C&F Financial (NASDAQ: CFFI) details C&F Finance CEO transition

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

C&F Financial Corporation announced a planned leadership transition at its C&F Finance subsidiary. S. Dustin Crone will step down as President of C&F Finance on June 30, 2026, remain Chief Executive Officer through December 31, 2026, and then retire. Shawn Moore, currently Executive Vice President and Chief Credit Officer, will become President on June 30, 2026.

A Transition Agreement effective June 30, 2026 sets Mr. Crone’s compensation during the transition, including an annual base salary of $341,000, eligibility for a 2026 cash incentive under the Management Incentive Plan, continued benefits and a company car, but no 2026 equity or deferred compensation awards. If he remains employed through December 31, 2026, unvested company contributions under the Non-Qualified Deferred Compensation Plan for Directors and Executives are intended to vest, and his outstanding restricted stock will vest on December 31, 2028 subject to continued compliance and a release. If he is involuntarily terminated without Cause before December 31, 2026, he will receive a lump-sum severance equal to unpaid base salary through year-end plus $90,000, with no 2026 cash bonus.

The Board also amended the Non-Qualified Deferred Compensation Plan for Directors and Executives to allow more than one discretionary supplemental retirement (SERP) contribution per year and more flexible vesting terms, and approved an additional $100,000 SERP contribution for Thomas F. Cherry, President and Chief Executive Officer of the Corporation and the Bank, to be made in 2026.

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.

Key Figures

Transition base salary: $341,000 annual Additional severance amount: $90,000 Additional SERP contribution: $100,000 +3 more

6 metrics

Transition base salary $341,000 annual Mr. Crone’s base salary during the Transition Period

Additional severance amount $90,000 Lump-sum amount if involuntarily terminated without Cause before December 31, 2026

Additional SERP contribution $100,000 Supplemental retirement contribution for CEO Thomas F. Cherry in 2026

Transition start date June 30, 2026 Start of Transition Period and date Mr. Crone ceases serving as President

Transition end date December 31, 2026 End of Mr. Crone’s employment as Chief Executive Officer of C&F Finance

Restricted stock vesting date December 31, 2028 Date amended restricted stock awards will vest if conditions are met

Key Terms

Transition Agreement, Non-Qualified Deferred Compensation Plan for Directors and Executives, supplemental retirement (SERP) contribution, noncompetition, nonsolicitation and confidentiality covenants

4 terms

Transition Agreement financial

"In connection with his planned retirement, Mr. Crone and C&F Finance entered into a transition agreement"

Non-Qualified Deferred Compensation Plan for Directors and Executives financial

"the Corporation intends to vest his unvested company contributions in the Corporation’s Non-Qualified Deferred Compensation Plan for Directors and Executives"

supplemental retirement (SERP) contribution financial

"to permit the Corporation to make more than one discretionary supplemental retirement (SERP) contribution to the plan in a plan year"

noncompetition, nonsolicitation and confidentiality covenants financial

"including various noncompetition, nonsolicitation and confidentiality covenants that apply during and after the Transition Period"

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Understanding 8-K Material Events →

Available on EDGAR 06/18/2026 - 04:21 PM Accepted by SEC EDGAR 06/18/2026 - 04:20 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) June 16, 2026

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


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


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

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

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

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:

☐ 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)

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

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

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


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

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).

Emer
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

S. Dustin Crone to Retire

On June 16, 2026, S. Dustin Crone, President and Chief Executive Officer of C&F Finance Company (C&F Finance) informed the Boards of Directors of C&F Finance and its parent company, C&F Financial Corporation (Corporation), of his intention to retire. To facilitate a smooth transition, Mr. Crone will cease serving as President of C&F Finance effective June 30, 2026, and will continue serving as Chief Executive Officer of C&F Finance until his employment ends on December 31, 2026 (the period June 30, 2026 to December 31, 2026, the Transition Period).

Shawn Moore, who has been with C&F Finance since 2003 and currently serves as C&F Finance’s Executive Vice President and Chief Credit Officer, will assume the role of President of C&F Finance effective June 30, 2026.

In connection with his planned retirement, Mr. Crone and C&F Finance entered into a transition agreement, effective as of June 30, 2026 (Transition Agreement), to govern his employment during the Transition Period and to replace Mr. Crone’s Employment Agreement, dated December 23, 2021, with C&F Finance and the Corporation and Amended and Restated Change in Control Agreement, dated December 23, 2021, with the Corporation and C&F Finance.

