Form 8-K

8-K — FIRST NATIONAL CORP /VA/

Accession: 0001437749-26-014094

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0000719402

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fxnc20260324_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_936765.htm)

GRAPHIC (logo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: fxnc20260324_8k.htm · Sequence: 1

fxnc20260324_8k.htm

false

0000719402

2026-04-30

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): April 30, 2026

___________

FIRST NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

(State or other jurisdiction of incorporation)

1-38874

(Commission File Number)

54-1232965

(IRS Employer Identification No.)

112 West King Street

Strasburg, Virginia

(Address of principal executive offices)

22657

(Zip Code)

Registrant’s telephone number, including area code: (540) 465-9121

Not Applicable

(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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.25 per share

FXNC

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 2.02

Results of Operations and Financial Condition.

On April 30, 2026, First National Corporation issued a press release reporting its financial results for the period ended March 31, 2026. A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 2.02.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits. The following exhibit is being furnished pursuant to Item 2.02 above.

Exhibit No.

Description

99.1

Press Release dated April 30, 2026

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST NATIONAL CORPORATION

(Registrant)

Date: April 30, 2026

By:

/s/ Brad E. Schwartz

Brad E. Schwartz

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_936765.htm · Sequence: 2

ex_936765.htm

Exhibit 99.1

First National Corporation Reports FIRST Quarter 2026 EARNINGS

STRASBURG, Va., April 30, 2026 --- First National Corporation (the “Company” or “First National”) (NASDAQ: FXNC), the bank holding company of First Bank (the “Bank”), reported consolidated net income of $4.9 million and basic and diluted earnings per common share of $0.54 for the first quarter ended March 31, 2026.

“After a slow start to the first quarter, loan production picked up in March and lifted loan balances for the quarter. Deposit flows were also strong in the quarter with an eight percent annualized growth rate. We were excited to see our recently hired bankers teaming up with our legacy bankers to produce solid success on both sides of the balance sheet. With fewer days, the first quarter is typically the most challenging of the year for profitability, yet we were pleased to exceed our budgeted metrics for earnings, deposits, loans, and asset quality. We expect that the loan production late in the quarter will reap benefits going forward and we will begin the year with good momentum.” said Scott C. Harvard, President and Chief Executive Officer of First National.

FINANCIAL HIGHLIGHTS FOR FIRST QUARTER 2026

●

Diluted earnings per share of $0.54 per share, compared to $0.18 one year prior, and $0.61 in the previous quarter

●

Adjusted diluted earnings per share(1) of $0.54 per share, compared to $0.35 one year prior adjusted for merger expenses

●

Return on average assets of 0.98% compared to 0.32% one year prior, and 1.06% in the previous quarter

●

Return on average equity of 10.51% compared to 3.85% one year prior, and 11.86% in the previous quarter

●

Tax equivalent(1) net interest margin of 3.99%, up from 3.77% one year prior, and 3.95% in the previous quarter

●

Asset quality improved with non-performing assets declining to 0.21% of total assets

●

Net loan growth of $14.7 million for the quarter, a 4.0% annualized growth rate

●

Deposit growth of $37.7 million, an 8.4% annualized growth rate, in lower cost demand deposits and interest-bearing checking, money market, and savings accounts. Time deposits declined slightly during the quarter

●

Noninterest bearing deposits of $524.3 million, or 29% of deposits, contributed to our low funding cost

NET INTEREST INCOME

For the first quarter of 2026, the Company’s net interest margin fully tax equivalent ("FTE")(1) was 3.99%, compared to 3.95% for the fourth quarter of 2025 and 3.77% in the first quarter of 2025. The Company’s net interest margin (FTE)(1) for the first quarter of 2026 includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $211 thousand, a 4-basis point incremental increase to the net interest margin for the first quarter ended March 31, 2026. Prior period acquisition accounting resulted in net accretion income of $201 thousand, or a 5-basis point incremental increase to the net interest margin for the quarter ended December 31, 2025, and net amortization expense of $36 thousand, or a one basis point incremental decrease to the net interest margin for the first quarter ended March 31, 2025.

