mvbf-20260407

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant £


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MVB Financial Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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301 Virginia Avenue

Fairmont, WV 26554


			Notice of 2026 Annual Meeting of Shareholders
			via Live Webcast, please visit:			May 19, 2026
			www.meetnow.global/MFTARNK			10:00 a.m. EDT

			The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at ir.mvbbanking.com

To the Shareholders:

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of MVB Financial Corp. (“MVB”, the “Company”, “we” or “our”) will be held via live webcast at 10:00 a.m. EDT on May 19, 2026. You will be able to participate, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.meetnow.global/MFTARNK. You will not be able to attend the Annual Meeting in person. The Proxy Statement contains additional information regarding registering for and attending the Annual Meeting. The webcast will begin promptly at 10:00 a.m. EDT and online access will be available beginning at 9:00 a.m. EDT. We encourage you to access the webcast prior to the start time. Although unlikely, please be aware that the date, time, or location of the Annual Meeting may change based on MVB's facts and circumstances. The purpose of this meeting is to consider and vote on the following proposals:

MVB Financial Corp. 2026 Proxy Statement


Items of Business
1			To elect the four director nominees named in the Proxy Statement.

2			To approve on a non-binding, advisory basis, the compensation of our named executive officers.

3			To amend the MVB Financial Corp. 2022 Stock Incentive Plan to increase the number of shares authorized for issuance under the Plan.

4			To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.

Any such business that may properly come before the Annual Meeting and any postponements or adjournments thereof.

Record Date
Only MVB Financial Corp. shareholders of record at the close of business on March 25, 2026 (the “Record Date”) shall be entitled to vote at the Annual Meeting and any adjournments or postponements of the meeting. A list of shareholders entitled to vote at the Annual Meeting is available for inspection at our principal executive office at 301 Virginia Avenue, Fairmont, WV 26554. The notice of Annual Meeting, Proxy Statement, proxy card, and other proxy materials are first being sent or made available to shareholders on or about April 6, 2026. As of the Record Date, there were approximately 12,844,813 shares of the Company’s voting common stock outstanding.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held Virtually on May 19, 2026.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders on the Internet. Instead of receiving paper copies of our proxy materials in the mail, shareholders will receive a Notice of Internet Availability of Proxy Materials (“Notice”) which provides an internet website address where shareholders can access electronic copies of proxy materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the proxy materials and proxy card. The Company's 2026 Proxy Statement, proxy card and Annual Report for fiscal year 2025 are available online at www.investorvote.com/MVBF. We encourage you to access and review such materials before voting.

Your vote is very important to us. Whether or not you expect to attend the Annual Meeting via webcast, we urge you to consider the Proxy Statement carefully and to promptly vote your shares.

Sincerely,

Larry F. Mazza

President & Chief Executive Officer

April 7, 2026

Your vote is important. Please vote.

www.mvbbanking.com

Table of Contents


Proxy Statement Summary			5
MVB Values and Culture			8
Corporate Governance			9
Role of the Board of Directors			9
Board Committees			9
Board Leadership Structure			12
Annual Board and Committee Assessment			14
Audit Committee Financial Experts			16
Code of Conduct & Corporate Conduct Policy			17
Transactions with Related Persons			17
Attendance of Directors at Annual Meeting of Shareholders			17
Communications with the Board			18
Directors			19
Director Overview			19
Nominees for Election			21
Directors Not Up For Election			24
Compensation of Directors			27
Executive Officers			29
Executive Compensation			32
Human Resources and Compensation Committee Report			32
Compensation Discussion and Analysis			32
Executive Compensation Tables			50
Summary Compensation Table			50
Grants of Plan-Based Awards			52
Outstanding Equity Awards			53
Option Exercises and Stock Vesting			54
Potential Payments Upon Termination or Change in Control			56
Retirement Plans			59
CEO Pay Ratio			59
Pay Versus Performance			60
Committed to the Success of our Communities			64
Proposals			66
Proposal No. 1 – Election of Directors			66
Proposal No. 2 – Non-Binding Advisory Vote to Approve Executive Compensation			67
Proposal No 3. - Approval of Amendment to the MVB Financial Corp. 2022 Stock Incentive Plan to increase the Number of Shares Authorized Under the Plan.			67
Proposal No. 4 – Ratification of Appointment of Independent Registered Public Accounting Firm			76
Other Information			77
Audit Committee Report			77
Security Ownership of Certain Beneficial Owners and Management			77
General Information			79

MVB Financial Corp. 2026 Proxy Statement

Proxy Statement Summary

MVB Financial Corp. (“MVB”, the “Company”, “we” or “our”) is furnishing this Proxy Statement in connection with the solicitation of proxies to vote at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of MVB. The following summary provides an overview of the Annual Meeting, the proposals that will be acted on, how to vote your shares, and information about our corporate governance and executive compensation program. We encourage you to carefully review all of the important information contained in this Proxy Statement before voting.

2026 Annual Meeting of Shareholders

via Live Webcast May 19, 2026

at www.meetnow.global/MFTARNK 10:00 a.m. EDT

The record date for the Annual Meeting is March 25, 2026 (the “Record Date”). Only shareholders of record as of the close of business on this date are entitled to vote at the Annual Meeting.

The Annual Meeting will be held via live webcast at 10:00 a.m. EDT on May 19, 2026. You will be able to participate, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.meetnow.global/MFTARNK. You will not be able to physically attend the Annual Meeting in person. Although unlikely, please be aware that the date, time, or location of the Annual Meeting may change based on MVB's facts and circumstances.

Items of Business and Voting Recommendations


	Proposal	Recommendation of the Board	Page #
1	To elect to the Board the four nominees presented by the Board.	FOR ALL of the nominees	66
2	To approve on a non-binding advisory basis, the compensation of our named executive officers.	FOR	67
3	To approve an amendment to the MVB Financial Corp. 2022 Stock Incentive Plan to increase the total number of shares authorized under the Plan.	FOR	67
4	To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.	FOR	76

How to Vote

To vote online, visit www.investorvote.com/MVBF and enter the control number found in your Notice of Internet Availability of Proxy Materials. You may also vote prior to the Annual Meeting by mail or phone. For more detailed information, see Voting Procedures beginning on page 81

Your vote is important. Please vote.

www.mvbbanking.com

Corporate Governance Highlights

Our corporate governance structure fosters principled actions, informed and effective decision-making, and appropriate compliance and performance monitoring. A few governance highlights are as follows:

–Eight of our nine directors are independent.

–Three of the nine directors are diverse (two females and one self-identified Hispanic/Latino).

–The Board as a whole has a wide range of expertise.

–Balanced Director tenure with an average tenure of approximately nine years.

–Board composition is diverse in age, skills, and experiences.

–Independent directors regularly meet without management present.

–Annual Board review and self-evaluation.

–Active shareholder engagement and communication.

–Stock ownership requirements for directors and executive officers.

–Board responsibility for risk oversight.

–Independent compensation consultant engaged.

Board of Directors and Committees

The committee membership in the chart below reflects the membership as of the date of this Proxy Statement.

MVB Financial Corp.

Independent

Audit

Finance

N&CG

Compensation

Risk

W. Marston Becker1

Chair

Richard J. Cordella, Jr.

John W. Ebert
Vice-Chair

Chair

Adam F. Famularo

Chair

Victor R. Maculaitis

Larry F. Mazza
President & CEO

Dr. Kelly R. Nelson, Chair

Chair

Jan L. Owen

Cheryl D. Spielman

Chair

1 Mr. Becker, will retire effective as of the meeting date.

On February 17, 2026, Mr. Famularo was appointed to the Board and as a member of the Finance Committee. On February 17, 2026, Dr. Nelson was named Board Chair, replacing Mr. Becker. On February 26, 2026, Glen W. Herrick resigned from his position as director of the Company, effective immediately. At the time of his resignation, Mr. Herrick was Chair of the Company’s Audit Committee and a member of the Finance Committee. With Mr. Herrick’s resignation, the Board appointed Cheryl Spielman as the Chair of the Audit Committee of the Board.

Please see the changes that will occur following the Annual Meeting in the respective committee descriptions, beginning on page 9. For a detailed discussion of our corporate governance and directors, please see the section entitled “Corporate Governance” and the section entitled “Directors.”

MVB Financial Corp. 2026 Proxy Statement

Executive Compensation Program Highlights

Our executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the size, scope, and success of MVB’s business.

Sound Program Design

We follow guiding principles in the design of the compensation program for our named executive officers and are committed to sound compensation policies and practices. We achieve our objectives through compensation that we believe does not encourage unnecessary and excessive risk taking. The overall design of our compensation program and each of its three primary components listed below have remained consistent year-over-year.

•Annual Base Salary

Fixed element of annual compensation

•Short-Term Incentives

Short-term cash incentive with variable payout opportunities based on operating results measured against annual performance goals

•Long-Term Incentives

Long-term equity incentives in the form of time-based and performance-based restricted stock units (“RSUs”) with multi-year vesting schedules

Aligned with Shareholder Interests and Company Performance

•Short- and long-term incentive opportunities are capped and have challenging performance goals tied to key measures of overall Company performance.

•Satisfied the primary Tier 1 Capital Ratio trigger and achieved above target performance on all four financial scorecard metrics as well as exceeding expectations on their individual objectives resulting in a 2025 bonus plan payout at 216.66% of target.

•Included a relative total shareholder return (“TSR”) modifier to the long-term incentive plan to add to measure all results between the 25th and 75th percentiles of the targeted peers.

•The performance-based RSUs granted in 2023 vested at 65.06% of target following the completion of the 2023–2025 performance period. The underlying payout was determined by achievement of 120.83% on the Tangible Book Value plus Dividends per Share (TBV+DPS) metric and 0% on the Earnings per Share (EPS) metric. These results were then subject to a 107.69% upward modification under the relative Total Shareholder Return (rTSR) modifier, reflecting Company performance at the 59.61th percentile relative to peers.

•Shareholders have an annual opportunity to cast an advisory vote on the compensation of our named executive officers and have indicated strong support for our executive compensation program in the past.

For a detailed discussion of our executive compensation program, please see the section entitled “Compensation Discussion and Analysis.”

www.mvbbanking.com

Environmental, Social, and Governance (ESG) Highlights

Our Board has oversight responsibility for environmental, social, and governance (“ESG”) and sustainability-related activities and receives regular reports from management on these items. Management supports these activities and provides strategic guidance and senior-level review of ESG activities.

MVB Values and Culture

MVB’s “Purpose” is to be “Trusted Partners on the Financial Frontier, Committed to Your Success.” We uphold our core values of Trust; Commitment; Respect, Love, and Caring; Teamwork; and being Adaptive. This section describes the values of MVB that guide our team members in making their most important day-to-day decisions.

Values


			Trust We are reliable and act with integrity. We can be counted on and count on others.

			Commitment We take ownership of our responsibilities in support of MVB achieving its Purpose.

			Respect, Love, and Caring We are respectful, considerate, and thoughtful towards our team members, clients, and community.

			Teamwork We effectively and efficiently work with others to accomplish more.

			Adaptive We easily respond to change in a productive way.

Strong Culture

At MVB, we remain committed to maintaining and growing our culture by leveraging our purpose, values, and associated behaviors. Examples of this can be found in our talent acquisition, onboarding, education, and performance processes. We take time to listen to our team members, understand areas of opportunity, and provide support that enables us to execute on our business strategy. We believe this approach helps to differentiate us from others.

MVB Financial Corp. 2026 Proxy Statement

Corporate Governance

This section describes MVB’s corporate governance framework and the role and structure of our Board.

Role of the Board of Directors

MVB’s Board oversees the Chief Executive Officer (“CEO”) and other senior management in the operation of MVB and assures that the long-term interests of shareholders are being served. To satisfy the Board’s duties, directors are expected to take a proactive, focused approach to their positions to ensure that MVB is committed to business success through the maintenance of high standards of responsibility and ethics.

