National Bankshares (NKSH) cuts board size to 12 as director retires

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

National Bankshares, Inc. reported a change to its corporate governance structure. On April 8, 2026, the board approved a Bylaw amendment, effective May 13, 2026, reducing the number of directors from thirteen to twelve to reflect an upcoming retirement.

Director Charles E. Green, III will not stand for re-election at the 2026 Annual Meeting of Shareholders, in line with the age limit provision in the Bylaws, and will retire from the board as of the meeting date. The company states that his retirement is not due to any disagreement over operations, policies, practices, or any other matter.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Previous board size: 13 directors New board size: 12 directors Adoption date: April 8, 2026 +2 more

5 metrics

Previous board size 13 directors Number of directors before Bylaw amendment (Article II, Section 2.2)

New board size 12 directors Set by Bylaw amendment effective May 13, 2026

Adoption date April 8, 2026 Date board approved the Bylaw amendment

Effective date May 13, 2026 Date amended and restated Bylaws take effect

Permitted board range 9 to 26 directors Range allowed under Articles of Incorporation

Key Terms

Bylaws, Articles of Incorporation, Annual Meeting of Shareholders, emerging growth company, +1 more

5 terms

Bylaws regulatory

"the Board of Directors ... adopted an amendment (the “Amendment”) of the Bylaws of the Company"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

Articles of Incorporation regulatory

"The Company’s Articles of Incorporation provide that the number of directors ..."

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

Annual Meeting of Shareholders regulatory

"will not stand for re-election at the Company’s 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

emerging growth company regulatory

"Emerging growth company Item 5.03 Amendments to Articles of Incorporation or Bylaws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 5.03 regulatory

"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year."

Understanding 8-K Material Events →

04/09/2026 - 12:02 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, 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): April 09, 2026

    

National Bankshares, Inc.

(Exact name of Registrant as Specified in Its Charter)


Virginia	0-15204	54-1375874
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 Hubbard Street
Blacksburg, Virginia		24060
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 540 951-6300

    

(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 Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.25 per share	NKSH	The Nasdaq Stock Market

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 8, 2026, the Board of Directors of National Bankshares, Inc. (the “Company”) adopted an amendment (the “Amendment”) of the Bylaws of the Company. The Amendment will become effective on May 13, 2026. The Amendment:

changed the number of directors of the Company from thirteen (13) to twelve (12) (Article II, Section 2.2).

A copy of the Bylaws, as amended and restated, is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

The Company’s Articles of Incorporation provide that the number of directors of the Company shall be set by the Company’s Bylaws and shall be not less than nine (9) nor more than twenty-six (26).

The Board of Directors amended the Bylaws to set the number of directors at twelve (12) because of one Director retiring.

In accordance with the age limit provision in the Company’s Bylaws, Charles E. Green, III will not stand for re-election at the Company’s 2026 Annual Meeting of Shareholders and will retire from the Board of Directors of the Company effective as of the date of the annual meeting. Mr. Green’s retirement does not relate to any disagreement on matters relating to the Company’s operations, policies, or practices or any other matter.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

3.2 Bylaws of National Bankshares Inc., as amended and restated, effective May 13, 2026.

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 hereunto duly authorized.


			National Bankshares, Inc.

Date:	04/09/2026	By:	/s/ Lara E. Ramsey
			President & CEO

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did National Bankshares (NKSH) announce in this 8-K?

National Bankshares announced a Bylaw amendment reducing its board size from thirteen to twelve directors. The change, approved April 8, 2026 and effective May 13, 2026, aligns the board size with an upcoming director retirement under the company’s age limit provision.

Why is National Bankshares (NKSH) reducing its number of directors to twelve?

The board reduced the number of directors from thirteen to twelve because one director is retiring. The change matches the upcoming retirement of Charles E. Green, III and keeps the board size within the range allowed by the Articles of Incorporation.

When does the Bylaw amendment at National Bankshares (NKSH) become effective?

The Bylaw amendment becomes effective on May 13, 2026. It was adopted by the National Bankshares board on April 8, 2026 and updates Article II, Section 2.2 to set the number of directors at twelve instead of thirteen.

Which director is retiring from the National Bankshares (NKSH) board?

Director Charles E. Green, III will retire from the National Bankshares board. He will not stand for re-election at the 2026 Annual Meeting of Shareholders and will retire effective as of the date of that annual meeting, pursuant to the Bylaws’ age limit provision.

Did Charles E. Green, III leave National Bankshares (NKSH) over any disagreement?

No. The company states that Charles E. Green, III’s retirement does not relate to any disagreement on the company’s operations, policies, practices, or any other matter. His departure follows the age limit provision in National Bankshares’ Bylaws.

What do National Bankshares’ Articles of Incorporation say about board size?

The Articles of Incorporation state that the number of directors is set by the Bylaws and must be not less than nine and not more than twenty-six. The recent amendment uses this authority to set the current board size at twelve directors.

Filing Exhibits & Attachments

2 documents