decrease from $3.2 million in Q1 2019[195]. Income and Revenue - Net interest income after provision for loan losses was $15,033 thousand for Q1 2020, compared to $13,672 thousand in Q1 2019, reflecting an increase of 9.9%[8]. - Noninterest income rose to $10,850 thousand in Q1 2020, up from $8,765 thousand in Q1 2019, marking a growth of 23.7%[8]. - Noninterest income for the three months ended March 31, 2020, totaled $10.85 million, an increase from $8.765 million in the same period of 2019, representing a growth of approximately 23.6%[159]. - Noninterest income increased by $1.8 million, driven by a $1.0 million rise in consulting income and a $396 thousand increase in gains on the sale of securities[137]. - Mortgage fee income surged by $4.7 million, attributed to an increase of $171.7 million in mortgage loans sold compared to the same period in 2019[144]. Assets and Liabilities - Total assets increased to $2,099,680 thousand as of March 31, 2020, up from $1,944,114 thousand at December 31, 2019, representing a growth of 8.0%[6]. - Total deposits increased to $1,598,239 thousand as of March 31, 2020, up from $1,265,042 thousand at December 31, 2019, representing a growth of 26.3%[6]. - Cash and cash equivalents increased to $88,874 thousand as of March 31, 2020, up from $28,002 thousand at December 31, 2019, a growth of 216.5%[6]. - The estimated fair value of financial liabilities, including deposits and borrowings, was $1,594,168,000 as of March 31, 2020, slightly down from $1,249,135,000 as of December 31, 2019[124]. - The total balance of recurring level III assets increased to $42,417,000 as of March 31, 2020, from $38,919,000 at December 31, 2019[115]. Loan Performance - Provision for loan losses increased to $1,138 thousand in Q1 2020, compared to $300 thousand in Q1 2019, indicating a significant rise in risk assessment[8]. - The allowance for loan losses (ALL) balance at March 31, 2020, was $11,161 thousand, down from $11,775 thousand as of December 31, 2019, reflecting a charge-off of $1,756 thousand[52]. - Impaired loans increased by $743 thousand, or 7.8%, during the three months ended March 31, 2020, totaling $10,226 thousand[61]. - The total loans as of March 31, 2020, amounted to $1,396,606 thousand, with commercial loans at $1,094,494 thousand and residential loans at $261,493 thousand[52]. - The provision for loan losses for the first quarter of 2020 was a recovery of $1,138 thousand, indicating a positive adjustment to the ALL[52]. Expenses - Total noninterest expenses rose to $24,656 thousand in Q1 2020, compared to $18,448 thousand in Q1 2019, an increase of 33.5%[8]. - Noninterest expenses rose by $2.8 million, primarily due to a $1.5 million increase in salaries and employee benefits, linked to the expansion of the Fintech team and personnel from the Chartwell acquisition[138]. - Charge-offs in Q1 2020 totaled $1.8 million, compared to no charge-offs in Q1 2019[200]. Strategic Initiatives - The company is actively participating in the Paycheck Protection Program (PPP) to assist clients during the COVID-19 pandemic[29]. - MVB Financial Corp. is in the process of a mortgage business combination with Intercoastal Mortgage Company, expected to close in mid-2020, which will enhance its mortgage origination services[26][27]. - The Company is expanding its services to Fintech clients and banks through its dedicated Fintech sales team, which is expected to generate fee income revenue as relationships grow[186]. - The Company entered into a Purchase and Assumption Agreement with the FDIC to acquire certain assets and liabilities of The First State Bank, enhancing its branch network[183]. Market Conditions - The impact of the COVID-19 pandemic on the company's financial condition and results of operations is currently being evaluated and quantified[28]. - The ongoing COVID-19 pandemic has led to significant downward movement in the fed funds rate[205].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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 000-50567 MVB Financial Corp. (Exact name of registrant as specified in its charter) West Virginia 20-0034461 (Stat ...

