FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 For the transition period from ___________ to ___________ Commission File Number: 001-40305 VIRGINIA NATIONAL BANKSHARES CORPORATION (Exact Name of Registrant as Specified in its Charter) ...

Part I. Financial Information [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Unaudited consolidated financial statements for Q2 2021 show significant balance sheet growth from the Fauquier merger, though net income was reduced by one-time expenses [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Total assets more than doubled to $1.85 billion by June 30, 2021, from $848.4 million, primarily due to the Fauquier acquisition which significantly increased loans, deposits, and shareholders' equity Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2021 (Unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$1,847,122** | **$848,410** | | Cash and cash equivalents | $313,979 | $34,695 | | Loans, net | $1,160,639 | $603,951 | | Goodwill | $8,898 | $372 | | **Total Liabilities** | **$1,688,520** | **$765,812** | | Total deposits | $1,629,448 | $730,764 | | **Total Shareholders' Equity** | **$158,602** | **$82,598** | [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) Q2 2021 net income significantly decreased to $147 thousand due to $5.9 million in merger expenses, despite net interest income more than doubling to $13.2 million post-merger Consolidated Income Statement Summary (in thousands, except per share data) | Metric | Q2 2021 | Q2 2020 | Six Months 2021 | Six Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $13,151 | $5,755 | $19,125 | $11,130 | | Provision for (recovery of) loan losses | ($141) | $378 | $210 | $1,143 | | Noninterest Income | $2,920 | $1,626 | $3,959 | $3,295 | | Noninterest Expense | $15,993 | $4,404 | $20,774 | $8,947 | | *Merger expenses* | *$5,874* | *$0* | *$6,152* | *$0* | | **Net Income** | **$147** | **$2,088** | **$1,652** | **$3,492** | | **Net Income per Share, diluted** | **$0.03** | **$0.77** | **$0.41** | **$1.29** | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, the Fauquier merger's impact on loans and securities, changes in ALLL methodology for acquired loans, and segment performance - On April 1, 2021, the Company completed its merger with Fauquier Bankshares, Inc. for a total consideration of **$78.0 million**. The acquisition resulted in the recognition of **$8.5 million** in goodwill and a **$8.7 million** core deposit intangible asset[19](index=19&type=chunk)[26](index=26&type=chunk)[31](index=31&type=chunk) - The loan portfolio grew to **$1.17 billion** from **$609 million** at year-end 2020, largely due to the merger, with **$68.8 million** in outstanding Paycheck Protection Program (PPP) loans as of June 30, 2021[54](index=54&type=chunk) - The allowance for loan losses (ALLL) stood at **$5.5 million**, with the ratio of ALLL to total loans decreasing to **0.47%** from **0.90%** at year-end 2020, primarily due to merger accounting for acquired loans[71](index=71&type=chunk)[191](index=191&type=chunk) - The Bank segment is the primary contributor to net income, generating **$1.66 million** for the first six months of 2021, while other segments reported net losses[139](index=139&type=chunk)[140](index=140&type=chunk)[143](index=143&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Fauquier merger's significant impact on financial condition and results, highlighting asset growth, one-time expenses, and ongoing COVID-19 effects [Overview and Impact of COVID-19](index=37&type=section&id=Overview%20and%20Impact%20of%20COVID-19) Q2 2021 performance metrics were distorted by merger expenses; adjusted non-GAAP figures show stronger ROAA and ROAE, with most COVID-19 loan deferments returning to normal Q2 2021 Performance Metrics (GAAP vs. Non-GAAP) | Metric | Q2 2021 (GAAP) | Q2 2021 (Non-GAAP, excluding merger expenses) | | :--- | :--- | :--- | | ROAA | 0.03% | 1.02% | | ROAE | 0.37% | 11.89% | | Net Income per Share | $0.03 | $0.89 | - The company incurred **$5.9 million** in pre-tax merger expenses during Q2 2021, equating to **$1.11** per diluted share[159](index=159&type=chunk) - As of June 30, 2021, **$57.7 million** (**96.6%**) of total approved loan deferments returned to normal payment schedules, with a remaining balance of **$2.0 million** in deferrals[162](index=162&type=chunk) - The company funded a total of **$207.5 million** in PPP loans, with **$68.8 million** remaining outstanding after SBA forgiveness as of June 30, 2021[163](index=163&type=chunk) [Financial Condition](index=40&type=section&id=Financial%20Condition) The Fauquier merger transformed financial condition, boosting total assets to $1.8 billion, loans to $1.2 billion, and deposits to $1.6 billion, while capital ratios remained strong - Total assets increased by **$998.7 million** (**117.7%**) to **$1.8 billion** from December 31, 2020, primarily due to the Fauquier acquisition[176](index=176&type=chunk) - The loan portfolio increased by **$556.8 million** (**91.4%**) since year-end 2020, with acquired loans from Fauquier having a carrying amount of **$537.5 million** at June 30, 2021[184](index=184&type=chunk) - Total deposits increased by **$898.7 million** to **$1.6 billion** since year-end 2020, with the merger contributing **$817.7 million** in deposits at fair value[200](index=200&type=chunk) - The company's and the Bank's capital ratios as of June 30, 2021, exceeded all minimum regulatory requirements to be considered "**well capitalized**"[210](index=210&type=chunk)[211](index=211&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Q2 2021 net income fell to $147 thousand due to merger expenses, despite significant growth in net interest income, while net interest margin compressed slightly and noninterest expenses rose - Net income for Q2 2021 was **$147 thousand**, a decrease of **$1.9 million** from Q2 2020, entirely attributable to **$5.9 million** in pre-tax merger expenses[214](index=214&type=chunk) - Net interest income (FTE) for Q2 2021 increased by **$7.4 million** (**128.8%**) compared to Q2 2020, primarily due to the inclusion of Fauquier's operations[215](index=215&type=chunk) - Net interest margin (FTE) was **3.05%** for Q2 2021, a **7 basis point** decrease from **3.12%** in Q2 2020[217](index=217&type=chunk) - A recovery of loan losses of **$141 thousand** was recorded in Q2 2021, compared to a **$378 thousand** provision in Q2 2020, as the company released some reserves added during the pandemic[228](index=228&type=chunk) - Noninterest expense increased **263.1%** in Q2 2021 compared to Q2 2020, driven by the **$5.9 million** in merger expenses and the addition of Fauquier's operating costs[234](index=234&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies - Disclosure is **not required** for this item[239](index=239&type=chunk) [Item 4. Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2021[241](index=241&type=chunk) - **No changes** in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, these controls[241](index=241&type=chunk) Part II. Other Information [Item 1. Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - There are **no legal proceedings** to report[242](index=242&type=chunk) [Item 1A. Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the company's Form 10-K for the year ended December 31, 2020 - **No material changes** from the risk factors described in the Company's Form 10-K for the year ended December 31, 2020[242](index=242&type=chunk) [Item 6. Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including CEO/CFO certifications and financial statements in Inline XBRL format - The report includes **required certifications** from the Principal Executive Officer and Principal Financial Officer, as well as financial data in **Inline XBRL format**[244](index=244&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited consolidated financial statements and management's discussion and analysis for Virginia National Bankshares Corporation [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited consolidated financial statements, including balance sheets, income statements, and cash flows, along with detailed notes on accounting policies, loans, and recent mergers [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets%20(unaudited)) Presents the company's financial position at specific points in time, detailing assets, liabilities, and shareholders' equity Consolidated Balance Sheet Highlights (March 31, 2021 vs. December 31, 2020) | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :-------------------------------- | :------------------------------ | :------------------------------- | | Total Assets | $918,403 | $848,410 | | Total Liabilities | $838,391 | $765,812 | | Total Shareholders' Equity | $80,012 | $82,598 | | Total Deposits | $804,160 | $730,764 | | Loans, net | $615,453 | $603,951 | [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income%20(unaudited)) Details the company's revenues, expenses, and net income over a specific period Consolidated Statements of Income Highlights (Three months ended March 31, 2021 vs. 2020) | Metric | March 31, 2021 (in thousands) | March 31, 2020 (in thousands) | | :----------------------------------- | :------------------------------ | :------------------------------ | | Total Interest and Dividend Income | $6,667 | $6,564 | | Total Interest Expense | $693 | $1,189 | | Net Interest Income | $5,974 | $5,375 | | Provision for Loan Losses | $351 | $765 | | Total Noninterest Income | $1,039 | $1,669 | | Total Noninterest Expense | $4,781 | $4,543 | | Net Income | $1,505 | $1,404 | | Net Income per Common Share, Basic | $0.55 | $0.52 | [Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(unaudited)) Reports changes in equity during a period from non-owner sources, including net income and other comprehensive income items [Consolidated Statements of Changes in Shareholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity%20(unaudited)) Outlines the changes in the company's equity accounts over a period, reflecting transactions with owners and comprehensive income [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) Provides information on cash inflows and outflows from operating, investing, and financing activities over a period [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(unaudited)) Provides detailed explanations and additional information regarding the figures presented in the primary financial statements - The Company completed its merger with Fauquier Bankshares, Inc. on April 1, 2021, with Fauquier shareholders receiving **0.675 shares** of the Company's common stock for each Fauquier share, and Fauquier's financials are not included in the first quarter results, but it had total assets of **$911.3 million**, net loans of **$616.4 million**, and total deposits of **$817.5 million** at March 31, 2021[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - The Company is currently assessing the impact of ASU 2016-13 (Credit Losses) and ASU 2020-04 (LIBOR Reform) on its consolidated financial statements[27](index=27&type=chunk)[29](index=29&type=chunk) [Note 1. Significant Accounting Policies](index=8&type=section&id=Note%201.%20Significant%20Accounting%20Policies) Describes the key accounting principles and methods used in preparing the financial statements [Note 2. Securities](index=10&type=section&id=Note%202.%20Securities) Details the company's investment in debt and equity securities, including classification and fair value [Note 3. Loans](index=12&type=section&id=Note%203.%20Loans) Provides a breakdown of the loan portfolio by type and discusses related credit quality aspects Loan Portfolio Composition (March 31, 2021 vs. December 31, 2020, in thousands) | Loan Type | March 31, 2021 | December 31, 2020 | | :--------------------------------------- | :------------- | :---------------- | | Commercial and industrial | $130,388 | $118,688 | | Real estate construction and land | $26,254 | $22,509 | | Real estate mortgages | $409,436 | $410,075 | | Consumer | $54,990 | $58,134 | | **Total loans** | **$621,068** | **$609,406** | - The Company funded an additional **$36.2 million** in PPP loans during the three months ended March 31, 2021, with **43%** of the total dollars of PPP loans forgiven by the SBA, leaving **$70.2 million** outstanding as of March 31, 2021[44](index=44&type=chunk)[138](index=138&type=chunk) [Note 4. Allowance for Loan Losses](index=15&type=section&id=Note%204.