8-K
Virginia National Bankshares Corp (VABK)
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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): October 22, 2025 |
|---|
VIRGINIA NATIONAL BANKSHARES CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| Virginia | 001-40305 | 46-2331578 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>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<br>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 2.02 Results of Operations and Financial Condition.
On October 23, 2025, Virginia National Bankshares Corporation (the “Company”) issued a press statement announcing the consolidated earnings for the quarter ended September 30, 2025.
A copy of the press statement is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
The information in this Form 8-K, and the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 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.
Item 8.01. Other Events.
On October 22, 2025, the Company's Board of Directors declared a cash dividend on the Company's outstanding 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
| 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). |
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: | October 23, 2025 | By: | /s/ Tara Y. Harrison |
| Tara Y. Harrison<br>Executive Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
| FOR IMMEDIATE RELEASE | INVESTOR RELATIONS CONTACT: |
|---|---|
| Tara Y. Harrison (434) 817-8587 |
VIRGINIA NATIONAL BANKSHARES CORPORATION
ANNOUNCES 2025 THIRD QUARTER EARNINGS
AND QUARTERLY DIVIDEND
Charlottesville, VA – October 23, 2025 - Virginia National Bankshares Corporation (NASDAQ: VABK) (the “Company”) today reported quarterly net income of $4.6 million, or $0.84 per diluted share, for the quarter ended September 30, 2025, compared to the $4.6 million, or $0.85 per diluted share, recognized for the quarter ended September 30, 2024. For the nine months ended September 30, 2025, the Company recognized net income of $13.3 million, or $2.45 per diluted share, compared to $12.4 million, or $2.30 per diluted share, for the nine months ended September 30, 2024.
The increase in 2025 year-to-date net income as compared to the prior year was primarily the result of decreased interest expense, as a result of the reduction in cost of funds associated with deposits and borrowings. Cost of funds declined 30 bps year-over-year while yields on earning assets held steady despite several reductions in the prime rate.
Dividend Declaration
On October 22, 2025, the Company's Board of Directors declared a quarterly cash dividend of $0.36 per share of common stock payable on November 28, 2025, to the holders of record at the close of business on November 14, 2025. The quarterly cash dividend represents an annual yield to shareholders of approximately 3.63% based on the closing price of the Company’s common stock on October 22, 2025.
President and Chief Executive Officer's comments: "I am pleased to report that the key performance indicators that we monitor closely, return on average assets, return on average equity, net interest margin and the efficiency ratio, all improved over the last quarter" stated Glenn W. Rust, President and Chief Executive Officer. "While our loan balances slightly declined during the most recent quarter, we continued our focus on strong credit standards which continues to bode well for our organization."
Key Performance Indicators
Third quarter 2025 compared to second quarter 2025
- Return on average assets improved to 1.12%. from 1.05%.
- Return on average equity improved to 10.48% from 10.05%.
- Net interest margin (FTE)1 improved to 3.43% from 3.40%.
- Loan-to-deposit ratio remained stable at 89%.
- Efficiency ratio (FTE)1 improved to 57.9% from 61.2%.
September 30, 2025 Balance Sheet Highlights
- Gross loans outstanding as of September 30, 2025 totaled $1.2 billion, an increase of $19.5 million, or 1.6% compared to September 30, 2024. The Company experienced nominal loan contraction in the third quarter of 2025, with gross loan balances decreasing $1.0 million from year-end.
- Deposit balances increased $5.0 million or 0.4% from September 30, 2024, yet decreased $38.7 million since December 31, 2024. This decline, as highlighted in our second quarter release, facilitated the efforts to stabilize the overall cost of funds through changes in the mix of cost components.
_____________________________________________________________________
1 See "Reconciliation of Certain Quarterly Non-GAAP Financial Measures" at the end of this release.
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- Securities balances declined $27.5 million from September 30, 2024 to September 30, 2025 as the Company continued to book loans at more attractive yields and reduce higher cost borrowings.
- The Company utilizes a third-party to offer multi-million-dollar FDIC insurance to customers with balances in excess of single-bank limits through reciprocal Insured Cash Sweep® (ICS) plans. Deposit balances held in ICS plans amounted to $145.2 million as of September 30, 2025, $166.6 million as of December 31, 2024 and $145.6 million as of September 30, 2024.
- Outstanding borrowings from the FHLB as of September 30, 2025 decreased $22.5 million from $52.5 million at September 30, 2024 and increased by $10.0 million from December 31, 2024.
- As of September 30, 2025, the Company had unused borrowing facilities in place of approximately $223.0 million and held no brokered deposits.
Loans and Asset Quality
- Credit performance remains strong with nonperforming assets as a percentage of total assets of 0.42% as of September 30, 2025, 0.19% as of December 31, 2024 and 0.33% as of September 30, 2024.
- Nonperforming assets amounted to $6.8 million as of September 30, 2025, compared to $3.0 million as of December 31, 2024 and $5.3 million as of September 30, 2024;
- Fourteen loans to thirteen borrowers are in non-accrual status, totaling $2.6 million, as of September 30, 2025, compared to $2.3 million as of December 31, 2024 and $2.1 million as of September 30, 2024.
