MVB FINANCIAL CORP (MVBF)

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and accompanying notes and other detailed information appearing in the 2025 Form 10-K. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. See the “Forward-Looking Statements” section of this report for further information on forward-looking statements.

Executive Summary

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We continue to adapt our business model due to challenging market conditions, primarily due to the current interest rate environment and economy, as well as consideration of regulatory and geopolitical environments, among others. The Federal Reserve lowered its federal funds interest rate range from 3.50% to 3.75% in December 2025. Higher loan balances primarily reflect the Bank's execution of its asset generation strategies that include the diversification of risk among loans with relatively smaller loan balances, as well as a focus on loans with fixed interest rates. We remain committed to the gaming, payments and banking-as-a-service industries. We continue to expand the Bank's treasury services function to support the banking needs of financial and emerging technology companies, which we believe will further enhance CoRe deposits, notably through the expansion of deposit acquisition and fee income strategies through the Fintech division. Additionally, we have expanded our compliance and risk management team to support the growth in these lines of business.

Financial Results

Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025

During the three months ended June 30, 2026, net interest income increased $6.5 million, noninterest income increased $10.9 million and noninterest expense increased $1.8 million compared to the three months ended June 30, 2025. The tax-equivalent yield on earning assets for the three months ended June 30, 2026 was 6.25% compared to 6.04% for the three months ended June 30, 2025. Loans receivable increased $72.7 million to $2.48 billion during the three months ended June 30, 2026. The cost of interest-bearing liabilities was 3.20% for the three months ended June 30, 2026 compared to 3.55% at June 30, 2025. The tax-equivalent net interest margin was 4.16% for the three months ended June 30, 2026, compared to 3.69% for the three months ended June 30, 2025. The tax-equivalent net interest margin for the three months ended June 30, 2026 includes $2.3 million of non-recurring net interest income.

Net income for the three months ended June 30, 2026 was $12.3 million compared to $2.0 million for the three months ended June 30, 2025. Net income for the three months ended June 30, 2026 includes a $10.0 million pre-tax gain related to an existing Fintech investment recognized in the second quarter. Net income for the three months ended June 30, 2026 resulted in a return on average assets of 1.4% and a return on average equity of 14.3%, compared to 0.3% and 2.6%, respectively, for the three months ended June 30, 2025. Basic and diluted earnings per share were $0.95 and $0.93, respectively, for the three months ended June 30, 2026, compared to $0.16 and $0.15, respectively, for the three months ended June 30, 2025. The provision for credit losses was $4.7 million for the three months ended June 30, 2026, inclusive of $2.6 million of provision related to loan growth in the quarter, compared to a $2.0 million provision for credit losses for the three months ended June 30, 2025.

Six Months Ended June 30, 2026 vs. Six Months Ended June 30, 2025

During the six months ended June 30, 2026, net interest income increased $8.3 million, noninterest income increased $12.1 million and noninterest expense increased $1.3 million compared to the six months ended June 30, 2025. The yield on tax-equivalent earning assets for the six months ended June 30, 2026 was 6.06% compared to 5.98% for the six months ended June 30, 2025. Loans receivable increased by $133.2 million to $2.48 billion during the six months ended June 30, 2026. The cost of interest-bearing liabilities was 3.18% for the six months ended June 30, 2026 compared to 3.59% at June 30, 2025. The tax-equivalent net interest margin was 3.94% for the six months ended June 30, 2026, compared to 3.67% for the six months ended June 30, 2025.

Net income for the six months ended June 30, 2026 was $17.4 million compared to $5.6 million for the six months ended June 30, 2025. Net income for the six months ended June 30, 2026 includes a $10.0 million pre-tax gain related to an existing Fintech investment recognized in the second quarter. Net income for the six months ended June 30, 2026 resulted in a return on average assets of 1.0% and a return on average equity of 10.2%, compared to 0.3% and 3.7%, respectively, for the six months ended June 30, 2025. Basic and diluted earnings per share were $1.36 and $1.32, respectively, for the six months ended June 30, 2026, compared to $0.43 and $0.42, respectively, for the six months ended June 30, 2025. The tax-equivalent net interest margin for the six months ended June 30, 2026 includes $2.3 million of non-recurring net interest income.