Earning asset yields for the first quarter of 2026 decreased 4-basis points to 5.20% compared to the fourth quarter of 2025. For the first quarter of 2026, net interest income was $18.8 million, a decrease of $276 thousand from $19.0 million in the fourth quarter of 2025 due to a decrease in average interest-earning assets. Loan growth occurred late in the first quarter of 2026 and was negative in the first two months of the quarter, limiting interest income growth for the quarter.

The quarterly impact of acquisition accretion and amortization is reflected in the following table (dollars in thousands):

For the quarter ended:

Mar 31, 2026

Dec 31, 2025

Mar 31, 2025

Loans

294

283

(194

)

Deposits

(10

)

(10

)

443

Borrowings

(73

)

(72

)

(285

)

211

201

(36

)

ALLOWANCE AND PROVISION FOR CREDIT LOSSES

The Company recorded a $450 thousand provision for credit losses in the first quarter of 2026, compared to $951 thousand for the fourth quarter of 2025. The first quarter provision was comprised of a $521 thousand provision for credit losses on loans, a $56 thousand reduction in provision for credit losses on unfunded commitments, and a $15 thousand reduction in the credit losses on securities. Net charge-offs totaled $542 thousand in the first quarter of 2026, compared to net charge-offs of $651 thousand in the fourth quarter of 2025 and net charge-offs of $2.4 million in the first quarter of 2025.

The allowance for credit losses on loans totaled $14.7 million, or 1.00% of total loans on March 31, 2026, compared to $14.7 million, or 1.02% of total loans on December 31, 2025, and $14.7 million, or 1.02% of total loans on March 31, 2025. The decrease in allowance for credit losses to total loans from the prior period is primarily driven by lower individually analyzed loans balances following charge-offs recorded during the quarter. The allowance for credit losses to non-performing assets coverage increased to 331% on March 31, 2026, compared to 316% on December 31, 2025, and 303% on March 31, 2025.

NONINTEREST INCOME AND EXPENSE

Noninterest income decreased $1.2 million to $3.8 million for the first quarter of 2026 from $5.0 million in the prior quarter. This decrease was primarily due to a one-time recovery, recognized in the prior period, of $895 thousand related to an acquired loan that was charged off prior to the acquisition of Touchstone Bank. The decrease in noninterest income includes additional decreases in income from bank owned life insurance, decreases in ATM and check card income, and decreases in brokered mortgage fees compared to the prior quarter.

Adjusted operating noninterest income(1), which excludes the loan recovery ($895 thousand in the fourth quarter of 2025), decreased $299 thousand to $3.8 million for the first quarter of 2026 from $4.1 million in the prior quarter, due to nominal decreases in income from bank owned life insurance, in ATM and check card income, and in brokered mortgage fees.

Noninterest expense decreased $143 thousand to $16.0 million for the first quarter of 2026 from $16.1 million in the prior quarter. Decreases in other operating expenses, merger expenses, data processing expense, and equipment expense were partially offset by the increase in salaries and employee benefits. Merger expenses in the prior quarter were incurred due to the one-time early lease termination of $127 thousand for the now closed Raleigh loan production office acquired in the Touchstone Bank merger.

Adjusted operating noninterest expense(1), which excludes the Raleigh LPO lease termination in the fourth quarter of 2025 and amortization of intangible assets ($434 thousand in the first quarter of 2026 and $442 thousand in the fourth quarter of 2025), decreased $8 thousand to $15.5 million for the first quarter of 2026 from $15.6 million in the prior quarter, due to decreases in equipment expense, data processing expense, and other operating expense that were offset by increases in salaries and employee benefits.

INCOME TAXES

Income tax expense was $1.2 million for the first quarter of 2026, compared to $1.4 million for the fourth quarter of 2025. The effective tax rate of 19.5% for the first quarter of 2026 decreased from 20.2% in the fourth quarter of 2025. This decreased effective tax rate in the first quarter was driven by the impact of nondeductible merger expenses in the prior quarter.

BALANCE SHEET

On March 31, 2026, total assets were $2.076 billion, an increase of $37.8 million or 1.9% (7.5% annualized) from December 31, 2025, and an increase of $42.5 million or 2.1% (8.5% annualized) from March 31, 2025. Total assets increased from the prior quarter due to loan growth and increased cash and cash equivalents, and the increase from the prior year was driven by loan growth and additional investment in securities available for sale.

