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NKSH 10-K & 10-Q changes, risk factors and insider trading

National Bankshares Inc. · Nasdaq · National Commercial Banks · CIK 796534 · All filings on SEC.gov

Everything below is quoted or computed from National Bankshares Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

1 / 1risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-27 (period ending 2025-12-31) with 10-K filed 2025-03-28 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

1new paragraphs
1removed paragraphs
7reworded paragraphs
7,193 → 6,900words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: regulation, climate
“The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment. As a result, political and social attention to the issue of climate change has increased. Federal and state legislatures and regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change. …”
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New text topics: regulation, climate
“The federal banking regulators have been focused on the physical and financial risks to financial institutions associated with climate change. Expectations with respect to these matters has been changing, and it is difficult to predict changes in priorities and requirements with respect to these matters, including any changes in compliance costs relating to such changes. …”
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Reworded topics: climate

Paragraph as it now reads, with added and removed wording marked:

The current and anticipated effects of climate change are creating concern for the state of the global environment. The lack of empirical data surrounding the credit and other financial risks posed by climate change render it impossible to predict how specifically climate change may impact the Company’s financial condition and results of operations; however, the physical effects of climate change may also directly impact the Company. Specifically, unpredictable and more frequent weather disasters may adversely impact the value of real property securing the loans in the Company’s loan portfolio. Additionally, if insurance obtained by borrowers is insufficient to cover any losses sustained to the collateral, or if insurance coverage is otherwise unavailable to borrowers, the collateral securing loans may be negatively impacted by climate change, which could impact the Company’s financial condition and results of operations. Further, the effects of climate change may negatively impact regional and local economic activity, which could lead to an adverse effect on customers and impact the communities in which the Company operates. Overall, climate change, its effects and the resulting unknown impact, could have a material adverse effect on the Company’s financial condition and results of operations.
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The authorities who promulgate accounting standards, including the Financial Accounting Standards Board (“FASB”), SEC, and other regulatory authorities, periodically change the financial accounting and reporting standards that govern the preparation of the Company’s consolidated financial statements. These changes are difficult to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, the Company could be required to apply a new or revised standard retroactively, resulting in the restatement of consolidated financial statements for prior periods. Such changes could also require the Company to incur additional personnel or technology costs. Notably, guidance issued in June 2016 required a change in the calculation of credit reserves from using an incurred loss model to using the current expected credit losses model (“CECL”), effective January 1, 2023. To implement the standard, the Company incurred costs related to documentation, technology, training and increased audit expenses to validate the model. Adoption increased our credit reserves and reduced capital. Post adoption, the ACLL may experience increased volatility associated with change in forecasts that will impact profit and loss and various financial metrics. Please refer to Note 1 of Notes to Consolidated Financial Statements for further information on CECL.
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An investment in the Company’s common stock involves certain risks, including those described below. In addition to the other information set forth in this Form 10-K, investors in the Company’s securities should carefully consider the factors discussed below. These factors, either alone or taken together, could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations, capital position, and prospects. One or more of these could cause the Company’s actualfuture results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this report, in which case the trading price of the Company’s securities could decline. References to past events in these risk factors are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
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As of December 31, 2024,2025, the Bank hadheld approximately $478,078$467,783 in loans secured by commercial real estate, representing approximately 48.4%46.8% of total loans outstanding at that date. The real estate consists primarily of multi-family housing, non-owner-operatednon-owner-occupied properties and other commercial properties. These types of loans are generally viewed as having more risk of default than residential real estate loans. They are also typically larger than residential real estate loans and consumer loans and depend on cash flows from the owner’s business or the rental of the property to service the debt. Cash flows may be affected significantly by general economic conditions, and a downturn in the local economy or in occupancy rates in the local economy where the property is located could increase the likelihood of default. Because the Bank’s loan portfolio contains a number of commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in the percentage of nonperforming loans. An increase in nonperforming loans could result in a loss of earnings from these loans, an increase in the provision for credit losses and an increase in charge-offs, all of which could have a material adverse effect on the Company’s financial condition.
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Reworded

An investment in the Company’s common stock involves certain risks, including those described below. In addition to the other information set forth in this Form 10-K, investors in the Company’s securities should carefully consider the factors discussed below. These factors, either alone or taken together, could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations, capital position, and prospects. One or more of these could cause the Company’s actualfuture results to differ materially from its historical results or the results contemplated by the forward-looking statements contained in this report, in which case the trading price of the Company’s securities could decline. References to past events in these risk factors are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

Reworded

The Company offers a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, residential mortgages, home equity loans and lines of credit, consumer and other loans. Many of these loans are secured by real estate (both residential and commercial). As of December 31, 2024,2025, 84.6%83.7% of all loans were secured by mortgages on real property. Substantially all of the Company’s real property collateral is located in its market area. If there is a decline in real estate values, especially in the Company’s market area, the collateral for loans would deteriorate and provide significantly less security to the Company. In the event the Company forecloses on a loan that is collateralized with property having reduced market value, the Company may suffer a recoveryloss loss.upon liquidation of the collateral.

Reworded

As of December 31, 2024,2025, the Bank hadheld approximately $478,078$467,783 in loans secured by commercial real estate, representing approximately 48.4%46.8% of total loans outstanding at that date. The real estate consists primarily of multi-family housing, non-owner-operatednon-owner-occupied properties and other commercial properties. These types of loans are generally viewed as having more risk of default than residential real estate loans. They are also typically larger than residential real estate loans and consumer loans and depend on cash flows from the owner’s business or the rental of the property to service the debt. Cash flows may be affected significantly by general economic conditions, and a downturn in the local economy or in occupancy rates in the local economy where the property is located could increase the likelihood of default. Because the Bank’s loan portfolio contains a number of commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in the percentage of nonperforming loans. An increase in nonperforming loans could result in a loss of earnings from these loans, an increase in the provision for credit losses and an increase in charge-offs, all of which could have a material adverse effect on the Company’s financial condition.

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The Company is subject to a variety of operational risks, including reputational, legal, and compliance risk, and the risk of fraud ortor hefttheft by employees, directors, or outsiders.