%20Allowance%20for%20Loan%20Losses) Explains the methodology and changes in the allowance for credit losses on the loan portfolio Allowance for Loan Losses (ALLL) and Provision | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | March 31, 2020 (in thousands) | | :-------------------------------- | :------------------------------ | :------------------------------- | :------------------------------ | | ALLL Balance | $5,615 | $5,455 | $4,704 | | Provision for Loan Losses (Q1) | $351 | N/A | $765 | Impaired Loans and Troubled Debt Restructurings (TDRs) | Metric | March 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :-------------------------------- | :------------------------------ | :------------------------------- | | Total Impaired Loans | $1,164 | $1,273 | | Total TDRs | $1,164 | $1,273 | | Performing TDRs | $1,159 | $1,265 | | Nonperforming TDRs | $5 | $8 | [Note 5. Net Income Per Share](index=23&type=section&id=Note%205.%20Net%20Income%20Per%20Share) Presents the calculation of basic and diluted net income per common share [Note 6. Stock Incentive Plans](index=23&type=section&id=Note%206.%20Stock%20Incentive%20Plans) Describes the company's stock-based compensation arrangements for employees and directors [Note 7. Fair Value Measurements](index=26&type=section&id=Note%207.%20Fair%20Value%20Measurements) Details the fair value hierarchy and valuation techniques used for financial instruments [Note 8. Other Comprehensive Income](index=29&type=section&id=Note%208.%20Other%20Comprehensive%20Income) Reports items of comprehensive income that are not included in net income, such as unrealized gains/losses on securities [Note 9. Segment Reporting](index=30&type=section&id=Note%209.%20Segment%20Reporting) Provides financial information about the company's operating segments Segment Net Income (Three months ended March 31, 2021 vs. 2020, in thousands) | Segment | March 31, 2021 | March 31, 2020 | | :------------------------ | :------------- | :------------- | | Bank | $1,506 | $1,440 | | Sturman Wealth Advisors | $24 | $3 | | VNB Trust & Estate Services | $(4) | $16 | | Masonry Capital | $(21) | $(55) | | **Consolidated** | **$1,505** | **$1,404** | [Note 10. Leases](index=31&type=section&id=Note%2010.%20Leases) Discloses information about the company's lease arrangements, including right-of-use assets and lease liabilities [Note 11. Mergers and Acquisitions](index=32&type=section&id=Note%2011.%20Mergers%20and%20Acquisitions) Details significant business combinations and acquisitions undertaken by the company [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=33&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the financial condition and operating results, including the impact of the Fauquier merger, COVID-19, critical accounting policies, and analysis of key financial components - The merger with Fauquier Bankshares, Inc. was completed on April 1, 2021, with Fauquier shareholders receiving **0.675 shares** of the Company's common stock per share, and Fauquier had **$911.3 million** in total assets, **$616.4 million** in net loans, and **$817.5 million** in total deposits at March 31, 2021, not included in the Q1 2021 report[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - The Company downgraded economic qualitative factors in its ALLL model in Q1 and Q2 2020 due to COVID-19, with no further downgrades in subsequent quarters, and loan deferments totaling **$59.0 million** were approved, with **97.4%** (**$57.5 million**) having returned to normal payment schedules by March 31, 2021[135](index=135&type=chunk)[137](index=137&type=chunk) - The Company closed **924 PPP loans** totaling **$123.1 million**, with **43%** (**$53.0 million**) forgiven by March 31, 2021, leaving **$70.2 million** outstanding[138](index=138&type=chunk) - Total assets increased by **$70.0 million** (**8.2%**) to **$918.4 million** at March 31, 2021, from **$848.4 million** at December 31, 2020[148](index=148&type=chunk) - Total loans increased by **$11.7 million** (**1.9%**) to **$621.1 million** at March 31, 2021, from **$609.4 million** at December 31, 2020, primarily driven by PPP loan originations[157](index=157&type=chunk) - The Allowance for Loan Losses (ALLL) as a percentage of loans was **0.90%** at March 31, 2021 and December 31, 2020, and **1.02%** at March 31, 2021, excluding PPP loans[166](index=166&type=chunk) - Total deposits increased by **$73.4 million** to **$804.2 million** at March 31, 2021, from **$730.8 million** at December 31, 2020, mainly due to increased PPP customer accounts[175](index=175&type=chunk) - Net income increased by **$101 thousand** (**7.2%**) to **$1.5 million** for Q1 2021, compared to **$1.4 million** for Q1 2020, with diluted EPS at **$0.55** for Q1 2021 versus **$0.52** for Q1 2020[190](index=190&type=chunk) - Net interest income (FTE) increased by **$626 thousand** (**11.6%**) to **$6.0 million** for Q1 2021, driven by lower cost of funds and increased loan/securities volume, despite lower yields[191](index=191&type=chunk)[192](index=192&type=chunk) - Net interest margin (FTE) decreased by **37 basis points** to **2.83%** for Q1 2021, from **3.20%** for Q1 2020[193](index=193&type=chunk) - Noninterest income decreased by **$630 thousand** (**37.7%**) to **$1.0 million** for Q1 2021, primarily due to a **$494 thousand** decline in loan swap fee income and no gains on sales of securities or fees on mortgage sales[204](index=204&type=chunk) - Noninterest expense increased by **$238 thousand** (**5.2%**) to **$4.8 million** for Q1 2021, mainly due to **$278 thousand** in merger-related expenses and **$63 thousand** in FDIC deposit insurance assessment[206](index=206&type=chunk) - The efficiency ratio (FTE) increased to **67.7%** for Q1 2021, from **64.3%** for Q1 2020, primarily due to the decrease in noninterest income[207](index=207&type=chunk) - As of March 31, 2021, the Company's Tier 1, common equity Tier 1, total capital to risk-weighted assets, and leverage ratios were **14.49%**, **14.49%**, **15.49%**, and **9.02%**, respectively, all exceeding minimum regulatory requirements[185](index=185&type=chunk) [FORWARD-LOOKING STATEMENTS AND FACTORS THAT COULD AFFECT FUTURE RESULTS](index=33&type=section&id=FORWARD-LOOKING%20STATEMENTS%20AND%20FACTORS%20THAT%20COULD%20AFFECT%20FUTURE%20RESULTS) Discusses potential future events and uncertainties that could impact the company's financial performance [MERGER WITH FAUQUIER BANKSHARES, INC., AND THE FAUQUIER BANK](index=33&type=section&id=MERGER%20WITH%20FAUQUIER%20BANKSHARES%2C%20INC.