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): February 1824, 2026


MVB Financial Corp
(Exact name of registrant as specified in its charter)


West Virginia	001-38314	20-0034461
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


301 Virginia Avenue, Fairmont, WV			26554-2777
(Address of principal executive offices)			(Zip Code)


(304) 363-4800
(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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers;~~Agreement.

~~Compensatory~~On ~~Arrangements~~February of24, ~~Certain~~2026, ~~Officers~~MVB Financial Corp. (“MVB”) entered into a Credit Agreement (the “Credit Agreement”), with Raymond James Bank, a Florida-chartered bank (“Raymond James Bank”).

Under the Credit Agreement, Raymond James Bank has extended to MVB a senior revolving line of credit in the principal amount of up to $20,000,000 (dthe “Loan Amount”) ~~Election~~for general corporate purposes, repayment of ~~Director~~existing subordinated indebtedness and payment of all transaction fees, costs and expenses incurred in connection with the Credit Agreement. MVB may optionally prepay loans under the Credit Agreement, in whole or in part, at any time or from time to time without premium or penalty and is required to prepay certain amounts of the loan in the event of MVB’s disposition of affiliates or subsidiaries, or any capital-raise or refinancing of its indebtedness. The loan will terminate on the third anniversary of the Credit Agreement, unless accelerated earlier upon an event of default.

OnThe ~~February~~loans ~~18,~~under ~~2026,~~the ~~MVB~~Credit ~~Financial~~Agreement ~~Corp.~~will ~~("MVB"~~bear orinterest per annum at a rate equal to 2.75%, plus the term secured overnight financing rate (“~~Company~~SOFR”), ~~issued~~which arate ~~press~~will ~~release~~reset ~~announcing~~monthly, subject to the ~~appointment~~Default ofRate ~~Adam~~(described ~~Famularo~~below) asnot abeing ~~member~~applicable. As of February 24, 2026, the ~~Board.~~applicable Mrinterest rate was 6.43%. ~~Famularo~~Accrued interest is apayable ~~member~~on the last business day of ~~the~~each ~~Finance~~month, ~~Committee~~beginning with February 28, 2026, as applicable. The Credit Agreement also contains certain yield protection provisions in favor of Raymond James Bank.

~~Mr.~~MVB’s ~~Famularo~~obligations ~~brings~~under ~~extensive~~the ~~experience~~Credit inAgreement ~~financial~~are ~~technology~~secured ~~and~~by ~~artificial~~a ~~intelligence~~pledge toof MVB'’s ~~Board~~equity interest in certain of its subsidiaries. ~~Since~~The ~~2021~~Credit Agreement contains customary representations and warranties, hecustomary ~~has~~affirmative ~~served~~and asnegative ~~CEO~~covenants and customary events of ~~WorkFusion~~default. The negative covenants include restrictions on, among other things, indebtedness, liens, investments, mergers and acquisitions, asset sales and other dispositions, sales and leasebacks, dividends and other distributions. Upon the occurrence of an event of default, Raymond James Bank may declare any outstanding amounts under the Credit Agreement immediately due and payable. In addition, during the continuance of an event of default, Raymond James Bank may declare that the loan outstanding under the Credit Agreement will bear interest at a ~~pioneer~~rate that is 2.00% per annum in ~~agentic~~excess AIof ~~for~~the ~~financial~~interest ~~crime~~rate ~~compliance~~otherwise payable (the “Default Rate”).

“AMVB ~~visionary~~is ~~business~~also ~~leader~~required into ~~agentic~~satisfy AIcertain financial covenants including: (i) MVB (on a consolidated basis) and ~~fighting~~must ~~financial~~be, ~~crime~~and must cause each subsidiary bank to be, ~~Adam~~“well ~~Famularo~~capitalized” ~~will~~at all times, as defined and determined by the applicable governmental authority having jurisdiction over MVB or such subsidiary bank; (ii) MVB must not permit the "Total Risk-Based Capital Ratio" (as defined in the Credit agreement) (expressed as a percentage) of any subsidiary bank to be anless ~~invaluable~~than ~~asset~~11.50% as of the last day of any fiscal quarter; (iii) MVB ~~continues~~shall cause each subsidiary bank to ~~grow~~maintain ~~and~~a ~~scale~~ratio inof an“Loan ~~ever-changing~~Loss ~~financial~~Reserves” ~~landscape,~~to “Non-Performing Loans” ~~Larry~~(as F.each ~~Mazza~~term is defined in the Credit Agreement) of not less than (a) 55% as of the effective date of the Credit Agreement and for each fiscal quarter ending before December 31, ~~CEO~~2026 and ~~President~~(b) 70% as of the last day of each fiscal quarter beginning with the fiscal quarter ending December 31, 2026 and continuing through the termination date; and (iv) MVB ~~said~~(on a consolidated basis) must maintain a “Fixed Charge Coverage Ratio” (as defined in the Credit Agreement) that equals or exceeds 2.00 to 1.00 as of the end of each fiscal quarter, with the items used in this ratio being determined on a trailing four-fiscal quarter basis.

