Exhibit 99.5

MVB Financial Corp.

Unaudited Pro Forma Consolidated Balance Sheet and Statements of Income

The unaudited pro forma consolidated balance sheet assumes that MVB Financial Corp.’s (“MVB”) investment in Warp Speed Holdings LLC (“Warp Speed”) occurred on September 30, 2022 and the unaudited pro forma consolidated statements of income assume that MVB’s investment in Warp Speed occurred on January 1, 2021. The unaudited pro forma adjustments are based on available information and certain estimates and assumptions that MVB believes are factually supportable, directly attributable to the transaction and are expected to have a continuing impact with respect to MVB’s consolidated statements of operations. The unaudited pro forma consolidated statements of income are not necessarily indicative of what actual results of operations would have been had the transaction occurred on the first day of the period presented, nor does it purport to represent the results of operations for future periods.

The consideration paid by MVB for the investment in Warp Speed was comprised of $38.4 million in cash, plus 313,030 shares of newly-issued common stock of MVB, with an aggregate value of $9.7 million. As a result of the investment, MVB owns 37.5% of Warp Speed and will account for its investment in Warp Speed as an equity method investment in its consolidated financial statements.

The pro forma information has been prepared in accordance with Article 11 of Regulation S-X and are based upon and should be read in conjunction with the historical consolidated financial statements and notes thereto as filed in MVB’s Annual Report on Form 10-K for the year ended December 31, 2021, MVB’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 and the financial statements of Calcon Mutual Mortgage LLC (“Calcon”) and OneTrust International LLC (“OneTrust”), filed as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K. Warp Speed serves as a holding company for four entities: Calcon, OneTrust, Yellowstone Global Investments LLC (“Yellowstone”) and Click2Bind Insurance Services, LLC (“Click2Bind”). MVB has obtained from the staff of the Securities and Exchange Commission a waiver from the requirements of Rule 3-05 of Regulation S-X to provide audited financial statements for Yellowstone and Click2Bind. Accordingly, MVB has not provided financial statements with respect to these entities.

Unaudited Pro Forma Consolidated Balance Sheet

As of September 30, 2022

(in thousands)		MVB Historical				Pro Forma Adjustments								Pro Forma Combined
ASSETS
Cash and cash equivalents:
Cash and due from banks		$	6,852			$	—							$	6,852
Interest-bearing balances with banks			73,094				(38,404	)			(i	)			44,590
							10,000				(ii	)
							(100	)			(ii	)
Total cash and cash equivalents			79,946				(28,504	)							51,442
Investment securities available-for-sale			366,742				—								366,742
Equity securities			34,101				—								34,101
Loans held-for-sale			19,977				—								19,977
Loans receivable			2,471,395				—								2,471,395
Allowance for loan losses			(26,515	)			—								(26,515	)
Loans receivable, net			2,444,880				—								2,444,880
Premises and equipment			24,668				—								24,668
Bank-owned life insurance			42,992				—								42,992
Equity method investments			37,871				47,983				(iii	)			87,268
							1,414				(iv	)
Accrued interest receivable and other assets			84,757				(502	)			(iv	)			84,255
Goodwill			3,988				—								3,988
TOTAL ASSETS		$	3,139,922			$	20,391							$	3,160,313
LIABILITIES
Deposits:
Noninterest-bearing		$	1,411,772			$	—							$	1,411,772
Interest-bearing			1,285,186				—								1,285,186
Total deposits			2,696,958				—								2,696,958
Accrued interest payable and other liabilities			42,144				912				(iv	)			43,056
Repurchase agreements			9,910				—								9,910
FHLB and other borrowings			73,328				10,000				(ii	)			83,228
							(100	)			(ii	)
Subordinated debt			73,222				—								73,222
Total liabilities			2,895,562				10,812								2,906,374
STOCKHOLDERS’ EQUITY
Common stock			13,135				313				(i	)			13,448
Additional paid-in capital			146,950				9,266				(i	)			156,216
Retained earnings			140,546				—								140,546
Accumulated other comprehensive income			(39,977	)			—								(39,977	)
Treasury stock			(16,741	)			—								(16,741	)
Total equity attributable to parent			243,913				9,579								253,492
Noncontrolling interest			447				—								447
Total stockholders’ equity			244,360				9,579								253,939
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	3,139,922			$	20,391							$	3,160,313

Unaudited Pro Forma Consolidated Income Statement

Nine Months Ended September 30, 2022

(in thousands, except per share data)		MVB Historical				Pro Forma Adjustments								Pro Forma Combined
INTEREST INCOME
Interest and fees on loans		$	79,074			$	—							$	79,074
Interest on deposits with banks			654				—								654
Interest on investment securities			2,383				—								2,383
Interest on tax-exempt loans and securities			3,144				—								3,144
Total interest income			85,255				—								85,255
INTEREST EXPENSE
Interest on deposits			4,291				—								4,291
Interest on short-term borrowings			326				393				(v	)			719
Interest on subordinated debt			2,284				—								2,284
Total interest expense			6,901				393								7,294
NET INTEREST INCOME			78,354				(393	)							77,961
Provision for loan losses			11,500				—								11,500
Net interest income after provision for loan losses			66,854				(393	)							66,461
NONINTEREST INCOME
Payment card and service charge income			9,970				—								9,970
Insurance and investment services income			667				—								667
Gain on sale of available-for-sale securities, net			650				—								650
Gain on sale of equity securities, net			(56	)			—								(56	)
Gain on sale of loans, net			3,786				—								3,786
Holding loss on equity securities, net			(146	)			—								(146	)
Compliance and consulting income			11,355				—								11,355
Equity method investment income			666				1,045				(vi	)			1,711
Equity method investment gain.			1,874				—								1,874
Other operating income			3,204				—								3,204
Total noninterest income			31,970				1,045								33,015
NONINTEREST EXPENSE
Salaries and employee benefits			55,260				—								55,260
Occupancy expense			3,009				—								3,009
Equipment depreciation and maintenance			4,012				—								4,012
Data processing and communications			3,110				—								3,110
Marketing, contributions and sponsorships			746				—								746
Professional fees			8,034				—								8,034
Insurance, tax and assessment expense			1,777				—								1,777
Travel, entertainment, dues and subscriptions			6,355				—								6,355
Other operating expenses			6,343				(271	)			(vii	)			6,072
Total noninterest expense			88,646				(271	)							88,375
Income before income taxes			10,178				923								11,101
Income taxes			2,161				240				(viii	)			2,401
Net income before noncontrolling interest			8,017				683								8,700
Net loss attributable to noncontrolling interest			521				—								521
Net income		$	8,538			$	683							$	9,221
Weighted-average shares outstanding:
Basic			12,170,028				313,030				(ix	)			12,483,058
Diluted			12,852,574				313,030				(ix	)			13,165,604
Earnings per share:
Basic		$	0.70											$	0.74
Diluted		$	0.66											$	0.70

