Amendments to Bylaws (Form 8-K)

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

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

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

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

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

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

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