%2C%20AND%20THE%20FAUQUIER%20BANK) Provides details regarding the recently completed merger transaction and its implications [IMPACT OF COVID-19](index=34&type=section&id=IMPACT%20OF%20COVID-19) Analyzes the effects of the COVID-19 pandemic on the company's operations and financial performance [APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=35&type=section&id=APPLICATION%20OF%20CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) Explains the significant accounting policies and estimates that require management's judgment [FINANCIAL CONDITION](index=36&type=section&id=FINANCIAL%20CONDITION) Reviews the company's balance sheet components, including assets, liabilities, and equity [Total assets](index=36&type=section&id=Total%20assets) Discusses the overall value of the company's assets and changes over time [Federal funds sold](index=36&type=section&id=Federal%20funds%20sold) Details the company's short-term lending of excess reserves to other financial institutions [Securities](index=36&type=section&id=Securities) Analyzes the company's investment portfolio, including types and performance of securities [Loan portfolio](index=36&type=section&id=Loan%20portfolio) Provides an overview of the composition and trends within the company's loan portfolio [Loan quality](index=38&type=section&id=Loan%20quality) Assesses the credit risk and performance of the loan portfolio, including non-performing assets [Allowance for loan losses](index=38&type=section&id=Allowance%20for%20loan%20losses) Discusses the adequacy and changes in the reserve set aside for potential loan defaults [Premises and equipment](index=39&type=section&id=Premises%20and%20equipment) Details the company's investment in property, plant, and equipment [Leases](index=40&type=section&id=Leases) Explains the company's lease obligations and related accounting treatment [Deposits](index=40&type=section&id=Deposits) Analyzes the sources and trends of customer deposits, a primary funding source [Borrowings](index=41&type=section&id=Borrowings) Discusses the company's various debt instruments and funding strategies [Shareholders' equity and regulatory capital ratios](index=41&type=section&id=Shareholders%27%20equity%20and%20regulatory%20capital%20ratios) Reviews the company's equity structure and compliance with capital adequacy requirements [RESULTS OF OPERATIONS](index=42&type=section&id=RESULTS%20OF%20OPERATIONS) Analyzes the company's financial performance, including revenue, expenses, and profitability [Non-GAAP presentations](index=42&type=section&id=Non-GAAP%20presentations) Explains the use and reconciliation of financial measures not prepared in accordance with GAAP [Net income](index=43&type=section&id=Net%20income) Discusses the company's overall profitability and factors influencing net income [Net interest income](index=43&type=section&id=Net%20interest%20income) Analyzes the difference between interest earned on assets and interest paid on liabilities [Provision for loan losses](index=46&type=section&id=Provision%20for%20loan%20losses) Details the expense recognized for potential future loan defaults [Noninterest income](index=46&type=section&id=Noninterest%20income) Reviews income generated from sources other than interest, such as fees and service charges [Noninterest expense](index=47&type=section&id=Noninterest%20expense) Discusses operating expenses not directly related to interest-bearing activities [Provision for Income Taxes](index=47&type=section&id=Provision%20for%20Income%20Taxes) Details the expense related to federal and state income taxes [OTHER SIGNIFICANT EVENTS](index=47&type=section&id=OTHER%20SIGNIFICANT%20EVENTS) Reports on any other material events or transactions impacting the company's financial position or operations [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=47&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section states that no quantitative and qualitative disclosures about market risk are required for this interim report - No disclosures about market risk are required for this interim period[209](index=209&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=48&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control over financial reporting - The Company's CEO and CFO concluded that disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2021[212](index=212&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2021[212](index=212&type=chunk) [PART II. OTHER INFORMATION](index=48&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=48&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section states that there are no legal proceedings to report - No legal proceedings are reported[213](index=213&type=chunk) [ITEM 1A. RISK FACTORS](index=48&type=section&id=ITEM%201A.