Virginia National authorizes up to $18.7M buyback

Repurchase amounts and timing depend on market conditions and corporate needs, and the company may suspend or discontinue the authorization.

Rhea-AI Filing Summary

Virginia National Bankshares Corp. (VABK) announced a common-stock repurchase plan authorizing purchases of up to $18.7 million through October 5, 2027. The amount and timing of repurchases depend on market conditions and corporate needs. Repurchases may occur in the open market, in privately negotiated transactions or otherwise; open-market repurchases are expected to be structured within Rule 10b-18 pricing and volume requirements. The company may also enter Rule 10b5-1 plans from time to time to facilitate repurchases. The authorization does not require any particular amount of purchases and may be extended, modified, suspended or discontinued at the company's discretion.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Repurchase authorization: Up to $18.7 million Repurchase authorization end date: October 5, 2027 Common stock par value: $2.50 per share

3 metrics

Repurchase authorization Up to $18.7 million Common stock repurchases through October 5, 2027

Repurchase authorization end date October 5, 2027 Plan authorization period

Common stock par value $2.50 per share Common stock covered by the repurchase plan

Key Terms

share repurchase plan, Rule 10b-18, Rule 10b5-1 plans

3 terms

share repurchase plan financial

"announced a share repurchase plan"

A share repurchase plan is when a company uses cash to buy its own stock from the market, reducing the number of shares available to investors. This matters because fewer shares can make each remaining share represent a larger piece of ownership and boost earnings-per-share—like slicing a pizza into fewer pieces so each slice is bigger—and it can signal management thinks the stock is undervalued, though it also means cash won’t be used for other purposes.

Rule 10b-18 regulatory

"pricing and volume requirements of Rule 10b-18"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

Rule 10b5-1 plans regulatory

"enter into Rule 10b5-1 plans to facilitate repurchases"

A Rule 10b5-1 plan is a prearranged schedule that lets company insiders buy or sell stock at set times or prices, set up when they do not possess confidential information. It acts like an automatic thermostat for trades, reducing the risk that otherwise-timed transactions could be accused of insider trading. Investors care because such plans increase transparency about insider activity and signal when insider trades are routine rather than reactive to private news.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much stock can VABK repurchase under the plan?

The plan authorizes repurchases of up to $18.7 million of the company's common stock. It does not obligate the company to repurchase any particular amount.

When does VABK's repurchase plan run through?

The plan authorizes repurchases through October 5, 2027. It may be extended, modified, suspended or discontinued at the company's discretion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 07:30 AM Accepted by SEC EDGAR 10/08/2026 - 07:30 AM Learn about SEC filing dates

0001572334false00015723342026-10-062026-10-06

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): October 6, 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 October 6, 2026, Virginia National Bankshares Corporation (the "Company") announced a share repurchase plan. The share repurchase plan authorizes the Company to repurchase up to $18.7 million of the Company's common stock, par value $2.50 per share, through October 5, 2027.

Repurchases under the plan may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases are expect to be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

This plan does not obligate the Company to acquire any particular amount of Common Stock and the plan may be extended, modified, suspended or discontinued at any time at the Company’s discretion.

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:	October 8, 2026	By:	/s/ Cathy W. Liles
			Cathy W. Liles Executive Vice President and Chief Financial Officer

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