10-K/A: MVB Financial Amends 10-K, Adds Warp Speed Financials

MVB Financial Corp. filed an amendment to its 2025 Annual Report on Form 10-K to include the required financial statements for its significant subsidiary, Warp Speed Holdings LLC.

Summary

• MVB Financial Corp. filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• The amendment primarily includes the separate financial statements of Warp Speed Holdings LLC (Warp Speed) for the years ended December 31, 2025, 2024, and 2023, as required by SEC Rule 3-09.
• Warp Speed Holdings LLC, a mortgage lending and financial services holding company, reported a significant increase in net income to $25,847,757 in 2025 from $6,809,301 in 2024, reversing a net loss of $2,444,603 in 2023.
• Total revenue for Warp Speed grew to $99,569,007 in 2025, up from $95,635,669 in 2024 and $68,775,052 in 2023.
• Warp Speed's total assets increased to $1,990,315,027 in 2025 from $1,791,776,318 in 2024, while total liabilities rose to $1,905,437,289 from $1,735,757,657 over the same period.
• The company completed a reorganization in 2025 to align ownership and centralize certain corporate, administrative, and lending functions, which did not impact consolidated financials but affected presentation.
• Warp Speed deconsolidated several variable interest entities (VIEs) in 2025 and 2024, including LoanSky, HQ, M2B, Team One Home Loans LLC, and Partner Home Loans LLC, and now accounts for them as equity method affiliates.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a positive filing, primarily due to the strong financial performance of Warp Speed Holdings LLC, which shows significant growth in net income and revenue, indicating effective operational management within a challenging industry landscape.

Positives

• Warp Speed Holdings LLC achieved a substantial increase in net income, reaching $25,847,757 in 2025, up from $6,809,301 in 2024 and a loss of $2,444,603 in 2023.
• Total revenue for Warp Speed Holdings LLC showed consistent growth, increasing to $99,569,007 in 2025 from $95,635,669 in 2024 and $68,775,052 in 2023.
• Warp Speed Holdings LLC's total assets grew by approximately 11% to $1,990,315,027 in 2025 from $1,791,776,318 in 2024.
• Total members' equity for Warp Speed Holdings LLC significantly increased to $84,877,738 in 2025 from $56,018,661 in 2024.
• Interest income (expense) for Warp Speed Holdings LLC turned positive in 2025 at $4,962,695, compared to negative figures of ($11,082,410) in 2024 and ($6,236,596) in 2023.
• The company received $2,116,797 in Employee Retention Credit (ERC) during 2025, with the remaining $2,005,685 receivable collected in full subsequent to year-end.

Negatives

• Warp Speed Holdings LLC's Mortgage Loans Held for Sale (MLHS) decreased to $205,278,530 in 2025 from $218,984,033 in 2024.
• Mortgage Loans Held for Investment (MLHI) for Warp Speed Holdings LLC also decreased to $243,657,710 in 2025 from $281,682,023 in 2024.
• Outstanding commitments to extend credit for Warp Speed Holdings LLC decreased to $101,810,000 in 2025 from $123,605,000 in 2024, potentially indicating a slowdown in future loan origination activity.
• Warp Speed Holdings LLC's total liabilities increased to $1,905,437,289 in 2025 from $1,735,757,657 in 2024, outpacing asset growth in absolute terms.

Risks

• Economic Risk: Exposure to interest rate risk and credit risk, which can impact loan origination, asset values (MLHS, MSRs), and borrowing costs.
• Financing and Liquidity Risk: Heavy reliance on financing arrangements (e.g., Securities Financing Arrangement) secured by a significant portion of assets, with contractual terms that may require additional collateral or repayment under specified circumstances.
• Regulatory Risk: Subject to comprehensive federal, state, and local regulations, as well as requirements from secondary market investors (FNMA, FHLMC) and state regulators, with potential for remedial actions if compliance is not met.
• Market Conditions: Existing economic conditions such as market volatility, geopolitical risks, inflation, and uncertainties in the banking sector and residential real estate market can materially and adversely affect revenue and results of operations.

Future Outlook

The filing does not provide explicit forward-looking guidance or a future outlook for MVB Financial Corp. beyond the standard certifications. For Warp Speed Holdings LLC, the company intends to renew its financing facilities when they mature, and the remaining Employee Retention Credit receivable of $2,005,685 was collected in full subsequent to year-end 2025.

Management Comments

• "Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report."
• "Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report."
• "The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures... and internal control over financial reporting... for the registrant."
• "The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company."

