National Bankshares (NKSH) CFO reports new equity awards in Form 4 filing

Rhea-AI Filing Summary

National Bankshares Inc. executive Lora M. Jones, EVP/Chief Financial Officer, reported stock awards under the company’s equity program. On February 11, 2026, she acquired 767 shares of common stock at $0 per share as a grant or award. On February 14, 2026, she acquired an additional 227 shares, also at $0 per share.

After these transactions, she directly held 994 common shares and indirectly held 1,607 common shares through an ESOP. Footnotes explain that 227 shares relate to satisfaction of a performance-based RSU component from a February 14, 2025 grant, and another RSU grant vests in three equal installments beginning February 11, 2027.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jones Lora M.

(Last) (First) (Middle)

301 NEIL STREET

(Street)

BLACKSBURG VA 24060

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL BANKSHARES INC [ NKSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/14/2026		A		227(1)	A	$0	227	D
Common Stock	02/11/2026		A		767(2)	A	$0	994	D
Common Stock								1,607	I	ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reports satisfaction of performance-based component of restricted stock units (RSUs) granted on 02/14/2025. The RSUs also have a time-based component that must be satisfied to fully vest.

2. The restricted stock unit grant vests in three equal installments beginning February 11, 2027.

	/s/ Lora M. Jones	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NKSH EVP/CFO Lora M. Jones report?

Lora M. Jones reported stock awards in National Bankshares common shares. She acquired 767 shares on February 11, 2026 and 227 shares on February 14, 2026, both at $0 per share as equity grants rather than open-market purchases.

How many NKSH shares does Lora M. Jones hold after these Form 4 transactions?

After the reported awards, Lora M. Jones directly holds 994 National Bankshares common shares. She also indirectly holds 1,607 common shares through an ESOP, reflecting both her personal and plan-related beneficial ownership positions disclosed in the Form 4.

What is the nature of the 227-share award reported by NKSH’s CFO?

The 227-share award reflects satisfaction of a performance-based RSU component granted February 14, 2025. The Form 4 notes that these restricted stock units also have a time-based vesting component that must be met before the award fully vests and is unrestricted.

When do Lora M. Jones’s restricted stock units in NKSH begin vesting?

One restricted stock unit grant for Lora M. Jones vests in three equal installments beginning February 11, 2027. This schedule means the award will be recognized over multiple years, aligning her compensation more closely with National Bankshares’ longer-term performance.

Were the NKSH shares in this Form 4 bought on the open market?

No, the Form 4 describes the transactions as grants or awards at a price of $0 per share. The transaction code “A” indicates acquisitions through equity compensation rather than open-market buying, consistent with performance-based and time-based restricted stock unit vesting.

What indirect NKSH ownership does the CFO report in the ESOP?

The filing shows Lora M. Jones indirectly owns 1,607 National Bankshares common shares through an ESOP. This indirect ownership is classified as “I” for indirect, with the nature of ownership specified as ESOP, indicating participation in an employee stock ownership plan.