Reworded

The authorities who promulgate accounting standards, including the Financial Accounting Standards Board (“FASB”), SEC, and other regulatory authorities, periodically change the financial accounting and reporting standards that govern the preparation of the Company’s consolidated financial statements. These changes are difficult to predict and can materially impact how the Company records and reports its financial condition and results of operations. In some cases, the Company could be required to apply a new or revised standard retroactively, resulting in the restatement of consolidated financial statements for prior periods. Such changes could also require the Company to incur additional personnel or technology costs. Notably, guidance issued in June 2016 required a change in the calculation of credit reserves from using an incurred loss model to using the current expected credit losses model (“CECL”), effective January 1, 2023. To implement the standard, the Company incurred costs related to documentation, technology, training and increased audit expenses to validate the model. Adoption increased our credit reserves and reduced capital. Post adoption, the ACLL may experience increased volatility associated with change in forecasts that will impact profit and loss and various financial metrics. Please refer to Note 1 of Notes to Consolidated Financial Statements for further information on CECL.

Reworded

Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantlynegatively impact the Company’s business.

Removed

The current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment. As a result, political and social attention to the issue of climate change has increased. Federal and state legislatures and regulatory agencies have continued to propose and advance numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change. The federal banking agencies, including the OCC, have emphasized that climate-related risks are faced by banking organizations of all types and sizes and are in the process of enhancing supervisory expectations regarding banks’ risk management practices. In October 2023, the OCC published principles for climate risk management by banking organizations with more than $100 billion in assets. The OCC also has appointed its first ever Climate Change Risk Officer and established an internal climate risk implementation committee in order to assist with these initiatives and to support the agency’s efforts to enhance its supervision of climate change risk management. Similar and even more expansive initiatives are expected, including potentially increasing supervisory expectations with respect to banks’ risk management practices, accounting for the effects of climate change in stress testing scenarios and systemic risk assessments, revising expectations for credit portfolio concentrations based on climate-related factors and encouraging investment by banks in climate-related initiatives and lending to communities disproportionately impacted by the effects of climate change. In addition, on March 6, 2024, the SEC adopted rules to enhance and standardize climate-related disclosures by public companies so that there is more consistent, comparable, and reliable information about the financial effects of climate-related risks on a public company’s operations and how it manages those risks. To the extent that these initiatives lead to the promulgation of new regulations or supervisory guidance applicable to the Company, the Company would likely experience increased compliance costs and other compliance-related risks.

Reworded

The current and anticipated effects of climate change are creating concern for the state of the global environment. The lack of empirical data surrounding the credit and other financial risks posed by climate change render it impossible to predict how specifically climate change may impact the Company’s financial condition and results of operations; however, the physical effects of climate change may also directly impact the Company. Specifically, unpredictable and more frequent weather disasters may adversely impact the value of real property securing the loans in the Company’s loan portfolio. Additionally, if insurance obtained by borrowers is insufficient to cover any losses sustained to the collateral, or if insurance coverage is otherwise unavailable to borrowers, the collateral securing loans may be negatively impacted by climate change, which could impact the Company’s financial condition and results of operations. Further, the effects of climate change may negatively impact regional and local economic activity, which could lead to an adverse effect on customers and impact the communities in which the Company operates. Overall, climate change, its effects and the resulting unknown impact, could have a material adverse effect on the Company’s financial condition and results of operations.

Added

The federal banking regulators have been focused on the physical and financial risks to financial institutions associated with climate change. Expectations with respect to these matters has been changing, and it is difficult to predict changes in priorities and requirements with respect to these matters, including any changes in compliance costs relating to such changes. To the extent that regulatory initiatives lead to the promulgation of new regulations or supervisory guidance applicable to the Company, the Company would likely experience increased compliance costs and other compliance-related risks.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

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7,849 → 7,875words in section

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: default, interest rate
“The Company employs a discounted cash flow ("DCF") model whereby cash flows are projected according to each loan's contractual terms and modified by internal historical prepayment rates. Cash flows are then discounted at the loan's effective interest rate, modified by loss rates determined using the probability of default ("PD") and loss given default ("LGD") sourced from internal and peer historical experience, and a forecast variable. Application of historical prepayment rates to project cash flows lowers the ACLL. …”
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Removed text topics: default
“Credit risk in the Company’s investment portfolio is evaluated on an individual security basis. The Company’s investment portfolio includes corporate bonds. If the corporate issuers were to default, there could be a delay in the payment of interest, or there could be a loss of principal and accrued interest. To date, there have been no defaults in any of the corporate bonds held in the portfolio. The Company’s investment portfolio also contains a large percentage of municipal bonds. …”
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New text topics: liquidity
“Customer deposits decreased when December 31, 2025 is compared with December 31, 2024. The Company manages deposits and deposit pricing in consideration of loan demand, optimizing the net interest margin, liquidity needs, and strategic initiatives. During 2025, the Company strategically lowered pricing on time deposits, resulting in lower time deposit balances and improved deposit costs.”
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Reworded topics: liquidity

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As of December 31, 2024,2025, the Company had borrowing capacity of $300,667$306,870 from the FHLB and $174,632$190,586 of borrowing capacity at the Federal Reserve discount window, with no amounts advanced against those lines. The Company assumed FHLB borrowings from FCB, which it repaid during the week following acquisition. PeriodicallyDuring during 2023,2025, the Company accessed FHLB and Federal Reserve discount window borrowings toas reinforcepart liquidity.of a leveraged securities purchase strategy. The advances were fully repaid,repaid due toby the successend of the Company’syear. deposit strategy. As of December 31, 2024, theThe Company did not haveengage purchasedin deposits,purchasing discountdeposits windowduring borrowings2025 or short-term borrowings.2024.
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Removed text topics: interest rate
“The interest rate environment impacts variable rate loans. The Federal Reserve’s substantial interest rate increases between March 2022 and July 2023 have increased and are expected to continue to increase payments on the Company’s variable rate loans as they reach contractual repricing dates, despite the Federal Reserve’s recent reduction in its target rate. The Company allocates additional reserve each time the Federal Reserve increases rates, under the expectation that higher payments may increase credit risk. …”
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New text topics: interest rate
“Pension obligations are determined through actuarial calculations based upon significant assumptions, including the IRS mortality table, an effective interest rate of 5.32% for December 31, 2025 and 5.24% for December 31, 2024, a discount rate of 5.50% for December 31, 2025 and 4.75% for December 31, 2024, anticipated rate of compensation increases of 4% for both reporting dates, and an expected long-term rate of return of 7.50% for both reporting dates. Actual outcomes could vary from the assumptions and result in underaccrual or overaccrual of pension obligations. …”
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Green = added, red = removed. Unchanged paragraphs, 16 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

inflation and changes in interest rates that may reduce our margins or reduce the fair value of financial instruments, the ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s or banking industry’s reputation becomes damaged, the adequacy of the level of the Company’s allowance for credit losses, the amount of credit loss provisions required in future periods, and the failure of assumptions underlying the allowance for credit losses, general and local economic conditions, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury, the OCC, the Federal Reserve, the CFPB and the FDIC, and the impact of any policies or programs implemented pursuant to financial reform legislation, unanticipated increases in the level of unemployment in the Company’s market, the quality or composition of the loan and/or investment portfolios, demandour forability loanto products,maintain existing deposit flows,relationships competition,or attract new deposit relationships, changes in consumer spending, borrowing and savings habits, increased competition with other financial institutions and fintech companies, demand for financial services in the Company’s market, the real estate market in the Company’s market, laws, regulations and policies impacting financial institutions, technological risks and developments, and cyber-threats, attacks or events, the Company’s technology initiatives, geopolitical conditions, including trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events, the Company's ability to identify, attract, and retain experienced management, relationship managers, and support personnel, particularly in a competitive labor environment, performance by the Company’s counterparties or vendors, applicable accounting principles, policies and guidelines, and risks associated with mergers, acquisitions, and other expansion activities.

