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 0102, 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 58.0201 DepartureOther of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersEvents.

On July 12, 2026, National Bankshares, Inc. (“the “Company”), ~~The~~announced ~~National~~the ~~Bank~~completion of ~~Blacksburg~~a ~~(the~~strategic ~~“Bank”),~~repositioning ~~the~~of ~~Company’s~~a ~~wholly-owned~~portion ~~banking~~of ~~subsidiary~~its securities available-for-sale portfolio (the “~~Bank~~Portfolio Restructuring”)~~, and F~~. ~~Brad~~In ~~Denardo,~~ the ~~Chairman~~Portfolio ofRestructuring, the ~~Board of the~~ Company ~~and~~sold ~~the~~securities ~~Bank~~available-for-sale ~~and~~with ~~former~~a ~~President~~total ~~and~~amortized ~~Chief~~cost ~~Executive Officer~~ of ~~the~~$131.87 ~~Company~~million and ~~the Bank, entered into~~ a ~~consulting~~weighted ~~agreement,~~average ~~dated~~yield ~~July~~of 1,.80%. Following ~~2026 (~~the ~~“Consulting Agreement”)~~sale, ~~that is effective beginning on July 1, 2026 and will end on June 30, 2027 (~~the ~~“Consulting~~Company ~~Period”).~~purchased ~~The~~securities ~~Consulting Agreement extends~~ available-for-sale ~~another~~with ~~year~~a ~~the~~total ~~consulting~~amortized ~~agreement~~cost ~~between~~of ~~the parties dated March 31, 2025~~$127.33 ~~Pursuant~~million ~~to the Consulting Agreement, Mr. Denardo will provide consulting~~ and ~~advisory~~a ~~services~~weighted toaverage ~~the~~yield ~~Company~~of ~~and the Bank~~5.16%. ~~During~~The ~~the~~Portfolio ~~Consulting~~Restructuring ~~Period,~~resulted ~~Mr.~~in ~~Denardo~~a ~~will~~pre-tax ~~receive~~loss aon ~~monthly~~the ~~consulting~~sale ~~fee~~of securities of $6~~,000~~.55 ~~Under the terms of the Consulting Agreement~~million, ~~Mr.~~which ~~Denardo~~will isbe ~~subject~~included toin ~~customary noncompetition covenants during~~ the ~~Consulting~~Company’s ~~Period.~~financial ~~The~~results ~~Consulting~~for ~~Period~~the ~~may~~second bequarter ~~extended~~of ~~if agreed to by the parties~~2026.

The ~~foregoing~~Company ~~summary~~executed ~~description~~the Portfolio Restructuring after the completion of the ~~Consulting~~sale ~~Agreement~~of isits ~~qualified~~membership interest in ~~its~~Bearing ~~entirety~~Insurance byGroup, ~~reference~~LLC tothat ~~the~~was ~~agreement~~previously announced on May 1, a2026. ~~copy~~The gain on the sale of ~~which~~the ~~will~~membership beinterest ~~filed~~will asoffset anthe ~~exhibit~~impact toon the Company’'s ~~Quarterly~~current ~~Report~~period earnings of the loss recognized on ~~Form~~the 10Portfolio Restructuring. The Company expects the pre-Qtax ~~for~~loss on the ~~quarter~~Portfolio ~~ended~~Restructuring ~~June~~will ~~30,~~be ~~2026~~recovered over approximately 1.8 years.

~~SIGNATURES~~About National Bankshares

~~Pursuant~~National toBankshares, ~~the~~Inc., ~~requirements~~headquartered ofin Blacksburg, Virginia, is the ~~Securities~~parent ~~Exchange~~company ~~Act~~of The National Bank of ~~1934~~Blacksburg, ~~the~~which ~~registrant~~does ~~has~~business ~~duly~~as ~~caused~~National ~~this~~Bank, ~~report~~and toNational beBankshares ~~signed~~Financial Services, Inc. National Bank is a community bank operating from 28 full-service offices, primarily in Southwestern, Western and Central Virginia, and one loan production office in Charlottesville, Virginia. National Bankshares Financial Services, Inc. is an investment and insurance subsidiary in the same trade area. The Company’s stock is traded on ~~its~~the ~~behalf~~Nasdaq byCapital Market under the ~~undersigned~~symbol ~~hereunto~~“NKSH.” ~~duly~~Additional ~~authorized~~information is available at www.nationalbankshares.com.

			NATIONAL BANKSHARES, INC.
Date:	July 1, 2026	By:	/s/ Lara E. Ramsey
			Lara E. Ramsey President & Chief Executive Officer

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, achievements, or trends will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the following: the level of inflation; interest rates; national and local economic conditions; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Consumer Financial Protection Bureau and the Federal Deposit Insurance Corporation, and the impact of any policies or programs implemented pursuant to financial reform legislation; unanticipated increases in the level of unemployment in the Company’s market; the qualitsy or composition of the loan and/or investment portfolios; the sufficiency of the Company’s allowance for credit losses; demand for loan products; deposit flows, including impact on liquidity; competition; demand for financial services in the Company’s market; the real estate market conditions in the Company’s market; laws, regulations and policies impacting financial institutions; adverse developments in the financial industry generally, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer behavior; technological risks and developments, and cyber-threats, attacks or events; the Company’s technology initiatives; geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts; the occurrence of significant natural disasters, including severe weather conditions, floods, and other catastrophic events; the Company's ability to identify, attract, and retain experienced management, relationship managers, and support personnel, particularly in a competitive labor environment; performance by the Company’s counterparties or vendors; applicable accounting principles, policies and guidelines; the impact of public health events, including the adverse impact on our business and operations and on our customers; and other factors described from time to time in the Company’s reports (such as our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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:	July 2, 2026	By:	/s/ Lara E. Ramsey
			Lara E. Ramsey, President & CEO

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