- Loans 90 days or more past due and still accruing interest amounted to $4.2 million as of September 30, 2025, compared to $754 thousand as of December 31, 2024 and $3.2 million as of September 30, 2024. The past due balance as of September 30, 2025 is comprised of four loans totaling $4.0 million which are 100% government-guaranteed, two loans secured by residential real estate totaling $158 thousand and five student loans totaling $62 thousand.
- The Company currently holds no other real estate owned.
- The period-end Allowance for Credit Losses on Loans (“ACL”) as a percentage of total loans was 0.69% as of September 30, 2025, 0.68% as of December 31, 2024 and 0.70% as of September 30, 2024. The individual differences in the balances of various pools as well as changing loss rates have resulted in only nominal changes to the overall ACL ratio. The proportionate increase in government-guaranteed loans over the respective periods is also a main driver holding the ACL as a percentage of total loans fairly steady year-over-year. Balances in such loans are 100% government-guaranteed and do not require an ACL.
- The fair value mark that was allocated to the acquired loans was $21.3 million as of April 1, 2021, with a remaining balance of $5.2 million as of September 30, 2025.
- For the three months ended September 30, 2025, the Company recorded a net charge to the provision for credit losses of $332 thousand, due primarily to changes in loss factors, as a result of a routine annual loss driver analysis, considered in the quantitative portion of the calculation. The provision includes a $78 thousand charge for changes in unfunded reserves, as a result of changes in unfunded loan commitments and application of the aforementioned changes in quantitative factors.
Net Interest Income
- Net interest income for the three months ended September 30, 2025 of $13.1 million increased $1.0 million, or 8.7%, compared to the three months ended September 30, 2024, predominantly due to decreased interest expense associated with deposit accounts, coupled with increased interest income earned on loans and federal funds sold driving an additional net increase.
- Net interest margin (FTE), (a non-GAAP financial measure)1, for the three months ended September 30, 2025 was 3.43%, compared to 3.24% for the three months ended September 30, 2024. The increase as compared to the third quarter of 2024 was primarily due to the decrease in cost of funds, as described below.
- The Bank's yield on loans was 5.64% for the three months ended September 30, 2025, compared to 5.85% for the prior year same period. The accretion of the fair value mark related to purchased loans positively impacted interest income by 13 bps in the third quarter of 2025, compared to 25 bps in the third quarter of 2024.
__________________________________________________________________
1 See "Reconciliation of Certain Quarterly Non-GAAP Financial Measures" at the end of this release.
Page 2 of 10
- The overall cost of funds, including noninterest-bearing deposits, of 177 bps incurred in the three months ended September 30, 2025 decreased 30 bps from 207 bps in the same period in the prior year. Overall, the cost of interest-bearing deposits decreased period over period by 45 bps, from a cost of 2.71% to 2.26%. The cost of borrowings from the FHLB decreased 9 bps from the third quarter of 2024 to the third quarter of 2025, from 4.86% to 4.77%.
Noninterest Income
Noninterest income for the three months ended September 30, 2025 decreased $101 thousand, or 7.0%, compared to the three months ended September 30, 2024, primarily as a result of lower wealth management fees, and lower fee income from debit card usage.
Noninterest Expense
Noninterest expense for the three months ended September 30, 2025 increased by $461 thousand, or 5.8%, compared to the three months ended September 30, 2024. Increased franchise taxes, FDIC insurance expense, professional fees and continued investments in information technology drove increases during the quarter.
Efficiency Ratio
The Company's efficiency ratio (FTE)1 improved to 57.9% for the three months ended September 30, 2025 compared to 58.6% for the three months ended September 30, 2024, as the impact of increased net interest income (FTE)1 more than offset the decrease in noninterest income and increase in noninterest expense on a proportional basis. On a year-to-date basis, the efficiency ratio (FTE)1 improved to 60.5% in 2025 compared to 62.6% in 2024, also as a result of increased net interest income (FTE)1.
Income Taxes
The effective tax rates amounted to 19.5% and 18.5% for the three months ended September 30, 2025 and 2024, respectively. For each period, the effective income tax rate differed from the U.S. statutory rate of 21% due to the recognition of low-income housing tax credits net of the impact of the accounting change to proportional amortization in 2024, the effect of tax-exempt income from municipal bonds and income from bank owned life insurance policies.
Book Value
Book value per share increased to $32.89 as of September 30, 2025, compared to $30.89 as of September 30, 2024, and tangible book value per share (a non-GAAP financial measure)1 was $30.90 as of September 30, 2025 compared to $28.68 as of September 30, 2024. These values increased as net retained income increased and the impact of intangible assets declined due to the ongoing amortization of the Company's core deposit intangible asset.
Dividends
Cash dividends of $1.9 million, or $0.36 per share, were declared and paid during the third quarter of 2025. The remaining 58% of net income was retained.
