MVB Financial Corp. ($MVBF)

Hello, and welcome to the 2026 Annual Meeting of Shareholders of MVB Financial Corp. Please note that today's meeting is being recorded. It is my pleasure to turn today's meeting over to Dr. Kelly Nelson, Chairman of MVB Financial Corp.'s Board of Directors. Chairman Nelson, you may begin.

Good morning, everyone. Thank you for joining us today. It is my pleasure on behalf of the Board of Directors of MVB Financial Corp. to welcome you to the Annual Shareholders Meeting. As Chairman of MVB Financial Corp, I am pleased to be presiding at today's meeting. Members of our Board of Directors and management team are attending the meeting virtually today. As you may know, Marty Becker recently retired as Chair and I was elected to chair. We certainly will miss Marty's intellect, is gentle demeanor, his patience, his leadership and his mentorship. Even more special is that we get to keep his friendship and the lessons we learned from him. Marty, from the entire Board and management team a sincere thank you for your years of service. If you are a registered shareholder and have logged on to this meeting with a valid control number, you will be able to vote and ask questions about the proposals during the meeting. You may submit questions by entering your question into the designated field on the web portal. I will address questions if there are any, about the proposals after they are presented. I have a copy of the notice of this annual meeting and an affidavit of Computershare, the registrar and transfer agent for our common stock, as to the notice of the meeting, which states that on April 17, 2026, a notice of this meeting and notice of Internet availability of proxy materials was mailed to all shareholders of record as of the close of business on March 25, 2026, the record date for this annual meeting. This affidavit is available if any shareholder wishes to examine it, and it will be filed with the minutes of this annual meeting. Unless there is a request, we will dispense with the reading of this notice of this meeting. There being no request, the reading of the notice of the minute is dispensed with. Lisa McCormick, the company's Corporate Secretary, has been appointed to serve as Inspector of Election for this meeting. She has signed an oath to act as inspector of election, and this oath will be filed with the minutes of this meeting. The inspector has the alphabetical list of registered shareholders of the company as of March 25, 2026, the record date for the meeting, which shows the registered shareholders, their respective addresses and the number of shares held by each shareholder. This list was available prior to and will remain available via the virtual meeting web portal during this annual meeting for inspection by shareholders. Secretary McCormick advised me shortly before this meeting began that a quorum is present. I declare the meeting duly and lawfully convened. I direct the Secretary to file copies of the notice of this meeting, together with the proxy statement, form of proxy and the affidavit of Computershare with the minutes of this meeting. I will now call this annual meeting to order. This meeting will be conducted in accordance with the agenda and the rules of conduct, which you can find on the virtual meeting portal. You can also find a link to the annual proxy statement/perspective on the portal. You have an opportunity to vote when the polls are open later in the meeting. Although if you have already submitted your vote via proxy, you need not vote again. There are 4 proposals being considered today. Our Board of Directors has unanimously recommended that the shareholder approved each of the 4 proposals being presented. The first item to be voted on today is the election of 4 director nominees. The proxy statement made available to you earlier listed the company's nominees for director. A plurality of votes cast is required for the election of directors. Three directors have been nominated for a 3-year term expiring in 2029. They are Richard J. Cordella, Jr., Larry F. Mazza and Cheryl D. Spielman. One Director, Adam F. Famulera has been nominated for a 2-year term, which would expire in 2028. The second proposal to be voted on at today's meeting is the approval of a nonbinding advisory basis of the compensation of our named executive officers. The company's executive compensation is addressed in the proxy statement that was made available to you earlier. Approval of this proposal requires the number of votes cast favoring the proposal exceeds the votes cast opposing the proposal. The third proposal is the approval to amend the MVB Financial Corp. 2022 stock incentive plan to increase the number of shares authorized for issuance under the plan. The last proposal to be voted on at today's meeting is to ratify the appointment of 4 of us as the independent registered public accounting firm for 2026. The appointment of FORVIS is discussed in the proxy statement that was made available to you earlier. Approval of this proposal requires that the number of votes cast favoring the proposal exceeds the votes cast opposing the proposal. Jeremy Goss of FORVIS is in attendance at today's meeting and would be pleased to respond to appropriate questions submitted by shareholders, which may be submitted at this time through the online portal. The meeting is now open for any questions that may have been submitted by our shareholders through the web portal. Seeing that we have not received any questions related to the proposals and having presented all matters to be voted on by shareholders, I declare the polls now open for voting on the proposals. We will take a few moments to ensure all of the online ballots have been properly submitted for the proposals being voted on today. [Voting]

