MVBF 8-K
Mvb Financial Corp (MVBF)
8-K
2026-05-20
For: 2026-05-19
View Original
Added on
May 20, 2026
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
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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:
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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 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2026 , MVB Financial Corp. ("MVB" or the "Company") held its 28th Annual Meeting of Shareholders as a virtual meeting via live webcast.
A total of 9,637,070, or 75.03%, of the 12,844,813 outstanding voting shares of MVB common stock were represented in person or by proxy, representing a quorum in accordance with the MVB Bylaws.
The results of the voting rounded to the nearest number of whole shares are as follows:
Proposal 1: "To elect the four director nominees named in the Proxy Statement."
The following votes were cast in the proposal regarding Director Nominees:
| Director Nominees | For | Withheld | Non-Votes | |||||||||||||||||
| Richard J. Cordella, Jr. | 7,428,044 | 129,450 | 2,079,576 | |||||||||||||||||
| Adam F. Famularo | 7,474,031 | 83,463 | 2,079,576 | |||||||||||||||||
| Larry F. Mazza | 7,469,837 | 87,657 | 2,079,576 | |||||||||||||||||
| Cheryl D. Spielman | 6,825,612 | 731,882 | 2,079,576 | |||||||||||||||||
Proposal 2: "To approve on a non-binding, advisory basis, the compensation of our named executive officers."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 6,567,830 | 973,346 | 16,318 | 2,079,576 | |||||||||||||||||
Proposal 3: "To amend the MVB Financial Corp. 2022 Stock Incentive Plan to increase the number of shares authorized for issuance under the Plan."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 5,951,155 | 1,585,077 | 21,262 | 2,079,576 | |||||||||||||||||
Proposal 4: "To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 9,582,211 | 36,171 | 18,688 | — | |||||||||||||||||
Item 7.01. Regulation FD Disclosure.
On May 20, 2026, MVB Financial Corp. issued a press release announcing that its Board of Directors has declared a quarterly cash dividend of $0.17 per share to shareholders of record on June 1, 2026, payable June 15, 2026.
This is the second quarterly dividend for 2026, maintaining the dividend declared in the previous quarter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: May 20, 2026
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
(304) 288-9540
INVESTOR RELATIONS
Marcie Lipscomb
(844) 682-2265
MVB Financial Corp. Declares Second Quarter 2026 Dividend
FAIRMONT, W.Va. (May 20, 2026) – MVB Financial Corp. (NASDAQ: MVBF) (“MVB” or the “Company”) today announced that its Board of Directors has declared a quarterly cash dividend of $0.17 per share, consistent with the previous quarter’s dividend. The dividend is payable on June 15, 2026, for shareholders of record as of June 1, 2026. This is the second quarterly dividend for 2026.
“MVB delivered a strong first quarter 2026, with earnings up over 40% year-over-year, and we are pleased to maintain our dividend to the benefit of our shareholders. Our commitment remains to maximize shareholder value through disciplined execution, continuous improvement of profitability metrics and strategic investments in high-return opportunities,” said Larry F. Mazza, President and Chief Executive Officer, MVB Financial.
About MVB Financial Corp.
MVB Financial Corp. (Nasdaq: MVBF) is an innovative bank powering Fintech solutions in payments, card issuance and online gaming programs for leading Fintech companies nationwide, while providing traditional retail and commercial banking services within established markets. MVB’s comprehensive platform includes money movement solutions across all modalities and embedded finance capabilities. MVB combines proven Fintech builder/incubator capabilities, innovative culture, regulatory expertise, core banking and AI-driven operational efficiency to enable Fintech partners to navigate complex regulatory requirements while accelerating time-to-market. For more information about MVB, please visit http://ir.mvbbanking.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 are subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries. Forward-looking statements can be identified by the use of words such as “may,” “could,” “should,” “would,” “will,” “plans,” “believes,” “estimates,” “expects,” “anticipates,” “intends,” “continues” or the negative of those terms or similar expressions. Note that many factors could affect the future financial results of the Company 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 Fintech companies; competition; unforeseen events, such as pandemics or natural disasters, and any governmental or societal responses thereto; changes in economic, business and political conditions, including, without limitation, the imposition of international trade policies and any retaliatory responses thereto; 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, 2025, as well as its other filings with the Securities and Exchange Commission (“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.
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