_____________________________________________________________________
1 See "Reconciliation of Certain Quarterly Non-GAAP Financial Measures" at the end of this release.
Page 3 of 10
About Virginia National Bankshares Corporation
Virginia National Bankshares Corporation, headquartered in Charlottesville, Virginia, is the bank holding company for Virginia National Bank. The Bank has seven banking offices throughout Fauquier and Prince William counties, four banking offices in Charlottesville and Albemarle County (including one limited-service banking facility), and banking offices in Winchester and Richmond, Virginia. The Bank offers a full range of banking and related financial services to meet the needs of individuals, businesses and charitable organizations, including the fiduciary services of VNB Trust and Estate Services. The Company’s common stock trades on the Nasdaq Capital Market under the symbol “VABK.” Additional information on the Company is also available at www.vnbcorp.com.
Non-GAAP Financial Measures
The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (“GAAP”) and prevailing practices in the banking industry. However, management uses certain non-GAAP measures to supplement the evaluation of the Company’s performance. Management believes presentations of these non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for, or more important than, operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of GAAP to non-GAAP measures are included at the end of this release.
Forward-Looking Statements; Other Information
Certain statements in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, statements with respect to the Company’s operations, performance, future strategy and goals, and are often characterized by use of qualified words such as “expect,” “believe,” “estimate,” “project,” “anticipate,” “intend,” “will,” “should,” or words of similar meaning or other statements concerning the opinions or judgement of the Company and its management about future events. While Company management believes such statements to be reasonable, future events and predictions are subject to circumstances that are not within the control of the Company and its management. Actual results may differ materially from those included in the forward-looking statements due to a number of factors, including, without limitation, the effects of and changes in: inflation, interest rates, market and monetary fluctuations; liquidity and capital requirements; market disruptions including pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises, war and other military conflicts or other major events, the governmental and societal responses thereto, or the prospect of these events; changes, particularly declines, in general economic and market conditions in the local economies in which the Company operates, including the effects of declines in real estate values; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; the impact of changes in laws, regulations and guidance related to financial services including, but not limited to, taxes, banking, securities and insurance; changes in accounting principles, policies and guidelines; the financial condition of the Company’s borrowers; the Company's ability to attract, hire, train and retain qualified employees; an increase in unemployment levels; competitive pressures on loan and deposit pricing and demand; fluctuation in asset quality; assumptions that underlie the Company’s ACL; the value of securities held in the Company's investment portfolio; performance of assets under management; cybersecurity threats or attacks and the development and maintenance of reliable electronic systems; changes in technology and their impact on the marketing of new products and services and the acceptance of these products and services by new and existing customers; the willingness of customers to substitute competitors’ products and services for the Company’s products and services; the risks and uncertainties described from time to time in the Company’s press releases and filings with the SEC; and the Company’s performance in managing the risks involved in any of the foregoing. Many of these factors and additional risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other reports filed from time to time by the Company with the Securities and Exchange Commission. These statements speak only as of the date made, and the Company does not undertake to update any forward-looking statements to reflect changes or events that may occur after this release.
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VIRGINIA NATIONAL BANKSHARES CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
| December 31, 2024* | September 30, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and due from banks | 6,166 | $ | 5,311 | $ | 10,188 | |||
| Interest-bearing deposits in other banks | 8,965 | 11,792 | 8,977 | |||||
| Federal funds sold | 7,964 | - | - | |||||
| Securities: | ||||||||
| Available for sale (AFS), at fair value | 252,952 | 263,537 | 279,323 | |||||
| Restricted securities, at cost | 6,647 | 6,193 | 7,737 | |||||
| Total securities | 259,599 | 269,730 | 287,060 | |||||
| Loans, net of deferred fees and costs | 1,235,000 | 1,235,969 | 1,215,512 | |||||
| Allowance for credit losses | (8,510 | ) | (8,455 | ) | (8,523 | ) | ||
| Loans, net | 1,226,490 | 1,227,514 | 1,206,989 | |||||
| Premises and equipment, net | 11,775 | 15,383 | 15,562 | |||||
| Bank owned life insurance | 40,977 | 40,059 | 39,762 | |||||
| Goodwill | 7,768 | 7,768 | 7,768 | |||||
| Core deposit intangible, net | 2,942 | 3,792 | 4,099 | |||||
| Right of use asset, net | 6,666 | 5,551 | 5,921 | |||||
| Deferred tax asset, net | 13,097 | 15,407 | 13,548 | |||||
| Accrued interest receivable and other assets | 14,023 | 14,519 | 14,906 | |||||
| Total assets | 1,606,432 | $ | 1,616,826 | $ | 1,614,780 | |||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
| Liabilities: | ||||||||
| Demand deposits: | ||||||||
| Noninterest-bearing | 361,568 | $ | 374,079 | $ | 359,900 | |||
| Interest-bearing | 260,424 | 303,405 | 258,439 | |||||
| Money market and savings deposit accounts | 460,160 | 437,619 | 431,707 | |||||
| Certificates of deposit and other time deposits | 302,736 | 308,443 | 329,857 | |||||
| Total deposits | 1,384,888 | 1,423,546 | 1,379,903 | |||||
| Federal funds purchased | - | 236 | 3,112 | |||||
| Borrowings | 30,000 | 20,000 | 52,500 | |||||
| Junior subordinated debt, net | 3,542 | 3,506 | 3,495 | |||||
| Lease liability | 6,542 | 5,389 | 5,748 | |||||
| Accrued interest payable and other liabilities | 4,101 | 3,847 | 4,113 | |||||
| Total liabilities | 1,429,073 | 1,456,524 | 1,448,871 | |||||
| Commitments and contingent liabilities | ||||||||
| Shareholders' equity: | ||||||||
| Preferred stock, 2.50 par value | - | - | - | |||||
| Common stock, 2.50 par value | 13,318 | 13,263 | 13,257 | |||||
| Capital surplus | 107,076 | 106,394 | 106,166 | |||||
| Retained earnings | 90,149 | 82,507 | 80,789 | |||||
| Accumulated other comprehensive loss | (33,184 | ) | (41,862 | ) | (34,303 | ) | ||
| Total shareholders' equity | 177,359 | 160,302 | 165,909 | |||||
| Total liabilities and shareholders' equity | 1,606,432 | $ | 1,616,826 | $ | 1,614,780 | |||
| Common shares outstanding | 5,391,979 | 5,370,912 | 5,370,912 | |||||
| Common shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
| Preferred shares outstanding | - | - | - | |||||
| Preferred shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
All values are in US Dollars.