The Board believes that MVB’s governance structure fosters principled actions, informed and effective decision making, and appropriate compliance and performance monitoring. MVB’s key governance documents are available at ir.mvbbanking.com/governance.

The Board has determined that, No director, except for Larry F. Mazza, MVB’s President and CEO, is or has for the past three years been a team member of MVB that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. No director is or has for the past three years been team members of MVB, except for Mr. Mazza, and none of their immediate family members are or have for the past three years been executive officers of MVB or MVB’s wholly owned subsidiary, MVB Bank, Inc. (“MVB Bank”). Based upon its review, the Board has determined that each director, except for Mr. Mazza, is “independent” as defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

The Board of Directors of MVB had ten (10) regularly scheduled meetings and six (6) additional special project and strategic initiative meetings during 2025. On a regular basis, Mr. Mazza and members of the executive management team are excused from the meetings so the Board can hold an executive session to discuss matters privately. The Chair relays any action items to the President and CEO, if necessary. All current directors attended 75% or more of the meetings held by the Board and committees thereof in which the director is a member, with an average total attendance record of 95%.

Board Committees

The Board has a standing Audit Committee, Finance Committee, Human Resources and Compensation Committee (the “Compensation Committee”), Nominating and Corporate Governance Committee (the “N&CG Committee”), and Risk and Compliance Committee.

The Board has determined that the Chair of each committee and all committee members are independent under applicable Nasdaq and SEC rules for committee memberships. Each committee operates under a written charter adopted by the Board. Charters for the Audit Committee, Finance Committee, N&CG Committee, Compensation Committee, and Risk and Compliance Committee are available at ir.mvbbanking.com/governance.

Audit Committee

The purpose of the Audit Committee is to:

1.Assist the Board in monitoring the integrity of the financial reporting process, systems of internal controls and financial statements and reports of MVB;

2.Be directly responsible for the appointment, compensation and oversight of the independent auditor engaged by MVB for the purpose of preparing or issuing an audit report or related work;

3.Be responsible for the appointment, compensation and oversight of the internal auditor;

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4.Assist the Board in monitoring compliance by MVB with legal and regulatory requirements, including holding company, banking, mortgage and insurance regulations and the Sarbanes-Oxley Act of 2002;

5.Oversee management corrective actions when such needs have been identified; and

6.Oversee MVB’s whistleblower policy.

The Audit Committee meets with MVB's Chief Audit Executive, who oversees the internal audit function of MVB, and Forvis Mazars, LLP (“FORVIS”), who is responsible for the annual certified audit, as well as with the members of the regulatory authorities upon completion of their annual financial statement audit and internal controls over financial reporting audit of MVB Bank or MVB. The Chief Audit Executive engages Crowe, LLP to conduct outsourced audits of Information Technology and other selected audit areas requiring specialized expertise. During these meetings, members of the management of MVB Bank or MVB, including Mr. Mazza, may be asked to leave the room to provide comfort to questioners and responders.

The Audit Committee Charter was most recently reviewed and approved by the Board on January 20, 2026. The Audit Committee held nine (9) meetings in 2025. The Committee was comprised of four members throughout the year: Mr. Herrick (who served as Chair), Mr. Maculaitis, Dr. Nelson, and Ms. Spielman.

In February 2026, there were several changes to the Committee’s membership. Mr. Herrick resigned from his position as a director of the Company, and as a result, the Board appointed Ms. Spielman to serve as the new Chair of the Audit Committee. Dr. Nelson also took on a new role as Chair of the MVB Boards. To accommodate Dr. Nelson’s expanded responsibilities, Ms. Owen was appointed to replace him as a member of the Audit Committee. These changes were made to ensure the Committee continues to operate effectively and maintains continuity in its oversight functions. After the upcoming Annual Meeting, the composition of the Audit Committee is expected to remain the same, reflecting the recent appointments and transitions.

Finance Committee

The purpose of the Finance Committee is to:

1.Provide oversight and guidance regarding finance, capital, budget, mergers and acquisitions, new lines of business, and facilities matters and make recommendations, as appropriate and warranted; and

2.Review and provide recommendations for financial technology (“fintech”) investments.

The Finance Committee reviews MVB’s overall financial plan, balance sheet, and capital structure. The Finance Committee also monitors the financial performance of the organization and its subsidiaries and business lines against approved budgets, long-term trends and industry benchmarks. The Finance Committee reports the results from these meetings to the Board. The Finance Committee also assists the Board in reviewing the Company’s annual operational and capital budgets. Lastly, the Finance Committee oversees the Company’s equity and other investments in Fintech companies.

On February 17, 2026, the Board conducted its most recent review and approval of the Finance Committee Charter. In 2025, the Finance Committee held ten meetings. During the fiscal year, the Finance Committee was comprised of Messrs. Becker, Cordella, Ebert, Herrick, and Ms. Spielman, with Ms. Spielman serving as Chair. In the first quarter of 2026, Mr. Famularo joined the committee as a new member. All committee members served until the Annual Meeting, except for Mr. Herrick, who resigned from his director position in February 2026. Following Mr. Herrick’s resignation, Ms. Spielman was appointed Chair of the Audit Committee. As a result, Mr. Famularo was named Chair of the Finance Committee and will continue in this role after the Annual Meeting. After the Annual Meeting, the composition of the Finance Committee will remain the same, except that Mr. Becker will retire effective as of the meeting date.

MVB Financial Corp. 2026 Proxy Statement

Human Resources & Compensation Committee

The purpose of the Compensation Committee is to:

1.Attend to all human resources issues that come before the Board;

2.Review, recommend and evaluate CEO compensation;

3.Conduct an annual CEO performance evaluation and analysis;

4.Oversee senior management succession planning including the CEO;

5.Approve senior management compensation; and

6.Establish director compensation.

The Compensation Committee is also responsible for the administration of all executive incentive plans. The Compensation Committee issues a Compensation Committee Report that is included in the proxy statement and also conducts a risk assessment of the Company’s compensation policies and practices. The Compensation Committee reports the results of this assessment to the Board and also provides a report of its meetings to the Board.

The Committee has the authority, in its sole discretion, to obtain advice and assistance from, and to retain at MVB’s expense, such independent or outside legal counsel specializing in proxy disclosure, accounting, compensation or other advisors and experts as the Committee determines necessary or appropriate to carry out its duties.

Pay Governance, LLC (“Pay Governance”) has served as the Compensation Committee’s independent compensation advisor since the Fall of 2021. The Compensation Committee has direct access to its compensation advisor and may engage its compensation advisor on an as needed basis for advice with respect to the amount and form of executive and director compensation. Pay Governance did not provide any services directly to the Company. All services were supporting the fulfillment of the Compensation Committee’s charter.

The Compensation Committee determined that the work performed by Pay Governance during the 2025 fiscal year did not raise any actual conflict of interest or compromise the independence of Pay Governance. Additionally, the Compensation Committee determined that Pay Governance qualified as independent for purposes of SEC Rule 10C-1(b)(4) and Rule 5605(d) of the Nasdaq Listing Standards.

On February 17, 2026, the Board most recently reviewed and approved the Compensation Committee Charter. The Compensation Committee convened eight (8) times in 2025. During the fiscal year and up to the Annual Meeting, the Compensation Committee was comprised of Messrs. Becker, Ebert, and Maculaitis, with Mr. Becker serving as Chair. After the Annual Meeting, Messrs. Ebert and Maculaitis will continue as committee members, and Ms. Spielman will join the committee, replacing Mr. Becker, who is retiring effective as of the meeting date. Mr. Ebert will assume the role of Chair of the Compensation Committee following the Annual Meeting.

Compensation Committee Interlocks and Insider Participation

None of the Compensation Committee members are, or have been, officers or team members of MVB. During fiscal year 2025, no member of our Compensation Committee had any relationship with MVB requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serve as a director or compensation committee member of a company that has an executive officer serving on our Compensation Committee or our Board.

Nominating and Corporate Governance Committee

The purpose of the N&CG Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB and its subsidiaries by:

1.Helping MVB to create and maintain an appropriate board and committee structure;

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2.Assessing the skills, experience, and backgrounds necessary to staff MVB boards and committees effectively;

3.Overseeing the development and updating of governance for MVB;

4.Overseeing the emergency succession plan for MVB;

5.Leading MVB in periodic assessments of the operation of MVB boards and committees and the contributions of the members; and

6.Monitoring the implementation of MVB governance policies and practices.

The N&CG Committee reports the results from these meetings to the Board. On March 18, 2025, the Board most recently reviewed and approved the N&CG Committee Charter. The N&CG Committee held eight (8) meetings in 2025. Throughout the fiscal year and leading up to the Annual Meeting, the committee was comprised of Messrs. Cordella, Ebert, Dr. Nelson, and Ms. Owen, with Mr. Ebert serving as Chair. The committee’s membership will remain unchanged following the Annual Meeting, and Mr. Ebert will continue in his role as Chair.

Risk and Compliance Committee

The purpose of the Risk and Compliance Committee is to:

1.Oversee MVB’s risk management programs for effectiveness and ensure the Board and management incorporate the appropriate risk management processes in their work;

2.Provide oversight for key banking regulations and compliance requirements, including MVB’s compliance with the Bank Secrecy Act, its Anti Money Laundering Program, and Office of Foreign Asset Control (“OFAC”) program, Regulation B, Regulation E, and Regulation W, among other applicable laws and regulations

3.Ensure adherence to the Insider Borrowing Policy with all borrowings;

4.Assist the Board in monitoring the Information Security Program and related activities;

5.Oversee the fraud and identity risk management programs;

6.Oversee cybersecurity matters from a corporate governance perspective; and

7.Review and evaluate the adequacy of the work performed by the various MVB compliance areas and ensure that they have adequate resources to fulfill their duties.

The Risk and Compliance Committee reports the results from these meetings to the Board. The Risk and Compliance Committee Charter was most recently reviewed and approved by the Board on July 24, 2025. The Risk and Compliance Committee convened eleven (11) times in 2025. The committee was comprised of Mr. Maculaitis, Dr. Nelson, and Mses. Owen and Spielman, with Dr. Nelson serving as Chair throughout the fiscal year and the period leading up to the Annual Meeting. The committee’s membership will remain unchanged following the Annual Meeting, and Dr. Nelson will continue as Chair. In addition to their committee responsibilities, the Risk and Compliance Committee Chair maintains ongoing communication with both the Bank’s Chief Risk and Legal Officer and Chief Compliance Officer, both of whom regularly engages with the Bank's regulators. Both the Chief Risk and Legal Officer and the Chief Compliance Officer report directly to the Risk and Compliance Committee Chair.

Board Leadership Structure

The Second Amended and Restated Bylaws (the “Bylaws”) of MVB currently provide for a Board of Directors composed of five (5) to twenty-five (25) members. As of the date of this Proxy Statement, the Board consists of nine (9) directors.

Directors are elected by a plurality of the votes cast. Therefore, votes withheld and broker non-votes will not affect the outcome of the election of directors. As required by West Virginia law, each share is entitled to one vote per nominee, unless a shareholder properly notifies MVB of his or her intent to cumulate his or her votes for directors at least 48 hours before the meeting. If a shareholder properly notifies MVB of such intent to cumulate his or her votes, then each MVB shareholder will have the right to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or

MVB Financial Corp. 2026 Proxy Statement

more candidates. If any shares are voted cumulatively for the election of directors, the proxies, unless otherwise directed, shall have full discretion and authority to cumulate their votes and vote for less than all such nominees. For all other purposes, each share is entitled to one vote.

MVB’s Articles of Incorporation, as amended (the “Articles”), provide for staggered terms for directors. Following the election of the four director nominees referenced below, MVB will have three classes of directors consisting of three Board members whose term expires in 2027, two Board members whose term expires in 2028, and three Board members whose term expires in 2029.

