C&F Financial (NASDAQ: CFFI) approves $5.0M common stock buyback for 2026

Rhea-AI Filing Summary

C&F Financial Corporation reported that its board authorized a new share repurchase program of up to $5.0 million of common stock. The program will run from January 1, 2026 through December 31, 2026 and allows the company to buy shares in the open market or through privately negotiated transactions, including under Rule 10b5-1 and Rule 10b-18 trading plans. Any shares repurchased will be restored to authorized and unissued status. Management will decide if and when to repurchase shares based on market price, economic conditions, legal requirements and other factors, and there is no assurance any shares will actually be bought. The company’s current repurchase program will expire on December 31, 2025.

Insights

Banking equity analyst

C&F Financial adopts a new $5.0M 2026 stock repurchase authorization.

C&F Financial Corporation approved a new common stock repurchase authorization of up to $5.0 million, effective from January 1, 2026 through December 31, 2026. Repurchases may occur via open market trades or privately negotiated deals, including use of Rule 10b5-1 and Rule 10b-18 plans that structure and constrain how trades are executed.

The company states that management has full discretion over timing, number of shares and purchase prices, considering factors such as share price, market and economic conditions, legal requirements and other conditions. It also explicitly notes there is no assurance any shares will be repurchased, so the authorization is a potential, not a committed, capital return.

Shares bought under the program will be returned to authorized and unissued status, which simplifies future issuance flexibility rather than retiring them as treasury stock. The prior repurchase program is scheduled to expire on December 31, 2025, so this new authorization effectively extends potential repurchase capacity into 2026.

0000913341falseC & F FINANCIAL CORPORATION00009133412025-12-162025-12-16

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) December 16, 2025

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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 8.01Other Events

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On December 16, 2025, the Board of Directors of C&F Financial Corporation (the Corporation) authorized a program, effective January 1, 2026 through December 31, 2026, to repurchase up to $5.0 million of the Corporation’s common stock. Repurchases under the program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the program, if any, will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions, and there is no assurance that the Corporation will purchase any shares under the program.  The Corporation’s previous share repurchase program will expire on December 31, 2025.

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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:	December 17, 2025	​	​	By:	/s/ Jason E. Long
​	​	​	​	​	Jason E. Long
​	​	​	​	​	Chief Financial Officer and Secretary

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FAQ

What did C&F Financial Corporation (CFFI) announce regarding share repurchases?

On December 16, 2025, C&F Financial Corporation announced that its Board of Directors authorized a program to repurchase up to $5.0 million of its common stock.

What is the duration of C&F Financial Corporation's new $5.0 million stock repurchase program?

The new stock repurchase program for C&F Financial Corporation is effective from January 1, 2026 through December 31, 2026.

How may C&F Financial Corporation (CFFI) execute repurchases under the 2026 program?

Repurchases may be made through privately negotiated transactions or open market transactions, including under trading plans in accordance with Rule 10b5-1 and/or Rule 10b-18.

What happens to C&F Financial Corporation shares repurchased under the new program?

Shares repurchased under the program will be returned to the status of authorized and unissued shares of common stock.

Is C&F Financial Corporation required to repurchase shares under the $5.0 million program?

No. The company states there is no assurance it will purchase any shares under the program; decisions will depend on factors such as market price, economic conditions and legal requirements.

What happens to C&F Financial Corporation's existing share repurchase program?

The Corporation’s previous share repurchase program will expire on December 31, 2025, ahead of the new 2026 authorization.