New director joins Virginia National Bankshares (VABK) and Virginia National Bank boards

Rhea-AI Filing Summary

Virginia National Bankshares Corporation reported a board change. On January 30, 2026, its Board of Directors appointed Robert Lee Burrows, Jr. as a director of the Company, effective February 25, 2026. He was also appointed to the board of its wholly owned subsidiary, Virginia National Bank.

Mr. Burrows will receive compensation in line with other non-employee directors, based on the Company’s proxy statement for the 2025 annual meeting of shareholders. As of this report, he has not been assigned to any board committee. The Company issued a press release about his appointment, filed 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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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): January 30, 2026

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Virginia			001-40305	46-2331578
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
404 People Place
Charlottesville, Virginia				22911
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (434) 817-8621

(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		VABK		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 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 January 30, 2026, the Board of Directors of Virginia National Bankshares Corporation (the “Company”) appointed Robert Lee Burrows, Jr. as a director of the Company, effective February 25, 2026. He has also been appointed as a director of the Company’s wholly-owned subsidiary bank, Virginia National Bank. He will be compensated in the same manner as other non-employee directors of the Company as described in the Company’s proxy statement filed in connection with the 2025 annual meeting of shareholders. As of the date of this report, Mr. Burrows has not been appointed to any committee of the Board of Directors of the Company.

A copy of the press release announcing Mr. Burrows’s appointment to the Boards of Directors of the Company and Virginia National Bank is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated February 5, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			VIRGINIA NATIONAL BANKSHARES CORPORATION
Date:	February 5, 2026	By:	/s/ Cathy W. Liles
			Cathy W. Liles Executive Vice President and Chief Financial Officer

FAQ

What board change did Virginia National Bankshares (VABK) disclose in this 8-K?

Virginia National Bankshares disclosed that its Board appointed Robert Lee Burrows, Jr. as a director effective February 25, 2026. He also joined the board of its wholly owned subsidiary, Virginia National Bank, expanding leadership at both the holding company and the bank.

When does Robert Lee Burrows Jr.’s appointment to VABK’s board become effective?

His appointment becomes effective on February 25, 2026. The Board approved his selection on January 30, 2026, and the effective date provides a clear transition point for his formal start as a director at both the holding company and the bank subsidiary.

How will new director Robert Lee Burrows Jr. be compensated at Virginia National Bankshares (VABK)?

He will be compensated the same as other non-employee directors of Virginia National Bankshares. The compensation framework is described in the Company’s proxy statement filed for the 2025 annual meeting of shareholders, aligning his pay with existing board practices and policies.

Has Robert Lee Burrows Jr. been assigned to any VABK board committees yet?

As of the date of the report, he has not been appointed to any committee of the Board. This means his initial role is as a general director, with any future committee assignments to be determined and disclosed at a later time if made.

What exhibit did Virginia National Bankshares (VABK) file related to the new director appointment?

The Company filed a press release announcing his appointment as Exhibit 99.1. This press release provides public details about his addition to the boards of Virginia National Bankshares and Virginia National Bank and is incorporated by reference into the 8-K disclosure.

Which stock exchange lists Virginia National Bankshares (VABK) common stock?

Virginia National Bankshares’ common stock trades on The Nasdaq Stock Market LLC under the symbol VABK. This listing information confirms where investors can buy and sell the Company’s shares in the public markets subject to normal trading rules.