Director Randolph D. Frostick receives 1,100 VABK restricted shares in equity grant

Rhea-AI Filing Summary

Virginia National Bankshares director receives restricted stock grant

Virginia National Bankshares Corp director Randolph D. Frostick reported receiving 1,100 shares of common stock as a restricted stock grant on January 30, 2026, at a price of $0 per share. After this award, he beneficially owns 15,016 common shares directly.

The restricted stock grant vests in four equal annual installments beginning on January 30, 2027, meaning the shares become fully owned 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Frostick Randolph D

(Last) (First) (Middle)

404 PEOPLE PLACE

(Street)

CHARLOTTESVILLE VA 22911

(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	15,016	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Virginia National Bankshares (VABK) report for Randolph D. Frostick?

Virginia National Bankshares reported that director Randolph D. Frostick received a grant of 1,100 shares of common stock on January 30, 2026. The award was priced at $0 per share and increased his directly held beneficial ownership to 15,016 common shares.

Is the recent Virginia National Bankshares (VABK) stock grant to Randolph D. Frostick a restricted award?

Yes. The 1,100-share grant to director Randolph D. Frostick is a restricted stock award. It vests in four equal annual installments beginning January 30, 2027, so the shares become fully owned over four years if vesting conditions continue to be satisfied.

How many Virginia National Bankshares (VABK) shares does Randolph D. Frostick own after the latest grant?

Following the January 30, 2026 restricted stock grant, Randolph D. Frostick beneficially owns 15,016 shares of Virginia National Bankshares common stock. The Form 4 shows this amount as directly held ownership after adding the 1,100 granted restricted shares.

What was the price per share for the Virginia National Bankshares (VABK) restricted stock granted to Randolph D. Frostick?

The 1,100 restricted shares of Virginia National Bankshares common stock granted to director Randolph D. Frostick were reported at a price of $0 per share. This indicates a compensatory equity award rather than an open-market stock purchase transaction.

When do the newly granted Virginia National Bankshares (VABK) restricted shares vest for Randolph D. Frostick?

The restricted stock grant to Randolph D. Frostick vests in four equal annual installments starting January 30, 2027. That schedule means one-quarter of the 1,100 shares vests each year until the full grant becomes fully vested over four years.