NATIONAL BANKSHARES INC
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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FY2024 · Filed Mar 28, 2025
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibit and Financial Statement Schedules
(a) (1) Financial Statements
The following consolidated financial statements of National Bankshares, Inc. are included in Item 8:
Reports of Independent Registered Public Accounting Firm (Yount, Hyde & Barbour, P.C., Winchester, VA, U.S. PCAOB Auditor Firm I.D.:613)
Consolidated Balance Sheets – As of December 31, 2024 and 2023
Consolidated Statements of Income – Years ended December 31, 2024 and 2023
Consolidated Statements of Comprehensive Income – Years ended December 31, 2024 and 2023
Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2024 and 2023
Consolidated Statements of Cash Flows – Years ended December 31, 2024 and 2023
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules
Certain schedules to the consolidated financial statements have been omitted if they were not required by Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or if the information is contained elsewhere in this Form 10-K.
(a) (3) Exhibits
A list of the exhibits filed or incorporated in this Form 10-K by reference is as follows:
| Exhibit No. | Description | |
| 2(i) | Agreement and Plan of Merger, dated as of January 23, 2024, by and among National Bankshares, Inc., The National Bank of Blacksburg and Frontier Community Bank | (incorporated herein by reference to Exhibit 2.1 of the Form 8-K filed on January 24, 2024) |
| 3(i) | Amended and Restated Articles of Incorporation of National Bankshares, Inc. | (incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed on March 16, 2006) |
| 3(ii) | Amended and Restated Bylaws of National Bankshares, Inc. | (incorporated herein by reference to Exhibit 3.2 of the Form 8-K filed on July 10, 2024) |
| 4(i) | Specimen copy of certificate for National Bankshares, Inc. common stock | (incorporated herein by reference to Exhibit 4(a) of the Annual Report on Form 10-K for fiscal year ended December 31, 1993) |
| +4(ii) | Description of National Bankshares, Inc.’s Securities | (incorporated herein by reference to Exhibit 4(ii) of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023) |
| *10(i) | Executive Employment Agreement dated March 11, 2015, between National Bankshares, Inc. and F. Brad Denardo | (incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on March 11, 2015) |
| *10(ii) | Executive Employment Agreement, dated October 11, 2023, by and between National Bankshares Inc. and Lara E. Ramsey | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on October 11, 2023) |
| *10(iii) | Executive Employment Agreement, dated October 11, 2023, by and between National Bankshares Inc. and Lora M. Jones | (incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on October 11, 2023) |
| *10(iv) | Executive Employment Agreement, dated October 11, 2023, by and between National Bankshares Inc. and The National Bank of Blacksburg, and Bobby D. Sanders, II | (incorporated herein by reference to Exhibit 10.3 of the Form 8-K filed on October 11, 2023) |
| *10(v) | Salary Continuation Agreement dated February 8, 2006, between The National Bank of Blacksburg and F. Brad Denardo | (incorporated herein by reference to Exhibit 99 of the Form 8-K filed on February 8, 2006) |
| *10(vi) | First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for F. Brad Denardo | (incorporated herein by reference to Exhibit 10 of the Form 8-K filed on December 19, 2007) |
| *10(vii) | Second Amendment, dated June 12, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F. Brad Denardo | (incorporated herein by reference to Exhibit 10 of the Form 8-K filed on June 12, 2008) |
| *10(viii) | Third Amendment, dated December 17, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F. Brad Denardo | (incorporated herein by reference to Exhibit 10(iii) of the Annual Report on Form 10-K for fiscal year ended December 31, 2008) |
| *10(ix) | Second Salary Continuation Agreement dated June 26, 2016 between The National Bank of Blacksburg and F. Brad Denardo | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on July 20, 2016) |
| *10(x) | Salary Continuation Agreement dated February 8, 2006, between The National Bank of Blacksburg and David K. Skeens, as amended | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on August 20, 2021) |
| *10(xi) | Salary Continuation Agreement dated February 8, 2006 between The National Bankshares, Inc. and Lara E. Ramsey, as amended | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017) |
| *10(xii) | Salary Continuation Agreement dated May 24, 2013 between The National Bank of Blacksburg and Paul A. Mylum, as amended | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on August 20, 2021) |
| *10(xiii) | National Bankshares, Inc. 2023 Stock Incentive Plan | (incorporated herein by reference to Appendix A of the Proxy Statement for the Annual Meeting of Shareholders held on May 9, 2023, filed on March 24, 2023) |
| *10(xiv) | Form of Performance-Based Restricted Stock Unit Award Agreement under National Bankshares, Inc. 2023 Stock Incentive Plan | Filed herewith |
| +19(i) | National Bankshares, Inc. Insider Trading Policy | Filed herewith |
| +21 | Subsidiaries of the Registrant | Filed herewith |
| +23 | Consent of Yount, Hyde & Barbour, P.C. | Filed herewith |
| +31(i) | Section 302 Certification of Chief Executive Officer | Filed herewith |
| +31(ii) | Section 302 Certification of Chief Financial Officer | Filed herewith |
| +32(i) | 18 U.S.C. Section 1350 Certification of Chief Executive Officer | Filed herewith |
| +32(ii) | 18 U.S.C. Section 1350 Certification of Chief Financial Officer | Filed herewith |
| +97.1 | National Bankshares, Inc. Clawback Policy | (incorporated herein by reference to Exhibit 97.1 of the Form 10-K filed on March 19, 2024) |
| +101 | The following materials from National Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language), furnished herewith: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101) | Filed herewith |
*Indicates a management contract or compensatory plan or arrangement.
+Filed with this Annual Report on Form 10-K.
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