Net Interest Income and Net Interest Margin (Average Balance Schedules)

The following tables present information regarding (i) average balances, the total dollar amount of interest income from interest earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (iii) net interest income and margin (tax-equivalent); (iv) net interest income and margin as of and for the periods shown. The average balances presented are derived from daily average balances.

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1 In order to make pre-tax income and resultant yields on tax-exempt loans and investment securities comparable to those on taxable loans and investment securities, a tax-equivalent adjustment has been computed using a federal tax rate of 21% for the three months ended June 30, 2026 and 2025, which is a non-U.S. GAAP financial measure. See the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure following this table.

2 Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that management believes is necessary to understand our financial condition, results of operations and cash flows for the year ended December 31, 2025 as compared to 2024. This information should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this report. A discussion of changes in our results of operations from 2023 to 2024 may be found in Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025. Further, we encourage you to revisit the Forward-Looking Statements at the beginning of this report.

Executive Summary

We continue to adapt our business model due to challenging market conditions, primarily due to the current interest rate environment and economy, as well as consideration of regulatory and geopolitical environments, among others. The Federal Reserve lowered its key interest rate to a range of 3.50% to 3.75% in December 2025. Higher loan balances primarily reflect the Bank's execution of its asset generation strategies that include the diversification of risk among loans with relatively smaller loan balances, as well as a focus on loans with fixed interest rates. We remain committed to the gaming, payments and banking-as-a-service industries. We continue to expand the Bank's treasury services function to support the banking needs of financial and emerging technology companies, which we believe will further enhance CoRe deposits, notably through the expansion of deposit acquisition and fee income strategies through the Fintech division. Additionally, we have expanded our compliance and risk management team to support the growth in these lines of business.

Financial Results

Net interest income declined $1.8 million to $107.4 million, noninterest income increased $17.4 million to $60.3 million and noninterest expense declined $0.1 million to $122.1 million during 2025 compared to 2024. Our tax-equivalent yield on earning assets was 5.95% in 2025, compared to 6.22% in 2024. Total loans increased $243.0 million to $2.34 billion as of December 31, 2025 from $2.10 billion as of December 31, 2024. Our overall cost of interest-bearing liabilities was 3.43% in 2025 compared to 4.07% in 2024. Despite the decline in the cost of interest-bearing liabilities outpacing the decline in the earning assets yield, the shift in the mix of earning assets and the increase in interest-bearing liabilities resulted in our tax-equivalent net interest margin declining to 3.65% during the year ended December 31, 2025 from 3.67% during the year ended December 31, 2024.

Net income available to common shareholders in 2025 totaled $26.9 million, compared to $20.1 million in 2024, an increase of $6.8 million. Earnings for 2025 equated to a return on average assets of 0.8% and a return on average equity of 8.7%, compared to 2024 results of 0.6% and 6.9%, respectively. Basic and diluted earnings per share were $2.11 and $2.06, respectively, in 2025 compared to $1.56 and $1.53, respectively, in 2024.

Net Interest Income and Net Interest Margin (Average Balance Schedules)

The following tables present, for the periods indicated, information about (1) average balances, the total dollar amount of interest income from interest-earning assets and the resultant average yields; (2) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rates; (3) the interest rate spread; (4) net interest income and margin; and (5) net interest income and margin (on a tax-equivalent basis). The average balances presented are derived from daily average balances.

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Average Balances and Analysis of Net Interest Income

1 In order to make pre-tax income and resultant yields on tax-exempt loans and investment securities comparable to those on taxable loans and investment securities, a tax-equivalent adjustment has been computed using a federal tax rate of 21% for the years ended December 31, 2025, 2024 and 2023, which is a non-U.S. GAAP financial measure. Refer to the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure following this table.

2 Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

3 The senior term loan was paid off in May 2024 and the unamortized debt issuance costs were recorded as interest expense upon the repayment.

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Rate Volume Calculation

The year over year change in rates and change in volume from 2024 to 2025 was as follows:

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