mvbf-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-38314

MVB Financial Corp.

(Exact name of registrant as specified in its charter)

West Virginia

20-0034461

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

301 Virginia Avenue, Fairmont, WV

26554

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (304) 363-4800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on
which registered

Common Stock, $1.00 Par Value Per Share

MVBF

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

Based upon the closing price of the common shares of the registrant on June 30, 2025 of $22.53 as reported on the Nasdaq Capital Market, the aggregate market value of the common shares of the registrant held by non-affiliates during that time was $262.3 million. For this purpose, certain executive officers and directors

are considered affiliates. This calculation does not reflect a determination that such persons are affiliates for any other purpose.

As of March 11, 2026, the registrant had 12,844,813 shares of common stock outstanding with a par value of $1.00 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

EXPLANATORY NOTE

On March 12, 2026, MVB Financial Corp. (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2025 with the Securities and Exchange Commission (the “Original Filing”).

This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of the Company is being filed solely to amend Item 15(c) of Part IV of the Original Filing to include the separate financial statements of Warp Speed Holdings, LLC (“Warp Speed”) as required under Rule 3-09 of Regulation S-X (“Rule 3-09”). The financial statements of Warp Speed for its fiscal year ended December 31, 2025 were not available at the time the Company filed the Original Filing. The required financial statements are now provided as E xhibit 99.1 to this Amendment No. 1.

Warp Speed was significant under Rule 3-09 for the fiscal years ended December 31, 2025, but not for the fiscal years ended December 31, 2024 and 2023. As a result, under Rule 3-09, we have included in this Amendment No. 1 audited consolidated financial statements for the fiscal year ended December 31, 2025 and unaudited consolidated financial statements for the years ended December 31, 2024 and 2023.

Part IV, Item 15 is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. This Amendment No. 1 also updates, amends and supplements Part IV, Item 15 of the Original Filing to include, among other items, the filing of new certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rules 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended. This Amendment No. 1 does not change any other information set forth in the Original Filing. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the accountants’ consent for Warp Speed and certifications required to be filed as exhibits hereto.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following consolidated financial and informational statements of the registrant are included in the Company’s Annual Report on Form 10-K filed on March 12, 2026:


(a)(1)			Financial Statements
			Report of Independent Registered Public Accounting Firm Opinion on the Consolidated Financial Statements
			Report of Independent Registered Public Accounting Firm Opinion on Internal Control over Financial Reporting
			Consolidated Balance Sheets at December 31, 2025 and 2024
			Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023
			Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023
			Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023
			Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
			Notes to Consolidated Financial Statements
			Management’s Annual Report on Internal Control over Financial Reporting

(b)			Exhibits
			Exhibits filed with this Annual Report on Form 10-K/A (Amendment No.1) pursuant to Item 601 of Regulation S-K are attached hereto. For a list of such exhibits, refer to the “Exhibit Index” below. These exhibits should be read in conjunction with Item 15 of the Company’s Annual Report on Form 10-K filed on March 12, 2026.