NATIONAL BANKSHARES INC
For the period ended Dec 31, 2023. Filed Mar 19, 2024.
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FY2023 · Filed Mar 19, 2024
NKSH$39.90+0.6%Stored close · as of Nov 10, 2026
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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, 2023 and 2022
Consolidated Statements of Income – Years ended December 31, 2023 and 2022
Consolidated Statements of Comprehensive Income (Loss) – Years ended December 31, 2023 and 2022
Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows – Years ended December 31, 2023 and 2022
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 January 24, 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 | Filed herewith |
| *10(i) | Employee Lease Agreement dated August 14, 2002, between National Bankshares, Inc. and The National Bank of Blacksburg | (incorporated herein by reference to Exhibit 10 of Form 10-Q for the period ended September 30, 2002) |
| *10(ii) | 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(iii) | 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) |
| (continued) | ||
| *10(iv) | 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(v) | 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(vi) | 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(vii) | 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(viii) | 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(ix) | 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(x) | 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(xi) | Salary Continuation Agreement dated February 8, 2006, between The National Bank of Blacksburg and David K. Skeens | (incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012) |
| *10(xii) | First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for David K. Skeens | (incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012) |
| *10(xiii) | Second Amendment, dated December 17, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for David K. Skeens | (incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012) |
| *10(xiv) | Third Amendment, dated January 20, 2012, to The National Bank of Blacksburg Salary Continuation Agreement for David K. Skeens | (incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012) |
| *10(xv) | Fourth Amendment, dated August 16, 2021, to National Bankshares, Inc. Salary Continuation Agreement for David K. Skeens | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on August 20, 2021) |
| *10(xvi) | Salary Continuation Agreement dated February 8, 2006 between The National Bankshares, Inc. and Lara E. Ramsey | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017) |
| *10(xvii) | First Amendment, dated December 19, 2007, to National Bankshares, Inc. Salary Continuation Agreement for Lara E. Ramsey | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017) |
| *10(xviii) | Second Amendment, dated December 17, 2008, to National Bankshares, Inc. Salary Continuation Agreement for Lara E. Ramsey | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017) |
| *10(xix) | Third Amendment, dated June 22, 2016, to National Bankshares, Inc. Salary Continuation Agreement for Lara E. Ramsey | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017) |
| *10(xx) | Fourth Amendment, dated August 16, 2021, to National Bankshares, Inc. Salary Continuation Agreement for Lara E. Ramsey | (incorporated herein by reference to Exhibit 10.3 of the Form 8-K filed on August 20, 2021) |
| *10(xxi) | Salary Continuation Agreement dated May 24, 2013 between The National Bank of Blacksburg and Paul A. Mylum | (incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 8, 2018) |
| *10(xxii) | First Amendment, dated August 16, 2021, to National Bankshares, Inc. Salary Continuation Agreement for Paul A. Mylum | (incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on August 20, 2021) |
| *10(xxiii) | National Bankshares, Inc. 2023 Stock Incentive Plan | (incorporated 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) |
| (continued) | ||
| +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 | Filed herewith |
| +101 | The following materials from National Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, 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 (Loss), (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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