During each of the past five years, the N&CG Committee reviewed the concept of moving to a declassified Board of Directors. While the N&CG Committee, and ultimately the Board, recognized the value of and supported having a declassified Board of Directors, such a change would require an amendment to the Articles. Furthermore, an amendment to the Articles to declassify the Board requires the approval of the holders of at least 75% of the voting power of all the shares of MVB entitled to vote in the election of directors. Since MVB’s listing on the Nasdaq Capital Market in December 2017, the highest number of total votes cast by shareholders was 80.13% with the most recent three-year average of 77.34%.

Five Year Proxy Voting History as of 2025.jpg

MVB's shareholder base is a mix of retail and non-institutional investors.

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The Board has therefore concluded that, based on historical shareholder participation, a proposal to declassify the Board would likely not receive the required shareholder approval at this time. The Board has determined that making a recommendation at this time to declassify the Board would not be in good faith to the shareholders, given the Board's belief that the necessary number of shareholders would not approve such a recommendation. The Board will continue to evaluate and monitor the appropriateness of presenting a proposal to declassify the Board in future years. We believe that as our shareholder base transitions from our legacy retail shareholders to more institutional and mutual funds the voting percentage will increase allowing us to bring declassification to a vote.

The Board Chair and the President and CEO are two separate individuals. The President and CEO is responsible for MVB's strategic plan and performance, as well as the day-to-day operations and corporate development. The Board Chair is involved in presiding over Board meetings, matters of governance, and corporate oversight. The Board Chair also focuses on monitoring the effectiveness of the President and CEO in implementing MVB's corporate strategy and ensuring that the directors receive sufficient information, on a timely basis, to provide proper risk oversight. The Board believes the current separation of these roles helps to ensure good board governance and fosters independent oversight to protect the long-term interests of the Company's shareholders. In addition, the Board believes this separation is presently appropriate as it allows the President and CEO to focus on corporate development, delivering enhanced shareholder value, and leading the Company's day-to-day business and affairs, while the Board Chair can concentrate on leading the Board in its consideration of strategic issues and monitoring corporate governance and shareholder matters.

The entire Board is involved in overseeing risk associated with the Company’s operations. The committee structure of the Board is such that the Board committees are responsible for and review the areas of greatest risk to MVB. An independent director chairs each committee. Members of management and other MVB staff members support the respective Chairs of each committee in providing requested information necessary for each committee to provide appropriate risk oversight.

Annual Board and Committee Evaluation

When analyzing whether directors and nominees have the qualifications, expertise, diversity and attributes to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the N&CG Committee seeks candidates who will add value to our Board by bringing varied skills, experience and perspective.

The Board conducts an annual Board assessment including Board member peer feedback. The Board uses this information to identify areas of strength or areas that may require additional focus going forward. MVB also maintains a skills profile matrix that reflects the combined background of the current membership of the Board and MVB’s subsidiary boards. This matrix is based on various focus areas of experience and expertise that are essential for appropriate strategic direction, advisory depth and oversight from all MVB boards of directors. The N&CG Committee works with the boards and leadership of MVB to determine the level of experience or application in each focus area according to limited, basic, skilled and expert experience. Our Board has a strong mix of these criteria in areas most critical to MVB's success.

MVB Financial Corp. 2026 Proxy Statement

The number in each respective bar chart below represents the number of directors and nominees of the Board with expert skills in the critical focus areas as of the date of this Proxy Statement:

Expertise Matrix 2026 Slide 030426 slide 2 03-28-26.jpg

Expertise Matrix 2026 Slide 030426 last slide.jpg

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The information shown below in our Board Diversity Matrix is based on self-identification of each member of the Board (and each director nominee) as of the date of this Proxy Statement.

Board Diversity Data 2026 as of 03-14-26.jpg

As MVB grows and our strategy evolves, so do the skills, qualifications, attributes, and experiences necessary for our directors. As such, we believe that periodically refreshing our Board with new perspectives and ideas is critical to representing the interests of our shareholders effectively. At the same time, it is equally important to benefit from the valuable experience and continuity that longer-serving directors bring to the Board. Our directors reflect a range of tenures, a balanced mix of ages, and a well-rounded range of attributes, viewpoints, and experiences reflective of our business and needs. All members of the Board are successful business owners or organization leaders and know the requirements to run such a successful business.

The Board does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the Board. Diversity is just one of many factors the N&CG Committee considers in identifying and selecting director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints are considered when selecting a director nominee, the N&CG Committee also focuses on a candidate’s skills, expertise and background to ensure their appointment would complement the existing Board. Our directors come from diverse backgrounds including the financial, industrial, professional, information technology, and gaming industries.

Audit Committee Financial Expert

The Board has designated Cheryl D. Spielman as an audit committee financial expert. She has been identified as meeting the requirements set forth in Item 407(d)(5) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for an audit committee financial expert. The audit committee financial expert, along with all Audit Committee members, are independent as defined by applicable listing standards and guidelines.

MVB Financial Corp. 2026 Proxy Statement

Code of Conduct Policy & Corporate Conduct Policy

The Board has established a Corporate Conduct Policy of the Directors, Officers, and Other Key Team Members that applies to our senior executive and financial officers, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. We also maintain a Code of Conduct Policy that governs our team members, MVB Bank, its affiliates, and subsidiaries. A copy of the aforementioned policies are available at ir.mvbbanking.com. We will promptly disclose any future amendments to these codes on our website. Copies of these codes will also be available in print from our Corporate Secretary, without charge, upon request.

Transactions with Related Persons

MVB and MVB Bank have, and expect to continue to have, banking and other transactions in the ordinary course of business with their directors and officers and their affiliates, including members of their families or corporations, partnerships, or other organizations in which officers or directors have a controlling interest, all on substantially the same terms (including documentation, price, interest rates, and collateral, repayment, and amortization schedules and default provisions) as those prevailing at the time for comparable transactions with unrelated parties. All of these transactions were made on substantially the same terms (including interest rates, collateral, and repayment terms on loans) as comparable transactions with non-affiliated persons. MVB’s management believes that these transactions did not involve more than the normal business risk of collection or include any unfavorable features. All related-party loans require approval from the Board and must be complaint with our internal applicable policies.

MVB has not identified any arrangements or agreements relating to compensation provided by a third party to MVB’s directors or director nominees in connection with their candidacy or Board service as required to be disclosed pursuant to Nasdaq rules.

Policies and Procedures for Related Party Transactions

The Board has established a Code of Conduct that includes procedures for identifying, reviewing, and approving related party transactions to ensure compliance with SEC regulations, Nasdaq requirements, and other applicable rules and regulations. Further, our Board has adopted a written Loan Policy requiring that any related party loans be reviewed and approved or disapproved by our Board or a duly authorized committee. In reviewing such loans, the Board or a duly authorized committee considers, among other factors it deems appropriate, whether the interested transaction is on terms substantially similar to terms offered to comparably situated customers who are not related parties.

Attendance of Directors at Annual Meeting of Shareholders

MVB expects all of its directors to attend the Annual Meeting. All directors serving at the time of the 2025 annual meeting of shareholders attended the meeting.

Shareholder Engagement

We are committed to maintaining an active dialogue with our shareholders and view engagement as a critical component of effective corporate governance. Our outreach efforts are designed to solicit investor perspectives on governance practices, executive compensation, strategy, and long-term performance, and to ensure that shareholder feedback is meaningfully considered by both management and the Board.

As part of this program, our President and Chief Executive Officer and Chief Financial Officer, and in some cases the Chair of the Compensation Committee or the Chairman of the Board, meet with our largest institutional investors to discuss our strategic plan, leadership structure, governance practices, and compensation framework, including alignment with shareholder interests and evolving market practices.

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During the year, we conducted outreach to the top 20 institutional investors representing over 46% of our outstanding shares and engaged with shareholders representing over 24% of shares outstanding. Additional engagement occurred through direct interactions between investors and portfolio managers, not reflected in these figures.

Feedback from these discussions included the following:

–Broad support for compensation framework: Investors expressed strong support for the company’s use of TSR and overall alignment between pay and performance.

–Constructive engagement and responsiveness: Shareholders responded positively to the company’s outreach efforts and appreciated the transparency and dialogue, including during periods of Board transitions.

–Alignment on business performance and outlook: Investors were supportive of the company’s recent performance trends and viewed the forward outlook as positive.

–Contextual discussions well received: Specific topics raised during engagement were addressed with additional context, which investors generally found reasonable and informative.

Feedback from these engagements is regularly summarized and shared with the full Board and its committees and is used to inform the ongoing evaluation of our governance framework and strategic priorities.

In addition to direct engagement, we maintain multiple channels for shareholder communication, including our investor relations website, quarterly earnings webcasts, and annual meeting.

Communications with the Board

Any shareholder desiring to contact the Board or any individual director serving on the Board may do so by written communication mailed to: Board of Directors (Attention: (name of director(s), as applicable)), care of the Corporate Secretary, MVB Financial Corp., 301 Virginia Avenue, Fairmont, WV 26554. Any proper communication so received will be processed by the Corporate Secretary as agent for the Board. Unless, in the judgment of the Corporate Secretary, the matter is not intended or appropriate for the Board (and subject to any applicable regulatory requirements), the Corporate Secretary will prepare a summary of the communication for prompt delivery to each member of the Board or, as appropriate, to the member(s) of the Board named in the communication. Any director may request the Corporate Secretary to produce the original of the shareholder communication for his or her review.

MVB Financial Corp. 2026 Proxy Statement

Directors

This section describes the experience and qualifications of our Board members and provides details about their compensation.

Director Overview

When analyzing whether directors and nominees have the qualifications, expertise, diversity, and attributes to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the N&CG Committee seeks candidates who will add value to our Board by bringing varied skills, experience, and perspective.

The Board conducts an annual board assessment including Board member peer feedback. This information is used to identify areas of strength or areas that may require additional focus going forward. MVB also maintains a skills profile matrix that reflects the combined background of the current membership of the Board and MVB’s subsidiary boards or directors. This matrix is based on various focus areas of experience and expertise that are essential for appropriate strategic direction, advisory depth and oversight from all MVB boards of directors. The N&CG Committee works with the boards and leadership of MVB to determine the level of experience or application in each focus area according to limited, basic, skilled and expert experience. Our Board has a strong mix of these criteria in areas most critical to MVB's success.

As MVB grows and our strategy evolves, so do the skills, qualifications, attributes and experiences necessary for our directors. As such, we believe that periodically refreshing our Board with new perspectives and ideas is critical to representing the interests of our shareholders effectively. At the same time, it is equally important to benefit from the valuable experience and continuity that longer-serving directors bring to the Board. Our directors reflect a range of tenures, a balanced mix of ages, and a well-rounded range of attributes, viewpoints and experiences reflective of our business and needs.

For reference, the Board believes that candidates for director should have certain minimum qualifications, including:

•Directors should be of the highest ethical character.

•Directors should have excellent personal and professional reputations.

•Directors should be accomplished in their professions or careers.

•Directors should be able to read and understand financial statements and either have knowledge of, or the ability and willingness to learn, financial institution law.

•Directors should have relevant experience and expertise to evaluate financial data and provide direction and advice to the chief executive officer and the ability to exercise sound business judgment.

•Directors must be willing and able to spend the time to attend meetings of the Board and to serve on Board committees.

•The Board will consider whether a nominee is independent, as defined under applicable SEC and Nasdaq standards. In addition, directors should avoid the appearance of any conflict and should be independent of any particular constituency and be able to serve all shareholders of MVB.

•Directors must be acceptable to MVB's and MVB Bank's regulatory agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation and the West Virginia Division of Financial Institutions and must not be under any legal restriction which prevents them from serving on the Board or participating in the affairs of a financial institution.

•Directors must own or acquire sufficient capital stock to satisfy the requirements of West Virginia law, the Bylaws and the share ownership guidelines as established by MVB.

•Directors must be at least 21 years of age.