On March 31, 2026, loans held for investment ("LHFI") net of allowance totaled $1.450 billion, an increase of $14.7 million or 4.0% annualized from $1.435 billion on December 31, 2025, and an increase of $13.8 million or 4.0% annualized from March 31, 2025. Loans grew in the first quarter of 2026 due to higher new loan production.

On March 31, 2026, total investments were $324.6 million, a decrease of $1.5 million or 0.5% from December 31, 2025, and an increase of $50.9 million or 18.6% from March 31, 2025. Available for sale ("AFS") securities totaled $217.7 million on March 31, 2026, and $217.5 million on December 31, 2025, and $161.0 million on March 31, 2025. The increase compared to the prior year was driven by security purchases exceeding portfolio cashflows and utilization of excess cash from the Touchstone Bank acquisition. Total net unrealized losses on the AFS securities portfolio were $16.2 million on March 31, 2026, compared to $14.8 million on December 31, 2025, and $20.1 million on March 31, 2025. Held to maturity securities are carried at amortized cost and totaled $101.3 million on March 31, 2026, $102.9 million on December 31, 2025, and $108.3 million on March 31, 2025.

On March 31, 2026, total deposits were $1.837 billion, an increase of $37.7 million or 2.1% from the prior quarter, and an increase of $12.3 million or 0.7% from March 31, 2025. Overall, the deposit balances were relatively stable in comparison with the prior quarter and the prior year with increases primarily in savings and interest-bearing demand deposits. There were $25.0 million in other borrowings with the Federal Home Loan Bank on March 31, 2026, and December 31, 2025, compared to no other borrowings on March 31, 2025.

LIQUIDITY

Liquidity sources available to the Bank, including interest-bearing deposits in banks, unpledged securities available for sale, at fair value, and available lines of credit totaled $764.2 million on March 31, 2026, $743.0 million on December 31, 2025, and $800.2 million on March 31, 2025.

The Bank maintains liquidity to fund loan growth and to meet potential demand from deposit customers, including potential volatile deposits. The estimated amount of uninsured customer deposits totaled $558.9 million on March 31, 2026, $538.2 million on December 31, 2025, and $549.3 million on March 31, 2025. Excluding municipal deposits that have collateral pledged, the estimated amount of uninsured customer deposits totaled $461.3 million on March 31, 2026, $448.8 million on December 31, 2025, and $458.7 million on March 31, 2025.

ASSET QUALITY

Overall non-performing assets ("NPAs") improved over the prior period and prior year as previously reserved loans were charged off in the first quarter of 2026. Management classifies NPAs as non-accrual loans and other real estate owned ("OREO"). The Bank had no OREO on March 31, 2026, December 31, 2025, or March 31, 2025. NPAs as a percentage of total loans declined to 0.30% on March 31, 2026, down from 0.32% on December 31, 2025, and down from 0.34% on March 31, 2025. NPAs decreased by $209 thousand to $4.4 million on March 31, 2026, compared to $4.7 million on December 31, 2025, and $4.9 million on March 31, 2025.

There were no loans past due over 90 days or more and still accruing interest on March 31, 2026, December 31, 2025, or March 31, 2025. Loans past-due 30-89 days and still accruing interest increased to $5.0 million, or 0.34% of total loans on March 31, 2026, compared to $3.8 million, or 0.26% of total loans on December 31, 2025, and $5.0 million, or 0.35%, of total loans on March 31, 2025. The health care provider portfolio balance continues to decline with $9.1 million in loan balances and $3.7 million in unamortized premiums. The portfolio has loans totaling $1.8 million currently on non-accrual that are specifically reserved for $1.2 million.

CAPITAL

During the first quarter of 2026, the Company declared and paid cash dividends of $0.17 per common share, compared to $0.17 in the fourth quarter of 2025 and $0.155 in the first quarter of 2025. Tangible book value per share(1) grew to $19.11 at March 31, 2026, from $18.83 per share at December 31, 2025, and $16.81 at March 31, 2025.