Industry Context

StockSavvy.ai notes that Warp Speed Holdings LLC's strong revenue growth and return to significant profitability in 2025, following a loss in 2023, indicates a robust recovery and adaptation within the mortgage lending and financial services sector. This performance contrasts with the broader industry's challenges, such as interest rate volatility and economic uncertainties, suggesting effective management of its diverse portfolio of services including residential mortgage lending, title/escrow, and insurance. The strategic reorganization and centralization of functions also reflect an effort to optimize operations in a dynamic market.

Comparison to Industry Standards

• The significant increase in Warp Speed Holdings LLC's net income to $25.8 million in 2025 from a loss in 2023 demonstrates a strong turnaround, potentially outperforming many smaller to mid-sized mortgage lenders that have struggled with higher interest rates and reduced origination volumes in recent years.
• The growth in total assets to nearly $2 billion and members' equity to $84.8 million for Warp Speed Holdings LLC suggests a solid capital base and balance sheet strength, which is crucial for navigating the capital-intensive mortgage banking industry, especially when compared to regional competitors facing tighter liquidity.
• The positive shift in interest income (expense) for Warp Speed Holdings LLC in 2025, moving from negative figures in prior years, indicates improved asset-liability management or a more favorable interest rate environment for its specific portfolio compared to some industry peers heavily exposed to rising funding costs.

Legal Proceedings

• Warp Speed Holdings LLC may be involved in various legal and regulatory proceedings, lawsuits, or other claims arising in the ordinary course of business.
• Based on management's knowledge, Warp Speed Holdings LLC is currently not subject to any material adverse litigation, nor is any material adverse litigation currently threatened against the company.

Related Party Transactions

• Warp Speed Holdings LLC paid $1,028,344 in 2025, $1,829,759 in 2024, and $2,731,356 in 2023 for business continuation insurance premiums to a related insurance entity.
• A consulting agreement with a management services company resulted in $888,000 in management fees for each of the years 2023, 2024, and 2025, plus a variable performance fee (accrued $3,683,848 in 2025).
• In 2025, Warp Speed Holdings LLC assigned and novated a repurchase financing arrangement to a related party, providing an unconditional guarantee of the related party's obligations (maximum potential undiscounted future payments of approximately $34,905,938).
• Warp Speed Holdings LLC entered into a financing arrangement with a related entity in 2025, with $1,070,000 due from the related entity at year-end.
• Warp Speed Holdings LLC began providing warehouse financing to certain equity method affiliates in 2025, with $1,241,285 outstanding at year-end.
• Certain promissory notes totaling $18,995,000 in 2025 and $20,000,000 in 2024 are held by members of the Company.

Stakeholder Impact

• Shareholders (MVB Financial Corp.): The inclusion of detailed financials for a significant subsidiary provides greater transparency and a clearer picture of the consolidated entity's performance and risk profile, which can aid investment decisions.
• Employees (Warp Speed Holdings LLC): The company maintains a 401(k) plan with discretionary contributions and has a self-funded insurance plan, indicating ongoing employee benefits. The reorganization in 2025 involved employee transfers, suggesting internal restructuring.
• Customers (Warp Speed Holdings LLC): The company's continued engagement in residential mortgage lending, title/escrow, and insurance services indicates ongoing service provision to its customer base.
• Creditors (Warp Speed Holdings LLC): The company's reliance on various financing facilities and repurchase lines of credit, along with guarantees provided, highlights its relationships with financial institutions. Compliance with debt covenants is crucial for maintaining these relationships.
• Regulatory Authorities: The filing itself is a response to SEC Rule 3-09, demonstrating compliance with regulatory requirements for financial disclosures.

Next Steps

• MVB Financial Corp. will incorporate portions of its definitive proxy statement relating to the 2026 Annual Meeting of Shareholders into Part III of this Annual Report on Form 10-K.
• Warp Speed Holdings LLC intends to renew its financing facilities when they mature, with several agreements expiring in September 2026.
• The remaining $2,005,685 Employee Retention Credit receivable outstanding at December 31, 2025, was collected in full subsequent to year-end.

Key Dates

Recommendation

While Warp Speed Holdings LLC's financial performance shows significant improvement with strong net income and revenue growth, the filing is an amendment primarily providing subsidiary financials rather than new strategic direction for MVB Financial Corp. The mortgage industry faces ongoing economic and interest rate risks, and the company's reliance on various financing arrangements and related party transactions warrant careful monitoring. The positive subsidiary performance supports a 'hold' rating, suggesting continued observation of the parent company's overall strategy and market conditions.

Keywords

MVB Financial Corp, Warp Speed Holdings LLC, SEC Filing, 10-K/A, Financial Statements, Mortgage Lending, Financial Services, Net Income, Revenue Growth, Assets, Liabilities, Equity, Mortgage Servicing Rights, Related Party Transactions, Regulatory Compliance, Risk Management, Corporate Governance, SEC Rule 3-09