STOCK TITAN

Sale of Bearing Insurance unit adds $4.7M gain for Virginia National (NASDAQ: VABK)

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Virginia National Bankshares Corporation has completed the sale of its indirect, wholly owned subsidiary Fauquier Bank Services, Inc.’s interest in Bearing Insurance Group, LLC, a full-service insurance agency, effective May 1, 2026. The company expects to record an approximate $4.7 million pre-tax gain from this transaction in its operating results for the second quarter of 2026. Management characterizes related comments about future results and operations as forward-looking statements subject to risks and uncertainties described in its Form 10-K and other SEC filings.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Pre-tax gain on sale $4.7 million Expected gain from sale of Bearing Insurance Group interest, Q2 2026
Effective date of sale May 1, 2026 Completion date for sale of FBS’s interest in Bearing Insurance Group
Form type Form 8-K, Item 8.01 Other Events disclosure about Bearing Insurance Group transaction
pre-tax gain financial
"The Company expects to realize a pre-tax gain on the sale of approximately $4.7 million"
forward-looking statements regulatory
"Certain statements contained in this report are “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"within the meaning of the Private Securities Litigation Reform Act of 1995"
Annual Report on Form 10-K regulatory
"described in the risk factors and cautionary language included in the Company’s Annual Report on Form 10-K"
An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.
risk factors financial
"Factors that could cause the Company’s actual results to differ materially ... are described in the risk factors"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
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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): May 01, 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 8.01 Other Events.

On May 4, 2026, Virginia National Bankshares Corporation (the “Company”) announced that, effective May 1, 2026, the Company’s indirect, wholly owned subsidiary, Fauquier Bank Services, Inc. (“FBS”), completed the sale of FBS’s interest in Bearing Insurance Group, LLC, a full service insurance agency. The Company expects to realize a pre-tax gain on the sale of approximately $4.7 million, which will be reflected in the Company’s operating results for the second quarter of 2026.

 

Forward-Looking Statements

 

Certain statements contained in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements related to the Company’s investment in Bearing Insurance Group, LLC and future operations and are generally identified by phrases such as “the Company expects” or words of similar import, or other statements concerning the opinions or judgment of the Company and its management about future events. These statements are not historical facts but instead are subject to numerous assumptions, risks and uncertainties, and represent only management’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside management’s control. Although the Company believes that management’s expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of the Company’s business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, the Company will not differ materially from any projected future results, performance, achievements or trends expressed in or implied by such forward-looking statements. Any forward-looking statements made by the Company speak only as of the date on which such statements are made. The Company’s actual results and financial position may differ materially from the anticipated results and financial condition indicated in or implied by these forward-looking statements. Factors that could cause the Company’s actual results to differ materially from those in the forward-looking statements are described in the risk factors and cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company’s other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company is not obligated to update, and does not intend to update, any forward-looking statement, whether written or oral, that may be made from time-to-time by or on behalf of the Company, whether as a result of new information, future events or otherwise, except as required by law.

 

 

 

 


 


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:

May 4, 2026

By:

/s/ Cathy W. Liles

 

 

 

Cathy W. Liles
Executive Vice President and Chief Financial Officer

 


FAQ

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

Virginia National Bankshares disclosed the completed sale of Fauquier Bank Services, Inc.’s interest in Bearing Insurance Group, LLC. Bearing Insurance Group is described as a full-service insurance agency, and the sale was effective May 1, 2026.

How much does Virginia National Bankshares (VABK) expect to gain from the Bearing Insurance sale?

The company expects a pre-tax gain of approximately $4.7 million from the sale. This gain will be reflected in Virginia National Bankshares’ operating results for the second quarter of 2026, according to the disclosure.

When will the Bearing Insurance sale impact Virginia National Bankshares’ (VABK) financial results?

The impact is expected in the second quarter of 2026. Virginia National Bankshares states the approximate $4.7 million pre-tax gain from the sale will appear in its operating results for that quarter.

Which subsidiary of Virginia National Bankshares (VABK) held the Bearing Insurance interest?

Fauquier Bank Services, Inc. (FBS), an indirect, wholly owned subsidiary, held the interest. The filing notes that FBS completed the sale of its interest in Bearing Insurance Group, LLC, effective May 1, 2026.

Does Virginia National Bankshares (VABK) include forward-looking statements in this 8-K?

Yes, the company identifies certain statements as forward-looking under the Private Securities Litigation Reform Act of 1995. These relate to its investment in Bearing Insurance Group, LLC and future operations, and are subject to risks described in its Form 10-K and other SEC filings.

Filing Exhibits & Attachments

1 document