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The Board reserves the right to modify these minimum qualifications from time to time, except where the qualifications are required by the laws relating to financial institutions.

Our Board recognizes the importance of consistent, deliberate Board refreshment and succession planning to ensure that the directors possess a composite set of skills, experience and qualifications necessary for the Board to successfully establish and oversee management’s execution of the Company’s strategic priorities.

In addition, the N&CG Committee identifies and evaluates nominees as follows: In the case of incumbent directors whose terms are set to expire, the N&CG Committee considers the directors’ overall service to MVB or MVB Bank during their term, including such factors as the number of meetings attended, the level of participation, quality of performance and any transactions between such directors and MVB and MVB Bank. The N&CG Committee also reviews the payment history of loans, if any, made to such directors by MVB Bank to ensure that the directors are not chronically delinquent and in default.

The N&CG Committee considers whether any transactions between the directors and MVB Bank have been criticized by any banking regulatory agency or MVB Bank’s external auditors and whether corrective action, if required, has been taken and was sufficient. The N&CG Committee also confirms that such directors remain eligible to serve on the board of directors of a financial institution under federal and state law.

The Board will consider director candidates recommended by shareholders for nomination, provided that the recommendations are received at least 90 days prior to the anniversary of the previous year's annual meeting of shareholders. In addition, shareholders must follow the procedures set forth below for submitting nominations for directors. The Board does not intend to alter the manner in which it evaluates candidates, regardless of whether or not the candidate was recommended or nominated by a shareholder.

For new director candidates, the N&CG Committee uses its network of contacts to compile a list of potential candidates. The N&CG Committee then meets to discuss each candidate and whether he or she meets the criteria set forth above. The N&CG Committee then discusses each candidate’s qualifications and chooses a candidate by majority vote.

In connection with the annual board assessment process, the N&CG Committee recommended the appointment of Rick Cordella (effective June 4, 2025) and Adam Famularo (effective February 17, 2026), each for a term to expire at the 2026 Annual Meeting of Shareholders. Mr. Famularo will be assigned to the director class that will next stand for re-election in 2028, and Mr. Cordella will be assigned to the current director class that will next stand for re-election in 2029.

Beginning with the 2026 Annual Meeting of Shareholders, the Board’s size will be reduced to eight members, following Mr. Becker’s decision not to seek re-election and Mr. Herrick’s resignation. N&CG Committee and the full Board have concluded that an eight-member Board is well-suited to meet the current needs of the Company. However, the Board retains the flexibility to expand its membership and appoint additional directors after the 2026 Annual Meeting, should the need arise to add specific skills or experience that future director candidates may offer.

Director Orientation and Continuing Education

The Company maintains an orientation program designed to immerse newly appointed directors in the Company's businesses, strategies, operational priorities, and governance policies. Through a combination of management briefings, facility visits, and comprehensive written materials, the orientation program is tailored to equip each new director with the foundational Company and industry knowledge necessary to contribute meaningfully and effectively to Board deliberations from the outset of their service.

MVB Financial Corp. 2026 Proxy Statement

The Board is equally committed to the ongoing development of its members. The Company provides regular continuing education opportunities designed to deepen directors' understanding of evolving industry dynamics, emerging risks, regulatory developments, and best practices in corporate governance. These programs are delivered through a variety of formats, including internally developed curricula led by senior management and subject-matter experts, as well as externally presented programs offered by recognized third-party providers. Directors are also encouraged to attend relevant conferences and seminars at the Company's expense.

Shareholder Nominations of Directors

The Bylaws provide that nominations for election to the Board must be made by a shareholder in writing and delivered or mailed to the President of MVB not less than 90 days prior to the anniversary of the previous year's annual meeting of shareholders, provided, however, that if the date of the annual meeting is more than 30 days before or more than 70 days after the anniversary of the previous year's annual meeting, the nominations must be mailed or delivered to the President not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period or extend any time period for the giving of a shareholder’s notice.

The notice of nomination must contain the following information, to the extent known:

•Name, address and date of birth of the proposed nominee(s);

•Principal occupation of the nominee(s);

•Total shares to be voted for each nominee;

•Name and address of the nominating shareholder; and

•Number of shares owned by the nominating shareholder.

Nominations not made in accordance with these requirements may be disregarded by the Board and in such case the votes cast for each such nominee will likewise be disregarded. All nominees for election at the Annual Meeting are incumbent directors and are included as nominees in this Proxy Statement upon the recommendation of the N&CG Committee. No shareholder recommendations or nominations have been made for the election of directors at the 2026 Annual Meeting.

Nominations for election to the Board for the 2026 Annual Meeting of Shareholders must be made by a shareholder in writing and delivered or mailed to the President of MVB on or before Thursday, February 19, 2026.

Nominees for Election

For this year’s election, the Board has nominated four director candidates.


Name	Age	Year First Elected or Appointed	Year Term Ends	Position
Richard J. Cordella, Jr.	49	2025	2029	Director
Adam F. Famularo	50	2026	2028	Director
Larry F. Mazza	65	2005	2029	President & CEO & Director
Cheryl D. Spielman	71	2019	2029	Director

The following biographical information about each director nominee highlights the particular experience, qualifications, attributes, and skills possessed by such director nominee that led the Board to determine that he or she could serve as a director. All director nominee biographical information is as of the Record Date:

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			Richard J. Cordella, Jr. MVB Director Nominee (3-year term)
			.Mr. Cordella has served as President of NBC Sports since September 2023, overseeing all aspects of NBC Sports’ collection of brands and platforms, which includes NBC Sports, NBC Olympics, NBC Sports Digital and NBCSN. In addition, Mr. Cordella works with NBC Local on the company’s Regional Sports Network strategy, and he also oversees Sports on Peacock.
Mr. Cordella joined NBCU in 2006 and has served in a variety of leadership roles. In 2022, he was named President, Programming, NBC Sports and Peacock Sports, where he led NBCU’s sports programming strategy across broadcast, cable and streaming, as well as oversaw sports betting, sports fantasy and related efforts. Mr. Cordella previously served as Chief Commercial Officer, Peacock, NBCUniversal, where he led business efforts across several content pillars, including sports, streaming channels, and live events. Prior to that role, Mr. Cordella served as Peacock’s Chief Revenue Officer. Before Peacock, he served as Executive Vice President and General Manager, Digital Media, NBC Sports Group. He began as General Manager for NBC Sports Digital in 2009, and expanded responsibility and leadership, ultimately becoming Executive Vice President and General Manager in September 2016. During this time, Mr. Cordella served on the Board of Directors of Fanduel. Mr. Cordella previously served as General Manager, Fantasy Sports, where he managed NBC Sports’ fantasy sports properties, including Rotoworld.com, SnapDraft.com, Allstarstats.com and Sandbox.com. He joined NBC Sports in August 2006. A nine-time Sports Emmy Award-winner, Mr. Cordella was named one of SportsBusiness Journal’s “Forty Under Forty” as one of the best and the brightest of the rising generation in sports business in 2012 and 2014. He graduated from Providence College in 1999 with a B.S. in Business Management and a minor in Computer Science and holds an MBA from Boston College. Mr. Cordella currently serves on MVB’s Finance Committee and Nominating and Corporate Governance Committee. He also serves as a member of the Board of Directors of MVB Bank. We believe Mr. Cordella’s extensive leadership experience in digital innovation, strategic growth, and corporate governance, aligns well with MVB’s goals for technological advancement and long-term success.


			Adam F. Famularo MVB Director Nominee (2-year term)
			Mr. Famularo brings extensive experience in financial technology and artificial intelligence to MVB's Board. Since 2021, he has served as CEO of WorkFusion, a pioneer in agentic AI for financial crime compliance. Mr. Famularo also serves on the Boards of Lucidworks, DQ Labs, Inc. and First Due Size-Up. Famularo is dedicated to developing industry leading software, ensuring customer and partner success, building world-class teams and delivering great returns for customers, shareholders, and investors.
Prior to WorkFusion, Mr. Famularo served as CEO at erwin, Inc., which was acquired by Quest Software. As a co-founder of erwin, in collaboration with Parallax Capital Partners, he helped the world’s largest organizations discover, manage, protect, and leverage enterprise data to drive successful digital transformation. His earlier experience includes leadership roles at Verizon, where he oversaw the enterprise partner organization world-wide, and CA Technologies, where he served as a Senior Vice President and General Manager for Cloud Computing business and Storage & Data Management business units. Mr. Famularo is a frequent contributor to industry publications and serves on the National Advisory Council for Donorschoose.org, a charity focused on helping children succeed in the classroom. He is a graduate of Harvard Business School’s General Management Program and holds a master’s degree from Dowling College and a bachelor’s degree from SUNY Oneonta. Mr. Famularo currently serves as Chair of MVB’s Finance Committee. He also serves as a member of the board of directors of MVB Bank. We believe Mr. Famularo is a visionary business leader in agentic AI and fighting financial crime and will be an invaluable asset as MVB continues to grow and scale in an ever-changing financial landscape.

MVB Financial Corp. 2026 Proxy Statement


			Larry F. Mazza MVB President and CEO and Director Nominee (3- year term)
			A recognized banking and financial services executive, Larry F. Mazza, 65, President and Chief Executive Officer and Director, embraces technology and motivates others to think bigger and do bigger. A high-energy leader with an entrepreneurial mindset who believes fortune favors the bold, Mr. Mazza builds strong professional partnerships through his philosophy of love, trust and commitment. Mr. Mazza’s expertise and enthusiasm in finance, startups, the growing payments industry, fast-changing technology and highly regulated industries like gaming and banking-as-a-service have made him a trusted partner and thought leader across the globe.
Mr. Mazza joined MVB in 2005 and became CEO in 2009. Under his leadership, MVB has grown from a community bank with 35 employees to a NASDAQ-listed and Russell 2000 company with over 400 Team Members and Fintech clients from coast to coast. During Mr. Mazza’s tenure at MVB, total assets have grown to more than $3.3 billion. MVB’s model now goes beyond traditional banking and leverages the disruption occurring in the financial services industry to the benefit of shareholders and clients. As an MVB Director, Mr. Mazza serves on MVB Bank’s ALCO, Loan Approval and Loan Review Committees. He also serves as Executive Chair of MVB Edge Ventures, an MVB subsidiary. As an entrepreneur, Mr. Mazza was a co-owner and business partner for 20 years of the global sports media business venture Football Talk, LLC, and its nationally recognized and highly successful website ProFootballTalk.com known as PFT, a key content provider for NBC Sports. Mr. Mazza continues to be an active trusted advisor to the enterprise. As civic-minded and business leader, Mr. Mazza serves as a board member of public companies and non-profit organizations. Appointed by four different governors since 2010, Mr. Mazza continues to serve as a member of the West Virginia Board of Banking and Financial Institutions. Mr. Mazza is a founding Board Member of Intercoastal Mortgage, LLC, one of the largest independent mortgage firms operating in the Mid-Atlantic Region. He is also a Board member for Gen-Opp Fund, a hedge fund focused on finding generational opportunities in banking and Fintech for its investors. From 2007 to 2019, Mr. Mazza served on PDC Energy’s Board, a NASDAQ-listed, Denver, Colorado, based mid-cap oil and gas company where he was on the Compensation Committee, Chair of the Nomination & Governance Committee and as a member of the Audit Committee. In 2023, PDC was acquired by Chevron Corporation. From 2020 to 2023, he served on the Board of Kraken Financial, a special purpose depository institution based in Wyoming. From 2017 to 2026, Mr. Mazza served on the Board of BillGO, a Fintech start up based in Colorado. In 2017, he became a National Association of Corporate Directors Board Leadership Fellow. A West Virginia University graduate with a bachelor’s degree in Business Administration, Mr. Mazza began his career as a Certified Public Accountant. He worked for KPMG as a CPA with a focus on auditing, including audits of financial institutions. Prior to joining MVB, Mr. Mazza was Senior Vice President & Retail Banking Manager for BB&T Bank’s (“BB&T”) West Virginia North region. His 20 years at BB&T (now Truist Bank), included serving as President of Empire National Bank and as Regional President of One Valley Bank. We believe that Mr. Mazza’s extensive business expertise, including as a CPA and CEO, in addition to his reputation as a visionary leader executing a business model that integrates the Fintech industry with traditional banking make him qualified to serve as a member of the Board.