Reworded

The Company’s consolidated financial statements are prepared in accordance with GAAP. The financial information contained within our statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. Although the economics of the Company’s transactions may not change, the timing of events that would impact the transactions could change.

Reworded

Critical accounting policies are most important to the portrayal of the Company’s financial condition or results of operations and require management’s most difficult, subjective, and complex judgments about matters that are inherently uncertain. If conditions occur that differ from our assumptions, depending upon the severity of such differences, the Company’s financial condition or results of operations may be materially impacted. The Company designates the following policies as critical: those policies governing the allowanceACLL for credit losses, goodwill,and the pension plan, core deposit intangibles and loans acquired in a business combination.plan. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed. Please refer to Note 1 of Notes to Consolidated Financial Statements for information on these and other accounting policies.

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ACLL

Added

The ACLL represents the Company's best estimate of current expected credit losses on loans over the expected life as of the measurement date. The estimation utilizes internal and peer historical credit loss experience, current conditions and reasonable and supportable forecasts. The results are also dependent upon management's selection of methodologies, loan credit risk ratings, and determination of the impact of internal and external variables.

Added

The Company employs a discounted cash flow ("DCF") model whereby cash flows are projected according to each loan's contractual terms and modified by internal historical prepayment rates. Cash flows are then discounted at the loan's effective interest rate, modified by loss rates determined using the probability of default ("PD") and loss given default ("LGD") sourced from internal and peer historical experience, and a forecast variable. Application of historical prepayment rates to project cash flows lowers the ACLL. Historical prepayment rates may not be representative of realized prepayment rates. Similarly, historical loss experience modified by the forecast variable may not be representative of realized loss experience.

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Key to loss rate application is the Company's risk grading system, which is governed by a robust policy. Loss rates are calculated and applied by risk grade. Management relies upon risk grades to identify loans with risk characteristics that are different from other loans within a segment. Loans graded special mention or classified and that exceed a value threshold are individually evaluated. If management determines that a borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. Specific reserves for other individually evaluated loans are estimated using a DCF approach. Cash flows are determined by analyzing the borrower's ability to repay and economic conditions affecting the borrower's industry, discounted at loss rates appropriate to the risk grade. The ultimate recoverability of the loan may be higher or lower than the specific reserve.

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The Company adjusts collectively-evaluated DCF model results for qualitative risk factors that are not inherent in historical losses, but are relevant in assessing expected credit losses within the loan portfolio. Risks considered include the impact of changes in (i) economic conditions, (ii) the nature and volume of the loan portfolio, (iii) the existence, growth and effect of any concentrations in credit, (iv) lending policies and procedures, including underwriting standards and practices, (v) the quality of the credit review function, (vi) the experience, ability and depth of lending management and staff, (vii) the volume and severity of past due loans, (viii) the value of underlying collateral for collateral-dependent loans, and (ix) other factors such as the regulatory, legal and competitive environments. Because of low loss rate history, statistical correlation between losses and qualitative risk factors is not possible and adjustments are based upon management judgment. Management assesses each factor and determines the adjustment to the ACLL based upon a documented and consistently applied methodology. Management's assessment my be higher or lower than actual impact.

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The estimation of the ACLL involves analysis of internal and external variables, methodologies, assumptions and management’s judgment and experience. These judgments are inherently subjective and actual losses could be greater or less than the estimate. Future estimates of the ACLL could increase or decrease based on changes in the financial condition of individual borrowers, concentrations of various types of loans, economic conditions or the markets in which collateral may be sold. The estimate of the ACLL determines the amount of provision expense and directly affects our financial results. Please refer to Note 1 and Note 5 of Notes to Consolidated Financial Statements for additional information.

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Pension Plan

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Pension obligations are determined through actuarial calculations based upon significant assumptions, including the IRS mortality table, an effective interest rate of 5.32% for December 31, 2025 and 5.24% for December 31, 2024, a discount rate of 5.50% for December 31, 2025 and 4.75% for December 31, 2024, anticipated rate of compensation increases of 4% for both reporting dates, and an expected long-term rate of return of 7.50% for both reporting dates. Actual outcomes could vary from the assumptions and result in underaccrual or overaccrual of pension obligations. Please refer to Note 1 and Note 8 of Notes to Consolidated Financial Statements for information on these and other accounting policies.

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Key to understanding the Company’s results of operations and financial position is the interest rate environment, the core system conversion in 2025 and the acquisition of FCB in 2024.

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The Federal Reserve's interest rate cuts between September 2024 and December 2025 eased deposit pricing pressure for the fourth quarter of 2024 and the year ended December 31, 2025. The interest rate environment continues at a level that allows adjustable rate loans to reprice higher than their previous rates.

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The Company completed the core system conversion of both the former FCB and the legacy bank during the second quarter of 2025, with related expenses presented in core system conversion expense on the Consolidated Statements of Income.

Added

The acquisition of FCB on June 1, 2024 expanded the Company's footprint into desirable markets and increased its growth potential. The acquisition added to the balance sheet $118,743 in loans, $129,717 in deposits and $14,299 in equity. The Company also recorded one-time expenses of $2,916 and provision for credit loss of $1,290 associated with the merger. For more information on the acquisition, see Note 22: Business Combination.

Added

See "Non-GAAP Financial Measures" below.

Added

Net income for the year ended December 31, 2025 increased when compared with the year ended December 31, 2024, due to net interest margin expansion and a lower provision for credit losses. The net interest margin as well as key noninterest income and expense items are discussed under “Income Statement” below.

Removed

Contract termination expense was recorded to reflect the Company's notification to a vendor that it intends to end its relationship in 2025.

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Included in professional services in the Consolidated Statements of Income.

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Gain recognized upon receipt of a contract contingency payment associated with the 2022 sale of a private equity investment.

Removed

(4)

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Sale of the Company’s VISA Class B shares.

Removed

Key to understanding the Company’s results of operations and financial position is the acquisition of FCB and the impact of the interest rate environment. The acquisition of FCB on June 1, 2024 expanded the Company's footprint into desirable markets and increased its growth potential. The acquisition added to the balance sheet $118,743 in loans, $129,717 in deposits and $14,299 in equity. The Company also recorded one-time expenses of $2,916 and provision for credit loss of $1,290 associated with the merger. For more information on the acquisition, see Note 22: Business Combination.

Removed

Between March 2022 and July 2023, the Federal Reserve increased interest rates 525 basis points. The rapidity and magnitude of the change was unprecedented and spurred intense competitive pressure for deposits, affected the fair value of the Company’s securities, and dampened loan demand. The effects of the interest rate environment continued into 2024, however the Federal Reserve's 100 basis point interest rate cut between September and December eased deposit pricing pressure somewhat during the fourth quarter of 2024.

Removed

When comparing current and prior year results, items to note include the Company's 2023 special one-time dividend of $1 per common share, paid in addition to its usual bi-annual dividends. The dividend rewarded stockholders for the Company’s positive performance during 2022, which included a one-time pre-tax gain on the sale of a private equity investment. Related to the 2022 gain on the sale of a private equity investment, the Company recorded in 2023 pre-tax income of $232 upon receipt of a contract contingency payment. Also in 2023, the Company sold its VISA Class B shares and recognized a pre-tax gain of $2,971, and strategically sold securities, recording a pre-tax loss of $3,332. The Company recognized tax-free income of $1,044 for the settlement of a bank owned life insurance (“BOLI”) policy in 2023, and incurred expense in 2023 of $786 to respond to a proxy contest from an activist investor.

Removed

See "Non-GAAP Financial Measures" above.

Removed

Net income for the year ended December 31, 2024 decreased when compared with the year ended December 31, 2023, due to net interest margin compression, merger related expenses and contract termination expense. The net interest margin as well as key noninterest income and expense items are discussed under “Income Statement” below.

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Loans,Organic growth accounted for the increase in loans, net of deferred fees and costs and the ACLL, increased when December 31, 20242025 is compared with December 31, 2023,2024. primarily due toWhile the FCBFederal acquisition.Reserve's Therate highercuts in 2024 and 2025 were favorable for the net interest margin, the interest rate environment continues to restrain loan demand. The Company is positioned to continue to make every loan that meets its underwriting standards.

Reworded

Securities available for sale areincreased presentedfrom atthe prior year due to purchases of $83,872 and improvement in fair valuevalue, as of each reporting date. The fair value of bondswhich moves inversely to interest rate changes and expectations of interest rate changes. Most of the Company’s securities were purchased during periods prior to the Federal Reserve’s interest rate increases that began in March of 2022. The portfolio decreased during 2024 due to maturities and pay downs. Further detail is provided in the “Balance Sheet” section below.

Added

Customer deposits decreased when December 31, 2025 is compared with December 31, 2024. The Company manages deposits and deposit pricing in consideration of loan demand, optimizing the net interest margin, liquidity needs, and strategic initiatives. During 2025, the Company strategically lowered pricing on time deposits, resulting in lower time deposit balances and improved deposit costs.

Added

The increase in stockholders’ equity reflects an improvement in unrealized losses on securities available for sale and retained net income.

Removed

Customer deposits increased when December 31, 2024 is compared with December 31, 2023, primarily due to the FCB acquisition, supplemented by organic growth.

Removed

Total assets increased from December 31, 2023 to December 31, 2024, primarily due to the acquisition of FCB. Stockholders’ equity increased from December 31, 2023 to December 31, 2024 due to the acquisition of FCB and improvements in accumulated other comprehensive loss related to the market value of securities and the Company's pension plan.

Reworded

The Company monitors asset quality indicators in managing credit risk and in determining the ACLL and provision for credit losses. WhenNonaccrual loans improved when December 31, 20242025 is compared with December 31, 2023,2024, nonaccrualdue loansto improved.the return of one loan relationship to accrual status. The net charge-off ratio remained at the same low level and accruing loans past due 90 days or more increased,increased thoughslightly, but remain at historically low levels.low.

Reworded

The Company believes that sufficientdedicates resources have been dedicated to resolving problem assets, and exposure to loss is somewhat mitigated by sufficient collateralization. More information about nonaccrual and past due loans is provided in Note 1 and Note 5 of Notes to Consolidated Financial Statements. The Company continues to carefully monitor risk levels within the loan portfolio.

Reworded

The net interest margin for the year ended December 31, 20242025 decreasedincreased when compared with the year ended December 31, 2023.2024. Loans,Loans repriced upward while the Federal Reserve's interest rate cuts resulted in lower yields on adjustable rate securities and interest bearing deposit assetsassets, repricedas upward,well butas didlower not fully offset higher interest expense. The Federal Reserve's interest rate cuts during the last four monthscost of 2024deposits. immediately decreased interest rates on deposits with pricing based on the prime interest rate, however currentCurrent interest rates are still at a level that will allow interest income and theimproved yield on earning assets to growloans as adjustable loans reach repricing dates.

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Net loan fees included in interest income in 2025 were $503. Net loan fees included in interest income in 2024 were $245.

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(3)

Removed

Net loan fees included in interest income in 2024 were $200. Net loan fees included in interest income in 2023 were $214.

Added

Included in interest expense is amortization of premium on acquired time deposits of $149 and $278 for the twelve months ended December 31, 2025 and 2024, respectively.

Removed

Includes restricted stock.

Removed

The acquisition of FCB increased the volume of both loans and deposits, contributing to higher interest income and interest expense. The elevated rate environment increased interest income and while interest expense continued to rise, the increase moderated when compared with 2023. A portion of the Company’s taxable securities portfolio is subject to monthly repricing, while many of the Company’s loans are adjustable with repricing dates in the future. The volume of interest-bearing deposit assets increased due to higher customer deposits.

Reworded

Provision for (Recovery of) Provision for Credit Losses

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ProvisionThe expenseCompany recovered provision of $16 for the year ended December 31, 20242025 was, $1,227,made reflectingup of a recovery of credit losses on funded loans of $63 partially offset by provision for credit losses for funded loans of $1,242 and recovery of credit losses foron unfunded loan balances of $15.$47. ProvisionFor forthe fundedyear loansended December 31, 2024, the Company recorded a net provision of $1,227, which included $1,290 ina provision of $1,290 for non-PCD loans recorded upon acquisition date,of FCB, offset by $48 resultingrecovery fromreflecting changes in the Company's assessment of credit risk.risk Forfor theboth year ended December 31, 2023, the Company recorded a net recovery of $1,261, reflecting an improvement in portfolio metricsfunded and economicunfunded conditionsloan when compared with December 31, 2022.balances. More information about the ACLL is provided in “Balance Sheet – Loans – Allowance for Credit Losses” below and in Notes 1 and 5 of Notes to Consolidated Financial Statements.

Reworded

Service charges on deposit accounts increased when the year ended December 31, 20242025 is compared with the year ended December 31, 2023, primarily2024, due to changes in fee structure, the FCB acquisition, and increased customer use of the Bank’s overdraft program. Service charges on deposit accounts also include account maintenance fees,program, ATM fees and wire transfer fees.

Reworded

Other service charges and fees decreased when 20242025 is compared with 2023,2024, due to nonrecurring fee income received in 2024 and lower fees associated with lettersnon-customer use of creditNBB and one time fee income received in 2023.ATMs. Other service charges and fees also include charges for official checks, income from the sale of checks to customers, safe deposit box rent, and income from commissions on the sale of credit life, accident and health insurance.

Reworded

Credit and debit card fees, net, decreasedincreased when 20242025 is compared with 20232024 due to highercontract processingre-negotiation costs.associated Credit and debit card fees are presented net of certain processing expenses and are dependent onwith the volumecore ofsystem transactions.conversion.

Reworded

Trust income increased when the year ended December 31, 20242025 is compared with the year ended December 31, 20232024, duereflecting tothe higherCompany's volume.investment in business development. Trust fees are generated from a number of different types of accounts, including estates, personal trusts, employee benefit trusts, investment management accounts, attorney-in-fact accounts and guardianships. Trust income varies depending on the number and type of accounts under management and financial market conditions.

Removed

BOLI income decreased when 2024 is compared with 2023, due to a gain of $1,044 recorded in 2023 for settlement of a policy.

Removed

During 2023, the Company sold its VISA Class B securities, recognizing a gain of $2,971.

Reworded

Other income includes dividends, adjustments to partnership basis in investments, commissions from investment and insurance sales and other miscellaneous components. DuringImproved 2023,commissions from investment and insurance sales and a vendor incentive payment drove the Companyincrease recordedfrom income2024 ofto $232 upon receipt of a contract contingency payment.2025.

Removed

The Company recorded a net loss on the sale of securities during 2023, discussed in further detail under the “Securities” section.

Reworded

Salaries and employee benefits, which include payroll taxes, health insurance, contributions to the employee stock ownership plan and employee 401(k), plan, pension expense,service costs, incentives and salary continuationcontinuation, increased when 20242025 is compared with 2023,2024, reflecting the addition of FCB employees.employees and normal merit adjustments.

Reworded

When the year ended December 31, 20242025 is compared with the year ended December 31, 2023,2024, occupancy, furniture and fixtures expense and data processing and ATM expense increased due to ATM upgrades, higher maintenance costs,costs and additionaldepreciation related to assets acquired from FCB.FCB, infrastructure investment and the opening of the Roanoke branch.

Added

Data processing expense decreased when the year ended December 31, 2025 is compared with the year ended December 31, 2024, reflecting savings from the core system conversion and other technology upgrades.

Reworded

Franchise tax expense increaseddecreased from 20232024 to 2024.2025. Franchise taxes are levied by the states in which NBB operates and are based upon NBB’s total equity at the prior year-end, adjusted for real estate taxes and certain other items.

Added

When 2025 is compared with 2024, higher legal and audit expenses drove the increase in professional services, which also includes consulting expense.

Removed

Professional services, which includes legal and other expenses decreased when 2024 is compared to 2023. During 2023, the Company incurred legal and consulting expenses of $786 to respond to a threatened proxy contest from an activist shareholder.

Reworded

Merger-related expenses included legal, accounting, regulatory, and executive and employee severance costs associated with the FCB acquisition. The Company does not expect any further material expense related to the transaction.

Added

The core system conversion was completed during the second quarter of 2025 positioning the Company for future growth.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-12 (period ending 2026-06-30) with 10-Q filed 2026-05-13 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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40 → 40words in section

The section in the latest 10-Q reads in full:

Please refer to the “Risk Factors” previously disclosed in Item 1A of the Company's 2025 Form 10-K and the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” in Part I. Item 2 of this Form 10-Q.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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51reworded paragraphs
5,522 → 6,090words in section

Removed heading “Noninterest Income”

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“Noninterest Income”
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Reworded topics: interest rate

Paragraph as it now reads, with added and removed wording marked:

The Company employs a discounted cash flow ("DCFCF") model whereby each loan’s cash flows are projected according to each loan's contractual terms and modified by internalprepayment rates and loss rates. Prepayment rates are sourced from the Company’s historical prepaymentexperience. rates.Loss Cash flowsrates are then discounted at the loan's effective interest rate, modified by loss rates determinedcalculated using the probability of default ("PD") and loss given default ("LGD") sourced from internal and peer historical experience, and adjusted for a forecast variable. The modified cash flows are then discounted at the loan's contractual interest rate. Application of historical prepayment rates to project cash flows lowers the ACLL.ACL Historical prepayment ratesand may not be representative of realized prepayment rates. Similarly, historicalHistorical loss experience modifiedand bythe impact of the forecast variable may not be representative of realized loss experience.
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New text topics: interest rate
“During the second quarter of 2026, the Company recorded a gain on the sale of its equity interest in a community-bank insurance consortium. The Company also executed a plan to partially reposition the securities portfolio to enhance profitability and manage interest rate risk. Improvement in earnings as a result of the repositioning is expected to earn back the loss on sale of securities within 1.8 years, and will continue to add value after the recovery period.”
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Reworded topics: interest rate

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The Company purchased bonds totaling $19,555 during the first quarter of 2026. The unrealized loss in the Company’s investment portfolio is due to interest rate risk. The fair value of bonds moves inversely to interest rate changes and expectations of interest rate changes. A large percentage of the Company’s securities were purchased during the period prior to the Federal Reserve’s interest rate increases that began in March of 2022. The Company’s analysis of the securities portfolio determined no identifiable credit risk as of MarchJune 31,30, 2026 and no ACL has been recorded. Please refer to Note 1: General and Summary of Significant Accounting Policies of the Company's 2025 Form 10-K and Note 34: Securities in Part I, Item 1 of this report for additional information on the securities portfolio.
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Reworded topics: competition

Paragraph as it now reads, with added and removed wording marked:

LowerThe demandCompany andanticipated increasedthe competition resultedincrease in areal slightestate decreaseconstruction inloans, theas loanprojects portfoliounderlying whenpreviously Marchapproved 31,loans 2026reached isdevelopment comparedphases withfor December 31, 2025.advances. The Company is positioned to make every loan that meets its underwriting standards.
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Reworded topics: competition

Paragraph as it now reads, with added and removed wording marked:

Competitive, legal and regulatory environments were evaluated for changes that would affect credit risk. Higher competition for loans is deemed to increase credit risk, while lower competition decreasesis deemed to decrease credit risk. CompetitionThe remainedCompany's atevaluation similarfound levelsslightly tolower thosecompetitive atpressure when compared with December 31, 2025. The legal and regulatory environments also remain in a similar posture to December 31, 2025.
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Reworded

inflation and changes in interest rates that may reduce our margins or reduce the fair value of financial instruments, the ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s or banking industry’s reputation becomes damaged, the adequacy of the level of the Company’s allowance for credit losses, the amount of credit loss provisions required in future periods, and the failure of assumptions underlying the allowance for credit losses, general and local economic conditions, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury, the Office of the Comptroller of the Currency (“OCC”), the Federal Reserve, the Consumer Financial Protection Bureau and the Federal Deposit Insurance Corporation (“FDIC”), and the impact of any policies or programs implemented pursuant to financial reform legislation, unanticipated increases in the level of unemployment in the Company’s market, the quality or composition of the loan and/or investment portfolios, our ability to maintain existing deposit relationships or attract new deposit relationships, changes in consumer spending, borrowing and savings habits, increased competition with other financial institutions and fintech companies, demand for financial services in the Company’s market, the real estate market in the Company’s market, laws, regulations and policies impacting financial institutions, technological risks and developments, and cyber-threats, attacks or events, the Company’s technology initiatives, geopolitical conditions, including trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to trade restrictions and tariffs, and acts or threats of terrorism and/or military conflicts, the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events, the Company's ability to identify, attract, and retain experienced management, relationship managers, and support personnel, particularly in a competitive labor environment, performance by the Company’s counterparties or vendors, applicable accounting principles, policies and guidelines, and risks associated with mergers, acquisitions, and other expansion activities.

Reworded

The Company’s consolidated financial statements are prepared in accordance with GAAP. The financial information contained within our statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. Although the economics of the Company’s transactions may not change, the timing of events that would impact the transactions could change.

Reworded

The Company employs a discounted cash flow ("DCFCF") model whereby each loan’s cash flows are projected according to each loan's contractual terms and modified by internalprepayment rates and loss rates. Prepayment rates are sourced from the Company’s historical prepaymentexperience. rates.Loss Cash flowsrates are then discounted at the loan's effective interest rate, modified by loss rates determinedcalculated using the probability of default ("PD") and loss given default ("LGD") sourced from internal and peer historical experience, and adjusted for a forecast variable. The modified cash flows are then discounted at the loan's contractual interest rate. Application of historical prepayment rates to project cash flows lowers the ACLL.ACL Historical prepayment ratesand may not be representative of realized prepayment rates. Similarly, historicalHistorical loss experience modifiedand bythe impact of the forecast variable may not be representative of realized loss experience.

Reworded

Key to loss rate application is the Company's risk grading system, which is governed by a robust policy. Loss rates are calculated and applied by risk grade. Management relies upon risk grades to identify loans with risk characteristics that are different from other loans within a segment. Loans graded special mention or classified and that exceed a value threshold are individually evaluated. If management determines that a borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. Specific reserves for other individually evaluated loans are estimated using a DCFCF approach. Cash flows are determined by analyzing the borrower's ability to repay and economic conditions affecting the borrower's industry, discounted at loss rates appropriate to the risk grade. The ultimate recoverability of the loan may be higher or lower than the specific reserve.

Reworded

The Company adjusts collectively-evaluated DCFCF model results for qualitative risk factors that are not inherent in historical losses, but are relevant in assessing expected credit losses within the loan portfolio. Risks considered include the impact of changes in (i) economic conditions, (ii) the nature and volume of the loan portfolio, (iii) the existence, growth and effect of any concentrations in credit, (iv) lending policies and procedures, including underwriting standards and practices, (v) the quality of the credit review function, (vi) the experience, ability and depth of lending management and staff, (vii) the volume and severity of past due loans, (viii) the value of underlying collateral for collateral-dependent loans, and (ix) other factors such as the regulatory, legal and competitive environments. Because of low loss rate history, statistical correlation between losses and qualitative risk factors is not possible and adjustments are based upon management judgment. Management assesses each factor and determines the adjustment to the ACLL based upon a documented and consistently applied methodology. Management's assessment mymay be higher or lower than actual impact.

Reworded

The estimation of the ACLL involves analysis of internal and external variables, methodologies, assumptions and management’s judgment and experience. These judgments are inherently subjective and actual losses could be greater or less than the estimate.Futureestimate. Future estimates of the ACLL could increase or decrease based on changes in the financial condition of individual borrowers,concentrationsborrowers, concentrations of various types of loans, economic conditions or the markets in which collateral may be sold. The estimate of the ACLL determines the amount of provision expense and directly affects our financial results.

Reworded

Key to understanding theThe Company’s results of operations and financial position isare heavily influenced by the interest rate environment. The Federal Reserve's interest rate cuts between September 20252024 and DecemberSeptember of 2025 eased deposit pricing pressure but remain at a level that allows adjustable rate loans to reprice higher than their previous rates. TheAlso Companyinfluential completedto the Company's results are a gain on the sale of an equity investment offset by a loss on the sale of securities in 2026, and a core system conversion completed during the second quarter of 2025, with related expenses presented in core system conversion expense presented on the Consolidated Statements of Income. Expanded discussion of significant items for 2026 and 2025 is provided in subsequent sections.

Reworded

The following table presents the Company’s key performance indicators for the periods indicated.indicated:

Removed

(1)

Reworded

Average dilutive common shares were 2,7833,241 and 1,9823,013 for the three and six months ended MarchJune 31,30, 20262026, and 2025,2,665 respectively.and 2,325 for the three and six months ended June 30, 2025. Dilutive common shares stem from unvested restricted stock.

Reworded

Net income for the three and six months ended MarchJune 31,30, 2026 increased when compared with the comparable periodperiods of 2025, due to net interest margin expansion.expansion Analysisand ofcore theconversion related expenses in 2025. The net interest margin as well as key noninterest income and expense items are presenteddiscussed below.