* Derived from audited consolidated financial statements
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VIRGINIA NATIONAL BANKSHARES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
(Unaudited)
| For the three months ended | For the nine months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||
| Interest and dividend income: | ||||||||||
| Loans, including fees | $ | 17,500 | $ | 17,378 | $ | 51,864 | $ | 49,281 | ||
| Federal funds sold | 283 | 136 | 530 | 535 | ||||||
| Other interest-bearing deposits | 55 | 50 | 142 | 165 | ||||||
| Investment securities: | ||||||||||
| Taxable | 1,199 | 1,414 | 3,773 | 5,349 | ||||||
| Tax exempt | 322 | 326 | 968 | 979 | ||||||
| Dividends | 112 | 102 | 336 | 320 | ||||||
| Total interest and dividend income | 19,471 | 19,406 | 57,613 | 56,629 | ||||||
| Interest expense: | ||||||||||
| Demand deposits | 66 | 66 | 202 | 205 | ||||||
| Money market and savings deposits | 3,026 | 2,990 | 8,957 | 8,864 | ||||||
| Certificates and other time deposits | 2,713 | 3,915 | 8,437 | 11,947 | ||||||
| Borrowings | 513 | 313 | 1,604 | 1,187 | ||||||
| Federal funds purchased | 3 | 9 | 28 | 25 | ||||||
| Junior subordinated debt | 78 | 89 | 224 | 260 | ||||||
| Total interest expense | 6,399 | 7,382 | 19,452 | 22,488 | ||||||
| Net interest income | 13,072 | 12,024 | 38,161 | 34,141 | ||||||
| Provision for (recovery of) credit losses | 332 | (114 | ) | 174 | (474 | ) | ||||
| Net interest income after provision for (recovery of) credit losses | 12,740 | 12,138 | 37,987 | 34,615 | ||||||
| Noninterest income: | ||||||||||
| Wealth management fees | 223 | 239 | 658 | 905 | ||||||
| Deposit account fees | 323 | 317 | 922 | 1,042 | ||||||
| Debit/credit card and ATM fees | 340 | 474 | 1,065 | 1,485 | ||||||
| Bank owned life insurance income | 318 | 294 | 918 | 858 | ||||||
| Gains on sales of assets, net | - | - | 278 | 36 | ||||||
| Gain on early redemption of debt | - | - | - | 379 | ||||||
| Losses on sales of AFS, net | - | - | - | (4 | ) | |||||
| Other | 147 | 128 | 580 | 620 | ||||||
| Total noninterest income | 1,351 | 1,452 | 4,421 | 5,321 | ||||||
| Noninterest expense: | ||||||||||
| Salaries and employee benefits | 3,909 | 3,769 | 11,708 | 11,771 | ||||||
| Net occupancy | 872 | 919 | 2,777 | 2,756 | ||||||
| Equipment | 182 | 176 | 569 | 514 | ||||||
| Bank franchise tax | 439 | 366 | 1,266 | 1,051 | ||||||
| Computer software | 303 | 219 | 825 | 703 | ||||||
| Data processing | 577 | 707 | 2,044 | 2,025 | ||||||
| FDIC deposit insurance assessment | 255 | 125 | 545 | 500 | ||||||
| Marketing, advertising and promotion | 171 | 166 | 604 | 571 | ||||||
| Professional fees | 256 | 189 | 843 | 631 | ||||||
| Core deposit intangible amortization | 271 | 319 | 850 | 994 | ||||||
| Other | 1,169 | 988 | 3,877 | 3,368 | ||||||
| Total noninterest expense | 8,404 | 7,943 | 25,908 | 24,884 | ||||||
| Income before income taxes | 5,687 | 5,647 | 16,500 | 15,052 | ||||||
| Provision for income taxes | 1,111 | 1,047 | 3,197 | 2,647 | ||||||
| Net income | $ | 4,576 | $ | 4,600 | $ | 13,303 | $ | 12,405 | ||
| Net income per common share, basic | $ | 0.85 | $ | 0.86 | $ | 2.47 | $ | 2.31 | ||
| Net income per common share, diluted | $ | 0.84 | $ | 0.85 | $ | 2.45 | $ | 2.30 | ||
| Weighted average common shares outstanding, basic | 5,391,979 | 5,370,912 | 5,387,658 | 5,371,616 | ||||||
| Weighted average common shares outstanding, diluted | 5,424,642 | 5,396,936 | 5,414,969 | 5,387,537 |
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VIRGINIA NATIONAL BANKSHARES CORPORATION
FINANCIAL HIGHLIGHTS
