On behalf of the boards of directors of MVB Financial Corp. (“MVB”) and Integrated Financial Holdings, Inc. (“IFH”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger of IFH and MVB pursuant to which IFH will merge with and into MVB. We are requesting that you take certain actions as a holder of MVB common stock (an “MVB shareholder” or “shareholder”) or as a holder of IFH common stock (an “IFH shareholder” or “shareholder”).

On August 12, 2022, MVB and IFH entered into an Agreement and Plan of Merger and Reorganization (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”), pursuant to which MVB will acquire IFH in an all-stock transaction.

Under the terms of the merger agreement, IFH shareholders will receive 1.21 shares of MVB common stock for each share of IFH common stock. Based on the closing price of MVB stock of $34.54 on August 11, 2022, the last trading day before the public announcement of the merger, the implied per share purchase price is $41.79, with an aggregate transaction value of approximately $98.0 million.

MVB shareholders will continue to own their existing shares of MVB common stock following the merger. The value of the MVB common stock at the time of completion of the merger could be greater than, less than or the same as the value of MVB common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of MVB common stock (NASDAQ trading symbol “MVBF”) and IFH common stock (OTCQX trading symbol “IFHI”).

We expect the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, IFH shareholders generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of IFH common stock for MVB common stock in the merger, except with respect to any cash received by holders of IFH common stock in lieu of fractional shares of MVB common stock.

Based on the number of shares of IFH common stock outstanding or reserved for issuance as of December 6, 2022, MVB expects to issue approximately 2,709,443 million shares of MVB common stock to IFH shareholders in the aggregate in the merger. We estimate that former IFH shareholders will own approximately eighteen percent (18%) and existing MVB shareholders will own approximately eighty-two percent (82%) of the common stock of MVB following the completion of the merger. The amounts and percentages do not reflect adjustments based upon, or otherwise give effect to, any additional shares of MVB common stock that MVB may issue to prevent the termination of the merger agreement.

MVB and IFH will each hold a special meeting of our respective shareholders in connection with the merger. At its special meeting, in addition to other business, MVB will ask its shareholders to approve (i) the merger agreement and the transactions contemplated by the merger agreement, including the merger of IFH with and into MVB, with MVB as the surviving company, and the issuance of shares of MVB common stock as merger consideration and (ii) an amendment to MVB’s articles of incorporation to effect an increase in the number of authorized shares of MVB’s common stock. At its special meeting, IFH will ask its shareholders to approve the merger agreement. Information about these meetings and the merger is contained in this document. We urge you to read this document carefully and in its entirety.

The special meeting of IFH shareholders will be held on January 24, 2023 at 4:00 p.m, Eastern Time. The special meeting of MVB will be held virtually via the internet on January 25, 2023 at 10:00 a.m, Eastern Time.

Each of our boards of directors unanimously recommends that holders of common stock vote “FOR” each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards in their recommendations.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about MVB and IFH and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 25 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about MVB from documents that have been filed with the Securities and Exchange Commission that are incorporated into this joint proxy statement/prospectus by reference.

On behalf of the MVB and IFH boards of directors, thank you for your prompt attention to this important matter.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either MVB or IFH, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying joint proxy statement/prospectus is dated December 12, 2022, and is first being mailed to holders of MVB common stock and holders of IFH common stock on or about December 15, 2022.

This joint proxy statement/prospectus incorporates important business and financial information about MVB from documents filed with the Securities and Exchange Commission (the “SEC”), that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by MVB at no cost from the SEC’s website at http://www.sec.report. MVB has filed a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at the address set forth below. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting MVB at the contact information set forth below:

MVB Financial Corp.

301 Virginia Avenue

Fairmont, West Virginia 26554-2777

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your respective company’s shareholder meeting, or January 18, 2023 if you are an MVB shareholder and January 17, 2023 if you are an IFH shareholder.

If you are an MVB shareholder and have any questions about the merger agreement, the merger, the MVB special meeting or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus, need a proxy card or need help voting your shares of MVB common stock, please contact Lisa J. McCormick, Corporate Secretary of MVB, at (304) 363-4800 or by email to lmccormick@mvbbanking.com.

If you are an IFH shareholder and have any questions about the merger agreement, the merger, the IFH special meeting or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus, need a proxy card or need help voting your shares of IFH common stock, please contact Steven E. Crouse, EVP and Chief Financial Officer of IFH at (919) 861-8018 or by e-mail to steve@ifhinc.com.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated December 12, 2022, and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy statement/prospectus from another document is accurate as of the date of such other document or the date referenced in such other document with respect to particular information contained therein. Neither the mailing of this document to the shareholders of MVB or IFH nor the issuance by MVB of shares of MVB common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding IFH has been provided by IFH and information contained in this document regarding MVB has been provided by MVB. See “Where You Can Find More Information” for more details.

 

MVB Financial Corp.

301 Virginia Avenue

Fairmont, West Virginia 26554-2777

On August 12, 2022, MVB Financial Corp. (“MVB”) and Integrated Financial Holdings, Inc. (“IFH”) entered into an Agreement and Plan of Merger and Reorganization (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of holders of MVB common stock (the “MVB special meeting”) will be held on January 25, 2023 at 10:00 a.m., Eastern Time. We are pleased to notify you of, and invite you to, the MVB special meeting which will be held virtually via the Internet.

