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.
−Removed: 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.
−Removed: 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.
−Removed: FCB's accounting systems will be converted during the second quarter of 2025.
−Removed: 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.
16 unchanged sentences
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.
−Removed: A copy of the Company’s insider trading policy is filed as Exhibit 19(i) to this Annual Report on Form 10-K.
+Added: A copy of the Company’s insider trading policy is included 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.
5 unchanged sentences
The following table summarizes information, as of December 31, 2025, 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.
−Removed: During 2024, the Company issued 5,194 restricted shares and returned 460 shares to available status due to participant forfeiture.
−Removed: As of December 31, 2024, there were no equity awards outstanding.
+Added: During 2025, the Company issued 5,039 restricted shares and 4,545 restricted stock units.
+Added: No shares or units were forfeited.
Number of Shares
7 unchanged sentences
Equity compensation plans not approved by shareholders
+Added: (1) Shares to be issued upon exercise reflect awards of restricted stock units granted to executive officers in 2025 that are subject to performance-based and continued employment vesting requirements.
Certain Relationships and Related Transactions, and Director Independence
2 unchanged sentences
Principal Accountant Fees and Services
−Removed: The information required by Item 14 is incorporated herein by reference to the information that appears under the heading “Principal Accounting Fees and Services” in the Company’s Proxy Statement.
+Added: The information required by Item 14 is incorporated herein by reference to the information that appears under the heading “Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm - Principal Accounting Fees and Services” in the Company’s Proxy Statement.
Exhibit and Financial Statement Schedules
21 unchanged sentences
Specimen copy of certificate for National Bankshares, Inc.
−Removed: (incorporated herein by reference to Exhibit 4(a) of the Annual Report on Form 10-K for fiscal year ended December 31, 1993)
+Added: (incorporated herein by reference to Exhibit 4(i) of the Registration Statement on Form S-4, as amended, as filed on April 8, 2024
Description of National Bankshares, Inc.’s Securities
35 unchanged sentences
(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)
−Removed: Form of Performance-Based Restricted Stock Unit
−Removed: Award Agreement under National Bankshares, Inc.
+Added: Form of Performance-Based Restricted Stock Unit Award Agreement under National Bankshares, Inc.
2023 Stock Incentive Plan
+Added: (incorporated herein by reference to Exhibit 10(xiv) of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024)
+Added: Form of Time-Based Restricted Stock Award Agreement under National Bankshares, Inc.
+Added: 2023 Stock Incentive Plan
Filed herewith
+Added: Consulting Agreement, dated March 31, 2025, by and between F.
+Added: Brad Denardo and National Bankshares, Inc.
+Added: Filed herewith
National Bankshares, Inc.
Insider Trading Policy
−Removed: Filed herewith
+Added: (incorporated herein by reference to Exhibit 19(i) of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024)
Subsidiaries of the Registrant
24 unchanged sentences
NATIONAL BANKSHARES, INC.
−Removed: Chairman and Chief Executive Officer
+Added: President and Chief Executive Officer
(Principal Executive Officer)
4 unchanged sentences
March 27, 2026
−Removed: Chairman and CEO, National Bankshares, Inc.
−Removed: (Principal Executive Officer)
+Added: Chairman of the Board
March 27, 2026
10 unchanged sentences
March 27, 2026
−Removed: Treasurer and CFO, National Bankshares, Inc.
−Removed: (Principal Financial Officer)
−Removed: (Principal Accounting Officer)
+Added: Treasurer and Chief Financial Officer
+Added: (Principal Financial and Accounting Officer)
March 27, 2026
March 27, 2026
−Removed: Corporate Secretary
+Added: President and Chief Executive Officer
+Added: (Principal Executive Officer)
March 27, 2026
4 unchanged sentences
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.