(dollars in thousands, except per share data)
(Unaudited)
| At or For the Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |||||||||||
| Common Share Data: | |||||||||||||||
| Net income | $ | 4,576 | $ | 4,238 | $ | 4,489 | $ | 4,561 | $ | 4,600 | |||||
| Net income per weighted average share, basic | $ | 0.85 | $ | 0.79 | $ | 0.83 | $ | 0.85 | $ | 0.86 | |||||
| Net income per weighted average share, diluted | $ | 0.84 | $ | 0.78 | $ | 0.83 | $ | 0.85 | $ | 0.85 | |||||
| Weighted average shares outstanding, basic | 5,391,979 | 5,391,979 | 5,378,871 | 5,370,912 | 5,370,912 | ||||||||||
| Weighted average shares outstanding, diluted | 5,424,642 | 5,417,900 | 5,402,936 | 5,407,489 | 5,396,936 | ||||||||||
| Actual shares outstanding | 5,391,979 | 5,391,979 | 5,391,979 | 5,370,912 | 5,370,912 | ||||||||||
| Tangible book value per share at period end 5 | $ | 30.90 | $ | 29.63 | $ | 28.84 | $ | 27.70 | $ | 28.68 | |||||
| Key Ratios: | |||||||||||||||
| Return on average assets 1 | 1.12 | % | 1.05 | % | 1.12 | % | 1.12 | % | 1.15 | % | |||||
| Return on average equity 1 | 10.48 | % | 10.05 | % | 11.05 | % | 10.98 | % | 11.44 | % | |||||
| Net interest margin (FTE) 1, 2 | 3.43 | % | 3.40 | % | 3.28 | % | 3.21 | % | 3.24 | % | |||||
| Efficiency ratio (FTE) 3 | 57.9 | % | 61.2 | % | 62.4 | % | 60.2 | % | 58.6 | % | |||||
| Loan-to-deposit ratio | 89.2 | % | 89.4 | % | 86.6 | % | 86.8 | % | 88.1 | % | |||||
| Net Interest Income: | |||||||||||||||
| Net interest income | $ | 13,072 | $ | 12,796 | $ | 12,295 | $ | 12,235 | $ | 12,024 | |||||
| Net interest income (FTE) 2 | $ | 13,158 | $ | 12,881 | $ | 12,381 | $ | 12,321 | $ | 12,111 | |||||
| Company Capital Ratios: | |||||||||||||||
| Tier 1 leverage ratio 6 | 12.26 | % | 12.12 | % | 11.83 | % | 11.34 | % | 11.81 | % | |||||
| Total risk-based capital ratio 6 | 20.15 | % | 19.46 | % | 18.92 | % | 18.77 | % | 18.88 | % | |||||
| Assets and Asset Quality: | |||||||||||||||
| Average earning assets | $ | 1,523,230 | $ | 1,521,345 | $ | 1,529,575 | $ | 1,526,464 | $ | 1,487,182 | |||||
| Average gross loans | $ | 1,230,805 | $ | 1,240,563 | $ | 1,233,520 | $ | 1,218,460 | $ | 1,181,447 | |||||
| Fair value mark on acquired loans | $ | 5,241 | $ | 5,724 | $ | 6,242 | $ | 6,785 | $ | 7,301 | |||||
| Allowance for credit losses on loans: | |||||||||||||||
| Beginning of period | $ | 8,347 | $ | 8,328 | $ | 8,455 | $ | 8,523 | $ | 8,028 | |||||
| Provision for (recovery of) credit losses | 253 | 90 | (105 | ) | (208 | ) | (3 | ) | |||||||
| Charge-offs | (146 | ) | (111 | ) | (70 | ) | (127 | ) | (272 | ) | |||||
| Recoveries | 56 | 40 | 48 | 267 | 770 | ||||||||||
| Net (charge-offs) recoveries | (90 | ) | (71 | ) | (22 | ) | 140 | 498 | |||||||
| End of period | $ | 8,510 | $ | 8,347 | $ | 8,328 | $ | 8,455 | $ | 8,523 | |||||
| Non-accrual loans | $ | 2,568 | $ | 2,614 | $ | 2,764 | $ | 2,267 | $ | 2,113 | |||||
| Loans 90 days or more past due and still accruing | 4,201 | 5,178 | 2,274 | 754 | 3,214 | ||||||||||
| Total nonperforming assets (NPA) 4 | $ | 6,769 | $ | 7,792 | $ | 5,038 | $ | 3,021 | $ | 5,327 | |||||
| NPA as a % of total assets | 0.42 | % | 0.48 | % | 0.31 | % | 0.19 | % | 0.33 | % | |||||
| NPA as a % of gross loans | 0.55 | % | 0.63 | % | 0.41 | % | 0.24 | % | 0.44 | % | |||||
| ACL to gross loans | 0.69 | % | 0.67 | % | 0.67 | % | 0.68 | % | 0.70 | % | |||||
| Non-accruing loans to gross loans | 0.21 | % | 0.21 | % | 0.22 | % | 0.18 | % | 0.17 | % | |||||
| Net charge-offs (recoveries) to average loans 1 | 0.03 | % | 0.02 | % | 0.01 | % | -0.05 | % | -0.17 | % |
