Mvb Financial Corp 8-K, filed Oct 3, 2025
Mvb Financial Corp (MVBF)
8-K
2025-10-03
For: 2025-09-30
View Original
Added on
April 06, 2026
About this 8-K
Mvb Financial Corp filed this 8-K on October 3, 2025, reporting on events of September 30, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): | |||||
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
( | ||
| (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:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 8.01. Other Events.
On October 1, 2025, MVB Financial Corp. ("MVB", the “Company”) issued a press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein, announcing its entry into a definitive agreement, an asset purchase agreement, dated September 30, 2025, by and between MVB, Victor Technologies, Inc. (“Victor”) and Jack Henry & Associates (“Jack Henry”) (the “Asset Purchase Agreement”) to sell substantially all assets and operations of Victor (the "Transaction”). The Transaction was completed on September 30, 2025 subject to customary closing conditions.
The Transaction is expected to generate a pre-tax gain of approximately $33 million to MVB and is expected to be accretive to MVB’s earnings per share. The Company plans to use the net proceeds from the Transaction for general corporate purposes, which may include repositioning a portion of the available-for-sale securities portfolio, share repurchases and/or other capital and earnings optimization strategies aimed at enhancing shareholder value over time.
Additional Matters
The documents described or referred to above and/or attached as an exhibit to, or incorporated by reference to, this Current Report on Form 8-K (collectively, the “Form 8-K Documents”) contain representations and warranties of the parties to such agreements that may be subject to limitations, qualifications or exceptions agreed upon by the parties, and may be subject to a contractual standard of materiality that differs from the materiality standard that applies to reports and documents filed with the SEC. In particular, in review of the representations and warranties contained in the Form 8-K Documents and/or described in the foregoing summary, it is important to bear in mind that the representations and warranties were negotiated by the parties in connection with the Transaction and with the principal purpose of allocating contractual risk between the parties in the Transaction. The representations and warranties, other provisions of the Form 8-K Documents or any description of these provisions should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in the other reports, statements and filings that the Company publicly files with the SEC.
Cautionary Language Concerning Forward-Looking Statements
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These forward-looking statements are based upon the Company and its management’s current expectations, assumptions, estimates, projections and beliefs. Such statements include, but are not limited to, statements regarding the Transaction and related matters. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in, or implied by, these forward-looking statements. Other risks relating to the Company’s business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this Current Report on Form 8-K, are detailed in the Company’s latest Form 10-K, subsequent Forms 10-Q and/or Form 8-K filings with the SEC. The forward-looking statements in this release speak only as of this date, and the Company disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of MVB Financial Corp. dated October 1, 2025
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/ Michael R. Sumbs | |||||||
| Michael R. Sumbs Executive Vice President and Chief Financial Officer | ||||||||
Date: October 3, 2025
Exhibit 99.1
N E W S R E L E A S E
MEDIA CONTACT
Amy Baker
VP, Corporate Communications and Marketing
MVB Bank
abaker@mvbbanking.com
(844) 682-2265
INVESTOR RELATIONS
Marcie Lipscomb
mlipscomb@mvbbanking.com
(844) 682-2265
MVB Financial Corp. Announces Strategic Sale of Victor Technologies to Jack Henry & Associates
(FAIRMONT, W.Va.) October 1, 2025 – MVB Financial Corp. (“MVB” or “MVB Financial”) (NASDAQ: MVBF), the holding company for MVB Bank, Inc. (the “Bank”), announced today that it has signed and closed a definitive agreement to sell substantially all assets and operations of Victor Technologies, Inc. (“Victor”) to Jack Henry & Associates (“Jack Henry”) (NASDAQ: JKHY) (the “Transaction”) effective September 30, 2025.
The Transaction is expected to generate a pre-tax gain of approximately $33 million to MVB, delivering significant returns on a Fintech company founded just four years ago in 2021 and incubated within MVB. The Transaction is expected to be accretive to MVB’s earnings per share, driven by improved cost structure and lower overhead expense going forward. In addition, the Transaction will provide MVB with greater flexibility to pursue certain balance sheet and capital management strategies, which may include a repositioning of some portion of the available-for-sale securities portfolio, share repurchases and/or other capital and earnings optimization strategies aimed at enhancing shareholder value over time.
Victor processes billions of dollars in payments monthly and exemplifies MVB’s strategy of building Fintech companies rather than simply banking them. Jack Henry’s 7,400 clients will strengthen Victor’s growth while MVB maintains a strategic partnership to continue participating in Victor’s success.
