What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-03-19 · 32 added, 47 removed, 161 unchanged (33% of the section changed)

20 unchanged sentences

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in its annual report.

As permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission, management excluded the operations of FCB from its assessment of internal control over financial reporting as of December 31, 2024.

FCB was merged with and into the Company, however, FCB's legacy operations utilized separate accounting systems from June 1, 2024 (the date of acquisition) through December 31, 2024.

FCB's accounting systems will be converted during the second quarter of 2025.

Assets acquired from FCB represented approximately 8.11% of the Company’s consolidated assets as of the date of acquisition.

The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Company's accounting policies, financial reporting and internal control.

4 unchanged sentences

The independent registered public accounting firm and the internal auditors have full and unlimited access to the Audit Committee, with or without management, to discuss the adequacy of internal control over financial reporting, and any other matter which they believe should be brought to the attention of the Audit Committee.

Other Information

Ot her Information

(b) During the quarter ended December 31, 2024 , no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by Item 10 with respect to the directors of the Company and the Company’s audit committee and the audit committee financial expert is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2024 Annual Meeting of Stockholders (“Proxy Statement”) under the headings “Proposals 1&2 - Election of Directors” and “Corporate Governance Matters”.

The information required by Item 10 with respect to the directors of the Company and the Company’s audit committee and the audit committee financial expert is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders (“Proxy Statement”) under the headings “Proposal 1 - Election of Directors” and “Corporate Governance Matters”.

The Proxy Statement will be filed within 120 days after the end of the Company’s 2024 fiscal year.

4 unchanged sentences

Any amendments to, or waivers of, these Code of Ethics applicable to our directors, executive officers, principal accounting officer or controller or persons performing similar functions, and required to be disclosed, will be posted on the Company’s web site at www.nationalbankshares.com .

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of the Company’s securities by its directors, officers and employees.

A copy of the Company’s insider trading policy is filed as Exhibit 19(i) to this Annual Report on Form 10-K.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

Executive Compensation

4 unchanged sentences

The following table summarizes information, as of December 31, 2024, relating to the Company’s 2023 Stock Incentive Plan, pursuant to which awards may be granted from time to time in the form of stock options, restricted stock, and restricted stock units.

During 2023, the Company issued 4,095 restricted shares.

During 2024, the Company issued 5,194 restricted shares and returned 460 shares to available status due to participant forfeiture.

As of December 31, 2024, there were no equity awards outstanding.

5 unchanged sentences

Exercise Price of

Outstanding Options,

Warrants and Rights

Number of Shares

Remaining Available

for Future Issuance

Compensation Plan

Equity compensation plans approved by shareholders

2 unchanged sentences

The information required by Item 13 is incorporated herein by reference to the information that appears under the headings “Corporate Governance Matters - Directors Independence;

Certain Transactions with Officers and Directors” and “Proposals 1&2 - Election of Directors” in the Company’s Proxy Statement.

Certain Transactions with Officers and Directors” and “Proposal 1 - Election of Directors” in the Company’s Proxy Statement.

Principal Accountant Fees and Services

8 unchanged sentences

Consolidated Statements of Income – Years ended December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) – Years ended December 31, 2023 and 2022

Consolidated Statements of Comprehensive Income – Years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2024 and 2023

10 unchanged sentences

Amended and Restated Bylaws of National Bankshares, Inc.

(incorporated herein by reference to Exhibit 3.2 of the Form 8-K filed on January 24, 2024)

(incorporated herein by reference to Exhibit 3.2 of the Form 8-K filed on July 10, 2024)

Specimen copy of certificate for National Bankshares, Inc.

1 unchanged sentence

Description of National Bankshares, Inc.’s Securities

Filed herewith

Employee Lease Agreement dated August 14, 2002, between National Bankshares, Inc.

and The National Bank of Blacksburg

(incorporated herein by reference to Exhibit 10 of Form 10-Q for the period ended September 30, 2002)

(incorporated herein by reference to Exhibit 4(ii) of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023)

Executive Employment Agreement dated March 11, 2015, between National Bankshares, Inc.

20 unchanged sentences

The National Bank of Blacksburg and David K.

(incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012)

First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for David K.

(incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012)

Second Amendment, dated December 17, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for David K.

(incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012)

Third Amendment, dated January 20, 2012, to The National Bank of Blacksburg Salary Continuation Agreement for David K.

(incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012)

Fourth Amendment, dated August 16, 2021, to National Bankshares, Inc.

Salary Continuation Agreement for David K.

Skeens , as amended

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on August 20, 2021)

1 unchanged sentence

The National Bankshares, Inc.

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017)

First Amendment, dated December 19, 2007, to National Bankshares, Inc.

Salary Continuation Agreement for Lara E.

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017)

Second Amendment, dated December 17, 2008, to National Bankshares, Inc.

Salary Continuation Agreement for Lara E.

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017)

Third Amendment, dated June 22, 2016, to National Bankshares, Inc.

Salary Continuation Agreement for Lara E.

Ramsey , as amended

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017)

Fourth Amendment, dated August 16, 2021, to National Bankshares, Inc.

Salary Continuation Agreement for Lara E.

(incorporated herein by reference to Exhibit 10.3 of the Form 8-K filed on August 20, 2021)

Salary Continuation Agreement dated May 24, 2013 between

The National Bank of Blacksburg and Paul A.

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 8, 2018)

First Amendment, dated August 16, 2021, to National Bankshares, Inc.

Salary Continuation Agreement for Paul A.

Mylum , as amended

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on August 20, 2021)

1 unchanged sentence

2023 Stock Incentive Plan

(incorporated by reference to Appendix A of the Proxy Statement for the Annual Meeting of Shareholders held on May 9, 2023, filed on March 24, 2023)

(incorporated herein by reference to Appendix A of the Proxy Statement for the Annual Meeting of Shareholders held on May 9, 2023, filed on March 24, 2023)

Form of Performance-Based Restricted Stock Unit

Award Agreement under National Bankshares, Inc.

2023 Stock Incentive Plan

Filed herewith

National Bankshares, Inc.

Insider Trading Policy

Filed herewith

Subsidiaries of the Registrant

12 unchanged sentences

Clawback Policy

Filed herewith

(incorporated herein by reference to Exhibit 97.1 of the Form 10-K filed on March 19, 2024)

The following materials from National Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language), furnished herewith:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.

Filed herewith

7 unchanged sentences

NATIONAL BANKSHARES, INC.

Chairman, President and Chief Executive Officer

Chairman and Chief Executive Officer

(Principal Executive Officer)

4 unchanged sentences

March 28, 2025

Chairman, President and CEO, National Bankshares, Inc.

Chairman and CEO, National Bankshares, Inc.

(Principal Executive Officer)

15 unchanged sentences

March 28, 2025

(c ontinued )

/s/ WILLIAM A.

March 28, 2025

March 19, 2024

Corporate Secretary

March 28, 2025

/s/ LUTHERIA H.

March 28, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures