Virginia National Bankshares Corp

Trading Arrangements -During the three months ended December 31, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Resignation of Executive Officer– Because we are filing this Annual Report on Form 10-K within four business days after the triggering event, we are making the following disclosure under this Item 9B instead of filing a Current Report on Form 8-K under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 26, 2025, the Company and Donna G. Shewmake, the Company’s General Counsel and a named executive officer, entered into a Transition Agreement and Release (the “Transition Agreement”) whereby, at Ms. Shewmake’s request, she will no longer be an executive officer and General Counsel of the Company effective immediately. Under the Transition Agreement, Ms. Shewmake will remain with the Company as Senior Legal Counsel until December 31, 2025, which is her planned retirement date. Pursuant to the Transition Agreement, Ms. Shewmake will continue to receive her base salary and benefit opportunities as in effect as of March 26, 2025 through December 31, 2025. The Company and Ms. Shewmake have agreed that the Transition Agreement supersedes any prior agreements between the Company and Ms. Shewmake, including her prior management continuity agreement.

The description of the terms of the Transition Agreement above is not intended to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.4 to this Form 10-K.