false 0000796534 0000796534 2024-06-01 2024-06-01
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 1, 2024
 
NATIONAL BANKSHARES, INC.
(Exact name of Registrant as specified in its charter)
 
 
Virginia
0-15204
54-1375874
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
101 Hubbard Street
Blacksburg, Virginia 24060
(Address of principal executive offices) (Zip Code)
 
(540) 951-6300
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report) Not applicable
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
NKSH
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 ☐
 
 

 
Item 2.01
Completion of Acquisition or Disposition of Assets.
 
On June 1, 2024, National Bankshares, Inc. (the “Company”) completed its acquisition of Frontier Community Bank (“FCB”) by merger of FCB with and into The National Bank of Blacksburg (the “Bank”), the Company’s wholly-owned bank subsidiary (the “Merger”). The Merger was effected pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of January 23, 2024, by and among the Company, the Bank and FCB (the “Merger Agreement”).
 
Pursuant to the Merger Agreement, former holders of shares of FCB common stock had the right to elect to receive either $14.48 in cash or 0.4250 shares of the Company’s common stock for each share of FCB common stock held. Shareholder elections are subject to adjustment so that approximately 90% of the shares of FCB common stock are exchanged for the Company’s common stock and approximately 10% of the shares of FCB common stock are exchanged for cash. Each share of common stock of the Company outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger.
 
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to this Current Report on Form 8-K.
 
Item 8.01
Other Events.
 
On June 3, 2024, the Company issued a press release announcing the consummation of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 8.01.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)         Exhibits.
 
 
Exhibit No.
 
Description
 
2.1
 
       
 
99.1
 
       
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
2

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
  NATIONAL BANKSHARES, INC.
   
   
Date: June 3, 2024
By:
/s/ F. Brad Denardo
   
F. Brad Denardo
   
President and Chief Executive Officer
 
3

Exhibit 99.1

 

 

pic1.jpg

 

 

FOR IMMEDIATE RELEASE

 

CONTACTS: F. Brad Denardo, Chairman, President & CEO Lora M. Jones, Treasurer & CFO
  (540) 951-6213 bdenardo@nbbank.com (540) 951-6238 ljones@nbbank.com

 

National Bankshares, Inc. Completes Acquisition of Frontier Community Bank

 

BLACKSBURG, VA, June 3, 2024 – National Bankshares, Inc. (Nasdaq: NKSH - “National Bankshares” or the “Company”), the holding company for The National Bank of Blacksburg (“National Bank”), completed its acquisition of Frontier Community Bank (“Frontier”) effective June 1, 2024. Following the transaction, valued at approximately $16.07 million, National Bankshares now operates 27 full-service offices along with two loan production offices, and has approximately $1.8 billion in total assets.

 

Under the previously announced terms of the merger, each share of Frontier common stock was converted into $14.48 in cash or 0.4250 shares of National Bankshares common stock, with Frontier shareholders having the ability to elect the merger consideration to be received, subject to the allocation and proration procedures set forth in the merger agreement.

 

Frontier was merged with and into National Bank on June 1, 2024. The three former Frontier branches located in Waynesboro, Staunton, and Lynchburg, Virginia opened under the National Bank name on Monday, June 3, 2024.

 

Commenting on the completed merger, F. Brad Denardo, President and Chief Executive Officer of National Bankshares, said, “We are excited to welcome Frontier’s customers, employees, and shareholders to the National Bankshares family. Frontier’s customers have come to expect outstanding personalized service and local decision-making from bankers who care about their communities. That is exactly what we will continue to deliver as a combined organization, with the benefits of expanded service offerings, a larger branch footprint, and the opportunity to enhance shareholder return.”

 

Alan Sweet, former President and Chief Executive Officer of Frontier, will serve on the boards of directors of National Bankshares and National Bank. He added, “National Bankshares and Frontier were very aligned in terms of culture and values, making this merger a natural fit. National Bankshares is well-positioned to continue Frontier’s tradition of personalized customer service, and this merger will only serve to further benefit our customers, our bankers, and our shareholders.”

 

 

About National Bankshares

 

National Bankshares, Inc., headquartered in Blacksburg, Virginia, is the parent company of The National Bank of Blacksburg, which does business as National Bank, and of National Bankshares Financial Services, Inc. National Bank is a community bank operating from 27 full-service offices in southwest and central Virginia, and two loan production offices in Roanoke and Charlottesville, Virginia. National Bankshares Financial Services, Inc. is an investment and insurance subsidiary in the same trade area. The Company’s stock is traded on the Nasdaq Capital Market under the symbol “NKSH.”

 

 

 

101 Hubbard Street / Blacksburg, Virginia 24060

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

540 951-6300 / 800 552-4123

www.nationalbankshares.com

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by use of words such as may, will, anticipates, believes, expects, plans, estimates, potential, continue, should, and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Companys market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of the Companys existing knowledge of its business and operations, there can be no assurance that actual future results, performance, achievements, or trends will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the following: the businesses of the Company and Frontier may not be combined successfully; the expected growth opportunities or cost savings from the merger with Frontier may not be fully realized or may take longer to realize than expected; deposit attrition, operating costs, customer losses and business disruption following the merger with Frontier, including adverse effects on relationships with employees and customers, may be greater than expected; the level of inflation; interest rates; national 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, the Board of Governors of the Federal Reserve System, the Consumer Financial Protection Bureau and the Federal Deposit Insurance Corporation, and the impact of any policies or programs implemented pursuant to financial reform legislation; unanticipated increases in the level of unemployment in the Companys market; the quality or composition of the loan and/or investment portfolios; the sufficiency of the Companys allowance for credit losses; demand for loan products; deposit flows, including impact on liquidity; competition; demand for financial services in the Companys market; the real estate market conditions in the Companys market; laws, regulations and policies impacting financial institutions; adverse developments in the financial industry generally, such as the recent bank failures, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer behavior; technological risks and developments, and cyber-threats, attacks or events; the Companys technology initiatives; geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts; the occurrence of significant natural disasters, including severe weather conditions, floods, 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 Companys counterparties or vendors; applicable accounting principles, policies and guidelines; the impact of public health events, including the adverse impact on our business and operations and on our customers; and other factors described from time to time in the Companys reports (such as our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

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v3.24.1.1.u2
Document And Entity Information
Jun. 01, 2024
Document Information [Line Items]  
Entity, Registrant Name NATIONAL BANKSHARES, INC.
Document, Type 8-K
Document, Period End Date Jun. 01, 2024
Entity, Incorporation, State or Country Code VA
Entity, File Number 0-15204
Entity, Tax Identification Number 54-1375874
Entity, Address, Address Line One 101 Hubbard Street
Entity, Address, City or Town Blacksburg
Entity, Address, State or Province VA
Entity, Address, Postal Zip Code 24060
City Area Code 540
Local Phone Number 951-6300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol NKSH
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000796534

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