UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):	May 9, 2023
MVB Financial Corp.
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(Exact name of registrant as specified in its charter)
West Virginia	001-38314	20-0034461
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(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
301 Virginia Avenue, Fairmont, WV	26554-2777
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(Address of principal executive offices)	(Zip Code)		(304) 363-4800
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(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value	MVBF	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 1.02 of this Form 8-K is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

As previously announced, on August 12, 2022, MVB Financial Corp., a West Virginia corporation (“MVB”), and Integrated Financial Holdings, Inc., a North Carolina corporation (“IFHI”) entered into an Agreement and Plan of Merger and Reorganization (the “Holdco Merger Agreement”). The Holdco Merger Agreement provided that, upon the terms and conditions therein, IFHI would merge with and into MVB (the “Merger”), with MVB continuing as the surviving corporation in the Merger. Following the Merger, West Town Bank & Trust, a state bank chartered under the laws of Illinois and wholly owned subsidiary of IFHI (“West Town Bank”), would merge with and into MVB Bank, Inc., a West Virginia state chartered bank and wholly owned subsidiary of MVB (“MVB Bank”), with MVB Bank as the surviving bank (the “Bank Merger”), pursuant to the Agreement and Plan of Merger, dated October 4, 2022, between West Town Bank and MVB Bank (the “Bank Merger Agreement” and, together with the Holdco Merger Agreement, the “Merger Agreements”).

On May 9, 2023, MVB, IFHI, West Town Bank, and MVB Bank entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Merger Agreements. Subject to limited customary exceptions, the Termination Agreement also mutually releases the parties from any claims of liability to one another relating to the contemplated merger transactions. Each party will bear its own costs and expenses in connection with the termination, and no party will be responsible for any payments or termination penalties to the other parties as a result of the termination of the Merger Agreements.

The foregoing descriptions of the Holdco Merger Agreement and Termination Agreement are not complete and are qualified in their entirety by the terms and conditions of the full text of the Holdco Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) by MVB on August 15, 2022, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.

Item 8.01. Other Events.

On May 9, 2023, MVB and IFHI issued a joint press release announcing the termination of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10 .1 Termination Agreement, dated as of May 9, 2023, by and among MVB Financial Corp., Integrated Financial Holdings, Inc., West Town Bank & Trust, and MVB Bank, Inc.

99.1 Joint Press Release, dated May 9, 2023.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

MVB Financial Corp.
By:	/s/ Donald T. Robinson
	Donald T. Robinson<br>President and Chief Financial Officer

Date: May 9, 2023

Document

Exhibit 10.1

TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”), dated as of May 9, 2023, is entered into by and among Integrated Financial Holdings, Inc., a North Carolina corporation (“IFHI”), MVB Financial Corp., a West Virginia corporation (“MVB”), West Town Bank & Trust, an Illinois state-chartered bank (“West Town Bank”), and MVB Bank, Inc., a West Virginia state-chartered bank (“MVB Bank” and, together with IFHI, MVB, and West Town Bank, the “Parties” and each, a “Party”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Holding Company Merger Agreement (as defined below).

WHEREAS, on August 12, 2022, IFHI and MVB entered into an Agreement and Plan of Merger and Reorganization (the “Holding Company Merger Agreement”), pursuant to which IFHI would merge with and into MVB, with MVB as the surviving entity (the “Holding Company Merger”);

WHEREAS, on October 4, 2022, West Town Bank and MVB Bank entered into an Agreement and Plan of Merger (the “Bank Merger Agreement” and, together with the Holding Company Merger Agreement, the “Merger Agreements”), pursuant to which West Town Bank would merge with and into MVB Bank, with MVB Bank as the surviving entity (the “Bank Merger” and, together with the Holding Company Merger, the “Mergers”);

WHEREAS, Section 8.1(a) of the Holding Company Merger Agreement provides that the Holding Company Merger Agreement may be terminated with the mutual written consent of IFHI and MVB;

WHEREAS, Section 5.01 of the Bank Merger Agreement provides that the Bank Merger Agreement may be terminated with the mutual written consent of West Town Bank and MVB Bank;

WHEREAS, IFHI and MVB have determined that it is in the best interest of IFHI and MVB, respectively, to terminate the Holding Company Merger Agreement on the terms and conditions set forth herein;

WHEREAS, West Town Bank and MVB Bank have determined that it is in the best interest of West Town Bank and MVB Bank, respectively, to terminate the Bank Merger Agreement on the terms and conditions set forth herein; and

WHEREAS, each of the respective boards of directors of IFHI, MVB, West Town Bank, and MVB Bank have approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the premises, and of the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

