MVB Financial Corp 2024年度报告

(Mark One) Commission file number001-38314 MVB Financial Corp. (Exact name of registrant as specified in its charter) 20-0034461 West Virginia (I.R.S. Employer Identification No.) 26554(Zip Code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)Act.Yes☐No☒ Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of theExchangeAct. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ Based upon the closing price of the common shares of the registrant on June 30, 2024 of $18.64 as reported on the Nasdaq Capital Market, the aggregate market valueof the common shares of the registrant held by non-affiliates during that time was $220.7million. For this purpose, certain executive officers and directors areconsidered affiliates. This calculation does not reflect a determination that such persons are affiliates for any other purpose. As of March10, 2025, the registrant had12,948,795shares of common stock outstanding with a par value of $1.00 per share. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to the 2025 Annual Meeting of Shareholders are incorporated by reference into Part III of this AnnualReport on Form 10-K. TABLE OF CONTENTS PagePARTIItem 1.Business3Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments30Item 1C.Cybersecurity30Item 2.Properties31Item 3.Legal Proceedings31Item 4.Mine Safety Disclosures31PARTIIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32Item 6.[RESERVED]33Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 7A.Quantitative and Qualitative Disclosures About Market Risk51Item 8.Financial Statements and Supplementary Data54Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure121Item 9A.Controls and Procedures121Item 9B.Other Information123Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections123PARTIIIItem 10.Directors, Executive Officers and Corporate Governance123Item 11.Executive Compensation123Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters123Item 13.Certain Relationships and Related Transactions, and Director Independence123Item 14.Principal Accountant Fees and Services124PART IVItem 15.Exhibits and Financial Statement Schedules125Item 16.Form 10-K Summary127 Forward-Looking Statements: Statements in this Annual Report on Form 10-K that are based on factors other than historical data are “forward-looking statements”within the meaning of the Privat