fvcb-20240910

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2024

FVCBankcorp, Inc.

(Exact name of registrant as specified in its charter)


Virginia	001-38647	47-5020283
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Number)

11325 Random Hills Road

Fairfax, Virginia 22030

(Address of Principal Executive Offices) (Zip Code)

(703) 436-3800

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):


¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered under Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

FVCB

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2024, B. Todd Dempsey, Executive Vice President and Chief Operating Officer (“COO”) of FVCBankcorp, Inc. (the “Company”) and its wholly owned subsidiary FVCbank (the “Bank”), notified the Company of his intent to retire from the Company and the Bank effective November 1, 2024, and will step down as COO on that date.

As COO, Mr. Dempsey oversees the support function of the Bank including information technology, deposit operations, loan operations, cash management and facilities management. Mr. Dempsey’s retirement has provided the Bank an opportunity to elevate certain key members of the Bank who will be handling these responsibilities going forward.

David W. Pijor, Chairman and Chief Executive Officer of the Company, said, "Todd has been an invaluable member of the FVCbank team and has significantly contributed to our success. Todd was instrumental in forming FVCbank, having joined us at our inception. He held various positions within our organization including Chief Credit Officer and over the last 12 years as Chief Operating Officer. We thank him for his years of service to FVCbank and wish him the all the best in his retirement."

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FVCBANKCORP, INC.

	By:	/s/ Jennifer L. Deacon
		Jennifer L. Deacon, Executive Vice President and Chief Financial Officer

Dated: September 10, 2024