    Termination.  Pursuant to Section 8.1\(a\) of the Holding Company Merger Agreement and Section 5.01 of the Bank Merger Agreement, the Parties hereby agree that the Merger Agreements, including all schedules and exhibits thereto, and all ancillary agreements entered into by them pursuant thereto \(except for the Confidentiality Agreement\) \(collectively, the “Transaction Documents”\), are hereby terminated effective immediately as of 5:00 p.m. Eastern Standard Time on the date hereof \(the “Termination Time”\), and, notwithstanding anything to the contrary in the Transaction Documents, the Transaction Documents are terminated in their entirety and are void and of no further force or effect whatsoever \(the “Termination”\), and none of IFHI, MVB, West Town Bank, MVB Bank, or any of their respective Subsidiaries, or any of the officers, directors, employees, shareholders, agents or representatives of any of them shall have any liability of any nature whatsoever under the Transaction Documents, in connection with the transactions contemplated thereby, or the Termination; provided that Section 6.2\(b\) and, to the extent not inconsistent with the terms of this Agreement, Article IX \(other than Section 9.1 and Section 9.11, each of which shall terminate\) of the Holding Company Merger Agreement, Article VI of the Bank Merger Agreement and the Confidentiality Agreement \(as amended by Section 4 hereof\) shall each remain in full force and effect in accordance with their respective terms.

    Mutual Release; Disclaimer of Liability.  Each of IFHI, MVB, West Town Bank, and MVB Bank, each on behalf of itself and each of its respective successors and past and present subsidiaries, affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders, equity holders and advisors, and any family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them \(the “Releasors”\), does, to the fullest extent permitted by law, hereby fully release, forever discharge and covenant not to sue any other Party, any of their respective successors and past and present subsidiaries, affiliates, assignees, officers, directors, employees, controlling persons, Representatives, agents, attorneys, auditors, stockholders, equity holders and advisors, and any family member, spouse, heir, trust, trustee, executor, estate, administrator, beneficiary, foundation, fiduciary, predecessors, successors and assigns of each of them \(collectively the “Releasees”\), from and with respect to any and all past, present, direct, indirect, individual, class, representative and derivative liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, losses, demands, judgments, remedies, agreements, promises, liabilities, covenants, controversies, costs, charges, damages, expenses and fees \(including attorney’s, financial advisor’s or other fees\) \(“Claims”\), howsoever arising, of every kind and nature, whether based on any law or right of action \(including any claims under federal securities laws or state disclosure laws or any claims that could be asserted derivatively on behalf of the Parties\), known or unknown, asserted or that could have been asserted, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, foreseen or unforeseen, apparent or not apparent, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of, based upon or related to, directly or indirectly, the Transaction Documents \(other than Section 6.2\(b\) and Article IX \(other than Section 9.1 and 9.11, each of which shall terminate\) of the Holding Company Merger Agreement, Article VI of the Bank Merger Agreement, and the Confidentiality Agreement \(as amended by Section 4 hereof\)\), including any breach, non-performance, action or

failure to act under the Transaction Documents, the proposed Mergers, the events leading to the termination of the Merger Agreements or any other Transaction Documents, any deliberations or negotiations in connection with the proposed Mergers or this Agreement, the consideration to have been received by IFHI and West Town Bank’s stockholders in connection with the proposed Mergers, and any SEC filings, public filings, periodic reports, press releases, proxy statements or other statements issued, made available or filed relating, directly or indirectly, to the proposed Mergers, this Agreement or the Termination. The release contemplated by this Section 2 is intended to be as broad as permitted by law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time in connection with, arising out of, based upon or related to, directly or indirectly, the Transaction Documents or the Mergers or the termination thereof. Each of the Releasors hereby expressly waives to the fullest extent permitted by law any rights it may have under any statute or common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its favor at the time of executing the release.

Nothing in this Section 2 shall (a) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement and the Confidentiality Agreement or (b) constitute a release by any Party for any Claim arising under this Agreement and the Confidentiality Agreement.

    Public Statements.  The Parties and their respective affiliates shall not issue any press releases or otherwise make public announcements with respect to the Mergers, the Merger Agreements, or the termination of the Merger Agreements without the other Party’s prior written consent \(such consent not to be unreasonably withheld, conditioned or delayed\) in each case except \(a\) to the extent consistent with the press materials of each Party agreed upon as of the date hereof by the Parties in connection with this termination, and \(b\) as such release or public statement may be required by law, rule or regulation, including by the rules or regulations of any United States securities exchange or over-the-counter marketplace to which the relevant Party is subject or the United States Securities and Exchange Commission.