~~Mr.~~The ~~Famularo~~foregoing ~~also~~description ~~serves~~of on the ~~Boards~~Credit ofAgreement ~~Lucidworks,~~is DQqualified ~~Labs,~~in ~~Inc.~~its ~~and~~entirety ~~First~~by ~~Due~~reference ~~Size-Up.~~to ~~Mr.~~the ~~Famularo~~full isand ~~dedicated~~complete toterms ~~developing~~of ~~industry~~the ~~leading~~Credit ~~software~~Agreement, ~~ensuring~~which ~~customer~~is ~~and~~included ~~partner~~as ~~success,~~Exhibit ~~building~~10.1 ~~world-class~~to ~~teams~~this ~~and~~Current ~~delivering~~Report ~~great~~on ~~returns~~Form ~~for~~8-K ~~customers,~~and ~~shareholders~~incorporated ~~and~~herein ~~investors~~by reference.

~~Prior~~Item ~~to WorkFusion, he served as CEO at erwin, Inc~~2.~~, which was acquired by Quest Software~~03. Creation Asof a ~~co-founder~~Direct ofFinancial ~~erwin,~~Obligation inor ~~collaboration~~an ~~with~~Obligation ~~Parallax~~under ~~Capital~~an ~~Partners,~~Off-Balance heSheet ~~helped the world’s largest organizations discover, manage, protect and leverage enterprise data to drive successful digital transformation.~~

~~His~~Arrangement ~~earlier~~of ~~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~~Registrant.

~~Mr.~~The ~~Famularo~~information isset aforth ~~frequent~~above ~~contributor~~under toItem ~~industry publications and serves on the National Advisory Council for Donorschoose~~1.~~org,~~01 ~~a charity focused on helping children succeed in the classroom. He~~ is aincorporated ~~graduate~~herein ofby ~~Harvard Business School’s General Management Program and holds a master’s degree from Dowling College and a bachelor’s degree from SUNY Oneonta~~reference.

Mr. Famularo does not have any transactions reportable under Item 404(a) of Regulation S-K and there were no arrangements or understandings pursuant to which Famularo was appointed as a director. Mr. Famularo will be entitled to the same compensation and benefits made available to the Company’s non-employee directors generally.

A copy of the Company’s press release is being furnished as Exhibit 99.1 and hereby incorporated by reference.

Item 7.01. Regulation FD Disclosure.

On February 18, 2026, the Company issued a press release announcing the naming of current director, Dr. Kelly R. Nelson, as Board Chairman, effective February 17, 2026.

Dr. Nelson, who has been a member of the Board since 2004, replaces retiring Chairman W. Marston “Marty” Becker. Dr. Nelson currently is Chairman of the Risk & Compliance Committee and a member of the Audit Committee and Nominating & Corporate Governance Committee.

"Dr. Nelson brings a combination of medical expertise, business acumen and deep community commitment to his new role as Chairman," said Larry F. Mazza, CEO and President, MVB. "His experience makes him uniquely suited for this leadership role. Dr. Nelson previously chaired MVB’s Board Risk and Compliance Committee, directly supervising these functions for the Bank and helping our enterprise rise to the next level. In addition, Dr. Nelson assisted MedExpress urgent care scale to national prominence."

Dr. Nelson is a physician in Bridgeport, W.Va., and is affiliated with United Hospital Center. 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.

Item 7.01. Regulation FD Disclosure.

On February 18, 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 March 1, 2026, payable March 15, 2026.

This is the first quarterly dividend for 2026, maintaining the dividend declared in the previous quarter.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

9910.1 ~~Press~~Credit ~~release~~Agreement, dated as of February 24, 2026 between MVB Financial Corp., ~~dated~~as ~~February 18~~Borrower, ~~2026~~and Raymond

~~99.2 Press~~James ~~release~~Bank, ofas ~~MVB Financial Corp~~Lender. ~~dated February 18, 2026~~

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: February 18 26, 2026

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