1 Ratio is computed on an annualized basis.
2 The net interest margin and net interest income are reported on a fully tax-equivalent basis (FTE) basis, using a Federal income tax rate of 21%. This is a non-GAAP financial measure. Refer to the Reconciliation of Certain Non-GAAP Financial (FTE) Measures at the end of this release.
3 The efficiency ratio (FTE) is computed as a percentage of noninterest expense divided by the sum of net interest income (FTE) and noninterest income. This is a non-GAAP financial measure that management believes provides investors with important information regarding operational efficiency. Management believes such financial information is meaningful to the reader in understanding operating performance, but cautions that such information should not be viewed as a substitute for GAAP. Comparison of our efficiency ratio with those of other companies may not be possible because other companies may calculate them differently. Refer to the Reconciliation of Certain Non-GAAP Financial (FTE) Measures at the end of this release.
4 The Bank held no other real estate owned during any of the periods presented.
5 This is a non-GAAP financial measure. Refer to the Reconciliation of Certain Non-GAAP Financial (FTE) Measures at the end of this release.
6 All ratios at September 30, 2025 are estimates and subject to change pending regulatory filings. Ratios for prior periods are presented as filed.
Page 7 of 10
VIRGINIA NATIONAL BANKSHARES CORPORATION
AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)
(dollars in thousands)
(Unaudited)
| For the three months ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | |||||||||||||||
| Interest | Interest | |||||||||||||||
| Average | Income/ | Average | Average | Income/ | Average | |||||||||||
| Balance | Expense | Yield/Cost 4 | Balance | Expense | Yield/Cost 4 | |||||||||||
| ASSETS | ||||||||||||||||
| Interest Earning Assets: | ||||||||||||||||
| Securities: | ||||||||||||||||
| Taxable Securities and Dividends | $ | 193,809 | $ | 1,311 | 2.71 | % | $ | 221,548 | $ | 1,516 | 2.74 | % | ||||
| Tax Exempt Securities 1 | 65,222 | 408 | 2.50 | % | 66,334 | 413 | 2.49 | % | ||||||||
| Total Securities 1 | 259,031 | 1,719 | 2.65 | % | 287,882 | 1,929 | 2.68 | % | ||||||||
| Loans: | ||||||||||||||||
| Real Estate | 939,765 | 13,792 | 5.82 | % | 905,275 | 13,348 | 5.87 | % | ||||||||
| Commercial | 262,137 | 3,216 | 4.87 | % | 238,407 | 3,418 | 5.70 | % | ||||||||
| Consumer | 28,903 | 492 | 6.75 | % | 37,765 | 612 | 6.45 | % | ||||||||
| Total Loans | 1,230,805 | 17,500 | 5.64 | % | 1,181,447 | 17,378 | 5.85 | % | ||||||||
| Federal funds sold | 25,482 | 283 | 4.41 | % | 9,875 | 136 | 5.48 | % | ||||||||
| Other interest-bearing deposits | 7,912 | 55 | 2.76 | % | 7,978 | 50 | 2.49 | % | ||||||||
| Total Earning Assets | 1,523,230 | 19,557 | 5.09 | % | 1,487,182 | 19,493 | 5.21 | % | ||||||||
| Less: Allowance for Credit Losses | (8,362 | ) | (8,134 | ) | ||||||||||||
| Total Non-Earning Assets | 106,699 | 106,616 | ||||||||||||||
| Total Assets | $ | 1,621,567 | $ | 1,585,664 | ||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||||
| Interest Bearing Liabilities: | ||||||||||||||||
| Interest Bearing Deposits: | ||||||||||||||||
| Interest Checking | $ | 260,217 | $ | 66 | 0.10 | % | $ | 261,961 | $ | 66 | 0.10 | % | ||||
| Money Market and Savings Deposits | 468,488 | 3,026 | 2.56 | % | 425,026 | 2,990 | 2.80 | % | ||||||||
| Time Deposits | 290,246 | 2,713 | 3.71 | % | 334,768 | 3,915 | 4.65 | % | ||||||||
| Total Interest-Bearing Deposits | 1,018,951 | 5,805 | 2.26 | % | 1,021,755 | 6,971 | 2.71 | % | ||||||||
| Borrowings | 42,707 | 513 | 4.77 | % | 25,634 | 313 | 4.86 | % | ||||||||
| Federal funds purchased | 250 | 3 | 4.76 | % | 616 | 9 | 5.81 | % | ||||||||
| Junior subordinated debt | 3,535 | 78 | 8.75 | % | 3,487 | 89 | 10.15 | % | ||||||||
| Total Interest-Bearing Liabilities | 1,065,443 | 6,399 | 2.38 | % | 1,051,492 | 7,382 | 2.79 | % | ||||||||
| Non-Interest-Bearing Liabilities: | ||||||||||||||||
| Demand deposits | 371,859 | 363,929 | ||||||||||||||
| Other liabilities | 10,971 | 10,347 | ||||||||||||||
| Total Liabilities | 1,448,273 | 1,425,768 | ||||||||||||||
| Shareholders' Equity | 173,294 | 159,896 | ||||||||||||||
| Total Liabilities & Shareholders' Equity | $ | 1,621,567 | $ | 1,585,664 | ||||||||||||
| Net Interest Income (FTE) 3 | $ | 13,158 | $ | 12,111 | ||||||||||||
| Interest Rate Spread 2 | 2.71 | % | 2.42 | % | ||||||||||||
| Cost of Funds | 1.77 | % | 2.07 | % | ||||||||||||
| Interest Expense as a Percentage of <br> Average Earning Assets 4 | 1.67 | % | 1.97 | % | ||||||||||||
| Net Interest Margin (FTE) 3,4 | 3.43 | % | 3.24 | % |
1 Tax-exempt income for investment securities has been adjusted to a fully tax-equivalent basis (FTE), using a Federal income tax rate of 21%.
