Virginia National Bankshares Corp 2024年度报告

VIRGINIA NATIONAL BANKSHARES CORPORATION (Exact name of Registrant as specified in its Charter) Virginia(State or other jurisdiction ofincorporation or organization)404 People PlaceCharlottesville,VA(Address of principal executive offices) 46-2331578(I.R.S. EmployerIdentification No.) Registrant’s telephone number, including area code: (434)817-8621 Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☐ Accelerated filer Smaller reporting 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the last reported sale price of the commonstock quoted on The NASDAQ Capital Market, on June 30, 2023 (the last business day of the Registrant’s most recently completed second fiscal quarter) wasapproximately $152.2million. The number of shares of Registrant’s Common Stock outstanding as of March 26, 2025 was5,391,979. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement to be used in conjunction with the registrant’s 2025 Annual Meeting of Shareholders are incorporated intoPart III of this Form 10-K. INDEX Part IItem 1Business7Item 1ARisk Factors19Item 1BUnresolved Staff Comments30Item 1CCybersecurity31Item 2Properties32Item 3Legal Proceedings32Item 4Mine Safety Disclosures32Part IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities33Item 6[Reserved]33Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 7AQuantitative and Qualitative Disclosures About Market Risk55Item 8Financial Statements and Supplementary Data56Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure113Item 9AControls and Procedures113Item 9BOther Information114Item 9CDisclosure Regarding Foreign Jurisdictions That Prevent Inspections114Part IIIItem 10Directors, Executive Officers and Corporate Governance115Item 11Executive Compensation115Item 12Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters115Item 13Certain Relationships and Related Party Transactions and Director Independence115Item 14Principal Accountant Fees and Services115Part IVItem 15Exhibits, Financial Statement Schedules116Item 16Form 10-K Summary117Signatures119 Glossary of Acronyms and Defined Terms 2014 Plan2022 PlanACHACLAcquired LoansAFSALCOASCASC 326ASC 350ASC 718AS