At the MVB special meeting, you will be asked to vote on the following matters:

As we continue to monitor the status of the COVID-19 (coronavirus) pandemic and in order to support the health and safety of our shareholders, employees and community, the MVB special meeting will be held in a virtual-only format conducted via live webcast, which means that you will be able to participate in substantially the same manner as if you were attending the meeting in person, including the ability to submit questions and vote your shares electronically during the meeting via live webcast. If you are a holder of record, you may attend the MVB special meeting by visiting www.virtualshareholdermeeting.com/MVBF2023SM and entering the 16-digit control number that is printed on your proxy card. If you are not a shareholder, you will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/MVBF2023SM and registering as a guest. If you enter the meeting as a guest, you will not be able to vote or submit questions during the meeting. You may log in beginning at 9:45 a.m. (Eastern Time) on January 25, 2023. The MVB special meeting will begin promptly at 10:00 a.m. (Eastern Time). An archived copy of the webcast will also be available under the Investor Relations tab on the Company’s website at www.mvbbanking.com through January 24, 2024.

The board of directors of MVB has fixed the close of business on December 6, 2022 as the record date for the MVB special meeting. Only holders of record of MVB common stock as of the close of business on the record date for the MVB special meeting are entitled to notice of the MVB special meeting or any adjournment or postponement thereof. Only holders of record of MVB common stock will be entitled to vote at the MVB special meeting or any adjournment or postponement thereof.

MVB has determined that holders of MVB common stock are not entitled to dissenters’ rights with respect to the proposed merger under the West Virginia Business Corporation Act.

The MVB board of directors unanimously recommends that holders of MVB common stock vote “FOR” the MVB merger proposal, “FOR” the MVB articles amendment proposal and “FOR” the MVB adjournment proposal. Your vote is important. We cannot complete the transactions contemplated by the merger agreement unless holders of MVB common stock approve the MVB merger proposal. Assuming that a quorum is present, the affirmative vote of a majority of the votes cast on the proposal is required to approve the MVB merger proposal and the MVB articles amendment proposal. Whether or not you plan to attend the MVB special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

December 12, 2022

 

Integrated Financial Holdings, Inc.

8450 Falls of Neuse Rd.

Suite 202

Raleigh, North Carolina 27615

To IFH Shareholders:

On August 12, 2022, MVB Financial Corp. (“MVB”) and Integrated Financial Holdings, Inc. (“IFH”) entered into an Agreement and Plan of Merger and Reorganization (as may be amended, modified or supplemented from time to time in accordance with its terms, the “merger agreement”). A copy of the merger agreement is attached as Annex A to the joint proxy statement/prospectus that accompanies this meeting notice.

NOTICE IS HEREBY GIVEN that a special meeting of the holders of IFH common stock (the “IFH special meeting”) will be held at IFH’s headquarters located at 8450 Falls of Neuse Rd., Suite 202, Raleigh, North Carolina 27615, on January 24, 2023 at 4:00 p.m., Eastern Time.

At the IFH special meeting, holders of IFH common stock will be asked to vote on the following matters:

IFH will transact no other business at the IFH special meeting, except for business that may properly come before the special meeting or any adjournment thereof in accordance with applicable law.

The board of directors of IFH has fixed the close of business on December 6, 2022 as the record date for the IFH special meeting. Only holders of record of IFH common stock as of the close of business on the record date for the IFH special meeting are entitled to notice of, and to vote at, the IFH special meeting or any adjournment or postponement thereof.

IFH has concluded that its shareholders are entitled to assert appraisal rights with respect to the IFH merger proposal. An IFH shareholder’s appraisal rights are conditioned on such holder’s strict compliance with the requirements of Article 13 of Chapter 55 of the North Carolina Business Corporation Act, (“NCBCA”). The full text of Article 13 is attached as Annex E to the accompanying joint proxy statement/prospectus.

The IFH board of directors unanimously recommends that holders of IFH common stock vote “FOR” the IFH merger proposal and “FOR” the IFH adjournment proposal.

We cannot complete the transactions contemplated by the merger agreement unless the holders of both IFH voting common stock and non-voting common stock approve the IFH merger proposal. Whether or not you plan to attend the IFH special meeting, we urge you to promptly (1) complete, sign, and date the enclosed proxy card and return it in the postage-paid envelope provided for that purpose or (2) follow the instructions provided on the enclosed proxy card for voting your shares of IFH common stock electronically by internet. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

December 12, 2022

The following are some questions that you may have about the merger and the MVB special meeting or the IFH special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger, the MVB special meeting or the IFH special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 159.

In this joint proxy statement/prospectus, unless the context otherwise requires:

In order to complete the merger, among other things:

MVB will hold the special meeting of MVB shareholders virtually via the internet (the “MVB special meeting”) to obtain approval of the MVB merger proposal.