Refer to the Reconcilement of Non-GAAP Measures table at the end of this release.
2 Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities.
3 Net interest margin (FTE) is net interest income expressed as a percentage of average earning assets. This is a non-GAAP financial measure. Refer to the Reconciliation of Certain Non-GAAP Financial (FTE) Measures at the end of this release.
4 Ratio is computed on an annualized basis.
Page 8 of 10
VIRGINIA NATIONAL BANKSHARES CORPORATION
AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)
(dollars in thousands)
(Unaudited)
| For the nine months ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | |||||||||||||||
| Interest | Interest | |||||||||||||||
| Average | Income/ | Average | Average | Income/ | Average | |||||||||||
| Balance | Expense | Yield/Cost 4 | Balance | Expense | Yield/Cost 4 | |||||||||||
| ASSETS | ||||||||||||||||
| Interest Earning Assets: | ||||||||||||||||
| Securities: | ||||||||||||||||
| Taxable Securities and Dividends | $ | 199,991 | $ | 4,109 | 2.74 | % | $ | 262,029 | $ | 5,669 | 2.88 | % | ||||
| Tax Exempt Securities 1 | 65,753 | 1,226 | 2.49 | % | 66,462 | 1,240 | 2.49 | % | ||||||||
| Total Securities 1 | 265,744 | 5,335 | 2.68 | % | 328,491 | 6,909 | 2.80 | % | ||||||||
| Loans: | ||||||||||||||||
| Real Estate | 946,652 | 40,952 | 5.78 | % | 903,786 | 38,373 | 5.67 | % | ||||||||
| Commercial | 257,140 | 9,319 | 4.85 | % | 206,420 | 8,923 | 5.77 | % | ||||||||
| Consumer | 31,161 | 1,593 | 6.83 | % | 37,706 | 1,985 | 7.03 | % | ||||||||
| Total Loans | 1,234,953 | 51,864 | 5.61 | % | 1,147,912 | 49,281 | 5.73 | % | ||||||||
| Federal funds sold | 16,050 | 530 | 4.42 | % | 13,101 | 535 | 5.45 | % | ||||||||
| Other interest-bearing deposits | 8,051 | 142 | 2.36 | % | 8,002 | 165 | 2.75 | % | ||||||||
| Total Earning Assets | 1,524,798 | 57,871 | 5.07 | % | 1,497,506 | 56,890 | 5.07 | % | ||||||||
| Less: Allowance for Credit Losses | (8,398 | ) | (8,381 | ) | ||||||||||||
| Total Non-Earning Assets | 105,741 | 109,762 | ||||||||||||||
| Total Assets | $ | 1,622,141 | $ | 1,598,887 | ||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||||
| Interest Bearing Liabilities: | ||||||||||||||||
| Interest Bearing Deposits: | ||||||||||||||||
| Interest Checking | $ | 267,854 | $ | 202 | 0.10 | % | $ | 271,102 | $ | 205 | 0.10 | % | ||||
| Money Market and Savings Deposits | 465,665 | 8,957 | 2.57 | % | 419,586 | 8,864 | 2.82 | % | ||||||||
| Time Deposits | 294,318 | 8,437 | 3.83 | % | 338,154 | 11,947 | 4.72 | % | ||||||||
| Total Interest-Bearing Deposits | 1,027,837 | 17,596 | 2.29 | % | 1,028,842 | 21,016 | 2.73 | % | ||||||||
| Borrowings | 44,915 | 1,604 | 4.77 | % | 32,706 | 1,187 | 4.85 | % | ||||||||
| Federal funds purchased | 759 | 28 | 4.93 | % | 558 | 25 | 5.98 | % | ||||||||
| Junior subordinated debt | 3,523 | 224 | 8.50 | % | 3,476 | 260 | 9.99 | % | ||||||||
| Total Interest-Bearing Liabilities | 1,077,034 | 19,452 | 2.41 | % | 1,065,582 | 22,488 | 2.82 | % | ||||||||
| Non-Interest-Bearing Liabilities: | ||||||||||||||||
| Demand deposits | 366,117 | 367,688 | ||||||||||||||
| Other liabilities | 9,891 | 10,808 | ||||||||||||||
| Total Liabilities | 1,453,042 | 1,444,078 | ||||||||||||||
| Shareholders' Equity | 169,099 | 154,809 | ||||||||||||||
| Total Liabilities & Shareholders' Equity | $ | 1,622,141 | $ | 1,598,887 | ||||||||||||
| Net Interest Income (FTE) 3 | $ | 38,419 | $ | 34,402 | ||||||||||||
| Interest Rate Spread 2 | 2.66 | % | 2.25 | % | ||||||||||||
| Cost of Funds | 1.80 | % | 2.10 | % | ||||||||||||
| Interest Expense as a Percentage of <br> Average Earning Assets 4 | 1.71 | % | 2.01 | % | ||||||||||||
| Net Interest Margin (FTE) 3,4 | 3.37 | % | 3.07 | % |
1 Tax-exempt income for investment securities has been adjusted to a fully tax-equivalent basis (FTE), using a Federal income tax rate of 21%. Refer to the Reconcilement of Non-GAAP Measures table at the end of this release.