The following table provides capital ratios and values for the periods ended:

First National Corporation (2)

Mar 31, 2026

Dec 31, 2025

Mar 31, 2025

Total risk-based capital ratio

14.64

14.53

14.58

Tier 1 risk-based capital ratio

13.06

12.93

12.07

Common equity Tier 1 capital ratio

12.44

12.30

11.44

Leverage ratio

9.65

9.29

8.78

Tangible common equity to tangible assets (1)

8.39

8.41

7.50

Tangible book value per share (1)

19.11

18.83

16.81

First Bank

Mar 31, 2026

Dec 31, 2025

Mar 31, 2025

Total risk-based capital ratio (3)

13.75

13.64

12.44

Tier 1 risk-based capital ratio (3)

12.73

12.59

11.39

Common equity Tier 1 capital ratio (3)

12.73

12.59

11.39

Leverage ratio (3)

9.38

9.13

8.28

Tangible common equity to tangible assets (1)

8.49

8.51

7.35

ABOUT FIRST NATIONAL CORPORATION

First National Corporation (NASDAQ: FXNC) is the parent company and bank holding company of First Bank, a community bank that first opened for business in 1907 in Strasburg, Virginia. The Bank offers loan and deposit products and services through its bankers, consumer and business mobile banking platforms, a network of ATMs located throughout its market area, a loan production office, a customer service center in a retirement community, and thirty-three banking office locations located throughout the Shenandoah Valley, the Roanoke Valley, the Richmond MSA, the south-central regions of Virginia, and in northern North Carolina. In addition to providing traditional banking services, the Bank operates a wealth management division under the name First Bank Wealth Management. First Bank also owns First Bank Financial Services, Inc., which owns an interest in an entity that provides title insurance services.

NON-GAAP FINANCIAL MEASURES

In addition to financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures that provide useful information for financial and operational decision making, evaluating trends, and comparing financial results to other financial institutions. The non-GAAP financial measures presented in this document include adjusted operating net income, adjusted operating non-interest expense, adjusted operating non-interest income, adjusted basic and diluted earnings per share, adjusted return on average assets, adjusted return on average equity, pre-provision pre-tax earnings, adjusted pre-provision pre-tax earnings, fully taxable equivalent interest income, the net interest margin, the efficiency ratio, tangible book value per share, and tangible common equity to tangible assets.

The Company believes certain non-GAAP financial measures enhance the understanding of its business and performance. Non-GAAP financial measures are supplemental and not a substitute for, or more important than, financial measures prepared in accordance with GAAP and may not be comparable to those reported by other financial institutions. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measure is included at the end of this release.

FORWARD-LOOKING STATEMENTS

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts, and other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” "will," "continue," and “projects,” as well as similar expression. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties. For details on factors that could affect expectations, future events, or results, see the risk factors and other cautionary language included in First National’s Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the Securities and Exchange Commission (the “SEC”).

CONTACTS

Scott C. Harvard

Brad E. Schwartz

President and CEO

Executive Vice President and CFO

(540) 545-7695

(540) 465-6130

sharvard@fbvirginia.com

bschwartz@fbvirginia.com

FIRST NATIONAL CORPORATION

Performance Summary

(in thousands)

(unaudited)