MVB shareholders will also be asked to approve a proposal to approve an amendment to the MVB’s articles of incorporation to effect an increase in the number of authorized shares of MVB common stock from 20,000,000 to 40,000,000 (such amendment, the “MVB articles amendment” and such proposal, the “MVB articles amendment proposal”). The approval of the MVB articles amendment proposal is not a condition to the closing of the merger.

In addition, MVB shareholders will be asked to approve a proposal to adjourn the MVB special meeting to solicit additional proxies (i) if there are insufficient votes at the time of the MVB special meeting to approve the MVB merger proposal or the MVB articles amendment proposal or (ii) if adjournment is necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to MVB shareholders (the “MVB adjournment proposal”).

The special meeting of IFH shareholders will be held at IFH’s headquarters, located at 8450 Falls of Neuse Rd., Suite 202, Raleigh, North Carolina 27615, on January 24, 2023, at 4:00 p.m. Eastern time (the “IFH special meeting”) to obtain approval of the IFH merger proposal.

IFH shareholders will also be asked to approve a proposal to adjourn the IFH special meeting to solicit additional proxies (i) if there are insufficient votes at the time of the IFH special meeting to approve the IFH merger proposal or (ii) if adjournment is necessary or appropriate to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of IFH common stock (the “IFH adjournment proposal”).

This document is also a prospectus that is being delivered to holders of IFH common stock because, pursuant to the merger agreement, MVB is offering shares of MVB common stock to holders of IFH common stock.

This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the MVB and IFH special meetings. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Each share of IFH common stock issued and outstanding immediately prior to the effective time, except for any shares of IFH common stock owned by IFH as treasury stock or owned by IFH or MVB (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and except for shares for which appraisal rights have been exercised, will be converted into the right to receive 1.21 shares (the “exchange ratio”) of MVB common stock (the “merger consideration”).

After completion of the merger, IFH will cease to exist. Holders of MVB common stock will continue to own their existing shares of MVB common stock. See the information provided in the section entitled “The Merger Agreement—Structure of the Merger” beginning on page 122 and the merger agreement for more information about the merger.

The IFH special meeting will be held at IFH’s headquarters, located at 8450 Falls of Neuse Rd., Suite 202, Raleigh, North Carolina 27615, on January 24, 2023, at 4:00 p.m. Eastern time.

Even if you plan to attend your respective company’s special meeting, MVB and IFH recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.

At the IFH special meeting, IFH shareholders will be asked to consider and vote on the following proposals:

In order to complete the merger, among other things, MVB shareholders must approve the MVB merger proposal and IFH shareholders must approve the IFH merger proposal. None of the approvals of the MVB articles amendment proposal, the MVB adjournment proposal or the IFH adjournment proposal is a condition to the obligations of MVB or IFH to complete the merger.

 

If IFH provides notice of its intention to terminate the merger agreement as a result of certain changes in the trading price of MVB common stock relative to MVB’s historic price and the price of the NASDAQ Bank Index, MVB may elect to reinstate the merger agreement by adjusting the exchange ratio to increase the stock consideration (or MVB may make up such difference in cash).

IFH is permitted to terminate the merger agreement, in certain circumstances, if the market price of MVB common stock falls below certain thresholds. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 136 for a more detailed discussion of the circumstances under which IFH can terminate the merger agreement.

Immediately prior to the effective time (but contingent upon the closing), each award in respect of a share of IFH common stock subject to vesting, repurchase or other lapse restriction granted under an IFH stock plan that is unvested or contingent and outstanding immediately prior to the effective time (a “IFH Restricted Stock Award”) shall fully vest (with any performance-based vesting condition applicable to such IFH Restricted Stock Award deemed satisfied to the extent provided in the applicable award agreement) and shall be cancelled and converted automatically into the right to receive merger consideration in respect of each such share of IFH common stock under such IFH Restricted Stock Award, less applicable withholding taxes.

At the effective time, each equity award other than an IFH Stock Option or an IFH Restricted Stock Award (an “Other IFH Equity Award”), whether or not then vested or free of conditions to payment, automatically and without any action on the part of the holder thereof, shall be cancelled and converted into the right to receive a number of shares of MVB common stock equal to the product of (i) the number of shares of IFH common stock subject to such Other IFH Equity Award multiplied by (ii) 1.21, with cash payable in lieu of fractional shares.

and to vote at, the MVB special meeting. Each holder of MVB common stock is entitled to cast one (1) vote on each matter properly brought before the MVB special meeting for each share of MVB common stock that such holder owned of record as of the record date. As of December 6, 2022, there were 12,615,965 outstanding shares of MVB common stock.

Attendance at the special meeting is not required to vote. See below and the section entitled “The MVB Special Meeting—Proxies” beginning on page 53 for instructions on how to vote your shares of MVB common stock without attending the MVB special meeting.

Attendance at the special meeting is not required to vote. See below and the section entitled “The IFH Special Meeting—Voting Methods; Proxies and Incomplete Proxies” beginning on page 59 for instructions on how to vote your shares of IFH common stock without attending the IFH special meeting.

MVB Proposal 2: MVB articles amendment proposal. Approval of the MVB articles amendment proposal requires the affirmative vote of the majority of the votes cast on the proposal, assuming a quorum is present.