Reworded

The Company uses the net interest margin (non-GAAP) to measure profitability of interest generating activities, as a percentage of total interest-earning assets. The Company’s net interest margin is calculated on a fully taxable equivalent (“FTE”) basis. The portion of interest income that is nontaxable is grossed up to the tax equivalent by adding the tax benefit based on a tax rate of 21%. Annualized FTE net interest income is divided by total average earning assets to calculate the net interest margin. The following tables present the reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, for the periods indicated.indicated:

Reworded

The efficiency ratio (non-GAAP) is computed by dividing noninterest expense by the sum of FTE net interest income and noninterest income, excluding certain items the Company’s management deems unusual or non-recurring. This is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. The components of the efficiency ratio calculation for the periods indicated are summarized in the following table.

Reworded

The adjusted return on average assets (non-GAAP) and adjusted return on average equity (non-GAAP) are measures of profitability, calculated by annualizing net income and dividing by average year-to-date assets or equity, respectively. Significant income or expenses that are unusual or not expected to recur during the year are not annualized, in order to reduce distortion within the ratios. The tables below present the reconciliation of adjusted annualized net income, which is not a measurement under GAAP, for the periods indicated.

Reworded

The following tables showpresent interest‑earning assets and interest‑bearing liabilities, the interest earned or paid, the average yield or rate on the daily average balance outstanding, net interest income and net interest margin for the periods indicated.

Removed

(1)

Reworded

Included in interest income are loan fees of $202$169 and $87$113 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Also included in interest income is accretion of discounts on acquired loans of $417$177 and $251$363 for the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively.

Reworded

Included in interest expense is amortization of premium on acquired time deposits of $18$16 and $58$43 for the three months ended MarchJune 31,30, 2026 and 2025, respectively.

Added

Interest on nontaxable loans and securities is computed on a fully taxable equivalent basis using a Federal income tax rate of 21%.

Added

(2)

Added

Included in interest income are loan fees of $371 and $199 for the six months ended June 30, 2026 and 2025, respectively. Also included in interest income is accretion of discounts on acquired loans of $594 and $615 for the six months ended June 30, 2026 and 2025, respectively.

Added

(3)

Added

Nonaccrual loans are included in average balances for yield computations.

Added

(4)

Added

Includes loans held for sale.

Added

(5)

Added

Daily averages are shown at amortized cost.

Added

(6)

Added

Included in interest expense is amortization of premium on acquired time deposits of $34 and $101 for the six months ended June 30, 2026 and 2025, respectively.

Reworded

When the three and six months ended MarchJune 31,30, 2026 and 2025 are compared, theimprovement yield on earning assets increased and the cost of interest bearing liabilities decreased, improvingin the net interest margin.margin stemmed from higher yields on loans and securities and lower cost of time deposits and interest bearing demand deposits, somewhat offset by lower yield on interest-bearing deposit assets. The Federal Reserve's interest rate cuts between September 2024 and December 2025 immediately reduced expense for deposits with pricing based on the prime interest rate. Current interest rates are still at a level that will allow improved interest income as loans continue to reach repricing dates.

Added

When the three and six months ended June 30, 2026 are compared with the comparable periods of 2025, noninterest income increased. Other service charges and fees increased when the six months ended June 30, 2026 are compared with the comparable periods of 2025, primarily due to a change in recognition method for safe deposit box rent.

Removed

Noninterest Income

Removed

Service charges on deposit accounts decreased when the three months ended March 31, 2026 are compared with the comparable period of 2025, while other service charges and fees increased. The increase in other service charges and fees is due to a change in the way the Company recognizes safe deposit box rent. Prior to the core system conversion during the second quarter of 2025, safe deposit box rent was recognized on an accrual basis. Following the core system conversion, safe deposit box rent is recognized upon receipt.

Reworded

Credit and debit card fees, net, increased when the three and six months ended MarchJune 31,30, 2026 are compared with the comparable periodperiods of 2025, due to contractimproved re-negotiationterms associatedfor withinterchange fee income stemming from the the core system conversion.conversion in May of 2025.

Added

Trust income increased when the three and six months ended June 30, 2026 are compared with the comparable period of 2025 due to higher estate fee income in 2026.

Added

Gain on sale of mortgage loans increased when the three and six months ended June 30, 2026 are compared with the comparable periods of 2025, due to higher volume.

Added

Other income increased when the three and six months ended June 30, 2026 are compared with the comparable periods of 2025, due to higher commissions on securities sales and income from equity investments.

Added

During the second quarter of 2026, the Company recorded a gain on the sale of its equity interest in a community-bank insurance consortium. The Company also executed a plan to partially reposition the securities portfolio to enhance profitability and manage interest rate risk. Improvement in earnings as a result of the repositioning is expected to earn back the loss on sale of securities within 1.8 years, and will continue to add value after the recovery period.

Removed

Other income includes revenue from investment and insurance sales, adjustments to partnership basis and other miscellaneous components. Securities sales, FHLB dividends and derivatives income account for the increase when the three months ended March 31, 2026 is compared with the comparable period of 2025.

Removed

Noninterest expense increased when the three months ended March 31, 2026 are compared with the comparable period of 2025. Salaries and employee benefits, which include payroll taxes, health insurance, contributions to the employee stock ownership plan and employee 401(k), pension expense, incentives and salary continuation increased when the three months ended March 31, 2026 is compared with the comparable period of 2025, driven by higher incentive and insurance expense.

Removed

Occupancy, furniture and fixtures expense increased when the three months ended March 31, 2026 are compared with the comparable period of 2025 due to depreciation of assets placed in service after the first quarter of 2025 and additional lease expense.

Reworded

DataTotal processingnoninterest expensesexpense decreased when the three and six months ended MarchJune 31,30, 2026 are compared with the comparable periodperiods of 20252025. dueDuring to2025, savingsthe relatedCompany torecorded specific expense for the core system conversion.conversion, as well as associated marketing and mailing expense included in other noninterest expense.

Reworded

ProfessionalSalaries servicesand employee benefits include legal,payroll audittaxes, health insurance, contributions to the employee stock ownership plan and consultingemployee expenses,401(k), whichpension increasedexpense, whenincentives and salary continuation. When the three and six months ended MarchJune 31,30, 2026 are compared with the comparable periodperiods of 20252025, duethe toincrease was driven by higher auditincentive and consultingmedical fees.insurance expense.

Added

Occupancy, furniture and fixtures expense increased when the three and six months ended June 30, 2026 are compared with the comparable periods of 2025 due to depreciation and amortization of assets placed into service for the core system conversion in May 2025 and the Company's Roanoke and Lynchburg branch locations, opened in March 2025 and November 2025, respectively.

