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NKSH · Current Report (Form 8-K) · Filed April 9, 2026

National Bankshares Inc — Current Report (Form 8-K)

Form
8-K
Filed
April 9, 2026
Period
Apr 9, 2026
Ticker
NKSH
Accession
0001193125-26-149194
National Bankshares Inc on Boardroom AlphaView on SEC EDGAR
Boardroom Alpha · Filing insights

Board reduces director count from 13 to 12. Charles E. Green III will retire at the 2026 annual meeting per age limit.

About National Bankshares Inc
Market cap
$223M
1Y TSR
+40.0%
3Y TSR
+10.6%
Board grade
C
Sector
Financial Services
CEO
Lara E Ramsey
Last annual meeting: May 12, 2026 · View full National Bankshares Inc profile →
8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 09, 2026

 

 

National Bankshares, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Virginia

0-15204

54-1375874

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

101 Hubbard Street

 

Blacksburg, Virginia

 

24060

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 540 951-6300

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $1.25 per share

 

NKSH

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 8, 2026, the Board of Directors of National Bankshares, Inc. (the “Company”) adopted an amendment (the “Amendment”) of the Bylaws of the Company. The Amendment will become effective on May 13, 2026. The Amendment:

 

changed the number of directors of the Company from thirteen (13) to twelve (12) (Article II, Section 2.2).

 

A copy of the Bylaws, as amended and restated, is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

The Company’s Articles of Incorporation provide that the number of directors of the Company shall be set by the Company’s Bylaws and shall be not less than nine (9) nor more than twenty-six (26).

The Board of Directors amended the Bylaws to set the number of directors at twelve (12) because of one Director retiring.

 

In accordance with the age limit provision in the Company’s Bylaws, Charles E. Green, III will not stand for re-election at the Company’s 2026 Annual Meeting of Shareholders and will retire from the Board of Directors of the Company effective as of the date of the annual meeting. Mr. Green’s retirement does not relate to any disagreement on matters relating to the Company’s operations, policies, or practices or any other matter.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits:

 

3.2 Bylaws of National Bankshares Inc., as amended and restated, effective May 13, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

National Bankshares, Inc.

 

 

 

 

Date:

04/09/2026

By:

/s/ Lara E. Ramsey

 

 

 

President & CEO

 

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Reference

Frequently asked questions

When did National Bankshares Inc file this 8-K?
National Bankshares Inc (NKSH) filed this Current Report (Form 8-K) with the SEC on April 9, 2026. The accession number assigned by EDGAR is 0001193125-26-149194.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Board reduces director count from 13 to 12. Charles E. Green III will retire at the 2026 annual meeting per age limit. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find National Bankshares Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K National Bankshares Inc has filed under CIK 796534, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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