MVB Proposal 3: MVB adjournment proposal. Whether or not a quorum will be present at the meeting, approval of the MVB adjournment proposal requires the affirmative vote of a majority of the shares of MVB common stock having voting power present virtually or represented by proxy at the MVB special meeting.

If a shareholder marks “ABSTAIN” on the holder’s proxy, fails to submit a proxy or vote in person at the IFH special meeting, or fails to instruct such shareholder’s bank or broker how to vote with respect to the IFH merger proposal, it will have the same effect as a vote “AGAINST” the IFH merger proposal.

IFH adjournment proposal. Whether or not a quorum is present at the meeting, the IFH adjournment proposal will be approved by each voting group, if the votes cast with respect to that voting group at the IFH special meeting, in person or by proxy, in favor of the adjournment proposal exceed the votes cast against such proposal.

If a shareholder marks “ABSTAIN” on such holder’s proxy card, fails to submit a proxy or vote in person at the IFH special meeting or fails to instruct such shareholder’s bank or broker how to vote with respect to the IFH adjournment proposal, it will have no effect on the adjournment proposal.

Beneficial Owners. If you hold shares in a brokerage or other account in “street name,” you are a “beneficial owner” and your shares may be voted at the MVB special meeting or the IFH special meeting, as applicable, by you as described below. You should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide your broker, bank or nominee with instructions on how to vote your share or, if you wish to vote in person at the IFH special meeting, you must obtain a signed legal proxy from your bank, broker or nominee giving you the right to vote the shares. If you choose to vote your shares virtually at the MVB special meeting via the special meeting website, you will need the control number for the MVB special meeting, as described below.

MVB special meeting. If you are a record holder of MVB common stock, you will be able to attend the MVB special meeting online, ask questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/MVBF2023SM and following the instructions. Please have your control number, which can be found on your proxy card previously received, to access the meeting. If you are a beneficial owner, you also will be able to attend the MVB special meeting online, ask questions and vote during the meeting by visiting www.virtualshareholdermeeting.com/MVBF2023SM and following the instructions. Please have your control number, which can be found on the voting instructions provided by your bank, broker, trustee or other nominee, to access the meeting. Please review this information prior to the MVB special meeting to ensure you have access. If you are a beneficial owner and do not receive a control number, please contact your bank, broker, trustee or other nominee.

MVB encourages its shareholders to visit the meeting website above in advance of the MVB special meeting to familiarize themselves with the online access process. The virtual MVB special meeting platform is fully supported across browsers and devices that are equipped with the most updated version of applicable software and plugins. Shareholders should verify their internet connection prior to the MVB special meeting. Technical support information is provided on the sign-in page for all shareholders beginning 15 minutes prior to the start of the meeting. If you have difficulty accessing the virtual MVB special meeting during check-in or during the meeting, please contact technical support as indicated on the MVB special meeting sign-in page. Shareholders will have substantially the same opportunities to participate in the virtual MVB special meeting as they would have at a physical, in-person meeting. Shareholders as of the record date will be able to attend, vote, examine the shareholder list, and submit questions during a portion of the meeting via the online platform.

All IFH shareholders, including shareholders of record and shareholders who hold their shares in “street name” through a bank or a broker, are invited to attend the IFH special meeting.

Holders of record of IFH common stock can vote in person at the IFH special meeting. If you are not a shareholder of record of IFH common stock, you must obtain a valid appointment of proxy, executed in your favor, from the record holder of your shares, such as a bank or a broker, to be able to vote in person at the IFH special meeting. If you plan to attend the IFH special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the IFH special meeting. IFH reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the IFH special meeting is prohibited without IFH’s express written consent.

If you are a shareholder of record of your IFH shares, you can vote by completing, signing, dating and mailing your proxy card in the enclosed postage-paid return envelope. Alternatively, you may vote through the Internet. Information and applicable deadlines for voting through the Internet are set forth in the enclosed proxy card for the IFH special meeting and further described below. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. As discussed above, “street name” shareholders who wish to vote in person at the IFH special meeting will need to obtain a legal proxy from the institution that is the record holder of their IFH shares.

Even if you plan to attend the MVB special meeting or the IFH special meeting, as applicable, MVB and IFH recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.

Additional information on attending the special meetings can be found under the section entitled “The MVB Special Meeting—Attending the Virtual Special Meeting” on page 52 and under the section entitled “The IFH Special Meeting—Attending the IFH Special Meeting” on page 59.

If you are a record holder of MVB common stock or IFH common stock, you can vote your shares by proxy over the internet, by mail or, with respect to MVB shareholders, by telephone, by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name” as a beneficial owner of MVB common stock or IFH common stock, you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

Additional information on voting procedures can be found under the section entitled “The MVB Special Meeting—Attending the Virtual Special Meeting” on page 52 and under the section entitled “The IFH Special Meeting—Voting Methods; Proxies and Incomplete Proxies” on page 59.

A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one (1) proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at each of the MVB special meeting and the IFH special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the MVB special meeting or the IFH special meeting. If your bank, broker, trustee or other nominee holds your shares of MVB common stock or IFH common stock in “street name,” such entity will vote your shares of MVB common stock or IFH common stock only if you provide instructions on how to vote by complying with the instructions provided to you by your bank, broker, trustee or other nominee with this joint proxy statement/prospectus.

