FBSS Fauquier Bankshares Inc

On April 1, 2021, Fauquier Bankshares, Inc. (“Fauquier”) completed its previously announced merger with Virginia National Bankshares Corporation (“Virginia National”). The merger of Fauquier with and into Virginia National, with Virginia National continuing as the surviving corporation (the “Merger”), was effected pursuant to an Agreement and Plan of Reorganization, dated as of September 30, 2020, between Virginia National and Fauquier, and a related Plan of Merger (together, the “Merger Agreement”). At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $3.13 per share, of Fauquier (“Fauquier common stock”), that was outstanding immediately prior to the Effective Time, other than certain excluded shares owned by Virginia National or Fauquier, was converted into the right to receive 0.675 shares (the “Exchange Ratio”) of common stock, par value $2.50 per share, of Virginia National (“Virginia National common stock”), with cash to be paid in lieu of fractional shares of Virginia National common stock (the “Merger Consideration”).

Except as provided in the next sentence, at the Effective Time, each outstanding restricted stock award granted by Fauquier vested fully and was converted into the right to receive the Merger Consideration in respect of each share of Fauquier common stock underlying such award. Each Fauquier restricted stock award issued after the date of the Merger Agreement to a director of Fauquier who joined the board of directors of Virginia National at the Effective Time was converted into a fully vested Virginia National restricted stock award based on the Exchange Ratio, and any transferability restrictions on such Fauquier restricted stock award prior to the Effective Time continue to apply after the Effective Time.

Each share of Virginia National common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger.

Shortly after the Effective Time, The Fauquier Bank, Fauquier’s wholly-owned bank subsidiary, was merged with and into Virginia National Bank, Virginia National’s wholly-owned bank subsidiary, with Virginia National Bank surviving.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated by reference to Exhibit 2.1 to this Current Report on Form 8-K.