Management Change/Compensation (Form 8-K)

of Certain Officers; Compensatory Arrangements of Certain Officers

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S. Dustin Crone to Retire

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On June 16, 2026, S. Dustin Crone, President and Chief Executive Officer of C&F Finance Company (C&F Finance) informed the Boards of Directors of C&F Finance and its parent company, C&F Financial Corporation (Corporation), of his intention to retire. To facilitate a smooth transition, Mr. Crone will cease serving as President of C&F Finance effective June 30, 2026, and will continue serving as Chief Executive Officer of C&F Finance until his employment ends on December 31, 2026 (the period June 30, 2026 to December 31, 2026, the Transition Period).

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Shawn Moore, who has been with C&F Finance since 2003 and currently serves as C&F Finance's Executive Vice President and Chief Credit Officer, will assume the role of President of C&F Finance effective June 30, 2026.

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In connection with his planned retirement, Mr. Crone and C&F Finance entered into a transition agreement, effective as of June 30, 2026 (Transition Agreement), to govern his employment during the Transition Period and to replace Mr. Crone's Employment Agreement, dated December 23, 2021, with C&F Finance and the Corporation and Amended and Restated Change in Control Agreement, dated December 23, 2021, with the Corporation and C&F Finance.

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During the Transition Period, Mr. Crone will receive a salary based on an annual base salary of $341,000 (Base Salary), subject to his continued employment and applicable withholdings. Mr. Crone will be eligible, under the Corporation's Management Incentive Plan (MIP), for a cash award for 2026 performance, paid in accordance with cash awards paid under the MIP to eligible employees. Mr. Crone will not be eligible to receive any equity award or other deferred compensation for 2026 performance.

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During the Transition Period, Mr. Crone will remain eligible for standard employee benefits in accordance with the terms of any applicable plan and will retain the use of a company-owned automobile. Provided Mr. Crone remains employed through December 31, 2026, the Corporation intends to vest his unvested company contributions in the Corporation's Non-Qualified Deferred Compensation Plan for Directors and Executives.

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The Transition Agreement also amends Mr. Crone's outstanding restricted stock awards to provide, subject to Mr. Crone's continued employment through December 31, 2026 and subject to his signing and not revoking a release agreement, that such awards will not be forfeited upon his termination of employment and will instead vest on December 31, 2028 if Mr. Crone has fully complied with the terms of the Transition Agreement, including various noncompetition, nonsolicitation and confidentiality covenants that apply during and after the Transition Period.

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In the event of an involuntary termination without Cause of Mr. Crone's employment prior to December 31, 2026, Mr. Crone will receive a lump sum severance benefit equal to the unpaid portion of his Base Salary through December 31, 2026 and $90,000, and will not be entitled to any cash bonus award for 2026 performance. No severance will be paid to Mr. Crone for any other termination of employment prior to December 31, 2026.

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