“This transaction validates our thesis that MVB can create substantial shareholder value by building world-class Fintech solutions,” said MVB President and CEO Larry F. Mazza. “We’ve taken Victor from concept to processing
billions in monthly payments, and now we’re positioning it for strong growth through Jack Henry’s resources—while maintaining our strategic partnership.”
Partnership Ensures Continued Benefits
MVB’s ongoing partnership with Victor and Jack Henry will continue to provide customers with embedded payment solutions while realizing immediate value and participating in Victor’s accelerated growth.
“We’re not walking away – we are doubling down through the development of a reimaged partnership. Greg Adelson, CEO of Jack Henry, is a visionary and trusted partner,” Mazza explained. “Additionally, our shareholders realize immediate returns, our clients get enhanced capabilities, and we continue to benefit from Victor’s success and growth as part of Jack Henry.”
Victor’s embedded payments platform already serves Jack Henry’s clients with real-time payment processing, virtual ledgering and regulatory compliance solutions.
“This acquisition positions us to expand our reach across Jack Henry’s client network and fast-track the delivery of next-generation payment technologies.” said Victor President Maf Sonko.
Proven Fintech Builder Strategy
This transaction demonstrates MVB’s successful Fintech incubation model, proving traditional financial institutions can build and scale Fintech solutions while generating substantial returns. The deal positions MVB to continue building next-generation Fintech solutions.
MJC Partners served as financial advisor and Squire Patton Boggs (US) LLP served as legal advisor to MVB and Victor. Stinson LLP served as legal advisor to Jack Henry.
About MVB Financial Corp.
MVB Financial, the holding company of the Bank, is publicly traded on The Nasdaq Capital Market® under the ticker “MVBF”. Through MVB’s subsidiary, the Bank, and the Bank’s subsidiaries, the Company provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond. For more information about MVB, please visit http://ir.mvbbanking.com.
About Victor Technologies, Inc.
Victor is a wholly owned subsidiary of MVB Edge Ventures, Inc., and a part of the Bank. Victor provides banking technology solutions that simplify direct Bank-Fintech partnerships. Victor APIs help technology companies and corporations embed financial solutions within their product offerings and Victor’s platform tools help banks manage Fintech partnerships and compliance at scale. For more information, visit www.victorfi.com.
About Jack Henry & Associates, Inc.®
Jack Henry™ (Nasdaq: JKHY) is a well-rounded financial technology company that strengthens connections between financial institutions and the people and businesses they serve. Jack Henry is an S&P 500 company that prioritizes openness, collaboration, and user centricity – offering banks and credit unions a vibrant ecosystem of internally developed modern capabilities as well as the ability to integrate with leading Fintechs. For nearly 50 years, Jack Henry has provided technology solutions to enable clients to innovate faster, strategically differentiate, and successfully compete while serving the evolving needs of their accountholders. Jack Henry empowers approximately 7,400 clients with people-inspired innovation, personal service, and insight-driven solutions that help reduce the barriers to financial health. Additional information is available at www.jackhenry.com.
Forward-looking Statements
MVB Financial has made forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this press release that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations about the future and subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning the Proposed Transaction, including the expected [timing,] and potential benefits thereof, MVB’s expected future financial results and condition, and future business plans and strategies of MVB Financial and its subsidiaries. Forward-looking statements can be identified by the use of words such as “may,” “could,” “can,” “should,” “will,” “plans,” “expects,” “anticipates,” “intends,” “continues,” or the negative of those terms or similar expressions. In addition, any statements that refer to projections, forecasts, or other characterizations of future events, financial results, or circumstances (including any underlying assumptions) are forward-looking. The forward-looking statements contained in this press release are based on assumptions and analyses made by MVB’s management in light of their respective experience and perception of historical trends, current conditions, expected future developments, and their potential effects on the MVB, as well as other factors they believe are appropriate in the circumstances. Note that many factors could affect the future financial results of the MVB and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in forward-looking statements. Therefore, undue reliance should not be placed upon any forward-looking statements. Those factors include but are not limited to: market, economic, operational, liquidity, and credit risk; changes in market interest rates; inability to successfully execute business plans, including strategies related to investments in financial technology companies; competition; unforeseen events, such as pandemics or natural disasters, and any governmental or societal responses thereto; changes in economic, business, and political conditions; changes in demand for loan products and deposit flow; changes in deposit classifications: operational risks and risk management failures; and government regulation and supervision. Additional factors that may cause actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by law, the Company disclaims any obligation to update, revise, or correct any forward-looking statements.
###