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			Cheryl D. Spielman MVB Director Nominee (3-year term)
			Cheryl D. Spielman, 71, is a retired Partner from Ernst & Young U.S., LLP, retiring in 2015, where she led various groups from 1997 to 2015, serving as Leader of Human Capital for Financial Services for the last eight years there. From 1989 to 1996, she was an executive with the firm. She has been a personal consultant and advisor to CEOs in various industries, including financial services, consumer products, and entertainment.
Ms. Spielman has a great deal of financial experience with an audit background. Upon retirement from Ernst & Young, she served on the Board of directors of IPM, a privately held technology systems integration company, which sold in 2017. From 2017 to 2019, she served as a member of the Board of Directors of First Republic Bank, which was headquartered in California. Previously, Ms. Spielman was a tax professional at Arthur Young & Company. She was a trustee of the Cornell University Hillel Board and serves on the Women’s Foundation of South Palm Beach County. Ms. Spielman also served on the Board of Governors and was previously Executive Vice President, Treasurer and Compensation Chair of the Polo Club of Boca Raton, Florida. She was associated with Cornell entity boards. She earned a Bachelor of Science degree in 1977 from Cornell University and an M.B.A. in 1980 from the University of Chicago. She is also a Certified Public Accountant. Ms. Spielman is currently the Chair of MVB's Audit Committee and serves on the Finance Committee and the Risk and Compliance Committee. She is designated as an Audit Committee Financial Expert by the Board. Ms. Spielman also serves as a member of the board of directors of MVB Bank, Inc. We believe based on her extensive background as a retired Partner at E&Y, her deep expertise in financial management, audit, and risk oversight as a Certified Public Accountant, and her proven leadership on the boards of financial institutions and technology companies, all equip her to provide valuable guidance and strengthen the Board’s ability to drive sustainable growth and sound governance.

Directors Not Up For Election

The following table sets forth certain information as of the Record Date with respect to directors who are not up for election at the Annual Meeting:


Name	Age	Year First Elected	Year Term Ends	Position
John W. Ebert	66	2005	2027	Director
Victor R. Maculaitis	46	2025	2028	Director
Dr. Kelly R. Nelson	66	2004	2027	Director
Jan L. Owen	74	2022	2027	Director

The following biographical information about each director nominee highlights the particular experience, qualifications, attributes and skills possessed by such director nominee that led the Board to determine that he or she could serve as a director. All director nominee biographical information is as of the Record Date:

MVB Financial Corp. 2026 Proxy Statement


			John W. Ebert MVB Vice-Chair and Director
			John W. Ebert, 66, is President of J.W. Ebert Corporation, which owns 39 McDonald’s franchises in West Virginia, Pennsylvania and Maryland. Mr. Ebert has more than 30 years of retail experience. Mr. Ebert is currently the Vice Chair of the McDonald’s Columbus Field Office operator organization representing over 1,200 restaurants. He is the former Chair of McDonald’s East Division Profit Team representing 5,000 restaurants. He is the former President of the Pittsburgh Region’s McDonald’s Owner/Operator Association. Mr. Ebert is a 1982 graduate of the University of Notre Dame with a Bachelor of Science degree in Accounting. He also attended entrepreneurial classes at MIT. He began his career as a Certified Public
Accountant with Arthur Young & Co in Dallas, Texas. Mr. Ebert also serves on the GameChanger Board of Directors. GameChanger is a student-powered substance misuse prevention organization. Mr. Ebert is currently Chair of MVB's N&CG Committee and serves on the Compensation Committee and Finance Committee. He also serves as a member of the board of directors of MVB Bank. We believe Mr. Ebert is highly qualified to serve as a director due to his extensive experience as a successful business owner and operator, his background as a Certified Public Accountant, his leadership in large-scale retail organizations, and his proven expertise in finance, risk assessment, human resources, and corporate governance, all of which enable him to provide valuable strategic oversight and insight to MVB.


			Victor R. Maculaitis MVB Director
			Victor R. Maculaitis, 46, is the Founder and Managing Partner of i3strategies®, a leading market research and strategy consultant with global clients across private equity/venture capital, professional services/tech and finance. Mr. Maculaitis’ career began with the U.S. Government in 2002. Upon moving to the private sector at 28, he was recruited into his first board-appointed BSA/AML Officer role at a $20 billion bank holding company in Chicago. He subsequently held management roles at Zions Bancorporation, First Republic Bank and Banc of California.
Over the last decade, Mr. Maculaitis has founded and built successful services and technology businesses focused on modernizing the Financial Crime Risk and Compliance space. He has completed Executive Education in Corporate Governance from Harvard Business School, is an alumnus of UCLA Anderson’s School of Management and holds undergraduate degrees from Walsh University and The University of Akron. Mr. Maculaitis currently serves on MVB’s Audit Committee, Compensation Committee, and Risk & Compliance Committee. He also serves as a member of the board of directors of MVB Bank. We believe he adds great value as a director for MVB as he brings 20 years of professional experience as an industry leader, entrepreneur, and business operator, with specialized expertise in financial crime risk and compliance, as well as a proven track record in founding and building successful services and technology businesses. All of these position him to provide valuable strategic insight and oversight to support MVB’s continued growth and innovation in the financial sector.

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			Dr. Kelly R. Nelson MVB Chairman and MVB Director
			Dr. Kelly R. Nelson, 66, is a Physician in Bridgeport, West Virginia, and is affiliated with numerous hospitals in the region, including United Hospital Center and West Virginia University Medicine. He was formerly Senior Vice President of MedExpress Urgent Care, and for the prior 27 years, the Medical Director for Medbrook Medical Associates. He is extremely active in community organizations and is currently President and Board member of the Medbrook Children’s Charity. He is a graduate of Auburn University with a Bachelor of Science degree in Biology and the University of Alabama, School of Medicine, specializing in Family Medicine.
Dr. Nelson is Chair of the Board of Directors of MVB Financial Corp. and MVB Bank. He is also Chair of MVB’s Risk and Compliance Committee and serves on the N&CG Committee. We believe Dr. Nelson’s extensive experience as a physician and healthcare executive, combined with his long-standing leadership in community organizations and deep understanding of the North Central West Virginia region, provide the Board with valuable educational, business, and community insight that supports MVB’s mission and strategic direction.


			Jan L. Owen MVB Director
			Jan L. Owen, 74, is a graduate of California State University, Fresno, where she earned her Bachelor of Arts degree in Economics. Ms. Owen retired in 2023 as a senior advisor in the Financial Services Group at Manatt, Phelps & Phillips, LLP, based in the Sacramento, California, office. Her practice included a wide range of oversight work, including accountancy, assets recovery, auditing, banking, benefits administration, corporate governance counseling, strategic planning, public policy review and analysis, regulatory representation, budget preparation, and financial reporting. Her clients included major banks and consumer financial institutions, Fintech startups, blockchain and cryptocurrency companies, cannabis owners and operators and technology companies.
From 2013 to 2019, Ms. Owen served as the Commissioner of California’s Department of Business Oversight, which is now known as the Department of Financial Protection and Innovation, the state of California’s financial regulator. Prior to that, from 2011 to 2013, she served as Commissioner of the California Department of Corporations. Before serving in these significant public roles, Ms. Owen worked at a leading investment banking firm, one of the world’s leading consumer products companies and at her own consulting firm. She is a frequent speaker and author on topics relating to regulatory and consumer protection developments for California and other states nationwide. Ms. Owen served as a member of the Board of Directors for the Bank of Southern California from 2020 to 2022. Since 2020, she has been a member of Kraken Bank’s Board of Directors and, since 2019, she has served on the Advisory Boards of Radicle Impact and Jiko. Ms. Owen serves as a member of the Audit, Risk & Compliance and N&CG Committees of the Board. Ms. Owen also serves as a member of the board of directors of MVB Bank. We believe her extensive expertise in financial regulation, public policy, and consumer protection—gained through her leadership roles as California’s financial regulator and her advisory work with banks, fintech startups, and technology companies—equips her to provide critical insight and guidance as MVB navigates complex regulatory environments and pursues innovation in the financial sector.

There are no family relationships among the directors of MVB or MVB Bank.

MVB Financial Corp. 2026 Proxy Statement

Compensation of Directors

Our Compensation Committee periodically reviews and recommends updates to the director compensation program for our Board to approve. No changes were made to the form or amount of director compensation for 2025. MVB aims to deliver compensation which reflects the competitive practices of the peer banks used for executive pay benchmarking as reported in their proxies.

MVB uses a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties, as well as the skill level we require of members of our Board. All values stated are rounded to the nearest dollar.


2025 Director Compensation
Board or Committee	Chair Retainer (Annual)		Member Retainer (Annual)

MVB Financial Corp.			$	20,000
Chair of the Board	$	50,000
Audit Committee	$	25,000	$	5,000
Risk and Compliance Committee	$	20,000	$	4,000
Compensation Committee	$	20,000	$	4,000
N&CG Committee	$	15,000	$	3,000
Finance Committee	$	20,000	$	4,000

*All non-employee directors are granted $75,000 worth of RSUs with a one-year time vesting schedule as an equity award.

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Director Compensation - Fiscal Year 2025


Director Name	Fees Earned or Paid in Cash1		Stock Awards2,3		Total
W. Marston Becker4	$	118,000	$	76,323	$	194,323
Richard J. Cordella, Jr.	$	39,083	$	77,684	$	116,767
John W. Ebert	$	69,000	$	76,323	$	145,323
Glen W. Herrick4	$	87,833	$	76,323	$	164,156
Daniel W. Holt	$	3,584	$	—	$	3,584
Gary LeDonne	$	20,000	$	—	$	20,000
Victor R. Maculaitis	$	72,625	$	76,323	$	148,948
Dr. Kelly R. Nelson	$	84,500	$	76,323	$	160,823
Jan L. Owen	$	69,500	$	76,323	$	145,823
Lindsey Slader	$	3,333	$	—	$	3,333
Cheryl D. Spielman	$	82,417	$	76,323	$	158,740

1 Includes MVB Board and committee fees and fees paid for service on MVB subsidiary boards of directors. Directors Holt, LeDonne, and Slader retired 5/20/2025.

2 Represents RSUs granted to our Non-Employee Directors. The stated values for each director represent the grant date fair value of the respective equity award granted to the director as computed in accordance with Financial Accounting Standards Board (“FASB”). Accounting Standards Codification (“ASC”) Topic 718. The actual number of RSUs granted was determined based on the ten-day average closing stock price ending the day prior to the date of grant. The RSUs vest on the one-year anniversary date. For a description of the assumptions used in computing the aggregate grant date fair values of these awards, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

3 There are 2,000 unexercised options outstanding for directors as of December 2025.

4 Director Becker will retire from the Board on May 19, 2026. On February 26, 2026, Glen W. Herrick resigned from the Board.

MVB Financial Corp. 2026 Proxy Statement

Executive Officers

The following table sets forth information regarding MVB’s executive officers. All ages are provided as of the Record Date:

Name

Age

Position

Larry F. Mazza

Chief Executive Officer, President and Director

Michael L. Giorgio

Executive Vice President, Chief Information Officer

Craig B. Greathouse

Executive Vice President, Chief Administrative Officer

Joseph R. Rodriguez

Executive Vice President, Chief Risk and Legal Officer

Michael R. Sumbs

Executive Vice President, Chief Financial Officer

Provided below is biographical information for MVB’s executive officers, other than Mr. Mazza. For information regarding Mr. Mazza, see “Directors - Directors Not Up for Election”.


