Virginia National Bankshares Corp
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Cover page
Show cover page
`
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended September 30,2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from ___________ to ___________
Commission File Number: 001-40305
VIRGINIA NATIONAL BANKSHARES CORP ORATION
(Exact Name of Registrant as Specified in its Charter)
| Virginia | 46-2331578 |
|---|---|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | 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
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | VABK | The Nasdaq Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐ No☒
As of November 10, 2025, the registrant had 5,393,139 shares of common stock, $2.50 par value per share, outstanding.
FORM 10-Q
TABLE OF CONTENTS
| Part I. Financial Information | |
|---|---|
| Item 1 Financial Statements | Page 4 |
| Consolidated Balance Sheets (unaudited) | Page 4 |
| Consolidated Statements of Income (unaudited) | Page 5 |
| Consolidated Statements of Comprehensive Income (unaudited) | Page 6 |
| Consolidated Statements of Changes in Shareholders’ Equity (unaudited) | Page 7 |
| Consolidated Statements of Cash Flows (unaudited) | Page 8 |
| Notes to Consolidated Financial Statements (unaudited) | Page 9 |
| Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations | Page 35 |
| Application of Critical Accounting Policies and Estimates | Page 36 |
| Financial Condition | Page 36 |
| Results of Operations | Page 43 |
| Item 3 Quantitative and Qualitative Disclosures About Market Risk | Page 51 |
| Item 4 Controls and Procedures | Page 51 |
| Part II. Other Information | |
| Item 1 Legal Proceedings | Page 51 |
| Item 1A Risk Factors | Page 51 |
| Item 2 Unregistered Sales of Equity Securities and Use of Proceeds | Page 52 |
| Item 3 Defaults Upon Senior Securities | Page 52 |
| Item 4 Mine Safety Disclosures | Page 52 |
| Item 5 Other Information | Page 52 |
| Item 6 Exhibits | Page 52 |
| Signatures | Page 53 |
| Glossary of Acronyms and Defined Terms | ||
|---|---|---|
| 2014 Plan | - | 2014 Stock Incentive Plan |
| 2022 Plan | - | 2022 Stock Incentive Plan |
| ACL | - | Allowance for credit losses |
| Acquired Loans | - | Loans acquired from Fauquier |
| AFS | - | Available for sale |
| ALM | - | Asset liability management |
| ASC | - | Accounting Standards Codification |
| ASC 326 | - | ASU 2016-13, Financial Instruments and Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
| ASC 820 | - | ASC 820, Fair Value Measurements and Disclosures |
| ASU | - | Accounting Standards Update |
| ATM | - | Automated teller machine |
| the Bank | - | Virginia National Bank |
| bps | - | Basis points |
| CD | - | Certificate of deposit |
| CDARS™ | - | Certificates of Deposit Account Registry Service |
| CECL | - | Current expected credit losses |
| CME | - | Chicago Mercantile Exchange |
| CMO | - | Collateralized mortgage obligation |
| the Company | - | Virginia National Bankshares Corporation and its subsidiaries |
| CRE | - | Commercial real estate |
| DCF | - | Discounted cash flow |
| EBA | - | Excess Balance Account |
| Effective Date | - | April 1, 2021 |
| Exchange Act | - | Securities Exchange Act of 1934, as amended |
| Fauquier | - | Fauquier Bankshares, Inc. and its subsidiaries |
| FASB | - | Financial Accounting Standards Board |
| Federal Reserve | - | Board of Governors of the Federal Reserve System |
| Federal Reserve Bank or FRB | - | Federal Reserve Bank of Richmond |
| FHLB | - | Federal Home Loan Bank of Atlanta |
| FOMC | - | Federal Open Market Committee |
| FTE | - | Fully taxable equivalent |
| GAAP or U.S. GAAP | - | Accounting principles generally accepted in the United States |
| ICS® | - | Insured Cash Sweep® |
| IRR | - | Interest rate risk |
| LIBOR | - | London Interbank Offering Rate |
| Masonry Capital | - | Masonry Capital Management, LLC |
| Merger | - | Mergers of Fauquier Bankshares, Inc. and The Fauquier Bank with and into the Company and the Bank, respectively |
| NPA | - | Nonperforming assets |
| PCA | - | Prompt Corrective Action |
| PCD | - | Purchased loan with credit deterioration |
| the Plans | - | 2014 Stock Incentive Plan and 2022 Stock Incentive Plan |
| ROAA | - | Return on Average Assets |
| ROAE | - | Return on Average Equity |
| SBA | - | Small Business Administration |
| SEC | - | U.S. Securities and Exchange Commission |
| SOFR | - | Secured Overnight Financing Rate |
| TLM | - | Troubled loan modification |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.