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

Rhea-AI Filing Summary

Erie Indemnity Co. (ERIE) Form 4, filed 24-Jul-2025, shows Director Jonathan Hirt Hagen’s only reportable activity on 22-Jul-2025 was the automatic crediting of 62.518 Directors’ Deferred Compensation Share Credits (transaction code J) through dividend reinvestment. These share credits represent a future right to receive an equal number of Class A common shares when board service ends; they have no strike price or expiration.

After the transaction Hagen beneficially owns:

• 223,130 Class A shares held directly
• 400 Class A shares held indirectly by son and daughter (disclaimed)
• 16,580.64 deferred share credits held directly
• Convertible Class B holdings that equate to 5,616,000 Class A shares when fully converted, held both directly and as co-trustee/beneficiary of family trusts

No open-market purchases or sales of Class A stock occurred, and total direct economic exposure changed by less than 0.1%. The filing signals routine reinvestment rather than a deliberate buy or sell decision.

Positive

• Director’s equity stake incrementally increases through automatic dividend reinvestment, reinforcing alignment with shareholders.

Negative

• Transaction size is immaterial (~0.03% of director’s existing Class A exposure), offering no meaningful trading signal.

Insights

Equity Analyst

TL;DR: Routine dividend reinvestment; immaterial to valuation.

The 62.5 share-credit addition (~US$23k) marginally increases the director’s deferred stake and does not affect the public float or insider sentiment. Hagen already controls millions of Class A-equivalent shares via Class B conversion rights, so this bookkeeping entry is negligible. No buying or selling signal is implied; therefore impact on ERIE’s share-price outlook is neutral.

Governance Specialist

TL;DR: Filing reflects standard board compensation; no governance red flags.

The transaction arises from the Outside Directors’ Deferred Compensation Plan—common practice for aligning directors with shareholders. Disclosure of large Class B holdings reaffirms dual-class structure but was previously known. There are no unusual related-party dealings or sudden disposals, so governance risk remains unchanged.

07/24/2025 - 09:17 AM

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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): July 23, 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 2.02 Results of Operations and Financial Condition.

On July 24, 2025, Virginia National Bankshares Corporation (the “Company”) issued a press statement announcing the consolidated earnings for the quarter ended June 30, 2025.

A copy of the press statement is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information in this Form 8-K, and the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On July 23, 2025, the Company's Board of Directors declared a cash dividend on the Company's outstanding shares of common stock. The dividend of $0.36 per share will be paid on August 29, 2025 to stockholders of record as of the close of business on August 15, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit

99.1	Press statement issued by Virginia National Bankshares Corporation on July 24, 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 thereunto duly authorized.

			VIRGINIA NATIONAL BANKSHARES CORPORATION
Date:	July 24, 2025	By:	/s/ Tara Y. Harrison
			Tara Y. Harrison Executive Vice President and Chief Financial Officer

FAQ

What did ERIE Director Jonathan Hirt Hagen report in the July 2025 Form 4?

He received 62.518 deferred share credits via dividend reinvestment on 22-Jul-2025; no shares were bought or sold.

How many Erie Indemnity Class A shares does Hagen now own directly?

He holds 223,130 Class A common shares directly after the reported transaction.

What are Directors’ Deferred Compensation Share Credits at ERIE?

They are bookkeeping entries that convert 1-for-1 into Class A shares when a director’s service ends; they have no expiration or exercise price.

Does the filing indicate any change in ERIE’s dual-class structure?

No. It merely restates Hagen’s sizable Class B holdings, which remain convertible to Class A at 2,400-to-1.

Is this Form 4 transaction material to ERIE investors?

Impact is negligible; the share-credit addition is routine and does not affect float, earnings, or control.