			Michael L. Giorgio Executive Vice President, Chief Information Officer
			Michael “Mike” Giorgio brings more than 20 years of leadership experience in operations, lending, risk, information/cyber security and technology within retail/commercial banking and Fintech organizations. At MVB, Giorgio is focused on project management, operations and integrating a holistic technology approach for the overall MVB enterprise, including the support provided for internal projects by our technology companies, Trabian, and Victor.
Mr. Giorgio is responsible for establishing the long-term vision and developing strategies for the Information Technology department and initiatives that support MVB’s ongoing business operations and strategic plan. He directs the planning and implementation of enterprise systems and architecture to support business operations, focusing on compliance and regulatory needs. He implements IT capabilities that provide a competitive advantage for MVB and is ultimately accountable for all aspects of the organization’s information technology infrastructure. Prior to joining MVB in 2023, Mr. Giorgio served as Chief Executive Officer of Kraken Bank and Chair & CEO of SMC Blockchain Labs. Previously he served as Senior Vice President and Chief Technology Officer at Metropolitan Commercial Bank architecting innovative solutions to support a digital currency and prepaid card clientele from 2018-2020. He also was the Senior Vice President and Chief Technology Officer for Laurel Road, a national lending and banking company focused on student loan refinancing from 2016 to 2018. Before entering the national lending space, he spent more than ten years leading organizational transformation efforts adopting digital first strategies including mobile/online banking, digital loan applications and online account opening. Mr. Giorgio received his M.B.A. from Quinnipiac University and holds a B.S. in Computer Science from St. John’s University. He also maintains a CISSP (Certified Information Systems Security Professional) certification.

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			Craig B. Greathouse Executive Vice President, Chief Administrative Officer
			Craig “Brad” Greathouse joined MVB Financial Corp. in 2018 as Senior Vice President of Human Resources. Greathouse has since been promoted to Executive Vice President, Chief Administrative Officer. He is a graduate of West Virginia University, where he earned a bachelor’s degree in Business Administration. He later graduated from the University of South Carolina, where he earned a master’s degree in Human Resource Management.
Mr. Greathouse has nearly 30 years of progressive leadership experience. He was previously employed by Mylan’s North America leadership team where he served as Vice President of Human Relations through a period of tremendous growth. He was responsible for overseeing employee engagement and labor relations, succession planning and talent development, as well as leading and supporting a number of business transformation and restructuring projects. Prior to his time at Mylan, Mr. Greathouse spent more than 12 years at GE Aviation in a number of senior human resources leadership roles for global organizations, including Turbine Airfoils Manufacturing and Engineering Division, Finance and Legal Divisions and the Customer and Product Support Operations. In his most recent position with GE as the Executive Human Resources Leader, Assembly, Test and Overhaul Center of Excellence, Mr. Greathouse provided overall human resources direction and strategy for a production, services and engineering organization with 20 locations and 7,000 employees across Asia, Europe, South America, and the U.S. Mr. Greathouse has been involved in community service activities throughout his career. He was a long-serving Board Member for GE Aviation’s Community Service Fund and managed Mylan’s regional charitable contributions program. In 2013, Mr. Greathouse was a community campaign chair for the United Way of Monongalia and Preston Counties and served on its Board of Directors for nearly six years. Mr. Greathouse currently leads all aspects of human resources strategies and programs to support the continued development of MVB’s growth-oriented culture, including Team Member engagement and development, talent acquisition, performance management, compensation and benefits programs, and organizational development activities.

MVB Financial Corp. 2026 Proxy Statement


			Joseph R. Rodriguez Executive Vice President, Chief Risk & Legal Officer
			Joseph “Joe” Rodriguez brings more than 20 years of experience in financial services risk management leadership to MVB. Mr. Rodriguez has built a career at the intersection of innovation and prudent risk management, with deep expertise in the regulatory and risk frameworks governing banking, payments, fintech partnerships, and banking-as-a-service.
At MVB, Mr. Rodriguez serves as Executive Vice President and Chief Risk and Legal Officer, leading the company’s Enterprise Risk Management, Legal, Financial Risk, and Regulatory Relations functions. His Financial Risk responsibilities encompass second-line credit risk, market risk, liquidity risk, and model risk management. He is responsible for ensuring that MVB maintains effective, forward-looking risk management programs that keep pace with the company’s growing fintech and payments businesses while meeting all applicable legal and regulatory requirements. Prior to joining MVB, Mr. Rodriguez served as the Executive Risk Officer for Financial Services at Capital One, where he managed a team of risk professionals responsible for enterprise risk and change management activities. In a prior role at Capital One, he also served as the Lead Compliance Officer for Financial Services and Acting Head of Enterprise Privacy Compliance. Previously, Mr. Rodriguez served as Lead Counsel – Financial Services Regulatory, AML, and Sanctions at Walmart. Mr. Rodriguez also served as outside counsel to leading banks and fintech companies as a partner at the law firm Davis Wright Tremaine LLP. Much of his early career was spent in government service, where he served as Regional Counsel at the Consumer Financial Protection Bureau and was a Trial Attorney at the U.S. Department of Justice, representing the United States in federal district court and bankruptcy court in complex tax and financial fraud matters. He began his career as an associate at the international law firm Milbank LLP. Mr. Rodriguez received his Juris Doctorate from Harvard Law School and holds a Bachelor of Science in Accounting from The College of New Jersey.


			Michael R. Sumbs Executive Vice President, Chief Financial Officer
			Mr. Sumbs became Chief Financial Officer of MVB Financial Corp. in 2025. Before joining MVB, he was with Raymond James & Associates, Inc. from 2017, where he most recently held the position of Director within the financial services practice. Earlier in his career, Mr. Sumbs worked in the financial services investment banking division at Macquarie Capital and held a Strategy & Corporate Development position at Yadkin Financial Corporation, which was later acquired by F.N.B. Corporation.
Mr. Sumbs started his career at Keefe, Bruyette & Woods, Inc. and has over 15 years of experience working with and for financial institutions. Mr. Sumbs received a B.S. in Business Administration from the University of Richmond and an MBA from The Fuqua School of Business at Duke University.

There are no family relationships among the executive officers of MVB or MVB Bank.

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Executive Compensation

This section describes the compensation program for our named executive officers and includes the required executive compensation tables.


			Human Resources and Compensation Committee Report
			The Human Resources and Compensation Committee has reviewed and discussed with management the disclosures contained in the following “Compensation Discussion and Analysis.” Based on this review and discussion, the Human Resources and Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.

			Members of the Human Resources and Compensation Committee,
			W. Marston Becker (Chair), John W. Ebert, and Victor R. Maculaitis

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, structure and pay decisions relating to MVB’s 2025 executive compensation program. This includes discussion and background information regarding the compensation of the President and Chief Executive Officer, and Chief Financial Officer, and the next three most highly-compensated executive officers of MVB, collectively referred to as the named executive officers (“NEOs”). Included as one of the NEOs listed in the compensation tables that follow this CD&A and discussed as required in this CD&A, is Mr. Donald T. Robinson, the Company’s former President and Chief Financial Officer. Mr. Robinson resigned from his positions with MVB and MVB Bank effective September 1, 2025.


Executive’s Name			Title
Larry F. Mazza			President & Chief Executive Officer and Director
Michael L. Giorgio			EVP, Chief Information Officer
Craig B. Greathouse			EVP, Chief Administrative Officer
Joseph R. Rodriguez			EVP, Chief Risk and Legal Officer
Michael R. Sumbs			EVP, Chief Financial Officer
Donald T. Robinson			Former President and Chief Financial Officer

This CD&A explains the guiding principles and practices upon which our executive compensation program is based and the compensation paid to our NEOs. This information is intended to be read in conjunction with the tables, accompanying footnotes and narrative disclosure that immediately follow this section, which provide further historical compensation information.

CD&A Guiding Principles

The Board believes MVB’s compensation program effectively aligns our executive officers’ compensation with the long-term interests of MVB shareholders. Our incentive compensation programs consist of a blend of annual performance and long-term equity compensation. Such programs are structured to preclude excessive and unnecessary risk-taking and utilize performance objectives established in advance based on an annual budget and business planning process. MVB’s incentive plans also contain caps or limits on the amounts that can be awarded.

MVB’s Incentive Compensation Clawback Policy encompasses all incentive awards tied to financial results are adjusted or recovered if the performance measures supporting such an award are subsequently restated or otherwise adjusted to levels which do not support the award or payment.

MVB Financial Corp. 2026 Proxy Statement

Business Highlights

2025 was a year of significant accomplishment for MVB – one in which we strengthened fundamentals across the board, sharpened our strategic focus and laid the groundwork for sustained improvement.

We closed out 2025 with strong momentum building across our entire business platform. We benefited from the tailwind of net interest income growth, net interest margin expansion and three consecutive quarters of strong loan growth. Loan pipelines remain healthy and core fee income categories continue to build momentum as we enter the first quarter of 2026, positioning us for sustained growth.

Additionally, the successful sale of Victor validated our innovative Fintech incubator strategy, while providing capital flexibility to accelerate our growth initiatives and further optimize our balance sheet.

We continue to execute on our strategic initiatives and build toward enhanced profitability that we believe will position us well for 2026 and beyond.

Specific highlights and developments that helped position MVB to protect and grow shareholder value in 2025 included the following:

•MVB continues to benefit from an enviable core funding base, driven by a concentration in noninterest-bearing deposits, which represent 40.3% of our total deposit funding.

•In a liquidity-constrained environment, our strong balance sheet liquidity position remains evident, with a loan-to-deposit ratio of 82.5%.

•Completed sale of Victor Technologies, Inc. (“Victor”), generating a pre-tax gain of $34.2 million.

•Completed share repurchase program that included total repurchases of 479,069 shares at an average price of $21.21 per share.

•Asset quality remained stable, and we continued to create shareholder value, growing tangible book value per share to $26.17 as of December 31, 2025 or increasing by 12% and 17% since 2024 and 2023 respectively.

•Total payment card and service charge income increased by 19.4% in 2025 relative to the prior year as our strategic focus on payments continues to result in meaningful progress.

•MVB’s capital position remains strong, as evidenced by Community Bank Leverage Ratio, Tier 1 Risk-Based Capital Ratio, MVB Bank’s Total Risk-Based Capital Ratio, and our tangible common equity to tangible assets ratio of 11.1%, 13.7%, 14.5%, and 10.1%, respectively, as of year-end 2025.

•As of year-end 2025, MVB has no outstanding Federal Home Loan Bank (“FHLB”) or other liquidity-related borrowings, including from the Federal Reserve’s discount window or the Bank Term Funding Program, and no held-to-maturity investment securities.

•We maintained our common cash dividends of $0.68 per share in 2025.

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MVB Financial Corp. 2026 Proxy Statement

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MVB Financial Corp. 2026 Proxy Statement

MVB’s 2025 Executive Compensation Program Overview

Components of Executive Compensation

MVB’s executive compensation program is designed to attract and retain top-quality executive talent while creating a direct, meaningful link between business results and compensation opportunities. The structure of our compensation program for 2025 resembles in large the one in place for 2024. The primary elements of our compensation program consist of base salary, short-term annual cash incentives, and long-term equity incentives, each of which are described below.