If you are a beneficial owner of MVB common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of MVB common stock:

If you are a beneficial owner of IFH common stock and you do not instruct your bank, broker, trustee or other nominee on how to vote your shares of IFH common stock:

For purposes of the IFH special meeting, an abstention occurs when an IFH shareholder attends the IFH special meeting and does not vote or returns a proxy with an “abstain” instruction.

The MVB board of directors and the IFH board of directors unanimously recommend that you vote “FOR” the MVB merger proposal and “FOR” the IFH merger proposal, respectively, and “FOR” the other proposals to be considered at the MVB special meeting and the IFH special meeting, respectively.

If you are a beneficial owner and your shares are held by a bank, broker, trustee or other nominee, you may change your vote by:

for a full understanding of the tax consequences to you of the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 140.

Record Holders: For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of MVB common stock or IFH common stock are voted.

Beneficial Owners: For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee in order to vote your shares.

IFH shareholders: If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact Steven E. Crouse, EVP and Chief Financial Officer of IFH at (919) 861-8018, or by e-mail to steve@ifhinc.com.

Some of the statements contained or incorporated by reference into this joint proxy statement/prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Any statement that does not describe historical or current facts is a forward-looking statement, including statements with respect to IFH’s and MVB’s beliefs, goals, intentions, and expectations regarding the proposed transaction, revenues, earnings, asset quality, and capital levels, among other matters; our estimates of future costs and benefits of the actions we may take; our assessments of interest rate and other market risks; our ability to achieve our financial and other strategic goals; the expected timing of completion of the proposed transaction; the expected costs of the transaction; the expected cost savings, synergies and other anticipated benefits from the proposed transaction; and other statements that are not historical facts.

Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “project,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. Forward-looking statements are based on current expectations, estimates and projections about IFH’s and MVB’s businesses, beliefs of IFH’s and MVB’s management and assumptions made by IFH’s and MVB’s management. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict, change over time, and many of which are beyond the control of MVB and IFH. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Future Factors include, among others:

These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which MVB, IFH, or their respective subsidiaries do business, including interest rate fluctuations, changes and trends in the securities markets, and other Future Factors.

For any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, MVB and IFH claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus or the dates of the documents incorporated by reference in this joint proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither MVB nor IFH undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that MVB has filed with the SEC as described under “Where You Can Find More Information” beginning on page 159.

MVB and IFH expressly qualify in their entirety all forward-looking statements attributable to either of them or any person acting on their behalf by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 23, MVB shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the MVB merger proposal, and IFH shareholders should carefully consider the following risk factors in deciding whether to vote for the approval of the IFH merger proposal. You should also read and consider risk factors specific to MVB’s business that will also affect the combined company after the merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of MVB’s Annual Report on Form 10-K for the year ended December 31, 2021, in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of MVB’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 159 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

In the merger, each share of IFH common stock issued and outstanding immediately prior to the effective time (except for certain shares owned by MVB or IFH), will be converted into 1.21 shares of MVB common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either MVB common stock or IFH common stock. Changes in the price of MVB common stock between now and the time of the merger will affect the value that IFH shareholders will receive in the merger. MVB is not permitted to terminate the merger agreement solely on the basis of any increase or decrease in the market price of MVB common stock or IFH common stock. IFH is not permitted to terminate the merger agreement as a result of any increase in the market price of IFH common stock. While IFH is permitted to terminate the merger agreement as a result of certain decreases in the market price of MVB common stock, such a right is subject to several limitations. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 136.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in MVB’s and IFH’s businesses, operations and prospects, volatility in the prices of securities in global financial markets, including market prices of MVB and other banking companies, the ongoing effects of the COVID-19 pandemic and regulatory considerations and tax laws, many of which are beyond MVB’s and IFH’s control. Therefore, at the time of the MVB special meeting and the IFH special meeting, MVB shareholders and IFH shareholders will not know the market value of the consideration that IFH shareholders will receive at the effective time. You should obtain current market quotations for shares of MVB common stock (NASDAQ: MVBF) and for shares of IFH voting common stock (OTCQX: IFHI).

In addition, the merger agreement provides that IFH may terminate the merger agreement if (i) the average of the per share closing prices of a share of MVB common stock during the twenty (20) consecutive full trading days ending on the trading day prior to the determination date (which we refer to as the “MVB market value”) is less than 82.5% of the average of the per share closing prices of a share of MVB common stock during the twenty (20) consecutive full trading days ending on August 11, 2022 (which we refer to as the “starting date”), the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement (which we refer to as the “initial MVB market value”), and (ii) the number obtained by dividing the MVB market value by the initial MVB market value is less than the number obtained by dividing the average of the closing prices of the NASDAQ Bank Index (BANK) for the twenty (20) consecutive full trading days ending on the trading day prior to the determination date by the average of the closing prices of the NASDAQ Bank Index (BANK) for the twenty (20) consecutive full trading days ending on the starting date and subtracting 0.175 from such quotient. If IFH elects to terminate the merger agreement in that instance, MVB may elect to reinstate the merger agreement by adjusting the exchange ratio to increase the stock consideration (or MVB may make up such difference in cash). If MVB makes such election to reinstate the merger agreement, then no termination will occur and the merger agreement will remain in effect according to its terms (except the consideration, which will have been adjusted). If MVB shareholders approve the MVB merger proposal, such approval will include any MVB shareholder approval required to issue such additional shares and/or cash up to the amount specified in the

merger agreement to reinstate the merger agreement and prevent termination. Accordingly, at the time of the MVB special meeting and the IFH special meeting, shareholders will not know or be able to definitively calculate the market price of MVB common stock that will be issued to IFH shareholders upon completion of the merger.