Financial Performance - Net income for the nine months ended September 30, 2019, was $22,896 thousand, a significant increase of 154% compared to $9,004 thousand for the same period in 2018[10]. - Comprehensive income for the nine months ended September 30, 2019, was $27,560 thousand, compared to $4,032 thousand in 2018, reflecting a substantial increase[14]. - The company reported a net income available to common shareholders of $22,532 thousand for the nine months ended September 30, 2019, compared to $8,638 thousand in 2018, an increase of 161%[11]. - Net income from continuing operations for the nine months ended September 30, 2019, was $22,469 thousand, compared to $9,004 thousand for the same period in 2018, representing a 149% increase[141]. - Basic earnings per share from continuing operations increased to $1.89 for the three months ended September 30, 2019, up from $0.80 in the same period of 2018, reflecting a 136% growth[141]. Asset Growth - Total assets increased to $1,961,952 thousand as of September 30, 2019, up from $1,750,969 thousand at December 31, 2018, representing a growth of 12%[8]. - Total stockholders' equity increased to $206,240,000 as of September 30, 2019, up from $176,773,000 at the beginning of the year, reflecting a growth of approximately 16.6%[15]. - The estimated fair value of loans, net increased from $1,276,065 thousand on December 31, 2018, to $1,371,646 thousand on September 30, 2019, an increase of approximately 7.5%[129]. Income Sources - Total noninterest income increased to $49,848 thousand for the nine months ended September 30, 2019, up from $30,345 thousand in 2018, marking a growth of 64%[10]. - Noninterest income in the Mortgage Banking segment increased by $5.2 million, primarily due to a $3.0 million rise in mortgage fee income and a $2.2 million increase in gain on derivatives[159]. - Service charges on deposit accounts increased to $985 thousand for the nine months ended September 30, 2019, compared to $741 thousand in the same period of 2018, reflecting a growth of 33%[176]. Loan and Deposit Activity - Total loans increased to $1,382.3 million as of September 30, 2019, compared to $1,304.6 million as of December 31, 2018, reflecting a growth of approximately 5.9%[52]. - Total deposits reached $1,456,404 thousand as of September 30, 2019, an increase of 11% from $1,309,154 thousand at December 31, 2018[8]. - The net increase in deposits for the nine months ended September 30, 2019, was $147,250,000, compared to $219,606,000 in the same period of 2018[16]. Expenses and Provisions - Noninterest expenses increased by $2.2 million, primarily due to a $1.3 million rise in salaries and employee benefits expense[154]. - Provision expense decreased by $400 thousand, reflecting the net impact of various factors[154]. - The allowance for loan losses was $11.874 million, representing 0.86% of total loans[191]. Acquisitions and Investments - The acquisition of Chartwell Compliance was completed for a total purchase consideration of $4.1 million, including $3.1 million in cash and $1.0 million in common stock[180]. - The Company recognized $2.264 million in noninterest income in scope of Topic 606 for the nine months ended September 30, 2019, compared to $1.489 million for the same period in 2018, indicating a growth of 52%[176]. Financial Ratios - The return on average assets was 1.67% for the nine months ended September 30, 2019, compared to 0.75% for the same period in 2018[191]. - The return on average equity was 15.99% for the nine months ended September 30, 2019, compared to 7.65% for the same period in 2018[191]. - The efficiency ratio improved to 66.63% for the nine months ended September 30, 2019, compared to 80.02% for the same period in 2018[191]. Employee and Operational Metrics - The company had 420 full-time equivalent employees as of September 30, 2019[202]. - The company reported capital expenditures of $505 thousand for the three months ended September 30, 2019[150].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) For the transition period from __________ to __________. Commission File Number: 000-50567 MVB Financial Corp. (Exact name of registrant as specified in its charter) | West Virginia | 20-0034461 | | --- | --- | | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | | 301 Virginia Avenue, Fairmont, WV | 26554 | | (Address of principal executive offi ...