Virginia National Bankshares Corp
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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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.
Jun 30, 2026 · Filed Aug 13, 2026
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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 June 30,2026
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 August 11, 2026, the registrant had 5,425,282 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 28 |
| Application of Critical Accounting Policies and Estimates | Page 29 |
| Financial Condition | Page 29 |
| Results of Operations | Page 35 |
| Item 3 Quantitative and Qualitative Disclosures About Market Risk | Page 42 |
| Item 4 Controls and Procedures | Page 42 |
| Part II. Other Information | |
| Item 1 Legal Proceedings | Page 42 |
| Item 1A Risk Factors | Page 42 |
| Item 2 Unregistered Sales of Equity Securities and Use of Proceeds | Page 43 |
| Item 3 Defaults Upon Senior Securities | Page 43 |
| Item 4 Mine Safety Disclosures | Page 43 |
| Item 5 Other Information | Page 43 |
| Item 6 Exhibits | Page 43 |
| Signatures | Page 44 |
| 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 |
| ASC | - | Accounting Standards Codification |
| ASC 820 | - | ASC 820, Fair Value Measurements and Disclosures |
| ASU | - | Accounting Standards Update |
| the Bank | - | Virginia National Bank |
| BOLI | - | Bank-owned life insurance |
| bps | - | Basis points |
| CBLR | - | Community Bank Leverage Ratio |
| CDARS™ | - | Certificates of Deposit Account Registry Service |
| CECL | - | Current expected credit losses |
| CET1 | - | Common equity tier 1 |
| CFPB | - | Consumer Financial Protection Bureau |
| CME | - | Chicago Mercantile Exchange |
| CMO | - | Collateralized mortgage obligation |
| the Company | - | Virginia National Bankshares Corporation and its subsidiary |
| CRA | - | Community Reinvestment Act of 1977 |
| CRE | - | Commercial real estate |
| Dodd-Frank Act | - | Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 |
| Effective Date | - | April 1, 2021 |
| EPS | - | Earnings per common share |
| Exchange Act | - | Securities Exchange Act of 1934, as amended |
| Fauquier | - | Fauquier Bankshares, Inc. and its subsidiaries |
| FASB | - | Financial Accounting Standards Board |
| FBS | - | Fauquier Bank Services, Inc |
| Federal Reserve | - | Board of Governors of the Federal Reserve System |
| Federal Reserve Act | - | Federal Reserve Act of 1913, as amended |
| 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® |
| MBS | - | Mortgage-Backed Securities |
| Merger | - | Mergers of Fauquier Bankshares, Inc. and The Fauquier Bank with and into the Company and the Bank, respectively |
| Nasdaq | - | The Nasdaq Stock Market, LLC |
| NPA | - | Nonperforming assets |
| OCC | - | Office of the Comptroller of the Currency |
| PCA | - | Prompt Corrective Action |
| PCD | - | Purchased loan with credit deterioration |
| ROAA | - | Return on Average Assets |
| ROAE | - | Return on Average Equity |
| Reorganization | - | Reorganization Agreement and Plan of Share Exchange dated March 6, 2013 between the Bank and the Company |
| SBA | - | Small Business Administration |
| SCC | - | Virginia State Corporation Commission |
| SEC | - | U.S. Securities and Exchange Commission |
| Securities Act | - | Securities Act of 1933, as amended |
| SOFR | - | Secured Overnight Financing Rate |
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