%20RISK%20FACTORS) Reports no material changes to risk factors from the prior Form 10-K, while acknowledging potential for new or immaterial risks - No material changes from the risk factors described in the 2020 Form 10-K[213](index=213&type=chunk) - Acknowledges potential for additional unknown or currently immaterial risks that could adversely affect the business, financial condition, and/or operating results[213](index=213&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=48&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section states that there were no unregistered sales of equity securities or use of proceeds to report - No unregistered sales of equity securities or use of proceeds[214](index=214&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=48&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section states that there were no defaults upon senior securities to report - No defaults upon senior securities[214](index=214&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=48&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[214](index=214&type=chunk) [ITEM 5. OTHER INFORMATION](index=48&type=section&id=ITEM%205.%20OTHER%20INFORMATION) Reports no required 8-K disclosures or changes in director nomination procedures by security holders - No required 8-K disclosures[214](index=214&type=chunk) - No changes in procedures for director nominations by security holders[214](index=214&type=chunk) [ITEM 6. EXHIBITS](index=49&type=section&id=ITEM%206.%20EXHIBITS) Lists exhibits filed with the Form 10-Q, including officer certifications and iXBRL formatted financial statements - Exhibits include 302 Certifications (31.1, 31.2), 906 Certification (32.1), and iXBRL formatted financial statements (101, 104)[217](index=217&type=chunk) [SIGNATURES](index=50&type=section&id=SIGNATURES) Contains the certifications and signatures of the company's President, CEO, Executive Vice President, and CFO [Signatures](index=50&type=section&id=SIGNATURES_DETAIL) Presents the official signatures of the President, CEO, Executive Vice President, and CFO, certifying the report - The report was signed by Glenn W. Rust (President and Chief Executive Officer) and Tara Y. Harrison (Executive Vice President and Chief Financial Officer) on May 10, 2021[219](index=219&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-55117 VIRGINIA NATIONAL BANKSHARES CORPORATION (Exact name of Registrant as specified in its Charter) Virginia 46-2331578 (State or o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 000-55117 VIRGINIA NATIONAL BANKSHARES CORPORATION (Exact Name of Registrant as Specified in its Charter) ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This part presents the company's financial statements, management's analysis, and market risk disclosures [Item 1. Financial Statements](index=3&type=section&id=Item%201%20Financial%20Statements) Presents the unaudited consolidated balance sheets, income statements, and cash flow statements as of June 30, 2020 Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2020 (Unaudited) | December 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $34,887 | $19,085 | | Loans, net | $627,477 | $535,324 | | Total assets | $799,584 | $702,627 | | **Liabilities & Equity** | | | | Total deposits | $714,201 | $621,211 | | Total liabilities | $720,492 | $626,520 | | Total shareholders' equity | $79,092 | $76,107 | | Total liabilities and shareholders' equity | $799,584 | $702,627 | Income Statement Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Net interest income | $5,755 | $5,461 | $11,130 | $11,029 | | Provision for loan losses | $378 | $(64) | $1,143 | $620 | | Noninterest income | $1,626 | $1,700 | $3,295 | $2,759 | | Noninterest expense | $4,404 | $4,685 | $8,947 | $9,096 | | Net income | $2,088 | $2,115 | $3,492 | $3,361 | | Net income per share, diluted | $0.77 | $0.79 | $1.29 | $1.25 | Comprehensive Income (in thousands) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | Net income | $2,088 | $2,115 | $3,492 | $3,361 | | Total other comprehensive income | $1,454 | $486 | $1,006 | $1,240 | | Total comprehensive income | $3,542 | $2,601 | $4,498 | $4,601 | - **Shareholders' equity grew to $79.1 million** at June 30, 2020, up from $76.1 million at December 31, 2019[14](index=14&type=chunk) - Key changes in the first six months of 2020 included **$3.5 million in net income**, $1.0 million in other comprehensive income, and $1.6 million in cash dividends declared[14](index=14&type=chunk) Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $4,932 | $4,544 | | Net cash provided by (used in) investing activities | $(80,502) | $21,818 | | Net cash provided by (used in) financing activities | $91,372 | $(20,442) | | **Net increase in cash and cash equivalents** | **$15,802** | **$5,920** | - The company adopted interagency guidance allowing short-term loan modifications for COVID-19 affected borrowers not to be classified as **Troubled Debt Restructurings (TDRs)**[24](index=24&type=chunk) - The company is a smaller reporting company and has **deferred the adoption of ASU 2016-13 (CECL)** until fiscal years beginning after December 15, 2022[26](index=26&type=chunk) - The company has four reportable segments: **Bank, Sturman Wealth Advisors, VNB Trust & Estate Services, and Masonry Capital**[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Analyzes financial condition and operational results, focusing on COVID-19 impacts, loan growth, and capital adequacy - The company originated **574 PPP loans totaling $86.9 million** in funding during the second quarter of 2020[133](index=133&type=chunk) - A total of **$56.8 million in loan deferments** were approved for customers affected by the pandemic[46](index=46&type=chunk)[132](index=132&type=chunk) - Economic qualitative factors in the Allowance for Loan Losses (ALLL) model were **downgraded due to COVID-19**, increasing the provision for loan losses[129](index=129&type=chunk) Loan Exposure to Higher-Risk Industries (as of June 30, 2020) | Industry | Exposure (millions) | % of Loans | | :--- | :--- | :--- | | Retail trade | $18.1 | 3.3% | | Hotels and motels | $14.3 | 2.6% | | Wholesale trade | $11.1 | 2.0% | | Arts, entertainment and recreation | $6.6 | 1.2% | | Caterers | $6.3 | 1.2% | | Full-service restaurants | $6.0 | 1.1% | - There have been **no significant changes** in the Company's application of critical accounting policies since December 31, 2019[142](index=142&type=chunk) - **Total