In the merger, IFH shareholders will become MVB shareholders. MVB’s business differs from that of IFH and certain adjustments may be made to MVB’s business as a result of this merger. Accordingly, the results of operations of the combined company and the market price of MVB common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of MVB and IFH. For a discussion of the business of MVB and of certain factors to consider in connection with its businesses, see the documents incorporated by reference in this joint proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 159.

The opinion from Stephens, MVB’s financial advisor, to MVB’s board of directors, was delivered on and dated August 11, 2022, and the opinion from Raymond James, IFH’s financial advisor, to IFH’s board of directors was delivered on and dated August 10, 2022. Changes in the operations and prospects of MVB or IFH, general market and economic conditions and other factors which may be beyond the control of MVB and IFH, including the ongoing effects of the COVID-19 pandemic on such market and economic conditions, and the market prices of MVB and IFH, may have altered the value of MVB or IFH or the prices of shares of MVB common stock and shares of IFH common stock as of the date of this joint proxy statement/prospectus, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of the date of this joint proxy statement/prospectus or as of any other date subsequent to the dates of those opinions.

MVB and IFH have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, financial printing and other printing costs and other related costs. Some of these costs are payable by either MVB or IFH regardless of whether or not the merger is completed. See “The Merger Agreement—Expenses and Fees” beginning on page 138.

MVB and IFH have incurred and expect to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, the combined company will incur integration costs following the completion of the merger as MVB and IFH integrate their businesses, including facilities and systems consolidation costs and employment-related costs. MVB and IFH may also incur additional costs to maintain employee morale and to retain key employees. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While MVB and IFH have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of MVB and IFH. To realize the anticipated benefits and cost savings from the merger, MVB and IFH must successfully integrate and combine their businesses in a manner that permits those cost

savings to be realized, without adversely affecting current revenues and future growth. If MVB and IFH are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the merger, which may adversely affect the value of the common stock of the combined company following the completion of the merger.

MVB and IFH have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of MVB and IFH during this transition period and for an undetermined period after completion of the merger on the combined company.

The ability of MVB and IFH to complete the merger could be adversely impacted by a widespread outbreak of contagious disease, such as the recent spread of COVID-19 and its variants. The spread of COVID-19 caused widespread business disruption and economic uncertainty. The continued spread of COVID-19, or the spread of other contagious diseases, may delay and adversely affect the ability of MVB and IFH to complete the merger and integrate the businesses of MVB and IFH.

The extent to which the COVID-19 pandemic will negatively affect the business, financial condition, liquidity, capital and results of operations of the combined company following the completion of the merger will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic, the direct and indirect impact of the COVID-19 pandemic on employees, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on the combined company’s business, and there is no guarantee that efforts by the combined company to address the adverse impacts of the COVID-19 pandemic will be effective.

Even after the COVID-19 pandemic has subsided, the combined company may continue to experience adverse impacts to its business as a result of the COVID-19 pandemic’s global economic impact, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

Following the merger, the size of the business of the combined company will increase beyond the current size of either MVB’s or IFH’s business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increased size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, revenue enhancement or other benefits currently anticipated from the merger.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by MVB and IFH. It is possible that these employees may

decide not to remain with MVB or IFH, as applicable, while the merger is pending or with the combined company after the merger is consummated. If MVB and IFH are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, MVB and IFH could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. MVB and IFH also may not be able to locate or retain suitable replacements for any key employees who leave either company. See “The Merger—Governance of the Combined Company After the Merger” beginning on page 115.

Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained from regulatory authorities. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals” beginning on page 115. These approvals could be delayed or not obtained at all, including due to an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, despite the parties’ commitments to using their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, neither MVB nor IFH, nor any of their respective subsidiaries, is permitted (without the written consent of the other party), to take, or agree to take, any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the required permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on the combined company and its subsidiaries, taken as a whole, after giving effect to the merger and the bank merger. See “The Merger—Regulatory Approvals” beginning on page 115.

The unaudited pro forma consolidated financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma consolidated financial information reflects adjustments, which are based upon preliminary estimates, to record the IFH identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The merger consideration value allocation reflected in this document is preliminary, and the final allocation thereof will be based upon the value of the actual merger consideration and the fair value of the assets and liabilities of IFH as of the date of the completion of the merger. Accordingly, the actual value of the merger consideration may vary significantly from the value used in preparing the unaudited pro forma consolidated financial information in this document. Accordingly, the final acquisition accounting adjustments

may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Consolidated Financial Statements” beginning on page 32.

