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): ~~July~~October 2522, 2025

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Virginia	001-40305	46-2331578
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

    

(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	VABK	The Nasdaq Stock Market LLC

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 52.0702 SubmissionResults of MattersOperations toand aFinancial Vote of Security HoldersCondition.

On October 23, 2025, Virginia National Bankshares Corporation (the “Company”) ~~held~~issued ~~its~~a ~~2025~~press Annual Meeting of Shareholders on July 24, 2025 (the “Meeting”). At the Meeting, the Company’s shareholders (1) elected each of the 10 persons listed below under Proposal 1 by plurality to serve until the Company’s 2026 annual meeting of shareholders; (2) approved, on an advisory basis, the Company’s executive compensation as disclosed in the proxy statement ~~related~~announcing to the ~~Meeting;~~consolidated ~~(3)~~earnings approved, on an advisory basis, the Company's frequency of the advisory vote on executive compensation every one year; (4) approved an amendment to the Virginia National Bankshares Corporation 2022 Stock Incentive Plan to increase the number of shares available for ~~issuance under~~ the ~~plan~~quarter byended ~~150,000~~September ~~shares~~30, ~~and (5) ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for~~ 2025.

~~The~~A ~~Company's~~copy ~~Inspectors~~ of ~~Election~~the ~~for~~press ~~the~~statement ~~Meeting~~is ~~reported~~furnished ~~the~~as ~~following~~Exhibit ~~results~~99.1 ofto ~~the~~this ~~votes~~Form by8-K ~~the~~and ~~Company’s~~incorporated ~~shareholders:~~herein by reference.

~~Proposal~~The ~~1. Election~~information ofin 10this ~~directors~~Form to8-K, ~~serve~~and ~~until~~the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the ~~2026~~Securities ~~annual~~Exchange ~~meeting~~Act of ~~shareholders~~1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Nominees	Votes For	Votes Withheld	Broker Non-Votes
John B. Adams, Jr.	3,347,070.98	93,554.00	816,923.00
Kevin T. Carter	3,406,236.98	34,388.00	816,923.00
Hunter E. Craig	3,375,817.98	64,807.00	816,923.00
William D. Dittmar, Jr.	2,522,217.98	918,407.00	816,923.00
Randolph D. Frostick	3,337,821.98	102,803.00	816,923.00
Linda M. Houston	3,302,928.89	137,696.08	816,923.00
Jay B. Keyser	3,396,267.89	44,357.08	816,923.00
Glenn W. Rust	2,901,270.48	539,354.50	816,923.00
Sterling T. Strange, III	3,405,557.89	35,067.08	816,923.00
Gregory L. Wells	3,367,405.98	73,219.00	816,923.00

Item 8.01. Other Events.

~~Proposal~~On ~~2. Advisory~~October ~~(non-binding)~~22, ~~vote~~2025, tothe ~~approve~~Company's Board of Directors declared a cash dividend on the Company's ~~executive~~outstanding ~~compensation~~shares of common stock. The dividend of $0.36 per share will be paid on November 28, 2025 to stockholders of record as of the close of business on November 14, 2025.

Votes For	Votes Against	Abstain	Broker Non-Votes
3,143,515.98	176,185.00	120,924.00	816,923.00

Item 9.01 Financial Statements and Exhibits.

~~Proposal 3. Advisory~~ (~~non-binding~~d) ~~vote to approve the frequency of the advisory vote on the Company's executive compensation~~ Exhibits.

One Year	Two Year	Three Year	Abstain	Broker Non-Votes
3,237,698.48	33,717.00	86,686.50	82,523.00	816,923.00

Exhibit No. Description of Exhibit

Proposal 4. Approval of an amendment to the Virginia National Bankshares Corporation 2022 Stock Incentive Plan to increase the number of shares available for issuance under the plan by 150,000 shares


99.1	Press statement issued by Virginia National Bankshares Corporation on October 23, 2025.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Votes For	Votes Against	Abstain	Broker Non-Votes
3,124,732.85	292,486.76	23,405.37	816,923.00

SIGNATURES

~~Proposal~~Pursuant ~~5. Ratification~~to the requirements of the ~~appointment~~Securities Exchange Act of ~~Yount~~1934, ~~Hyde~~the &registrant ~~Barbour,~~has ~~P.C.~~duly ascaused ~~the~~this ~~Company's~~report ~~independent~~to ~~registered~~be ~~public~~signed ~~accounting~~on ~~firm~~its ~~for~~behalf ~~2025~~by the undersigned thereunto duly authorized.

Votes For	Votes Against	Abstain	Broker Non-Votes
			VIRGINIA NATIONAL BANKSHARES CORPORATION
4,241,654.89	11,738.08	4,155.00	-
Date:	October 23, 2025	By:	/s/ Tara Y. Harrison
			Tara Y. HarrisonExecutive Vice President and Chief Financial Officer

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 thereunto duly authorized.

			VIRGINIA NATIONAL BANKSHARES CORPORATION
Date:	July 25, 2025	By:	/s/ Tara Y. Harrison
			Executive Vice President and Chief Financial Officer

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