During the Transition Period, Mr. Crone will receive a salary based on an annual base salary of $341,000 (Base Salary), subject to his continued employment and applicable withholdings. Mr. Crone will be eligible, under the Corporation’s Management Incentive Plan (MIP), for a cash award for 2026 performance, paid in accordance with cash awards paid under the MIP to eligible employees. Mr. Crone will not be eligible to receive any equity award or other deferred compensation for 2026 performance.

During the Transition Period, Mr. Crone will remain eligible for standard employee benefits in accordance with the terms of any applicable plan and will retain the use of a company-owned automobile. Provided Mr. Crone remains employed through December 31, 2026, the Corporation intends to vest his unvested company contributions in the Corporation’s Non-Qualified Deferred Compensation Plan for Directors and Executives.

The Transition Agreement also amends Mr. Crone’s outstanding restricted stock awards to provide, subject to Mr. Crone’s continued employment through December 31, 2026 and subject to his signing and not revoking a release agreement, that such awards will not be forfeited upon his termination of employment and will instead vest on December 31, 2028 if Mr. Crone has fully complied with the terms of the Transition Agreement, including various noncompetition, nonsolicitation and confidentiality covenants that apply during and after the Transition Period.

In the event of an involuntary termination without Cause of Mr. Crone’s employment prior to December 31, 2026, Mr. Crone will receive a lump sum severance benefit equal to the unpaid portion of his Base Salary through December 31, 2026 and $90,000, and will not be entitled to any cash bonus award for 2026 performance. No severance will be paid to Mr. Crone for any other termination of employment prior to December 31, 2026.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

SERP Amendment

Also on June 16, 2026, the Corporation’s Board of Directors approved an amendment to the Corporation’s Non-Qualified Deferred Compensation Plan for Directors and Executives to permit the Corporation to make more than one discretionary supplemental retirement (SERP) contribution to the plan in a plan year and to provide additional flexibility for determining the vesting for such contributions (Amendment). In connection with the Amendment, the Corporation’s Board of Directors also approved an additional SERP contribution of $100,000 for Thomas F. Cherry, President and Chief Executive Officer of the Corporation and the Bank to be made in 2026. Both the Amendment and additional SERP contribution were recommended by the Board’s Compensation Committee and the Compensation Committee’s independent compensation consultant to increase the overall competitiveness of Mr. Cherry’s compensation package and for retention purposes. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


10.1	Transition Agreement, by and between C&F Finance Company and S. Dustin Crone, effective as of June 30, 2026
10.2	Nonqualified Supplemental Deferred Compensation Plan Adoption Agreement (As amended and restated effective January 1, 2026) for C&F Financial Corporation Non-Qualified Deferred Compensation Plan for Directors and Executives (As amended and restated effective January 1, 2026)
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.


		C&F FINANCIAL CORPORATION
		(Registrant)


Date:	June 18, 2026	By:	/s/ Jason E. Long
			Jason E. Long
			Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did C&F Financial (CFFI) disclose at C&F Finance?

C&F Financial disclosed that S. Dustin Crone will retire from C&F Finance, stepping down as President on June 30, 2026 and remaining Chief Executive Officer until December 31, 2026. Shawn Moore will become President effective June 30, 2026.

What are the key terms of S. Dustin Crone’s Transition Agreement at C&F Financial (CFFI)?

During the transition, Mr. Crone will receive an annual base salary of $341,000, be eligible for a 2026 cash incentive under the Management Incentive Plan, keep standard benefits and a company car, but receive no 2026 equity or other deferred compensation awards.

How will S. Dustin Crone’s equity and deferred compensation vesting work under the new arrangement?

If Mr. Crone remains employed through December 31, 2026, the Corporation intends to vest his unvested company contributions under the Non-Qualified Deferred Compensation Plan. His outstanding restricted stock will vest on December 31, 2028, subject to continued compliance and a signed, non-revoked release.

What severance protection was provided to S. Dustin Crone if terminated without Cause?

If Mr. Crone is involuntarily terminated without Cause before December 31, 2026, he will receive a lump-sum severance equal to the unpaid portion of his $341,000 base salary through year-end plus $90,000, and he will not receive a 2026 cash bonus award.

What change did C&F Financial (CFFI) make to its Non-Qualified Deferred Compensation Plan?

The Board amended the Non-Qualified Deferred Compensation Plan for Directors and Executives to allow more than one discretionary supplemental retirement contribution per plan year and to provide additional flexibility in setting vesting terms for those contributions.

What additional SERP contribution will Thomas F. Cherry receive from C&F Financial (CFFI)?

The Board approved an additional $100,000 supplemental retirement (SERP) contribution for Thomas F. Cherry, President and Chief Executive Officer of the Corporation and the Bank, to be made in 2026, following recommendations from the Compensation Committee and its independent consultant.

Filing Exhibits & Attachments

5 documents