MVB shareholders and IFH shareholders should be aware that some of IFH’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of MVB shareholders and IFH shareholders. These interests and arrangements may create potential conflicts of interest. The IFH board of directors was aware of these respective interests and considered these interests, among other matters, when making its decision to adopt the merger agreement, and in recommending that the IFH shareholders vote to approve the merger agreement. For a more complete description of these interests, please see “The Merger—Interests of IFH Directors and Executive Officers in the Merger” beginning on page 111.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (i) approval by IFH shareholders of the IFH merger proposal and the approval by MVB shareholders of the MVB merger proposal; (ii) authorization for listing on NASDAQ of the shares of MVB common stock to be issued in the merger, subject to official notice of issuance; (iii) the receipt of required regulatory approvals; (iv) effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part; and (v) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger or any of the other transactions contemplated by the merger agreement illegal. Each party’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to applicable materiality standards, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) the receipt by each party of an opinion from its counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. MVB’s obligation to complete the merger is also subject to certain employment agreements remaining in effect and no more than 10% of IFH common stock being held by persons who have exercised appraisal rights.

These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the requisite shareholder approvals, or MVB or IFH may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 136.

If the merger is not completed for any reason, including as a result of MVB shareholders failing to approve the MVB merger proposal or IFH shareholders failing to approve the IFH merger proposal, there may be various adverse consequences and MVB and/or IFH may experience negative reactions from the financial markets and from their respective customers and employees. For example, MVB’s or IFH’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of MVB common stock or IFH common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. MVB and/or IFH also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against MVB or IFH to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, IFH may be required to pay a termination fee of $3.9 million to MVB.

Additionally, each of MVB and IFH has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing this joint proxy statement/prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, MVB and IFH would have to pay these expenses without realizing the expected benefits of the merger.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on MVB and IFH. These uncertainties may impair MVB’s or IFH’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with MVB or IFH to seek to change existing business relationships with MVB or IFH. In addition, subject to certain exceptions, MVB and IFH have each agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the merger agreement on a timely basis without the consent of the other party. These restrictions may prevent MVB and/or IFH from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 127 for a description of the restrictive covenants applicable to MVB and IFH.

Whether or not the merger is ultimately consummated, as a result of uncertainty related to the proposed transaction, risks relating to the impact of the announcement of the merger on MVB’s and IFH’s business include the following:

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact each party’s results of operations and financial condition.

The merger agreement contains “no shop” covenants that restrict IFH’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by IFH’s board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $3.9 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in

acquiring all or a significant part of IFH from considering or proposing that acquisition. For more information, see “The Merger Agreement—Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” and “The Merger Agreement—Meetings; Recommendation of IFH’s and MVB’s Boards of Directors” beginning on pages 134 and 133 respectively.

In the merger, IFH shareholders will become MVB shareholders and their rights as shareholders will be governed by West Virginia law and the governing documents of the combined company following the merger. The rights associated with MVB common stock are different from the rights associated with IFH common stock. See “Comparison of the Rights of Holders of MVB Common Stock and Holders of IFH Common Stock” beginning on page 146 for a discussion of the different rights associated with MVB common stock.

MVB shareholders and IFH shareholders currently have the right to vote in the election of the board of directors and on other matters affecting MVB and IFH, respectively. When the merger is completed, each MVB shareholder and each IFH shareholder will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of either MVB or IFH individually, as applicable, prior to the consummation of the merger. Based on the number of shares of MVB and IFH common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of MVB common stock expected to be issued in the merger, the former IFH shareholders, as a group, are estimated to own approximately eighteen percent (18%) of the fully diluted shares of the combined company immediately after the merger and current MVB shareholders as a group are estimated to own approximately eighty-two percent (82%) of the fully diluted shares of the combined company immediately after the merger. The amounts and percentages do not reflect adjustments based upon, or otherwise give effect to, any additional shares of MVB common stock that MVB may issue to prevent the termination of the merger agreement. Because of this, IFH shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of IFH, and MVB shareholders may have less influence on the management and policies of the combined company than they now have on the management and policies of MVB.

Issuance of shares of MVB common stock in connection with the merger may adversely affect the market price of MVB common stock.

In connection with the payment of the merger consideration, in addition to exchanging outstanding and unexercised options granted by IFH to purchase shares of IFH common stock with options to purchase MVB common stock, MVB expects to issue approximately 2.7 million shares of MVB common stock to IFH shareholders. The issuance of these new shares of MVB common stock may result in fluctuations in the market price of MVB common stock, including a stock price decrease.

Shareholders of MVB and/or shareholders of IFH may file lawsuits against MVB, IFH and/or the directors and officers of either company in connection with the merger. One of the conditions to the closing is that no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement be in effect. If any plaintiff were successful in obtaining an injunction prohibiting MVB or IFH defendants from completing the merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to MVB and/or IFH, including any cost associated with the indemnification of directors and officers of each company. MVB and IFH may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of MVB and IFH and could prevent or delay the completion of the merger.

