MVB Financial Chief Financial Officer Executes Stock Transaction and Receives Restricted Stock Unit Vesting

Restricted Stock Unit Vesting Under Three-Year Schedule

The primary transaction disclosed involved the vesting of restricted stock units granted to Michael Robert Sumbs pursuant to MVB Financial's 2022 Stock Incentive Plan (Amended). According to the filing, the units operate under a three-year graded vesting schedule, contingent upon Sumbs' continued employment with the company. The first tranche of this schedule vested on July 25, 2026, representing one-third of the total time-based award. This vesting mechanism is a standard component of executive compensation packages at publicly traded financial institutions, aligning management incentives with long-term company performance and employee retention objectives.

Upon vesting on the transaction date, 486 restricted stock units converted into common shares. The filing further indicates that dividend equivalent shares totaling 11 units had accrued since the original grant date and were included in the share issuance. These dividend equivalents represent a mechanism by which restricted stock unit holders receive the economic benefit of dividends paid on the underlying common stock during the restriction period. The combined vesting and dividend accrual resulted in the issuance of 497 shares to Sumbs at no cost, as reflected in the zero purchase price notation in the disclosure.

Share Disposition at $29.10 Per Share

In conjunction with the vesting activity, Michael Robert Sumbs disposed of 142 shares of MVB Financial common stock on the same transaction date, July 25, 2026. The filing indicates that these shares were sold at a price of $29.10 per share. The disposition of shares immediately following vesting represents a common strategy among corporate insiders, allowing executives to realize a portion of their equity compensation while maintaining an ongoing stake in the company. This type of transaction, commonly referred to as a "cashless exercise" or partial liquidation following equity vesting, provides executives with liquidity to meet personal financial obligations or diversify their investment holdings.

The filing does not disclose the aggregate proceeds from the share sale or the specific motivation behind the transaction. Investors monitoring insider activity at MVB Financial may view such transactions as routine equity management rather than a significant signal regarding management's confidence in the company's near-term direction. The transaction was conducted under the officer's own trading authority and was not identified as occurring pursuant to a Rule 10b5-1 trading plan, suggesting it represents a discretionary rather than pre-arranged trading arrangement.

Updated Beneficial Ownership Position Following Transactions

Following completion of all transactions on July 25, 2026, Michael Robert Sumbs' direct beneficial ownership of MVB Financial common stock totaled 2,497 shares. This figure reflects the net effect of the 497 shares acquired through restricted stock unit vesting and dividend accrual, offset by the 142 shares disposed of at $29.10 per share. The filing confirms that this entire beneficial ownership position is held directly by Sumbs, rather than through any indirect ownership structure or affiliated entity, and is registered in his personal name.

The ownership stake disclosed represents Sumbs' direct equity interest in MVB Financial. The filing does not indicate that Sumbs maintains any additional indirect beneficial ownership of company securities through family members, trusts, partnerships, or other arrangements subject to Section 16 reporting requirements. Shareholders monitoring executive compensation and insider ownership levels may use this disclosure as one data point in evaluating the alignment of management incentives with shareholder interests at the company.

Timing and Filing Details of the Insider Transaction

The transaction activity occurred on July 25, 2026, with a deemed execution date of July 27, 2026, and the regulatory disclosure was filed with the SEC on July 28, 2026. This filing timeline aligns with SEC regulations requiring officers, directors, and principal shareholders to report changes in beneficial ownership within two business days following the transaction date. The filing was submitted on behalf of Michael Robert Sumbs by Lisa J. McCormick, acting pursuant to a power of attorney arrangement, as indicated in the signature section of the disclosure.

The Form 4 disclosure document represents the official record of the executive's equity transactions and is required to be filed with the SEC, furnished to the stock exchange on which the company's securities are listed, and made publicly available through the SEC's EDGAR database. These public filings serve as a primary mechanism through which investors and market participants obtain information about insider trading activity at publicly traded companies. The two-business-day reporting window ensures that material information regarding insider transactions reaches the market promptly, supporting market efficiency and informed decision-making by investors.

Executive Compensation Structure at MVB Financial

The restricted stock unit arrangement disclosed in this filing reflects the equity-based compensation practices employed by MVB Financial to remunerate its senior executives. The use of time-vested restricted stock units with multi-year vesting schedules is designed to encourage executive retention and align compensation outcomes with sustained company performance over extended periods. By conditioning the receipt of shares on continued employment, the company creates financial incentives for executives to remain with the organization and contribute to long-term strategic objectives and shareholder value creation.

