C&F Financial (CFFI) appoints Dr. David H. Downs to board of directors

Rhea-AI Filing Summary

C&F Financial Corporation filed a current report to announce that its Board of Directors appointed Dr. David H. Downs as a director of the Corporation, effective February 24, 2026. He will serve in this role until the annual meeting of shareholders in April 2026, when he will stand for election as a Class III director.

The company states that there are no arrangements or understandings with any other person under which Dr. Downs was selected as a director. He will be compensated for his board service in the same manner as other non-employee directors. The appointment was also announced via a news release, which is included as Exhibit 99.1.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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0000913341falseC & F FINANCIAL CORPORATION00009133412026-01-202026-01-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Date of Report (Date of earliest event reported) January 20, 2026

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C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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​	​	​	​	​
Virginia	​	000-23423	​	54-1680165
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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3600 La Grange Parkway, Toano, Virginia	​	23168
(Address of principal executive offices)	​	(Zip Code)

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Registrant’s telephone number, including area code (804) 843-2360

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(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	CFFI	The NASDAQ Stock Market LLC

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

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Emer
Emerging growth company	☐

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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.☐

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

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On January 20, 2026, the Board of Directors of C&F Financial Corporation (the “Corporation”), appointed Dr. David H. Downs to serve as a director of the Corporation effective February 24, 2026. Dr. Downs will serve as a director of the Corporation until the annual meeting of shareholders in April 2026, at which time he will stand for election as a Class III director.

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There are no arrangements or understandings between Dr. Downs and any other person pursuant to which he was selected as a director. Dr. Downs will be compensated for his services as a director of the Corporation in the same manner as other non-employee directors.

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A copy of the Corporation’s news release announcing Dr. Down’s appointment is attached hereto as Exhibit 99.1.

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Item 9.01Financial Statements and Exhibits

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(d)Exhibits

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99.1C&F Financial Corporation news release dated January 23, 2026

104 Cover Page Interactive Data File (formatted as inline XBRL and contained

in Exhibit 101)

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2

SIGNATURES

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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.

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​	​	​	​	​	​
​	​	​	​ ​ ​	C&F FINANCIAL CORPORATION
​	​	​	​	(Registrant)
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Date:	January 23, 2026	​	​	By:	/s/ Jason E. Long
​	​	​	​	​	Jason E. Long
​	​	​	​	​	Chief Financial Officer and Secretary

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3

FAQ

What did C&F Financial Corporation (CFFI) disclose in this 8-K?

C&F Financial Corporation disclosed that its Board of Directors appointed Dr. David H. Downs as a director of the Corporation, effective February 24, 2026.

When will Dr. David H. Downs stand for election to the CFFI board?

Dr. David H. Downs will serve as a director until the April 2026 annual meeting of shareholders, at which time he will stand for election as a Class III director.

Are there any special arrangements related to Dr. Downs’ appointment at C&F Financial Corporation (CFFI)?

The company states there are no arrangements or understandings between Dr. Downs and any other person pursuant to which he was selected as a director.

How will Dr. David H. Downs be compensated as a CFFI director?

Dr. Downs will be compensated for his services as a director in the same manner as other non-employee directors of C&F Financial Corporation.

Did C&F Financial Corporation issue a press release about the new director?

Yes. A news release announcing Dr. Downs’ appointment is attached as Exhibit 99.1, identified as a C&F Financial Corporation news release dated January 23, 2026.

Which officer signed this 8-K for C&F Financial Corporation (CFFI)?

The report was signed on behalf of the company by Jason E. Long, who is the Chief Financial Officer and Secretary.