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

On January 11, 2023, the Board of Directors (the "Board") of National Bankshares, Inc. (the "Company") approved and adopted amendments to the Company's Amended and Restated Bylaws, effective as of the same date (as amended and restated, the "Bylaws"). The amendments, among other things:



  (i) allow the Board the flexibility to fix the date for the annual meeting of
      shareholders to a date other than the second Tuesday in May (Section 1.1);



  (ii) require any shareholder directly or indirectly soliciting proxies from
       other shareholders to use a proxy card color other than white (Section
       1.9);



  (iii) provide that notice of special meetings of the Board may be made by
        electronic transmission (Section 2.6);



  (iv) repealed outdated governance provisions relating to the Company's operation
       after its acquisition of Bank of Tazewell County, including that the
       affirmative vote of at least two-thirds of the Company's directors is
       required for the Board to recommend to shareholders that the Company merge,
       consolidate, or sell all or substantially all of its assets, where such
       recommendation is required by law (Sections 2.8 and 2.9); and



  (v) provide that notice of meetings of the Board at which amending, altering or
      repealing a bylaw is to be considered may be made by electronic transmission
      (Article VII).

The Bylaws also include certain technical, ministerial and non-substantive amendments.

The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.




Item 8.01      Other Events.

On January 11, 2023, the Company issued a press release announcing that the Board has declared a one-time, special cash dividend of $1.00 per common share, payable on February 3, 2023 to shareholders of record as of the close of business on January 23, 2023.

A copy of the Company's press release dated January 11, 2023 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01      Financial Statements and Exhibits.

(d)          Exhibits.



Exhibit No.       Description of Exhibit

         3.2        Amended and Restated Bylaws of National Bankshares, Inc.

        99.1        National Bankshares, Inc. Press Release, dated January 11,
                  2023.

         104      Cover Page Interactive Data File (embedded within the Inline
                  XBRL document).

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