Removed

Core system conversion expense includes payments made to vendors in advance of the system upgrade completed during the second quarter of 2025.

Reworded

OtherData operatingprocessing expense decreasedincreased when thethree threeand six months ended MarchJune 31,30, 2026 are compared with the comparable periodperiods of 2025.2025 Thedue categoryto ofhigher other operating expenses includes expense for marketingmaintenance and businesscommunications development,infrastructure supplies,expense, non-serviceas pensionwell cost and charitable donations, among others. Included in various categories of noninterest expense areas expenses to manage cybersecurity risk. The cost of these measures was $131$151 for the three months ended MarchJune 31,30, 2026 and $81$100 for the three months ended MarchJune 31,30, 2025. For the six months ended June 30, 2026, total cybersecurity expense was $283 compared with $141 for the six months ended June 30, 2025. The Company places high priority on cybersecurity. The decrease in expense reflects renegotiation of contracts and licensing.

Added

Professional services include legal, audit and consulting expenses, which decreased when the three and six months ended June 30, 2026 are compared with the comparable periods of 2025 due to lower legal expense.

Added

Other operating expenses decreased when the three and six months ended June 30, 2026 are compared with the comparable periods of 2025 due to improvement in the non-service component of pension cost. The category of other operating expenses also includes expense for marketing and business development, supplies, and charitable donations, among others.

Reworded

The Company’s income tax expense was $1,048 for the three months ended MarchJune 31,30, 2026 compared with $362 for the same period in 2025.The Company's income tax expense was $1,066$2,114 for the six months ended June 30, 2026 and effective tax rate was 17.63%.17.44%. For the threesix months ended MarchJune 31,30, 2025, the Company’s income tax expense was $666$1,028 and effective tax rate was 17.07%.15.69%. The effective tax rate increased due to comparable levels of nontaxable income while pre-tax earnings increased during the period.increased.

Removed

(1)

Reworded

The Company’s risk analysis as of MarchJune 31,30, 2026 determined an ACLL of $9,739,$10,047, or 0.98%0.99% of loans net of deferred fees and costs. This compares with an ACLLallowance of $9,892 as of December 31, 2025, or 0.99% of loans. To determine the appropriate level of the ACLL, the Company considers credit risk for individually evaluated loans and for groups of collectivelyloans evaluated loans.collectively.

Reworded

Individually evaluated loans were $8,898$10,030 as of MarchJune 31,30, 2026 and $8,802 as of December 31, 2025. As of both reporting dates, two individually evaluated loans were collateral dependent but were adequately collateralized and did not result in an individual allocation. The remaining individually evaluated loans were measured using the discounted cash flow method, resulting in an allocation of $106.$138 as of June 30, 2026 and $106 as of December 31, 2025.

Reworded

Collectively evaluated loans totaled $987,166,$1,005,382, with an ACLL of $9,633$9,909 as of MarchJune 31,30, 2026. As of December 31, 2025, collectively evaluated loans totaled $991,124, with an allowance of $9,786.

Reworded

The Company applies national unemployment forecasts to project cash flows. The Company determined that 12 months represents a reasonable and supportable forecast period as of MarchJune 31,30, 2026, and set a period of 12 months to revert to historical losses on a straight-line basis. The forecast applied as of MarchJune 31,30, 2026 projects that unemployment will increaseslightly slightlydecrease over the next 12 months,months higherat a lower level than the forecast applied as of December 31, 2025. The higherlower unemployment forecast increaseddecreased the required level of the ACLL when MarchJune 31,30, 2026 is compared with December 31, 2025.

Reworded

Higher bankruptcy filings indicate heightened credit risk and increase the ACLL, while lower bankruptcy filings have a beneficial impact on credit risk. Compared with data available as of December 31, 2025, business bankruptcy filings increased whileand personal bankruptcies filings decreased.

Reworded

Residential vacancy rates and housing inventory are used to measure the health of the housing market. The housing market directly or indirectly affects all loan classes..classes. Higher vacancy and inventory levels increase credit risk. The residential vacancy rate available as of MarchJune 31,30, 2026 wasdecreased atcompared a lower level thanto the data incorporated into the December 31, 2025 calculation.calculation, resulting in a lower allocation. Housing datainventory availableincreased aswhen ofJune March 31,30, 2026 showedis slightlycompared lower inventory than as ofwith December 31, 2025, resulting in a lowerhigher allocation.

Reworded

Accruing past due loans are analyzed at the class level and compared with previous levels. Increases in past due loans indicate heightened credit risk. Accruing loans past due 30-89 days were 0.29%0.30% of total loans as of MarchJune 31,30, 2026, a decrease from 0.35% as of December 31, 2025.

Reworded

The Company considers other factors that impact credit risk, including the competitive, legal and regulatory environments, changes in lending policies and loan review, changes in lending managementmanagement, and high risk loans.

Reworded

Competitive, legal and regulatory environments were evaluated for changes that would affect credit risk. Higher competition for loans is deemed to increase credit risk, while lower competition decreasesis deemed to decrease credit risk. CompetitionThe remainedCompany's atevaluation similarfound levelsslightly tolower thosecompetitive atpressure when compared with December 31, 2025. The legal and regulatory environments also remain in a similar posture to December 31, 2025.

Added

The Company considers changes in experience and leadership of lending and credit risk management. During the second quarter of 2026, the Company's Chief Lending Officer announced his resignation and the Company promoted a seasoned lender to the position. The new CLO's long tenure and alignment with the Company's credit risk appetite and lending culture do not indicate a measurable increase in credit risk. However, due to the unexpected nature of the change, the Company determined an allocation was appropriate to recognize uncertainty. The Company removed an allocation associated with lending staff obtained through a 2024 acquisition.

Showing the first 60 of 82 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

NKSH insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-06-10Thompson James Carroll
Director
Grant/award 221— —9,831 SEC
2026-06-10Sweet Alan Jeffrey
Director
Grant/award 221— —9,642 SEC
2026-06-10Smith Lutheria H.
Director
Grant/award 221— —2,201 SEC
2026-06-10Reynolds Glenn P
Director
Grant/award 221— —7,165 SEC
2026-06-10Johnson Mildred R
Director
Grant/award 221— —4,374 SEC
2026-06-10Fitzwater Norman V Iii
Director
Grant/award 221— —9,859 SEC
2026-06-10Dye Michael E
Director
Grant/award 221— —5,441 SEC
2026-06-10Dooley John Elliott
Director
Grant/award 221— —14,426 SEC
2026-06-10Denardo F Brad
Director
Grant/award 221— —18,657 SEC
2026-06-10Ball Lawrence J
Director
Grant/award 221— —23,609 SEC

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