C & F FINANCIAL CORP

Regulatory Filings • Dec 4, 2024

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) December 4, 2024

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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Virginia	​	000-23423	​	54-1680165
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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3600 La Grange Parkway , Toano , Virginia	​	23168
(Address of principal executive offices)	​	(Zip Code)

Registrant’s telephone number, including area code ( 804 ) 843-2360

(Former name or former address, if changed since last report)

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:

☐ 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:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	CFFI	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 of 1934 (§240.12b-2 of this chapter).

Emer
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 8.01 Other Events.

On December 4, 2024, C&F Financial Corporation (the Corporation) announced that Bryan McKernon, President and Chief Executive Officer of C&F Mortgage Corporation (C&F Mortgage), intends to retire from his current role, effective December 31, 2024. To facilitate a smooth transition, Mr. McKernon will remain with C&F Mortgage in the role of Executive Vice Chairman of the Board of Directors of C&F Mortgage through the end of 2025.

In addition, Mr. McKernon will continue to serve on the Board of Directors of Citizens and Farmers Bank.

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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.

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​	​	​		C&F FINANCIAL CORPORATION
​	​	​	​	(Registrant)
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Date:	December 4, 2024	​	​	By:	/s/ Jason E. Long
​	​	​	​	​	Jason E. Long
​	​	​	​	​	Chief Financial Officer and Secretary

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