Unaudited Pro Forma Consolidated Income Statement

Year Ended December 31, 2021

(in thousands, except per share data)		MVB Historical				Pro Forma Adjustments								Pro Forma Combined
INTEREST INCOME
Interest and fees on loans		$	75,282			$	—							$	75,282
Interest on deposits with banks			506				—								506
Interest on investment securities			2,405				—								2,405
Interest on tax-exempt loans and securities			5,236				—								5,236
Total interest income			83,429				—								83,429
INTEREST EXPENSE
Interest on deposits			3,977				—								3,977
Interest on short-term borrowings			105				560				(v	)			665
Interest on subordinated debt			2,188				—								2,188
Total interest expense			6,270				560								6,830
NET INTEREST INCOME			77,159				(560	)							76,599
Release of allownace for loan losses			(6,275	)			—								(6,275	)
Net interest income after provision for loan losses			83,434				(560	)							82,874
NONINTEREST INCOME
Payment card and service charge income			7,524				—								7,524
Insurance and investment services income			1,003				—								1,003
Gain on sale of available-for-sale securities, net			3,875				—								3,875
Gain on sale of equity securities, net			5				—								5
Gain on sale of loans, net			4,178				—								4,178
Holding gain on equity securities, net			3,776				—								3,776
Compliance and consulting income			9,625				—								9,625
Equity method investment income			17,428				9,695				(vi	)			27,123
Gains on acquisition and divestiture activity			10,783				—								10,783
Other operating income			4,399				—								4,399
Total noninterest income			62,596				9,695								72,291
NONINTEREST EXPENSE
Salaries and employee benefits			60,210				—								60,210
Occupancy expense			4,347				—								4,347
Equipment depreciation and maintenance			4,642				—								4,642
Data processing and communications			4,431				—								4,431
Marketing, contributions and sponsorships			525				—								525
Professional fees			10,770				—								10,770
Insurance, tax and assessment expense			2,032				—								2,032
Travel, entertainment, dues and subscriptions			5,092				—								5,092
Other operating expenses			5,403				—								5,403
Total noninterest expense			97,452				—								97,452
Income before income taxes			48,578				9,135								57,713
Income taxes			9,882				2,375				(viii	)			12,257
Net income before noncontrolling interest			38,696				6,760								45,456
Net loss attributable to noncontrolling interest			425				—								425
Net income			39,121				6,760								45,881
Preferred dividends			35				—								35
Net income available to common shareholders		$	39,086			$	6,760							$	45,846
Weighted-average shares outstanding:
Basic			11,778,557				313,030				(ix	)			12,091,587
Diluted			12,613,620				313,030				(ix	)			12,926,650
Earnings per share:
Basic		$	3.32											$	3.79
Diluted		$	3.10											$	3.55

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME

1. Adjustments to Unaudited Pro Forma Consolidated Balance Sheet and Statements of Income

The adjustments included in the unaudited pro forma consolidated financial statements as of and for the nine months ended September 30, 2022 and the unaudited pro forma consolidated statement of income for the year ended December 31, 2021 are as follows:

(i) Reflects the payment of $38.4 million of cash and the issuance of 313,030 shares of MVB common stock, with a value of $30.60 per share, for an aggregate value of $9.6 million;

(ii) Reflects a senior term loan of $10.0 million, net of $0.1 million of related fees, in connection with the investment in Warp Speed;

(iii) Reflects the recording of $48.0 million as an equity method investment in Warp Speed;

(iv) Reflects the capitalization of direct transactions costs of $1.4 million;

(v) Reflects the recognition of interest expense of $0.4 million and $0.6 million for the nine months ended September 30, 2022 and year ended December 31, 2021, respectively, at an annual rate of 2.75%, plus term secured overnight financing rate, as a result of the senior term loan;

(vi) Reflects the recording of MVB’s share of Warp Speed net income of $1.0 million and $9.7 million for the nine months ended September 30, 2022 and year ended December 31, 2021, respectively (note that the Warp Speed net income for the nine months ended September 30, 2022 is net of the elimination of intercompany income of $0.3 million between MVB and Warp Speed from Warp Speed’s statement of income);

(vii) Reflects the elimination of intercompany expense of $0.3 million between MVB and Warp Speed from MVB’s statement of income for the nine months ended September 30, 2022;

(viii) Reflects the recording of the income tax impact of the aforementioned statement of income items; and

(ix) Reflects the increase in weighted-average shares outstanding for the issuance of 313,030 MVB common shares.