Element	Overview	Purpose
Fixed
Base Salary	Fixed base cash compensation that considers the qualifications, experience, and scope of responsibilities of the executive’s role	To maintain market competitiveness and attract and retain top talent
Variable
Annual Incentive Plan (AIP) Payout Range: 0%-240% of target	Performance-based annual cash incentive opportunities tied to one-year performance and the Company's annual budget	To incentivize for certain annual financial performance, operational, and individual objectives
	Initial Trigger Tier 1 Capital Ratio – set at 9.5%	To ensure the bank’s financial strength and stability before any bonuses can be paid to executives
	Scorecard of Financial and Individual Performance Earnings Per Share (20%) Total Noninterest Expense (20%) Net Total Loan Growth (20%) Net Charge Offs/Total Loans (20%) Individual Performance Scorecard Rating (20%)	The scorecard contains metrics measuring income, expense management, growth, credit quality and individual performance which provide a balanced approach to determining incentive payouts
Long- Term Incentive Plan (LTIP) Payout Range: 0%-200% of target	Performance (based on long-term financial goals) and time-based equity compensation each of which vest over a three-year period	To reward for sustained long-term financial results, build stock ownership, align with shareholder interests and retain executives
	Performance-based RSUs (50% of LTIP) Three-year Cumulative Earnings Per Share (50%) Three-year Cumulative Tangible Book Value per Share (50%) Three-Year Relative TSR vs. the S&P United States SmallCap Banks Index (Modifier +/-20%) Awards vest after end of the three-year performance period if performance goals are achieved	To incentivize for achieving multi-year growth objectives and long-term valuation creation efforts while ensuring that payouts reflect actual results experienced by shareholders
	Time-based RSUs (50% of LTIP) Awards vest ratably over three years	To align executives’ interests with shareholders and promote retention of their services

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2025 Compensation Decisions and Incentive Plan Results

•2025 Target Pay Opportunities

The Human Resources and Compensation Committee provided no increases in 2025 to our NEOs’ target compensation opportunities for the third straight year.


	2025 Target Total Direct Compensation ($)	2024 Target Total Direct Compensation ($)	% Change
Larry F. Mazza	$2,040,000	$2,040,000	0%
Michael R. Sumbs*	$637,500	N/A	N/A
Michael L. Giorgio	$637,500	$637,500	0%
Craig B. Greathouse	$637,500	$637,500	0%
Joseph R. Rodriguez	$720,000	N/A	N/A
Donald T. Robinson**	$997,500	$997,500	0%

*Mr. Sumbs joined MVB in July 2025. Mr. Sumbs’ compensation has been annualized for purposes of this chart.

** Mr. Robinson resigned September 1, 2025.

•2025 Executive Annual Incentive Plan Results

Overall, our annual incentive plan remained predominantly based on the achievement of financial goals.

▪Year-end Tier 1 Capital Ratio was strong (11.1%) exceeding the initial trigger needed to allow for any bonus payouts.

▪Earnings per share increased significantly from $1.56 per share in 2024 to $2.84 per share in 2025, Total Noninterest Expense decreased from $122.2 million in 2024 to $110.4 million in 2025, beating the target performance level.

▪Total Net Loans grew by $243 million in 2025, exceeding the maximum performance level.

▪Charge-Offs/Total Loans remained strong in 2025 at 0.26%, exceeding the maximum performance level.

▪All current NEO’s earned a 4.0 (exceeds expectations) rating on the individual performance scorecard.

▪As a result, executives earned an overall payout under the 2025 plan of 216.66% of target.

•2023-2025 Performance-based RSUs Results

Performance-based RSUs continue to account for 50% of our executives’ long-term incentive awards.

The 2023-2025 performance-based RSUs were based on two equally weighted metrics: Cumulative Earnings Per Share and Cumulative Tangible Book Value per Share with a relative TSR modifier.

•Three-year cumulative Tangible Book Value per Share was $74.01, beating the target performance level.

•Three-year cumulative EPS of $6.13 was below the threshold performance goal resulting in no payout.

•Three-year TSR of 32.41% ranked at the 59.61th percentile of the relative TSR peer group, exceeding the median and resulting in a TSR modifier of 107.69%.

•As result, executives earned 65.06% of the target shares awarded to them at the start of the 2023-25 performance period.

MVB Financial Corp. 2026 Proxy Statement

•Other Compensation Actions in 2025

The Compensation Committee has consistently administered the Company’s incentive plans according to their metrics and pre-established goals, which is consistent with our pay philosophy. This approach has produced pay outcomes aligned with our results, including those of our shareholders. Further, the Committee historically has avoided adjustments for extraordinary items or special charges in determining the financial results serving as the basis for incentive payouts. Thus, the Committee takes much care in considering any potential payouts beyond the parameters of the incentive plan’s structure.

In 2025, the Compensation Committee approved a special one-time consulting payment of $2.1 million to our CEO, Larry Mazza, through his consulting firm, Lazza LLC. The consulting payment to Lazza LLC recognized Mr. Mazza’s significant contributions to the successful sale of Victor in 2025. In determining the award, the Committee considered Mr. Mazza’s pivotal role in identifying potential buyers, working with outside advisors, negotiating the purchase price and closing the deal, which resulted in a pre-tax gain of $34.2 million to the Company. The transaction continued to demonstrate the success of MVB’s fintech incubation strategy to deliver significant returns to shareholders. Further, it, provided capital flexibility to accelerate our growth initiatives, optimize our balance sheet and support the Board authorized share repurchase plan.

In addition, the Committee approved RSU grants to other NEOs in early 2026 ranging from $75,000 to $270,000 for their actions in support of the transaction. For more information see “Victor Sale Payment” on page 49.

Compensation Philosophy and Objectives

MVB’s compensation programs are designed to provide competitive compensation and benefits to promote the interests of MVB and its shareholders while enabling us to attract and retain top-quality executive talent. MVB’s compensation philosophy is built on five core compensation principles:

•Pay for Performance

Our compensation program is grounded in a pay-for-performance philosophy. This is clear in the design of our annual incentive plan, which ties 80% of payout to the achievement of our annual financial goals. The same applies as our approach to long-term incentives, which delivers 50% of the target value in performance-based RSU based on accomplishing long-term objectives.

Our philosophy is performance-based. For those Team Members in similar positions, we strive to award our strongest performers the most pay. Outstanding performance receives outstanding rewards. Our incentive plans are designed to drive and improve individual and business performance. Each plan requires measurable goals and objectives to be set, communicated, achieved, and audited prior to any award made. Award eligibility varies based on a Team Member’s level within the Company, their ability to drive results as well as relevant market pay data. Those with unacceptable performance are not eligible for incentive awards or merit increases.

•Profitability Drives the Programs

Profitability and success are the key drivers in determining actual pay earned. It is the responsibility of senior management to ensure our plans provide a positive return to our Company and shareholders, in addition to appropriately rewarding contributions and successful performance.

•Sound Compensation Practices

All MVB compensation elements will comply with appropriate regulations and sound compensation practices, which neither pay excessive compensation nor encourage inappropriate risk-taking. All behavior must be consistent with MVB’s purpose and values.

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•Pay Structure

Various positions require various levels of skills, knowledge and personal attributes that drive different rates of pay and/or variable compensation opportunity. Geographic locations will also factor into the process. MVB has an established job structure that provides a formal hierarchy of grades and salary ranges as well as a formal job evaluation process to determine fairness in job placement within the structure. This practice guides us in providing internal equity amongst positions and ensures the maintenance of fairness in our compensation practices across divisions of the organization.

•Market Competitive Compensation

The “market” sets the framework for pay opportunity and achievement against objectives drives the actual payout. The intent of the compensation philosophy is to maintain a competitive compensation program and attract and retain top talent across the organization. MVB regularly conducts a market study of benchmark positions to determine the competitive posture of the organization and need for any changes. Reclassification of positions may occur on an ongoing basis depending on recommendations from senior management as well as updated market data.

MVB pays base salaries that target a reasonable range around the market median (of other companies comparable to our asset size, complexity as well as general industry standard rates). Our target salary range is within approximately +/-10% of the market median pay rate. Salary ranges are reviewed annually and may be adjusted to maintain a competitive pay structure. High-level performers are mentored and prepared for the next level in their careers.

Target Executive Pay Mix

Although our Compensation Committee does not target a specific allocation for each pay element, we aim to deliver a mix of pay elements (salary, target bonus and equity) that are aligned with typical market practices and deliver a market-based balance between fixed and variable elements, as well as short- and long-term incentives, as evidenced by the following 2025 target pay mix allocation relative to market.

2025 CEO Pay Mix Proxy Chart Bar Graph and other Tables 03-28-26 v2.jpg

MVB Financial Corp. 2026 Proxy Statement

Pay and Performance

Our compensation program is grounded in a pay-for-performance philosophy. Performance goals in both our short and long-term incentive plans are set at challenging levels, with the ultimate goal that performance will drive long-term, sustainable value for shareholders. When financial and stock performance goals are not met, pay outcomes for our executives should reflect this reality.

Compensation Governance Policies and Practices

We believe our pay-for-performance philosophy and compensation governance practices provide an appropriate framework for executives to achieve financial and strategic goals without encouraging them to take excessive risks in their business decisions. Some practices include:

•Pay-for-Performance Philosophy and Culture

•Compensation Clawback Policy

•Stock Ownership Guidelines

•Prohibition of Hedging and Pledging

•Compensation Philosophy

•Independent compensation consultants

•Annual risk assessments of the compensation programs

•Responsible use of shares under MVB’s long-term incentive program

•All incentive plans are capped

Say-on-Pay Vote Results

At the 2025 Annual Meeting, 86.86% of the shareholders of MVB voted in favor of our executive compensation proposal (commonly known as the “Say-on-Pay” proposal) which the Compensation Committee viewed as their validating the Company’s pay program and supported maintaining the program’s general structure.

The Committee will continue to review our executive compensation program considering the outcome of the “Say-on-Pay” votes and investor feedback received on the compensation programs during our shareholder outreach efforts when making future compensation decisions for the NEOs.

Establishing Executive Compensation

Role of the Compensation Committee

MVB’s executive compensation program is designed by our Compensation Committee, and our Board to closely track our long-term strategy. Over the years we have evolved our executive pay program while maintaining an overarching compensation philosophy aimed at achieving strong alignment between our long-term strategic goals and our shareholders’ interests.

We structured our current executive compensation program to align with the Board’s business strategy. Each year the Compensation Committee reviews the existing incentive structure, considering investor feedback, business performance, our strategic roadmap and external market practices, to determine the potential need for changes or enhancements.

The Compensation Committee’s process begins with establishing individual and corporate performance objectives by the first quarter of each calendar year. The Compensation Committee engages in an active dialogue with the CEO concerning strategic objectives and performance targets. The Compensation Committee also reviews the appropriateness of the financial measures used in incentive plans, the degree of difficulty in achieving performance targets, any potential challenges or obstacles to achieving those goals and appropriate risk levels to achieve them. Corporate performance objectives are established

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based on a targeted return on assets and return on equity, as well as growth in earnings per share and financial goals for each of the particular business units within MVB.

The Compensation Committee annually reviews the Committee Charter and executive incentive plans used throughout MVB. The Compensation Committee determines whether the plans, individually or collectively, encourage excessive risk taking, whether each of the plans has reasonable limits and caps, and whether the overall structure of the incentive plans is aligned with the interests of the shareholders.

Role of Management

Management also plays a role in the compensation setting process. Typically, MVB's CEO will evaluate the performance of the other executive officers and will assist the Compensation Committee in determining appropriate performance targets and objectives for the incentive plans. When requested, the CEO may participate in Compensation Committee meetings to discuss these items and make recommendations regarding salary increases, bonuses and other compensation-related matters. The Compensation Committee exercises its independent informed judgment in approving compensation for all executive officers and assessing corporate performance against the pre-established objectives. The CEO is not present during deliberations or voting concerning his own compensation.

Use of Outside Advisors

Pursuant to the authority granted to it in its charter, the Compensation Committee may engage an independent executive compensation consultant. In 2025, the Compensation Committee engaged Pay Governance LLC, to provide consulting services to the Compensation Committee, including advice on compensation philosophy, incentive plan design, executive job compensation analysis, and CD&A disclosure, among other compensation topics.

The Compensation Committee conducted a review of its relationship with Pay Governance, taking into account the independence factors set forth in applicable SEC and Nasdaq rules, and determined that Pay Governance’s work for the Compensation Committee did not raise any conflicts of interest.