The 2022 Stock Incentive Plan (Amended), under which Sumbs' restricted stock units were granted, provides the legal framework and authorization for the company to issue equity awards to employees, officers, and other eligible participants. Such plans are typically approved by shareholders at annual meetings and establish the maximum number of shares available for issuance, permitted award types, vesting terms, and other governance parameters. The graded three-year vesting schedule employed in Sumbs' award is a common feature of executive compensation arrangements, as it distributes the potential wealth gain across multiple years and encourages continued service.

Dividend Equivalent Accruals in Restricted Stock Unit Awards

The filing specifically notes that 11 dividend equivalent shares accrued to Michael Robert Sumbs' restricted stock unit award since the original grant date. Dividend equivalents represent a feature of certain restricted stock unit awards that provides holders with the economic equivalent of dividends paid on the underlying common stock during the period when the units remain subject to vesting restrictions. Rather than receiving actual cash dividends, as shareholders holding unrestricted common stock would receive, restricted stock unit holders accumulate additional units based on the dividend per share paid by the company during the restriction period.

These dividend equivalents are typically converted into additional shares upon vesting of the underlying restricted stock units, thereby increasing the total shares issued when the vesting condition is satisfied. In Sumbs' case, the 11 dividend equivalent shares were included in the 497 total shares issued upon the first tranche of vesting. This mechanism has the effect of providing enhanced compensation to executives holding restricted stock units, as the award value is increased through the accumulation of dividend equivalents during the restriction period. The presence of dividend equivalents in the award structure reflects common market practice among financial services companies and other large publicly traded corporations.

Officer Status and Reporting Obligations

Michael Robert Sumbs is identified in the filing as holding the title of Chief Financial Officer at MVB Financial Corp. As a senior officer and person responsible for the company's financial management, accounting, and reporting functions, Sumbs is subject to Section 16 reporting obligations under the Securities Exchange Act of 1934. These obligations require officers, directors, and beneficial owners of more than 10 percent of the company's equity securities to report changes in their beneficial ownership of the company's securities within the prescribed timeframe.

The CFO position places Sumbs in a category of personnel with access to material nonpublic information regarding the company's financial performance, operational results, and strategic initiatives. SEC regulations and company insider trading policies typically impose trading restrictions on officers during certain periods, including "blackout" windows surrounding the company's quarterly and annual earnings announcement periods. The transaction disclosed in this filing does not indicate that it was conducted pursuant to a Rule 10b5-1 trading plan, which would suggest a pre-arranged, non-discretionary trading arrangement designed to insulate the officer from accusations of trading on inside information.

Investor Considerations Regarding Insider Activity

Investors and analysts who monitor insider trading activity at publicly traded companies often examine patterns of officer purchases and sales as one indicator of management's perception of company value and future prospects. Large-scale purchases by officers and directors may be viewed as a positive signal regarding management confidence, while significant sales activity may warrant closer examination to determine whether they represent routine liquidity management, portfolio rebalancing, or other considerations. The transaction disclosed in this filing involves a relatively modest share disposition of 142 shares at $29.10 per share, which should be evaluated in the context of Sumbs' overall compensation, wealth, and long-term ownership strategy.

The continued vesting of restricted stock units granted to Sumbs demonstrates that the executive has maintained his position with MVB Financial and satisfied the employment conditions required for equity award vesting. The immediate disposition of a portion of newly vested shares, while retaining a substantial beneficial ownership position of 2,497 shares, may indicate that Sumbs views maintaining a significant stake in the company as consistent with his personal investment strategy while accessing liquidity from his equity compensation. Investors should consult their financial advisors to determine how insider trading activity at MVB Financial relates to their personal investment objectives and risk tolerance.

Public Record and Market Transparency

The Form 4 disclosure filed by Michael Robert Sumbs on July 28, 2026, is maintained as a permanent public record in the SEC's EDGAR database and is available for review by investors, analysts, and other market participants at no cost. These public filings serve a critical function in promoting transparency regarding insider trading activity at publicly traded companies and ensuring that investors have access to timely information about equity transactions conducted by company insiders. The requirement to disclose such transactions within two business days of execution, combined with the public availability of detailed transaction information, creates a system of checks and balances designed to detect potential securities law violations and ensure fair market operation.

MVB Financial Corp. operates within the highly regulated banking and financial services industry and is subject to oversight by multiple regulatory agencies in addition to the SEC, including the Federal Reserve, the Federal Deposit Insurance Corporation (FDIC), and state banking regulators. The company's senior officers, including the Chief Financial Officer, are subject to enhanced regulatory scrutiny regarding their personal financial transactions and potential conflicts of interest. The public disclosure of insider transactions represents one mechanism through which regulators and market participants monitor the conduct of company insiders and assess compliance with applicable securities laws and company policies.