[8-K] Virginia National Bankshares Corp Reports Material Event

Rhea-AI Filing Summary

Virginia National Bankshares Corporation announced a planned change in its top finance role. On November 19, 2025, the company said that current Executive Vice President and Chief Financial Officer Tara Y. Harrison will move to a new position as Senior Advisor, effective November 21, 2025. She requested this transition for personal reasons and the company states it does not arise from any disagreement over operations, policies, financial reporting, or controls.

On the same date, Cathy W. Liles, a certified public accountant with extensive bank industry and public accounting experience, will become Executive Vice President and Chief Financial Officer of the company and its bank subsidiary. Ms. Liles will receive an annual base salary of $275,000, participate in the company’s short- and long-term incentive plans, and has been granted a stock option for 2,000 shares of common stock that vests evenly over four years.

Insights

Bank governance and executive compensation analyst

VABK is executing an orderly CFO handoff while keeping the outgoing CFO as advisor.

The company is transitioning Tara Y. Harrison from Executive Vice President and CFO to Senior Advisor effective November 21, 2025, while appointing Cathy W. Liles as the new Executive Vice President and CFO on the same date. The filing explicitly states that Ms. Harrison requested the change for personal reasons and that it does not stem from disagreements over operations, accounting, or internal controls, which helps limit concerns about underlying issues in financial reporting.

Ms. Liles brings prior CFO and chief accounting officer experience at multiple banking organizations, along with a background as a public accounting firm partner in financial services. Her compensation includes an annual base salary of $275,000, eligibility for short- and long-term incentive plans, and a stock option for 2,000 common shares vesting over four years, which aligns part of her pay with shareholders. The outgoing CFO’s ongoing Senior Advisor role, described as indefinite until retirement, supports continuity during the transition, though the longer-term effectiveness will depend on how quickly the new CFO integrates into the company’s leadership and processes.

0001572334false00015723342025-11-192025-11-19

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): November 19, 2025

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 November 19, 2025, Virginia National Bankshares Corporation (the “Company”) announced that Tara Y. Harrison will transition from Executive Vice President and Chief Financial Officer of the Company and Virginia National Bank (the “Bank”) to Senior Advisor, effective November 21, 2025. The Company also announced that Cathy W. Liles will become Executive Vice President and Chief Financial Officer of the Company and the Bank, effective November 21, 2025.

Ms. Harrison will serve as Senior Advisor indefinitely until retirement and will work closely with Ms. Liles and other members of senior management of the Company and the Bank to ensure an orderly transition. Ms. Harrison requested the transition due to personal reasons and her move to a new role was not the result of any disagreement with the Company or the Bank on any matter relating to the Company’s or the Bank’s operations, policies, practices, financial disclosures, accounting practices or internal controls.

Ms. Liles, 60, is a certified public accountant and an executive with extensive bank industry experience. From November 2024 to September 2025, she served as Chief Financial Officer and Senior Vice President/Finance of Old Point Financial Corporation and Old Point National Bank, and was Chief Accounting Officer and Senior Vice President of those companies from May 2024 to November 2024. Ms. Liles served as Senior Vice President and Chief Accounting Officer of American National Bankshares Inc. and American National Bank & Trust Company from 2016 to May 2024. She was Chief Financial Officer for Carter Bank & Trust from 2013 to 2015, and prior to that Ms. Liles was a partner in the accounting firm Forvis Mazars, LLP (previously named Dixon Hughes Goodman), where she spent 13 years in the financial services practice.

Ms. Liles will receive an annual base salary of $275,000, subject to annual adjustment, and will participate in the Company’s short- and long-term incentive plans. Information about the Company’s short- and long-term incentive plans is set forth in the Company’s proxy statement for its 2025 annual meeting of shareholders. In connection with joining the Company, Ms. Liles was granted a stock option to purchase 2,000 shares of the Company’s common stock, which stock option vests in equal parts over four years. Ms. Liles will also be eligible to participate in the Bank’s employee benefit plans and programs on terms offered to similarly situated employees.

There are no transactions between Ms. Liles or any member of her immediate family and the Company or the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission. In addition, there are no family relationships between Ms. Liles and any current director or executive officer of the Company.

A copy of the Company’s press release dated November 19, 2025 with respect to the above announcements is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated November 19, 2025.
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:	November 19, 2025	By:	/s/ Glenn W. Rust
			Glenn W. Rust President and Chief Executive Officer

FAQ

What executive leadership change did VABK announce in this 8-K?

Virginia National Bankshares Corporation announced that Tara Y. Harrison will move from Executive Vice President and Chief Financial Officer to Senior Advisor, and that Cathy W. Liles will become Executive Vice President and Chief Financial Officer of the company and Virginia National Bank, both effective November 21, 2025.

Why is VABK CFO Tara Y. Harrison transitioning to a Senior Advisor role?

The company states that Ms. Harrison requested the transition due to personal reasons and that her move was not the result of any disagreement with the company or the bank regarding operations, policies, financial disclosures, accounting practices, or internal controls.

Who is the new CFO of Virginia National Bankshares Corporation (VABK)?

Cathy W. Liles will become Executive Vice President and Chief Financial Officer of Virginia National Bankshares Corporation and Virginia National Bank effective November 21, 2025. She is a certified public accountant with extensive experience in banking finance and accounting leadership roles.

What compensation will VABKs new CFO, Cathy W. Liles, receive?

Ms. Liles will receive an annual base salary of $275,000, will participate in the companys short- and long-term incentive plans, and was granted a stock option to purchase 2,000 shares of common stock that vests in equal parts over four years. She will also be eligible for employee benefit plans on terms offered to similarly situated employees.

Did VABK disclose any related party or family relationships involving new CFO Cathy W. Liles?

The company states there are no transactions between Ms. Liles or her immediate family and the company or the bank that would be reportable as related party transactions, and no family relationships between her and any current director or executive officer.

What exhibit did VABK include with this 8-K about the CFO transition?

Virginia National Bankshares Corporation attached as Exhibit 99.1 a press release dated November 19, 2025 describing the announced leadership changes, and referenced a cover page interactive data file as Exhibit 104.