The voting has been completed, so I declare the polls for voting are now closed at this time. While we finish tabulating the votes, I want to take a minute to express my sincere thanks to all of our shareholders who have taken the time to attend this annual meeting virtually and vote their shares. I have been advised by Secretary McCormick that each of the proposals presented today has been preliminarily approved by the MVB shareholders with the directors standing for election having been duly elected for the respective terms as described in the proxy statement. The final results of the meeting will appear in a current report on Form 8-K that the company will file within 4 business days of this meeting. Having concluded the business is set forth in the annual proxy statement, I hereby adjourn the formal portion of -- Annual Meeting of Shareholders. I would now like to introduce CEO, Larry Mazza, who will deliver his CEO presentation.

Thank you, Chairman, Nelson. To our shareholders, teammates, Board members, Chairman Nelson and former Chairman Baker, I as well as all of our teammates are very grateful for your continued support and hard work and commitment you've given team MVB and you have our sincere commitment to continue to work hard and create and deliver extraordinary value for our shareholders, team and communities. Presentation today will be a brief presentation of where we stand and where we're going. The first slide is our strategy on the page, what we finally call so. Key thing here is our purpose. Our purpose is to be trusted partners on the financial frontier committed to your success. We support that purpose with 5 values. Our first 3 values of love, trust and commitment validate trusted partnerships. You have to have those 3 values to be a trusted partner. And to be on the financial frontier, our fourth value of adaptivity is critical. And then commitment to our success -- and to your success, commitment to your success takes teamwork. Just like it takes a village to raise a child. It takes a team for our 4 constituencies, which our shareholders, our teammates, our communities and everyone is involved there is what we want to be successful. We look at our growth vehicles, we have Banking as a Service, our FinTech sponsorship lending, our gaming, payments and our core lending and deposits. Our next slide, which is up now is our AI slide and where we are going with this. This has been a 4-year journey for us altogether. But we have stood with cleaning up our database to have a clean database. From there we implemented risk canvas from risk canvas, we worked diligently with a company out of New York called Work Fusion to help us with AI digis, which we are now using in our compliance and risk areas help us create efficiency, better compliance, and a very good start into our AI journey. Additionally, our team who we have 6 AI teammates that are committed to this area as well as the rest of our team. We work with Claude as our AI software and we have now created 26 digis of our own in-house that will be all rolled out by the end of this year, creating again, efficiency, better client service and improved risk management. And going forward, we continue to look at expansion in that area from that. 2025 was a very good year for team MVB. When you look at our growth in payments, we've had excellent growth of 46% CAGRs with the deposit side. And then with the payment revenue side, we had 102% compounded annual growth, which we're very happy with and believe that will continue into the '26 and beyond. When we look at the RE/MAX, we see great opportunity, we see CD balances in a good place. And more importantly, we see broker deposits rolling off in a large amount that we'll be able to reprice at a much lower rate and continue to grow our margin in addition to our loan growth was shown on the next slide. So with a decrease in our deposit cost, an increase in our returns on our loan asset side, you can see we have compounded annual growth rate of 12% on the loan side for 2025, which we're very pleased with, and that team continues to grow. But not only do we grow, we have grown with quality. When you look at our asset quality, it remains very good. And looking forward, it continues to remain strong. This is part of the biggest and most important thing is asset quality through those cycles. With that, I'll turn it back over to Chairman Nelson.

Thank you, Mr. Mazza. Certainly great news for the bank in the days ahead. I encourage you to reach out to Secretary McCormick, Corporate Secretary and Head of Investor Relations for Marcie Lipscomb, Investor Relations at 844 MVB Bank, that number again is 844 MVB Bank, if you have any other questions. Thank you for your support, and thank you for your investment in MVB Financial Corp.

This concludes the meeting. You may now disconnect.