NATIONAL BANKSHARES INC 8-K

What Happened
National Bankshares, Inc. announced on April 9, 2026 (8-K filing) that its Board adopted an amendment to the Company’s Bylaws on April 8, 2026, changing the number of directors from thirteen (13) to twelve (12). The amendment becomes effective May 13, 2026. In accordance with the bylaws’ age limit provision, Director Charles E. Green, III will not stand for re-election at the Company’s 2026 Annual Meeting and will retire effective as of that meeting. The filing states his retirement is not due to any disagreement with the Company.

Key Details

• Bylaw amendment adopted April 8, 2026; effective May 13, 2026 (bylaws as amended attached as Exhibit 3.2).
• Board size changed from 13 to 12 (Article II, Section 2.2).
• Company charter allows the board to be set between 9 and 26 directors; board chose 12 following a director retirement.
• Director Charles E. Green, III will retire at the 2026 Annual Meeting and will not seek re-election; retirement not related to any disagreement.

Why It Matters
This is a governance-level change rather than an operational or financial one. For shareholders, the immediate effect is a slightly smaller board following a planned retirement, which can influence board committee assignments and voting dynamics. The filing confirms the retirement is routine and not due to disputes with management or the board, and there is no indication of any impact on the company’s financial results.