4 Return or Destruction of Confidential Information; Confidentiality Agreement.

(a) Within fifteen (15) business days of written request, the requested Party shall, and shall cause its respective affiliates, representatives and advisors to, return to the requesting Party or destroy all Confidential Information (as defined in the Confidentiality Agreement) and other confidential information received after the date of the Holding Company Merger Agreement pursuant to the Merger Agreements and/or integration planning.

(b) The effectiveness of the Confidentiality Agreement shall continue through the second anniversary of the date of this Agreement.

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    General Provisions.
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(a) Representations and Warranties. Each Party hereby represents and warrants to the other Parties that (a) such Party has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) the execution, delivery, and performance of this Agreement, the termination of the Merger Agreements, and the consummation of the other transactions contemplated hereby have been duly and validly approved by the board of directors of such Party, (c) no other corporate or similar proceedings on the part of such Party are necessary to approve this Agreement or the termination of the Merger Agreements or to consummate the other transactions contemplated hereby, and (d) this Agreement has been duly and validly executed and delivered by such Party (assuming the due authorization, execution and delivery by the other Parties) and constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions).

(b) Further Assurances. Each Party shall, and shall cause its subsidiaries and affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable laws to effectuate the Termination.

(c) Waiver. The failure of any Party to assert any rights or remedies shall not constitute a waiver of such rights or remedies.

(d) Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given by delivery in person, by facsimile or by email (with affirmative confirmation of receipt by the receiving Party), by registered or certified mail (with postage prepaid, return receipt requested) or by a nationally recognized courier service (with signed confirmation of receipt) to the respective Parties at the addresses set forth in Section 9.4 of the Holding Company Merger Agreement (using the same address for West Town Bank as is used for IFHI and using the same address for MVB Bank as is used for MVB and, in the case of IFHI and West Town Bank, sent to Attention: President) (or at such other address for a Party as shall be specified by like notice).

(e) Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.

(f) Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, other than with respect to the provisions of Section 2 hereof, with respect to which each Releasee is an expressly intended third-party

beneficiary thereof; provided however that only a Party hereto can enforce this Agreement on behalf of any Releasee relating to such Party.

(g) Entire Agreement. This Agreement and the Confidentiality Agreement (as amended by Section 4 hereof) constitute the entire agreement among the Parties and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

(h) Amendments. Any amendment, modification or waiver of any provision of this Agreement, or any consent to departure from the terms of this Agreement, shall not be binding unless done by written agreement, executed and delivered by duly authorized officers of the respective Parties.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law (whether of the State of Delaware or any other jurisdiction). Each Party agrees that it will bring any action or proceeding in respect of any claim arising under or related to this Agreement or the transactions contemplated hereby exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court of competent jurisdiction located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under or related to this Agreement or the transactions contemplated hereby, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in such an action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such Party in any such action or proceeding will be effective if notice is given in accordance with Section 5(d).

(j) Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(k) Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

(l) Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or otherwise were breached. Accordingly, the Parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties hereby further waives (i) any defense in any action for specific performance that a remedy at law would be adequate

and (ii) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.

(m) WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY DIRECTLY OR INDIRECTLY ARISE UNDER OR RELATE TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(M).

(n) Delivery of Facsimile or Electronic Transmission. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers hereto or thereto, to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each Party hereto forever waives any such defense.

(o) Costs and Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expense.

(p) Interpretation. The Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, IFHI, MVB, West Town Bank, and MVB Bank have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

INTEGRATED FINANCIAL HOLDINGS, INC.
By:	/s/ Marc McConnell
Name: Marc McConnell
Title: Chairman, President and CEO
MVB FINANCIAL CORP.
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By:	/s/ Donald T. Robinson
Donald T. Robinson
President and Chief Financial Officer
WEST TOWN BANK & TRUST
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By:	/s/ Melissa Marsal
Name: Melissa Marsal
Title: President and Chief Executive Officer
MVB BANK, INC.
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By:	/s/ Donald T. Robinson
Donald T. Robinson
President

Document

Exhibit 99.1

MVB Financial Corp. and Integrated Financial Holdings, Inc. Announce

Termination of Merger Agreement

(FAIRMONT, W.Va. and RALEIGH, N.C.) May 9, 2023 – MVB Financial Corp. (Nasdaq: MVBF) (“MVB” or “MVB Financial”) and Integrated Financial Holdings, Inc. (OTCQX: IFHI) (“IFHI”), announced today that they have mutually agreed to terminate their previously announced merger agreement dated August 12, 2022.

Termination of the merger agreement was approved by the Board of Directors for each company primarily due to changing market conditions that have pressured bank industry stock prices and also due to understandable delays in regulatory processes. Termination of the merger agreement does not result in fees to either company.

