As filed with the Securities and Exchange Commission on December 16, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Virginia National Bankshares Corporation
(Exact name of registrant as specified in its charter)
| Virginia | 46-2331578 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
404 People Place
Charlottesville, Virginia 22911
(Address of principal executive offices) (Zip code)
Virginia National Bankshares Corporation Amended and Restated 2022 Stock Incentive Plan
(Full title of the plan)
Glenn W. Rust
Virginia National Bankshares Corporation
404 People Place
Charlottesville, Virginia 22911
(Name and address of agent for service)
(434) 817-8621
(Telephone number, including area code, of agent for service)
Copies to:
Scott H. Richter
Benjamin A. McCall
Williams Mullen
200 South 10th Street, Suite 1600
Richmond, Virginia 23219
(804) 420-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement registers an additional 150,000 shares of common stock of Virginia National Bankshares Corporation (the “Company”) that may be offered and sold under the Virginia National Bankshares Corporation Amended and Restated 2022 Stock Incentive Plan (the “Plan”). Pursuant to General Instruction E to Form S-8, the contents of the Company’s previously filed Registration Statement on Form S-8 relating to the Plan (File No. 333-270131), filed with the Securities and Exchange Commission on February 28, 2023, including any filings incorporated therein, are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| * | Filed herewith. |
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlottesville, Commonwealth of Virginia, on December 16, 2025.
| VIRGINIA NATIONAL BANKSHARES CORPORATION | ||
| By: | /s/ Glenn W. Rust | |
| Glenn W. Rust | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Glenn W. Rust, Cathy W. Liles, and Virginia R. Bayes, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments or post-effective amendments to this registration statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorneys to any and all amendments.
| Signature |
Capacity |
Date | ||
| /s/ Glenn W. Rust |
President and Chief Executive | December 16, 2025 | ||
| Glenn W. Rust | Officer and Director (Principal Executive Officer) | |||
| /s/ Cathy W. Liles |
Executive Vice President and | December 16, 2025 | ||
| Cathy W. Liles | Chief Financial Officer (Principal Financial and Accounting Officer) | |||
| /s/ William D. Dittmar, Jr. |
Chairman of the Board and | December 16, 2025 | ||
| William D. Dittmar, Jr. | Director | |||
| /s/ John B. Adams, Jr. |
Director | December 16, 2025 | ||
| John B. Adams, Jr. | ||||
|
|
Director | December 16, 2025 | ||
| Kevin T. Carter | ||||
| /s/ Hunter E. Craig |
Director | December 16, 2025 | ||
| Hunter E. Craig | ||||
| /s/ Randolph D. Frostick |
Director | December 16, 2025 | ||
| Randolph D. Frostick | ||||
| /s/ Linda M. Houston |
Director | December 16, 2025 | ||
| Linda M. Houston | ||||
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| Signature |
Capacity |
Date | ||
| /s/ Jay B. Keyser |
Director | December 16, 2025 | ||
| Jay B. Keyser | ||||
| /s/ Sterling T. Strange, III |
Director | December 16, 2025 | ||
| Sterling T. Strange, III | ||||
| /s/ Gregory L. Wells |
Director | December 16, 2025 | ||
| Gregory L. Wells | ||||
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