National Bankshares (NASDAQ: NKSH) extends F. Brad Denardo consulting agreement

Rhea-AI Filing Summary

National Bankshares, Inc. entered into a new consulting agreement with F. Brad Denardo, Chairman of the Board and former President and CEO of the company and its bank subsidiary. The agreement is effective from July 1, 2026 through June 30, 2027 and continues the prior arrangement between the parties.

During this consulting period, Mr. Denardo will provide advisory and consulting services to the company and The National Bank of Blacksburg for a $6,000 monthly consulting fee. He is subject to customary noncompetition covenants during the consulting period, and the term may be extended by mutual agreement.

8-K Event Classification

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

1 item

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.

Key Figures

Monthly consulting fee: $6,000 per month Consulting start date: July 1, 2026 Consulting end date: June 30, 2027 +1 more

4 metrics

Monthly consulting fee $6,000 per month Consulting Period compensation for F. Brad Denardo

Consulting start date July 1, 2026 Effective date of new consulting agreement

Consulting end date June 30, 2027 Scheduled end of Consulting Period, extendable by agreement

Form type Form 8-K Item 5.02 disclosure on officer arrangements

Key Terms

consulting agreement, noncompetition covenants, wholly-owned banking subsidiary, Quarterly Report on Form 10-Q

4 terms

consulting agreement financial

"entered into a consulting agreement, dated July 1, 2026 (the “Consulting Agreement”)"

noncompetition covenants financial

"Under the terms of the Consulting Agreement, Mr. Denardo is subject to customary noncompetition covenants"

wholly-owned banking subsidiary financial

"The National Bank of Blacksburg (the “Bank”), the Company’s wholly-owned banking subsidiary"

Quarterly Report on Form 10-Q regulatory

"a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q"

A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.

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Available on EDGAR 07/01/2026 - 11:40 AM Accepted by SEC EDGAR 07/01/2026 - 11:40 AM Learn about SEC filing dates

FAQ

What did National Bankshares (NKSH) disclose in this 8-K filing?

National Bankshares disclosed a new consulting agreement with F. Brad Denardo. He will provide consulting and advisory services to the company and its bank subsidiary for a defined period with specified compensation and noncompetition covenants.

Who is F. Brad Denardo in relation to National Bankshares (NKSH)?

F. Brad Denardo is the Chairman of the Board of National Bankshares and The National Bank of Blacksburg. He is also the former President and Chief Executive Officer of both entities and will now serve as a consultant under the new agreement.

What are the key terms of the National Bankshares (NKSH) consulting agreement?

The consulting agreement is effective from July 1, 2026, through June 30, 2027. During this period, F. Brad Denardo will provide consulting and advisory services and receive a monthly consulting fee of $6,000 under customary noncompetition covenants.

How long will the consulting arrangement at National Bankshares (NKSH) last?

The consulting arrangement runs from July 1, 2026, to June 30, 2027. The agreement also allows the consulting period to be extended if all parties mutually agree to continue the relationship beyond the initial term.

What compensation will F. Brad Denardo receive from National Bankshares (NKSH)?

During the consulting period, F. Brad Denardo will receive a monthly consulting fee of $6,000. This payment is in exchange for providing consulting and advisory services to National Bankshares and its wholly owned banking subsidiary.

Where can investors find the full consulting agreement for National Bankshares (NKSH)?

The full consulting agreement will be filed as an exhibit to National Bankshares’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Investors can review that filing for complete contractual details and legal terms.

false000079653400007965342026-07-012026-07-01

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): July 01, 2026

National Bankshares, Inc.

(Exact name of Registrant as Specified in Its Charter)

Virginia			0-15204	54-1375874
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
101 Hubbard Street
Blacksburg, Virginia				24060
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 540 951-6300

(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, par value $1.25 per share		NKSH		The Nasdaq Stock Market

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 Act of 1934 (§ 240.12b-2 of this chapter).

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 July 1, 2026, National Bankshares, Inc. (the “Company”), The National Bank of Blacksburg (the “Bank”), the Company’s wholly-owned banking subsidiary (“Bank”), and F. Brad Denardo, the Chairman of the Board of the Company and the Bank and former President and Chief Executive Officer of the Company and the Bank, entered into a consulting agreement, dated July 1, 2026 (the “Consulting Agreement”), that is effective beginning on July 1, 2026 and will end on June 30, 2027 (the “Consulting Period”). The Consulting Agreement extends for another year the consulting agreement between the parties dated March 31, 2025. Pursuant to the Consulting Agreement, Mr. Denardo will provide consulting and advisory services to the Company and the Bank. During the Consulting Period, Mr. Denardo will receive a monthly consulting fee of $6,000. Under the terms of the Consulting Agreement, Mr. Denardo is subject to customary noncompetition covenants during the Consulting Period. The Consulting Period may be extended if agreed to by the parties.

The foregoing summary description of the Consulting Agreement is qualified in its entirety by reference to the agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

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.

			NATIONAL BANKSHARES, INC.
Date:	July 1, 2026	By:	/s/ Lara E. Ramsey
			Lara E. Ramsey  President & Chief Executive Officer

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