The following unaudited pro forma consolidated financial information combines the historical consolidated financial position and results of operations of MVB and IFH as an acquisition of IFH by MVB. The merger agreement was entered into on August 12, 2022, and provides that each share of IFH common stock issued and outstanding immediately prior to the effective time (except for (i) shares of IFH common stock owned by IFH or MVB or a subsidiary of either (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and (ii) Appraisal Shares, as defined in the merger agreement) will be converted into the right to receive 1.21 shares of MVB common stock.

The merger agreement provides that IFH may elect to terminate the merger agreement as a result of certain changes in the trading price of MVB common stock relative to MVB’s historic price and the price of the NASDAQ Bank Index. In the event IFH were to exercise its termination right, MVB may elect to reinstate the merger agreement by adjusting the exchange ratio to increase the stock consideration (or MVB may make up such difference in cash). See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 136 for a more detailed discussion of the circumstances under which IFH can terminate the merger agreement. While IFH’s right to terminate the merger agreement will depend on the trading price of MVB common stock during the twenty (20) consecutive full trading days ending on the trading day prior to the determination date, if such measurement period were to end as of November 25, 2022, IFH would be able to exercise its termination right and MVB would have the right to reinstate the merger agreement by increasing the exchange ratio to approximately 1.326 shares of MVB common per share of IFH common (“termination right ratio”). The following unaudited pro forma consolidated financial information is presented in two separate tables, one assuming the exchange ratio, as of the date indicated, is applicable and the other assuming that the termination right ratio, as of the date indicated, is applicable. For the avoidance of doubt, IFH does not have a current right to terminate the merger agreement and the unaudited pro forma consolidated financial information based upon the termination right ratio is presented solely for informational purposes to illustrate the impact of a hypothetical increase in the exchange ratio (based on currently available information) in the event IFH were to terminate the merger agreement and MVB elected to reinstate the merger agreement via an increase in the exchange ratio. The actual change in the exchange ratio, if any, will not be known until the determination date and cannot be determined at this time.

The unaudited pro forma consolidated financial information has been prepared to give effect to the following:

The following unaudited pro forma consolidated financial information and accompanying notes are based upon and should be read in conjunction with (i) the historical audited consolidated financial statements of MVB and accompanying notes included in MVB’s Annual Report on Form 10-K for the year ended December 31, 2021 and the historical unaudited consolidated financial statements of MVB and accompanying notes included in MVB’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, each of which is incorporated by reference herein, and (ii) the historical audited consolidated financial statements of IFH and accompanying notes for the year ended December 31, 2021 and the historical unaudited consolidated financial statements of IFH and accompanying notes for the period ended September 30, 2022.

Two separate tables for each of the pro forma consolidated income statements and accompanying pro forma consolidated balance sheets are presented below. The only difference between the two separate tables is that one assumes that the exchange ratio, as of the date indicated, is 1.21 and the other assumes that the termination right ratio, as of the date indicated, is 1.326.

The unaudited pro forma consolidated income statements for the nine months ended September 30, 2022 and year ended December 31, 2021 combine the historical consolidated income statements of MVB and IFH, giving effect to the merger as if it had been completed on January 1, 2021. The accompanying unaudited pro forma

consolidated balance sheet as of September 30, 2022 combines the historical consolidated balance sheets of MVB and IFH, giving effect to the merger as if it had been completed on September 30, 2022.

The unaudited pro forma consolidated financial information is provided for illustrative information purposes only. The unaudited pro forma consolidated financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma consolidated financial information has been prepared by MVB in accordance with Regulation S-X Article 11, Pro Forma Financial Information.

The unaudited pro forma consolidated financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma consolidated financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the merger.

As of the date of this joint proxy statement/prospectus, MVB has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of IFH’s assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain IFH assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary values. A final determination of the fair value of IFH’s assets and liabilities will be based on IFH’s actual assets and liabilities as of the closing date, and market factors affecting assumptions as of that date, and therefore cannot be made prior to the completion of the merger. In addition, the value of the merger consideration to be paid by MVB in shares of MVB common stock upon the completion of the merger will be determined based on the closing price of MVB common stock on the closing date and the number of issued and outstanding shares of IFH common stock immediately prior to the closing. Actual adjustments may differ from the amounts reflected in the unaudited pro forma consolidated financial information, and such differences may be material.

Further, MVB has not identified all adjustments necessary to conform IFH’s accounting policies to MVB’s accounting policies. Upon completion of the merger, or as more information becomes available, MVB will perform a more detailed review of IFH’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information.

As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma consolidated financial information. MVB estimated the fair value of certain IFH assets and liabilities based on a preliminary valuation analysis, due diligence information, information presented in IFH’s financial statements and other publicly available information. Until the merger is completed, both companies are limited in their ability to share certain information.

Upon completion of the merger, a final determination of the fair value of the IFH assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase price as compared with the information shown in the unaudited pro forma consolidated financial information may change the amount of the total purchase price allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of income. The final purchase price allocation may be materially different than the preliminary purchase price allocation presented in the unaudited pro forma consolidated financial information.

The following unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated income statements assume that the exchange ratio of 1.21 is applicable as of the dates indicated.