2 Interest spread is the average yield earned on earning assets less the average rate paid on interest-bearing liabilities.
3 Net interest margin (FTE) is net interest income expressed as a percentage of average earning assets. This is a non-GAAP financial measure. Refer to the Reconciliation of Certain Non-GAAP Financial (FTE) Measures at the end of this release.
4 Ratio is computed on an annualized basis.
Page 9 of 10
VIRGINIA NATIONAL BANKSHARES CORPORATION
RECONCILIATION OF CERTAIN QUARTERLY NON-GAAP FINANCIAL MEASURES
(dollars in thousands, except per share data)
(Unaudited)
| For the Three Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |||||||||||
| Fully tax-equivalent measures | |||||||||||||||
| Net interest income | $ | 13,072 | $ | 12,796 | $ | 12,295 | $ | 12,235 | $ | 12,024 | |||||
| Fully tax-equivalent adjustment | 86 | 85 | 86 | 86 | 87 | ||||||||||
| Net interest income (FTE) 1 | $ | 13,158 | $ | 12,881 | $ | 12,381 | $ | 12,321 | $ | 12,111 | |||||
| Efficiency ratio 2 | 58.3 | % | 61.5 | % | 62.8 | % | 60.6 | % | 58.9 | % | |||||
| Fully tax-equivalent adjustment | -0.4 | % | -0.3 | % | -0.4 | % | -0.4 | % | -0.3 | % | |||||
| Efficiency ratio (FTE) 3 | 57.9 | % | 61.2 | % | 62.4 | % | 60.2 | % | 58.6 | % | |||||
| Net interest margin | 3.40 | % | 3.37 | % | 3.26 | % | 3.19 | % | 3.22 | % | |||||
| Fully tax-equivalent adjustment | 0.03 | % | 0.03 | % | 0.02 | % | 0.02 | % | 0.02 | % | |||||
| Net interest margin (FTE) 1 | 3.43 | % | 3.40 | % | 3.28 | % | 3.21 | % | 3.24 | % | |||||
| As of | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |||||||||||
| Other financial measures | |||||||||||||||
| Book value per share | $ | 32.89 | $ | 31.67 | $ | 30.93 | $ | 29.85 | $ | 30.89 | |||||
| Impact of intangible assets 4 | (1.99 | ) | (2.04 | ) | (2.09 | ) | (2.15 | ) | (2.21 | ) | |||||
| Tangible book value per share (non-GAAP) | $ | 30.90 | $ | 29.63 | $ | 28.84 | $ | 27.70 | $ | 28.68 | |||||
| For the Nine Months Ended | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | |||||||||
| September 30,<br>2025 | September 30,<br>2024 | ||||||||||||||
| Fully tax-equivalent measures | |||||||||||||||
| Net interest income | $ | 38,161 | $ | 34,141 | |||||||||||
| Fully tax-equivalent adjustment | 258 | 261 | |||||||||||||
| Net interest income (FTE) 1 | $ | 38,419 | $ | 34,402 | |||||||||||
| Efficiency ratio 2 | 60.8 | % | 63.1 | % | |||||||||||
| Fully tax-equivalent adjustment | -0.3 | % | -0.5 | % | |||||||||||
| Efficiency ratio (FTE) 3 | 60.5 | % | 62.6 | % | |||||||||||
| Net interest margin | 3.35 | % | 3.05 | % | |||||||||||
| Fully tax-equivalent adjustment | 0.02 | % | 0.02 | % | |||||||||||
| Net interest margin (FTE) 1 | 3.37 | % | 3.07 | % |
1 FTE calculations use a Federal income tax rate of 21%.
2 The efficiency ratio, GAAP basis, is computed by dividing noninterest expense by the sum of net interest income and noninterest income.
3 The efficiency ratio, FTE, is computed by dividing noninterest expense by the sum of net interest income (FTE) and noninterest income.
4 Intangible assets include goodwill and core deposit intangible assets, net of accumulated amortization, for all periods presented.
Page 10 of 10