Incentive Compensation Risk Framework Standard

The Compensation Committee is responsible for establishing incentive plans for executive officers that achieve an appropriate balance between MVB’s results and risk. The Compensation Committee recognizes that business in the financial industry inherently requires that MVB take on certain risks: in its lending activities, depository activities, and investing activities, as well as other facets of the organization.

To ensure the effective management of our incentive compensation program, MVB maintains a governance structure that includes key individuals and committees responsible for its oversight. Senior management plays a vital role in providing direction and commitment by conducting a comprehensive inventory and review of all incentive plans, while the Board and/or Board-level Committees have ultimate responsibility for approving and supervising our Incentive Compensation Philosophy and the supporting Incentive Compensation Risk Assessment.

This standard adheres to a foundational framework, which emphasizes the importance of sound risk management practices in compensation arrangements, including:

▪Governance and Risk Management

▪Alignment with Risk Management

▪Performance Metrics

▪Deferral and Clawback Provisions

▪Risk Analysis and Modeling

▪Compliance and Documentation

▪Supervisory Review

▪Effective Communication and Training

▪Independent Review

MVB Financial Corp. 2026 Proxy Statement

Upon due consideration of these items, the Compensation Committee believes that MVB incentive plans are designed in such a way as to encourage executives to take only prudent levels of risk in the pursuit of strong performance on behalf of shareholders. Furthermore, the Compensation Committee believes that MVB’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on its business, operations, or financial results.

Compensation Competitive Analysis

Use of Peer Group

The Compensation Committee seeks to provide total targeted direct compensation that is dependent on Company performance and competitive with other banks and financial companies which are similar to MVB, including the size of their assets and market capitalization.

MVB’s talent acquisition strategy focuses on attracting and retaining executives with the experience and skills necessary to grow the organization. MVB executives have generally come from larger metropolitan areas and/or institutions that are significantly larger than MVB. As a result, MVB targets base salary compensation that is competitive with the median of banks comparable in asset size, ensuring the Company remains positioned to attract and retain the talent needed to execute its strategy. Other elements of compensation are adjusted to recognize this positioning and continue to approximate competitive total pay opportunities for banks of similar asset size.

2025 Peer Group

Our Compensation Committee, with the support of Pay Governance, regularly reviews the continued appropriateness of our peer group. The 2025 executive compensation peer group was selected using the following criteria:

•Assets: $1.0B -$10.0B;

•Location: From across the country (not just in MVB's geographic area)

•Market Cap: $100M - $1.5B

•Revenue: $40M - $600M

•Asset and Deposit Growth: >10% Trend

•Market Cap to Book Ratio >1.0x

•Market Cap to Revenue Ratio >2.0x

•Business Model Differentiation: FinTech Focus, Fintech Partnerships, Payments, Consulting, Venture Capital, Tech Forward, recognizing a key element of MVB’s business strategy.

No changes were made to the peer group for 2025:


Blue Ridge Bankshares, Inc.			Heritage Commerce Corp.
Byline Bancorp, Inc.			Live Oak Bancshares, Inc.
Capital Bancorp, Inc.			MainStreet Bancshares, Inc.
Coastal Financial Corporation			Metropolitan Bank Holding Corp.
ConnectOne Bancorp, Inc.			National Bank Holdings Corporation
Esquire Financial Holdings, Inc.			Pathward Financial, Inc.
FFB Bancorp			Primis Financial Corp.
First Internet Bancorp			Triumph Financial, Inc.

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Stock Ownership Guidelines

In May 2019, our Board approved new stock ownership guidelines for both our executives and outside directors to further align their interests with our shareholders. The President and CEO must own three times (3x) their annual base salary. Designated executives must own one time (1x) their annual base salary, and directors must own ten times (10x) their annual cash retainer. Executives and non-executive managers have five years from hire or promotion to meet the ownership requirements. Directors have three years. Stock ownership is reviewed by the Compensation Committee annually.

Value of Common Share Holdings 12/31/2025

2025 Base Salary or Director Cash Retainer

Value of Common Share Holdings/ 2025 Base Salary or Director Cash Retainer

MVB Requirement for Individual(s) Holding Same Position

Larry F. Mazza

$20,949,920

$850,000

24.6x

3x Base Salary

Michael R. Sumbs

$88,198

$375,000

0.2x

1x Base Salary

Craig B. Greathouse

$1,118,292

$375,000

3.0x

1x Base Salary

Michael L. Giorgio

$347,129

$375,000

0.9x

1x Base Salary

Joseph R. Rodriguez

$625,070

$400,000

1.6x

1x Base Salary

Average for Non-Employee Directors

$9,264,428

$35,000

33.1x

10x Annual Retainer

Mr. Giorgio joined MVB in 2023, Mr. Rodriguez joined MVB in 2024 and Mr. Sumbs joined MVB in 2025.

Shares that count toward satisfying the guidelines include shares owned outright, in trusts, beneficially by immediate family members or are time-based restricted stock. Stock options and unearned performance shares do not count toward satisfying these guidelines.

Base Salary

Base salary is a key element of executive compensation because it provides executives with a base level of monthly income. In determining base salaries, the Compensation Committee considers the executive’s qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the executive, the executive’s past performance, competitive salary practices at companies in our peer group, competitors for talent (which are generally larger banks), internal pay equity and the tax deductibility of base salary. None of our proxy officers received a salary increase for 2025. This action was not reflective of their individual performance but more in line with the Company’s efforts to control fixed costs.


Executive	2025 Base Salary ($)	2024 Base Salary ($)	% Change
Larry F. Mazza	$850,000	$850,000	$—
Michael R. Sumbs*	$375,000	N/A	N/A
Michael L. Giorgio	$375,000	$375,000	$—
Craig B. Greathouse	$375,000	$375,000	$—
Joseph R. Rodriguez	$400,000	$400,000	$—
Donald T. Robinson**	$525,000	$525,000	$—

No increases were awarded to the NEO’s in 2025.

* Mr. Sumbs joined MVB in 2025.

** Mr. Robinson resigned September 1, 2025.

MVB Financial Corp. 2026 Proxy Statement

2025 Annual Incentive Plan

Our Annual Incentive Plan has a two-tiered performance evaluation structure:

1.Tier 1 Capital Ratio Metric – set at a level consistent with regulatory requirements (9.5%) to emphasize the importance of maintaining the financial strength and stability of the Company before any bonus can be paid. Failing to achieve that level of performance results in no bonuses being paid to our executives regardless of results achieved in other areas.

2.Scorecard of Financial Performance Modifiers and Individual Performance – performance goals are set with consideration for objectives set out in our strategic plan, annual budget, external market conditions and investor expectations. The scorecard contains metrics measuring income, expense management, growth and credit quality as well as an individual performance objectives which provide a balanced approach to determining incentives. In the event that a specified goal or target for a particular metric is not met, then no compensation will be paid with respect to that objective portion of the Annual Incentive Plan. Our target objectives for 2025 generally required improvement over the targets and actual results for 2024. For 2025, we implemented a “Stretch” level of performance for our Earnings Per Share objective in order to provide a greater incentive to deliver a key financial result tied to creating shareholder value, results for which were barely achieved at the threshold level in 2024. The Stretch goal was considered extremely challenging, requiring a near doubling of our Earnings Per Share results from those in 2024. The Stretch goal only applied to Earnings Per Share, would payout at 400% of target for that measure and result in a total payout opportunity of 240% of target only if MVB and each executive achieved the highest level of performance expectations for all areas.

Five equally weighted areas: four financial goals and the executive’s individual performance.


Primary Trigger: Tier 1 Capital Ratio Target: 9.5% Actual: 11.1%

Annual Incentive Plan Goals	Weight	Threshold -Eligible for 85% of Potential Payout	Target - Eligible for 100% of Potential Payout	Maximum - Eligible for 200% of Potential Payout	Stretch-Eligible for 400% of Potential Payout	Performance as of 12/31/25
Earnings per Share (“EPS”)	20%	$1.62	$1.90	$2.45	$3.02	$2.84
Total Noninterest Expense	20%	$117,600,000	$113,000,000	$106,700,000		$110,395,000
Charge Offs/Total Loans	20%	0.50%	0.40%	0.30%		0.26%
Total Loan Growth	20%	$90,000,000	$109,000,000	$150,000,000		$243,032,000
Individual Performance Scorecard Rating	20%	3.0	3.5	4.0		4.0

Executives had target bonus opportunities, as a percentage of base salary, ranging from 35% to 75% target opportunities in 2025. In February 2026 the Compensation Committee evaluated the performance of the Company under the 2025 Annual Incentive Plan.

Overall, results for our financial goals all exceeded our target objectives and supported payouts that were well above target. Payouts under the subjective metric were based on evaluations of the individual’s overall job performance during 2025, using an extensive performance review scorecard for each executive. All NEO’s met or exceeded the individual performance scorecard threshold rating of “Meets Expectations” resulting in a payout aligned with MVB’s pay for performance philosophy.

www.mvbbanking.com


Named Executive Officer	2025 Salary ($)	Pro-rated Salary ($)	Target (%)	Threshold 85% ($)	Target 100% ($)	Maximum 240% ($)	2025 Incentive Payout
Larry F. Mazza	$850,000	$850,000	75%	$541,880	$637,500	$1,530,000	$1,381,208
Michael R. Sumbs*	$375,000	$174,657	35%	$51,960	$61,130	$146,712	$142,183
Michael L. Giorgio	$375,000	$375,000	35%	$111,560	$131,250	$315,000	$284,366
Craig B. Greathouse	$375,000	$375,000	35%	$111,560	$131,250	$315,000	$284,366
Joseph R. Rodriguez	$400,000	$400,000	40%	$136,000	$160,000	$384,000	$346,656
Donald T. Robinson**	$525,000	$525,000	40%	$178,500	$210,000	$504,000	$275,324

*Mr. Sumbs joined MVB in July 2025. Mr. Sumbs’ compensation has been annualized for purposes of this chart.

** Mr. Robinson resigned September 1, 2025 and his incentive was prorated per his agreement.

Long-Term Incentive Compensation

MVB’s Compensation Committee believes that long-term incentive compensation is an important component of the compensation program because it has the effect of retaining and motivating executives, aligning executives’ financial interests with the interests of shareholders, and rewarding the achievement of MVB’s long-term strategic goals.

2025 Equity Grants

Executives had target equity opportunities, as a percentage of base salary, ranging from 35% to 65%. As with other pay elements, no increases were made to target opportunities for NEO’s in 2025. The Board of Directors, in its sole discretion, determines equity awards for the CEO. Executives received equity through two equally weighted vehicles, similar to MVB’s approach in the past few years:

•50% of target value delivered as time-based equity awards (RSUs); and

•50% of target value delivered as performance-based equity awards (performance RSUs)

The performance RSUs will vest based upon internal Tangible Book Value (“TBV”) per Share (25% of target LTI value) and EPS (25% of target) performance over a three-year period, with vested amounts ranging from 0% to 200% of target, depending on results relative to pre-established goals. Results based on the achievement of TBV per Share and EPS goals are modified up or down based on MVB’s total shareholder return for the three-year period relative to other Small Cap banks. The time-based RSUs (the remaining 50% of target value) will vest solely based on continued service, following a three-year graded vesting schedule (one-third of the award vesting each year).

In 2025, MVB’s NEOs received the following grants pursuant to the plan.

Time-Based RSUs (50%)

PSU EPS-Based RSUs (25%)

PSU TBV-Based RSUs (25%)

% of Salary

Granted (#)

Share Price ($)

Granted (#)

Share Price ($)

Granted (#)

Share Price ($)

Larry F. Mazza

65%

16,742

$17.49

8,371

$18.37

8,371

$18.37

Michael R. Sumbs 1

N/A

Michael L. Giorgio

35%

SEC Form DEF 14A filed by MVB Financial Corp.