false 0000796534 0000796534 2023-05-10 2023-05-10
 
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) May 10, 2023
 
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 No.)
(I.R.S. Employer Identification No.)
 
101 Hubbard Street
Blacksburg, VA 24060
(Address of principal executive offices)
 
(540) 951-6300
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report) Not applicable
 
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 (see General Instruction A.2. below):
 
☐
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
NKSH
NASDAQ
 
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 8.01.
OTHER EVENTS
 
On May 10, 2023, National Bankshares, Inc. issued a press release announcing payment of a semi-annual cash dividend of $0.73 per share on June 1, 2023 to stockholders of record as of May 22, 2023.
 
National Bankshares, Inc.’s press release also announced the renewal of the authorization of a stock repurchase plan under which the Company’s management is authorized to repurchase up to 250,000 shares of common stock in the open market during the period from June 1, 2023 through May 31, 2024.
 
A copy of the press release is attached as Exhibit 99.1.
 
 
 
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS
 
(d)
Exhibits
 
99.1
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
NATIONAL BANKSHARES, INC.
 
 
Date: May 10, 2023
 
 
By:         /s/ F. BRAD DENARDO
  
F. Brad Denardo
Chairman, President and CEO
  
 
☐
 
Page 2 of 2 Pages

Exhibit 99.1

 nb01.jpg

 

FOR IMMEDIATE RELEASE

 

CONTACTS:   

F. BRAD DENARDO, CHAIRMAN, PRESIDENT & CEO

(540) 951-6213   bdenardo@nbbank.com

LORA JONES, TREASURER & CFO

(540) 951-6238   ljones@nbbank.com

 

NATIONAL BANKSHARES, INC. DECLARES SEMI-ANNUAL DIVIDEND

 

BLACKSBURG, VA, MAY 10, 2023: The Board of Directors of National Bankshares, Inc. (NASDAQ Capital Market: NKSH) today approved payment on June 1, 2023 of a semi-annual dividend of $0.73 per share to all stockholders of record as of May 22, 2023. This is an increase from the $0.72 per share dividend paid on June 1, 2022. President and CEO, F. Brad Denardo, commented, “National Bankshares remains a safe financial haven in uncertain times. In the midst of banking sector volatility and broader economic concerns, we are thankful for the opportunity to reward shareholders with this increased dividend payment. Your Company remains profitable, well-capitalized, and committed to driving long-term value. Thank you for your continued support.”

 

In other business, the Board renewed its authorization of a stock repurchase plan under which management is authorized to purchase up to 250,000 shares of National Bankshares, Inc.’s common stock in the open market.  The authorization extends from June 1, 2023 to May 31, 2024. The Company’s current stock repurchase plan expires on May 31, 2023. The Company’s management has not yet determined how many shares, if any, might be purchased under the continued stock repurchase plan.

 

National Bankshares, Inc., headquartered in Blacksburg, Virginia, is the parent company of The National Bank of Blacksburg, which does business as National Bank, and of National Bankshares Financial Services, Inc. National Bank is a community bank operating from 24 full-service offices, primarily in southwest Virginia, and three loan production offices. National Bankshares Financial Services, Inc. is an investment and insurance subsidiary in the same trade area. The Company’s stock is traded on the Nasdaq Capital Market under the symbol “NKSH.”

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and in the Company’s other periodic and current reports filed with the SEC. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company’s past results are not necessarily indicative of future performance.

 

101 Hubbard Street / Blacksburg, Virginia 24060

P.O. Box 90002 / Blacksburg, Virginia 24062-9002

540 951-6300 / 800 552-4123

www.nationalbankshares.com