“Due primarily to the changes that have occurred in the banking industry since the announcement of the transaction, the termination of the merger agreement with IFHI is the right decision at this time for the shareholders of both companies,” said Larry F. Mazza, CEO, MVB Financial. “MVB will continue our working relationship with Windsor Advantage, IFHI’s wholly owned subsidiary providing comprehensive SBA 7(a) and USDA lending services to community banks. MVB’s diversified business model keeps our balance sheet strong through changing marketing conditions.”

“As with many things, timing plays a crucial factor in business combinations,” said Marc McConnell, Chairman, President and CEO of IFHI. “The last 90-120 days have certainly demonstrated the interconnectedness of our financial system and the dynamic environment in which banks operate. We have appreciated the relationships that we have developed with the MVB team and expect we will continue to do business together. During the pendency of the merger, we have right-sized IFHI in a number of respects, and with our strong capital base and improving efficiency, we believe that IFHI is well-positioned to proceed as an independent company.”

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About MVB Financial Corp.

MVB Financial Corp. (“MVB Financial” or “MVB”), the innovative financial holding company of MVB Bank, Inc., is publicly traded on The Nasdaq Capital Market® under the ticker “MVBF.” Through its subsidiary, MVB Bank, Inc., (“MVB Bank”) and the bank’s subsidiaries, MVB provides services to individuals and corporate clients in the Mid-Atlantic region, as well as to Fintech, Payment and Gaming clients throughout the United States. For more information about MVB, please visit ir.mvbbanking.com.

About Integrated Financial Holdings, Inc.

Integrated Financial Holdings, Inc., is a financial holding company based in Raleigh, N.C. IFHI is the holding company for West Town Bank & Trust, an Ill. state-chartered bank. West Town Bank & Trust provides banking services through its full-service office located in the greater Chicago area. IFHI is also the parent company of Windsor Advantage, LLC, a loan service provider that offers community banks and credit unions a comprehensive outsourced U.S. Small Business Association (“SBA”) 7(a) and U.S. Department of Agriculture (“USDA”) lending platform. IFHI is registered with and supervised by the Federal Reserve. West Town Bank & Trust’s primary regulators are the Illinois Department of Financial and Professional Regulation and the FDIC. For more information, visit https://ifhinc.com/.

Contacts

MVB Financial Corp.

Donald T. Robinson, President and Chief Financial Officer

(304) 598-3500

drobinson@mvbbanking.com

Amy Baker, VP, Corporate Communications and Marketing

(844) 682-2265

abaker@mvbbanking.com

Integrated Financial Holdings, Inc

Steven E. Crouse, Executive Vice President and Chief Financial Officer

(919) 861-8018

steve@ifhinc.com

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to statements regarding the termination of the proposed merger; statements regarding MVB’s and IFHI’s beliefs, goals, intentions, and expectations regarding their respective future performance following termination of the merger and the parties future relationship; and other statements that are not historical facts.

Forward-looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” “will,” and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time.

Additionally, forward-looking statements speak only as of the date they are made; MVB and IFHI do not assume any duty, and do not undertake, to update such forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results

or future events could differ, possibly materially, from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of MVB and IFHI. Such statements are based upon the current beliefs and expectations of the management of MVB and IFHI and are subject to significant risks and uncertainties outside of the control of the parties. Caution should be exercised against placing undue reliance on forward-looking statements. The factors that could cause actual results to differ materially include the following: the risk that any announcements relating to the termination of the merger agreement could have adverse effects on the market prices of MVB’s and IFHI’s common stock; the risk that the termination of the merger agreement and its announcement could have an adverse effect on the ability of MVB and IFHI to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; significant transaction costs from the terminated merger; unknown liabilities; the risk of litigation and/or regulatory actions related to the merger or the termination of the merger agreement; potential changes to strategy as a result of the termination of the merger agreement; reputational risk and potential adverse reactions of MVB’s and/or IFHI’s customers, suppliers, employees or other business partners, including those resulting from the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against MVB or IFHI regarding the merger or the termination thereof; the diversion of management’s attention from ongoing business operations and opportunities; IFHI’s and MVB’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing; risks related to the potential impact of general economic, political and market factors on the companies and other factors that may affect future results of IFHI and MVB; uncertainty as to the extent of the duration, scope, and impacts of the COVID-19 pandemic and the effects of inflation on IFHI and MVB; the impact of changing interest rates on IFHI and MVB; and the other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of MVB’s Annual Report on Form 10-K for the year ended December 31, 2022, and in other reports MVB files with the SEC.