Virginia National Bankshares (VABK) director awarded 1,100 restricted shares

Rhea-AI Filing Summary

Virginia National Bankshares director Gregory L. Wells received a restricted stock grant of 1,100 shares of common stock on January 30, 2026. The award was granted at a price of $0 per share and increased his directly held position to 17,969 shares.

The restricted stock will vest in four equal annual installments beginning on January 30, 2027, meaning the director will receive one-quarter of the shares each year over a four-year period as long as vesting conditions are met.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wells Gregory L

(Last) (First) (Middle)

619 EIGHT WOODS LANE

(Street)

CHARLOTTESVILLE VA 22903

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Virginia National Bankshares Corp [ VABK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		A		1,100(1)	A	$0	17,969	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This restricted stock grant vests in four equal annual installments beginning January 30, 2027.

	/s/ Cathy W. Liles, Attorney-in-fact	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Virginia National Bankshares (VABK) report for Gregory L. Wells?

Virginia National Bankshares reported that director Gregory L. Wells received a restricted stock grant of 1,100 common shares on January 30, 2026. This is an equity compensation award rather than an open-market purchase and increases his directly held stake in the company.

How many Virginia National Bankshares (VABK) shares does Gregory L. Wells own after this Form 4 transaction?

After the reported grant, director Gregory L. Wells beneficially owns 17,969 shares of Virginia National Bankshares common stock. This total reflects his direct holdings immediately following the 1,100-share restricted stock award disclosed for the January 30, 2026 transaction date.

What are the vesting terms of the restricted stock granted to the Virginia National Bankshares (VABK) director?

The 1,100-share restricted stock grant to director Gregory L. Wells vests in four equal annual installments. Vesting begins on January 30, 2027, so one-quarter of the award will vest each year over four years, subject to the grant’s standard conditions.

Was cash paid for the Virginia National Bankshares (VABK) restricted stock granted to Gregory L. Wells?

No cash was paid for this restricted stock award; the transaction price per share is reported as $0. This indicates the 1,100-share grant is a form of equity compensation rather than a purchase in the open market or a cash-funded acquisition.

Is the Virginia National Bankshares (VABK) Form 4 transaction a purchase or a stock grant?

The Form 4 shows a stock grant coded as an acquisition (A) of restricted common shares, not an open-market purchase. Director Gregory L. Wells received 1,100 shares at a stated price of $0 per share as part of his equity compensation package.

Does Gregory L. Wells hold his Virginia National Bankshares (VABK) shares directly or indirectly after this grant?

After the reported transaction, the 17,969 Virginia National Bankshares shares are shown as directly owned. The Form 4 lists the ownership form as “D” for direct, with no indication of indirect ownership through a trust, partnership, or other entity.