MVB Financial Corp Enters Material Definitive Agreement

Ticker: MVBF · Form: 8-K · Filed: Jan 2, 2025 · CIK: 1277902

Sentiment: neutral

Topics: material-definitive-agreement, financial-obligation

TL;DR

MVB Financial Corp just signed a big deal, creating a new financial obligation.

AI Summary

MVB Financial Corp entered into a material definitive agreement on December 30, 2024. This agreement creates a direct financial obligation for the registrant, indicating a new financial commitment or arrangement. The filing does not specify the other party or the exact nature of the obligation, but it is classified as a significant event requiring immediate disclosure.

Why It Matters

This filing signals a new financial commitment or obligation for MVB Financial Corp, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The nature of the financial obligation is not detailed, creating uncertainty about its potential impact on the company's financial health.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by MVB Financial Corp?

The filing states that MVB Financial Corp entered into a material definitive agreement on December 30, 2024, which creates a direct financial obligation or an obligation under an off-balance sheet arrangement. However, the specific details of the agreement are not provided in this excerpt.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on December 30, 2024.

What is MVB Financial Corp's state of incorporation and principal executive office address?

MVB Financial Corp is incorporated in West Virginia and its principal executive offices are located at 301 Virginia Avenue, Fairmont, WV 26554-2777.

What is the SEC file number for MVB Financial Corp?

The SEC file number for MVB Financial Corp is 001-38314.

What is the IRS Employer Identification Number for MVB Financial Corp?

The IRS Employer Identification Number for MVB Financial Corp is 20-0034461.

Filing Stats: 1,267 words · 5 min read · ~4 pages · Grade level 12.3 · Accepted 2025-01-02 16:14:55

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 30, 2024 (the "Effective Date"), MVB Bank, Inc. (the "Bank" or "Seller"), a West Virginia banking corporation and wholly-owned subsidiary of MVB Financial Corp. (the "Company"), and Mountainseed Real Estate Services, LLC, a Georgia limited liability company ("Buyer"), entered into an Agreement for Purchase and Sale of Property (the "Sale Agreement"), which provides for the sale to the Buyer of four properties owned and operated as retail banking branches of the Bank (the "Properties") for an aggregate purchase price of approximately $17.6 million, subject to customary adjustments at closing. The Sale Agreement has such other terms and conditions similar to other purchase and sale agreements covering similar subject matter and executed under similar circumstances and conditions. Concurrent with the closing, Seller and FNLR MVBB LLC, a Delaware limited liability company and affiliate of Buyer ("Landlord"), entered into a master lease agreement (the "Master Lease Agreement") for each of the Properties under which Seller, as tenant, will lease each of the Properties from Landlord. The initial lease term shall be fifteen (15) years, which may be extended, at the Bank's option, for three (3) renewal terms of five (5) years each. The Master Lease Agreement shall constitute a triple net lease under which the Bank as tenant shall be responsible for base rent for each of the Properties, which during the initial term shall be, in the aggregate, $1.5 million per annum ("Base Rent") plus additional operational charges. Base Rent shall increase by two percent (2%) per annum for each year during the initial term and any renewal term. The Bank will not close any branches or exit any markets as part of the sale-leaseback transaction. The Master Lease Agreement has such other terms and conditions similar to other lease agreements covering similar subject matter and executed under similar circumstances and conditio

03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. As referenced in Item 1.01 above, the Bank has agreed, effective upon the closing of the sale of the Properties, to lease each of the Properties on a long-term basis from Landlord. The disclosures set forth in Item 1.01 of this Current Report on Form 8-K regarding the Master Lease Agreement and the lease obligations of the Bank thereunder are incorporated by reference into this Item 2.03.

Forward Looking Statements

Forward Looking Statements This Current Report contains certain 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, 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 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 achieve anticipated synergies and successfully integrate recent mergers and acquisitions; inability to successfully execute business plans, including strategies related to investments in financial technology companies; competition; changes in economic, business, and political conditions; changes in demand for loan products and deposit flow; 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

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10 .1 Agreement for Purchase and Sale of Property, dated as of December 30, 2024 by and between the Bank and Buyer. 10.2 Master Lease Agreement, dated as of December 30, 2024 by and between the Bank and Landlord. 10. 3 Guaranty Agreement, dated as of December 30, 2024 by and between the Bank and Landlord. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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/ Donald T. Robinson Donald T. Robinson President and Chief Financial Officer Date: January 2, 2025

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