assets increased by $97.0 million** since year-end 2019, reaching $799.6 million, primarily due to an $86.9 million origination of PPP loans[143](index=143&type=chunk) - **Total deposits grew by $93.0 million** to $714.2 million, with low-cost and no-cost deposits comprising 86.5% of total deposits[171](index=171&type=chunk)[172](index=172&type=chunk) - The allowance for loan losses as a percentage of total loans was 0.78%; **excluding PPP loans, the ratio was 0.90%**[161](index=161&type=chunk)[206](index=206&type=chunk) - The Company's capital ratios, including a **Tier 1 capital ratio of 14.63%** and a **total capital ratio of 15.56%**, remain well above 'well capitalized' levels[180](index=180&type=chunk) Net Income Performance (Six Months Ended June 30) | Metric | 2020 (in thousands) | 2019 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Net Income | $3,492 | $3,361 | +3.9% | | Diluted EPS | $1.29 | $1.25 | +3.2% | - **Net interest margin (FTE)** for the six months ended June 30, 2020, was **3.16%**, a decrease of 56 basis points from 3.72% in the same period of 2019[189](index=189&type=chunk) - **Provision for loan losses** for the first six months of 2020 was **$1.1 million**, a significant increase from $620 thousand in the prior year period, primarily due to the economic impact of COVID-19[205](index=205&type=chunk) - **Noninterest income** for the first six months of 2020 **increased by 19.4% to $3.3 million**, driven by a $579 thousand increase in gains on sales of securities and a $587 thousand increase in loan swap fee income[210](index=210&type=chunk) - **Noninterest expense** for the first six months of 2020 **decreased by 1.6% to $8.9 million**, mainly because a $300 thousand settlement of claims expense from 2019 did not recur[212](index=212&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required for the current reporting period - Quantitative and Qualitative Disclosures About Market Risk are **not required** for this filing[215](index=215&type=chunk) [Item 4. Controls and Procedures](index=52&type=section&id=Item%204%20Controls%20and%20Procedures) Management confirms the effectiveness of disclosure controls and procedures with no material changes in internal controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective at the reasonable assurance level** as of the end of the period[218](index=218&type=chunk) - **No changes occurred in the internal control over financial reporting** during the quarter ended June 30, 2020, that materially affected, or are reasonably likely to materially affect, these controls[218](index=218&type=chunk) [Part II. Other Information](index=52&type=section&id=Part%20II.%20Other%20Information) Details legal proceedings, risk factors, equity sales, and other required disclosures for the period [Item 1. Legal Proceedings](index=52&type=section&id=Item%201%20Legal%20Proceedings) The company reports no material legal proceedings during the reporting period - **None**[219](index=219&type=chunk) [Item 1A. Risk Factors](index=52&type=section&id=Item%201A%20Risk%20Factors) Disclosure of risk factors is not required for this quarterly report - **Not required**[219](index=219&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or related use of proceeds - **None**[220](index=220&type=chunk) [Item 3. Defaults Upon Senior Securities](index=52&type=section&id=Item%203%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities during the period - **None**[220](index=220&type=chunk) [Item 4. Mine Safety Disclosures](index=52&type=section&id=Item%204%20Mine%20Safety%20Disclosures) This disclosure item is not applicable to the company's operations - **Not applicable**[220](index=220&type=chunk) [Item 5. Other Information](index=52&type=section&id=Item%205%20Other%20Information) The company reports no other information required for disclosure under this item - **None**[220](index=220&type=chunk) [Item 6. Exhibits](index=53&type=section&id=Item%206%20Exhibits) Lists all exhibits filed with the Form 10-Q, including certifications and iXBRL data - Exhibits filed include **CEO and CFO certifications** under Sarbanes-Oxley Sections 302 and 906[221](index=221&type=chunk) - Financial statements and notes are provided in **Inline eXtensible Business Reporting Language (iXBRL)** format[221](index=221&type=chunk) [Signatures](index=54&type=section&id=Signatures) The report is duly signed and authorized by the CEO and CFO on August 10, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 000-55117 VIRGINIA NATIONAL BANKSHARES CORPORATION (Exact Name of Registrant as Specified in its Charter) Vir ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) Virginia National Bankshares Corporation is a bank holding company providing comprehensive banking services primarily in Virginia communities - The Company is a bank holding company incorporated in Virginia, with its main operating subsidiary being Virginia National Bank, a national banking association established in 1998[10](index=10&type=chunk)[12](index=12&type=chunk) - The Bank offers a comprehensive suite of financial services, including various deposit accounts, commercial and consumer loans, and wealth management services[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - The Company operates in a highly competitive financial services market, facing competition from other commercial banks, credit unions, and non-banking enterprises[22](index=22&type=chunk)[23](index=23&type=chunk)[25](index=25&type=chunk) - As of December 31, 2019, the Company had **97 full-time equivalent employees**[82](index=82&type=chunk) [Supervision and Regulation](index=6&type=section&id=Supervision%20and%20Regulation) The Company and its subsidiary bank are extensively regulated by federal and state authorities and exceeded all minimum capital requirements as of year-end 2019 - The Company is regulated as a bank holding company by the Federal Reserve and the Virginia State Corporation Commission (SCC), while the Bank is supervised by the Office of the Comptroller of the Currency (OCC)[27](index=27&type=chunk)[39](index=39&type=chunk) - The Bank is subject to the Community Reinvestment Act (CRA) and received a **"satisfactory" rating** in its most recent examination[59](index=59&type=chunk) - The Bank is subject to numerous consumer protection laws, with oversight from the OCC and rules enacted by the Consumer Financial Protection Bureau (CFPB)[67](index=67&type=chunk) Capital Ratios as of December 31, 2019 | Ratio | Company | Bank | Minimum Requirement (with buffer) | | :--- | :--- | :--- | :--- | | Common Equity Tier 1 | 14.28% | 14.18% | 7.0% | | Tier 1 Capital | 14.28% | 14.18% | 8.5% | | Total Capital | 15.08% | 14.98% | 10.5% | | Leverage Ratio | 10.81% | 10.73% | 4.0% | [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) This section is not required for the registrant - Not required[84](index=84&type=chunk) [Unresolved Staff Comments](index=15&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[84](index=84&type=chunk) [Properties](index=15&type=section&id=Item%202.%20Properties) The Company operates five full-service banking facilities in Charlottesville, Winchester, and Albemarle County through a mix of owned and leased properties - The Company occupies five full-service banking facilities in Charlottesville, Winchester, and Albemarle County[84](index=84&type=chunk) - The main office, operations center, and headquarters for its wealth management divisions are located at 404 People Place, Charlottesville, Virginia[84](index=84&type=chunk) - The main office building was constructed by the Bank on a pad site leased from an entity managed by a director of the Company[85](index=85&type=chunk) [Legal Proceedings](index=16&type=section&id=Item%203.%20Legal%20Proceedings) The Company is involved in ordinary course legal proceedings that are not expected to have a material adverse effect on its financial condition - In the ordinary course of operations, the Company and its subsidiaries are parties to various legal proceedings which management believes will not have a material adverse effect[89](index=89&type=chunk) [Mine Safety Disclosures](index=16&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the registrant - Not applicable[90](index=90&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=17&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The Company's common stock trades on the OTCQX, with details on share count, dividends, and historical pricing provided - The Company's common stock is quoted on the OTCQX under the symbol VABK, with **2,692,005 shares outstanding** as of December 31, 2019[92](index=92&type=chunk) - The Company's Board of Directors declared **5% stock dividends** in both 2019 (paid July 5) and 2018 (paid April 13)[95](index=95&type=chunk) Quarterly Stock Performance and Dividends (2019 vs. 2018) | Quarter | 2019 High Bid | 2019 Low Bid | 2019 Dividend | 2018 High Bid | 2018 Low Bid | 2018 Dividend | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | First | $37.38 | $32.81 | $0.30 | $42.00 | $39.00 | $0.19 | | Second | $37.21 | $35.90 | $0.30 | $48.00 | $41.15 | $0.30 | | Third | $37.06 | $35.77 | $0.30 | $49.00 | $45.30 | $0.30 | | Fourth | $37.69 | $37.07 | $0.30 | $46.05 | $34.50 | $0.30 | | **Total** | | | **$1.20** | | | **$1.09** | [Selected Financial Data](index=18&type=section&id=Item%206.%20Selected%20Financial%20Data) This section is not required for the registrant - Not required[99](index=99&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The analysis reveals a decrease in 2019 net income due to higher expenses and lower net interest income, despite growth in assets and deposits [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Net income decreased by 21.0% in 2019 to $6.7 million, driven primarily by increased noninterest expense and reduced net interest income - The **$1.8 million decrease in net income** from 2018 to 2019 was primarily driven by a $1.9 million increase in noninterest expense and a $972,000 decrease in net interest income[112](index=112&type=chunk) Key Performance Ratios (2019 vs. 2018) | Ratio | 2019 | 2018 | | :--- | :--- | :--- | | Return on average assets | 1.02% | 1.33% | | Return on average equity | 8.99% | 12.39% | | Efficiency ratio (FTE) | 64.90% | 56.16% | [Balance Sheet Analysis](index=30&type=section&id=BALANCE%20SHEET%20ANALYSIS) Total assets grew to $702.6 million, supported by an 8.5% increase in deposits, while the loan portfolio saw slight growth - The loan portfolio totaled **$539.5 million** at year-end 2019, a slight increase of $2.3 million from 2018, with growth in real estate mortgage loans[156](index=156&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - The allowance for loan losses as a percentage of total loans was **0.78%** at December 31, 2019, compared to 0.91% at December 31, 2018[133](index=133&type=chunk) - Total deposits grew by **$48.7 million (8.5%)** to $621.2 million in 2019, primarily due to growth in interest-bearing transaction and money market accounts[189](index=189&type=chunk)[190](index=190&type=chunk) Balance Sheet Highlights (December 31) | (in millions) | 2019 | 2018 | | :--- | :--- | :--- | | Total Assets | $702.6 | $644.8 | | Total Securities | $115.7 | $63.1 | | Net Loans | $535.3 | $532.3 | | Total Deposits | $621.2 | $572.5 | | Total Shareholders' Equity | $76.1 | $70.7 | [Asset/Liability Management](index=39&type=section&id=ASSET%2FLIABILITY%20MANAGEMENT) The Company manages interest rate risk through an asset-sensitive balance sheet and maintains strong liquidity and capital positions - The Company's balance sheet is **asset-sensitive**, with income simulation modeling showing that a 100 basis point rate increase would increase net interest income by 2.64%[205](index=205&type=chunk)[211](index=211&type=chunk) - Primary liquidity is sourced from customer deposits, with secondary sources including **$89.1 million** in available borrowing lines from correspondent banks and the FHLB[215](index=215&type=chunk)[217](index=217&type=chunk) - The Company and Bank remain **well-capitalized** under Basel III rules, with capital ratios significantly exceeding minimum requirements[223](index=223&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for a smaller reporting company - Not required for smaller reporting company[228](index=228&type=chunk) [Financial Statements and Supplementary Data](index=44&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the Company's audited consolidated financial statements and supplementary data for the years ended December 31, 2019 and 2018 - The independent registered public accounting firm, Yount, Hyde & Barbour, P.C., issued an **unqualified opinion** on the consolidated financial statements and internal controls[230](index=230&type=chunk)[231](index=231&type=chunk) Consolidated Financial Highlights (in thousands) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | **Balance Sheet** | | | | Total Assets | $702,627 | $644,800 | | Net Loans | $535,324 | $532,299 | | Total Deposits | $621,211 | $572,533 | | Total Shareholders' Equity | $76,107 | $70,742 | | **Income Statement** | | | | Net Interest Income | $21,924 | $22,896 | | Provision for Loan Losses | $1,375 | $1,873 | | Noninterest Income | $5,551 | $5,530 | | Noninterest Expense | $17,884 | $16,014 | | Net Income | $6,689 | $8,470 | [Note 4 – Allowance for Loan Losses](index=66&type=section&id=Note%204%20%E2%80%93%20Allowance%20for%20Loan%20Losses) The allowance for loan losses decreased to $4.2 million in 2019, driven by net charge-offs of $2.1 million that exceeded the provision of $1.4 million - The Company uses a loss migration model for most loan classes, supplemented by eight qualitative factors, to determine the allowance for loan losses[358](index=358&type=chunk)[378](index=378&type=chunk) Allowance for Loan Losses Activity (in thousands) | | 2019 | 2018 | | :--- | :--- | :--- | | Beginning Balance | $4,891 | $4,043 | | Charge-offs | (2,259) | (1,097) | | Recoveries | 202 | 72 | | **Net Charge-offs** | **(2,057)** | **(1,025)** | | Provision for loan losses | 1,375 | 1,873 | | **Ending Balance** | **$4,209** | **$4,891** | [Note 13 – Capital Requirements](index=77&type=section&id=Note%2013%20%E2%80%93%20Capital%20Requirements) The Bank exceeded all Basel III minimum capital requirements as of December 31, 2019, and was categorized as "well capitalized" - The Bank has decided not to opt into the optional community bank leverage ratio (CBLR) framework and will continue to calculate its regulatory capital under the Basel III framework[427](index=427&type=chunk) Bank Capital Ratios (December 31, 2019) | Ratio | Actual Ratio | Minimum to be Well Capitalized | | :--- | :--- | :--- | | Total Capital (to RWA) | 14.98% | 10.00% | | Common Equity Tier 1 (to RWA) | 14.18% | 6.50% | | Tier 1 Capital (to RWA) | 14.18% | 8.00% | | Tier 1 Capital (to Average Assets) | 10.73% | 5.00% | [Note 21 – Segment Reporting](index=87&type=section&id=Note%2021%20%E2%80%93%20Segment%20Reporting) The Company operates four reportable segments, with the Bank segment being the primary contributor to net income in 2019 - Prior to January 1, 2019, the Company had two reportable segments: the Bank, which earned $7.9 million in 2018, and VNB Wealth, which earned $592,000[485](index=485&type=chunk)[486](index=486&type=chunk) Segment Net Income (Loss) for 2019 (in thousands) | Segment | Net Income (Loss) | | :--- | :--- | | Bank | $6,798 | | Sturman Wealth Advisors | $11 | | VNB Trust & Estate Services | $90 | | Masonry Capital | ($210) | | **Consolidated Total** | **$6,689** | [Changes In and Disagreements with Accountants on Accounting and Financial Disclosure](index=91&type=section&id=Item%209.%20Changes%20In%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[494](index=494&type=chunk) [Controls and Procedures](index=91&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the Company's disclosure controls, procedures, and internal control over financial reporting were effective as of year-end 2019 - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were **effective** as of the end of the period[496](index=496&type=chunk) - Management's assessment concluded that the Company's internal control over financial reporting was **effective** as of December 31, 2019, based on the COSO framework[498](index=498&type=chunk) - There were **no changes** in internal control over financial reporting during the year that materially affected, or are reasonably likely to materially affect, these controls[500](index=500&type=chunk) [Other Information](index=93&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[508](index=508&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Compensation, and Principal Accounting Fees](index=94&type=section&id=Items%2010-14) Required information for Items 10 through 14 is incorporated by reference from the Company's 2020 Definitive Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is **incorporated by reference** from the Company's 2020 Definitive Proxy Statement[510](index=510&type=chunk)[511](index=511&type=chunk)[512](index=512&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=95&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Form 10-K report - The consolidated financial statements are located in Part II, Item 8 of this report[517](index=517&type=chunk) - An index of exhibits is provided, including Articles of Incorporation, Bylaws, Stock Incentive Plans, and required SEC certifications[519](index=519&type=chunk) [Form 10-K Summary](index=97&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is not applicable to the registrant - Not applicable[521](index=521&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 000-55117 VIRGINIA NATIONAL BANKSHARES CORPORATION (Exact Name of Registrant as Specified in its Charter) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ___________ (Mark One) Commission File Number: 000-55117 VIRGINIA NATIONAL BANKSHARES CORPORATION (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 404 People Place, Charlottesville, Virginia (Address of principal executive offices) (434) 817-8621 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) h ...