For the Three Months Ended

Mar 31, 2026

Dec 31, 2025

Sep 30, 2025

Jun 30, 2025

Mar 31, 2025

Income Statement

Interest and dividend income

Interest and fees on loans

21,017

21,513

21,430

21,594

20,639

Interest on deposits in banks

1,170

1,618

1,733

1,891

1,671

Interest on federal funds sold

—

Taxable interest on securities

1,786

1,734

1,562

1,313

1,314

Tax-exempt interest on securities

292

296

298

300

Dividends

Total interest and dividend income

24,329

25,224

25,087

25,165

24,022

Interest expense

Interest on deposits

5,414

5,929

6,246

6,080

6,038

Interest on subordinated debt

168

273

479

468

467

Interest on junior subordinated debt

Interest on other borrowings

—

Total interest expense

5,653

6,272

6,792

6,617

6,571

Net interest income

18,676

18,952

18,295

18,548

17,451

Provision for credit losses

450

951

193

911

832

Net interest income after provision for credit losses

18,226

18,001

18,102

17,637

16,619

Noninterest income

Service charges on deposit accounts

924

937

985

1,020

1,013

ATM and check card fees

1,047

1,124

1,336

1,128

996

Wealth management fees

911

936

910

867

898

Fees for other customer services

287

292

407

230

258

Brokered mortgage fees

115

190

166

183

110

Income from bank owned life insurance

259

383

284

231

246

Net gains on securities available for sale

—

Net gains on sale of loans held for sale

—

Bargain purchase gain

—

304

—

Net gain on subordinated debt payoff

—

Other operating income

272

1,153

103

150

Total noninterest income

3,824

5,018

4,500

3,889

3,611

Noninterest expense

Salaries and employee benefits

8,982

8,454

8,487

8,033

8,689

Occupancy

972

996

1,025

944

1,069

Equipment

1,093

1,167

1,056

1,057

1,025

Marketing

341

350

324

286

220

Supplies

146

207

158

198

217

Legal and professional fees

688

667

660

594

522

ATM and check card expense

571

570

569

537

439

FDIC assessment

227

258

305

315

414

Bank franchise tax

380

349

350

348

317

Data processing expense

394

501

495

504

762

Core deposit intangible amortization expense

434

442

441

442

Other real estate owned expense (income), net

—

)

Net (gain) loss on disposal of premises and equipment

—

)

—

Merger expense

—

127

—

1,940

Other operating expense

1,754

2,037

1,918

1,835

2,287

Total noninterest expense

15,982

16,125

15,782

15,191

18,335

Income before income taxes

6,068

6,894

6,820

6,335

1,895

Income tax expense

1,181

1,390

1,270

1,284

297

Net income

4,887

5,504

5,550

5,051

1,598

FIRST NATIONAL CORPORATION

Performance Summary

(in thousands, except share and per share data)

(unaudited)

For the Three Months Ended

Mar 31, 2026

Dec 31, 2025

Sep 30, 2025

Jun 30, 2025

Mar 31, 2025

Common Share and Per Common Share Data

Earnings per common share, basic

0.54

0.61

0.62

0.56

0.18

Adjusted earnings per common share, basic (1)

0.54

0.62

0.58

0.57

0.35

Weighted average shares, basic

9,031,591

9,011,378

8,999,153

8,987,179

8,979,527

Earnings per common share, diluted

0.54

0.61

0.62

0.56

0.18

Adjusted earnings per common share, diluted (1)

0.54

0.62

0.58

0.57

0.35

Weighted average shares, diluted

9,047,416

9,030,437

9,023,185

9,001,972

9,005,923

Shares outstanding at period end

9,040,967

9,025,395

9,009,209

8,989,138

8,986,696

Tangible book value per share at period end (1)

19.11

18.83

18.26

17.40

16.81

Market price per share at period end

26.92

25.24

22.68

19.47

22.45

Cash dividends declared

0.170

0.155

Key Performance Ratios

Return on average assets (4)

0.98

1.06

1.09

1.00

0.32

Adjusted return on average assets (1)(4)

0.98

1.08

1.03

1.02

0.63

Return on average equity (4)

10.51

11.86

12.43

11.85

3.85

Adjusted return on average equity (1)(4)

10.51

12.08

11.75

12.05

7.61

Net interest margin (4)

3.98

3.93

3.83

3.93

3.75

Net interest margin fully tax equivalent (1)(4)

3.99

3.95

3.84

3.95

3.77

Efficiency ratio (1)

68.86

67.16

67.97

65.27

75.44

Average Balances

Average assets

2,026,947

2,061,973

2,022,958

2,019,344

2,016,958

Average earning assets

1,905,400

1,914,802

1,897,328

1,893,133

1,888,427

Average noninterest deposits to total average deposits

27.96

29.28

29.13

29.88

29.01

Average shareholders’ equity

188,585

184,167

177,130

170,920

168,245

Asset Quality

Allowance for credit losses on loans to nonperforming assets

330.66

316.27

253.37

223.45

302.94

Allowance for credit losses on loans to period end loans

1.00

1.02

1.01

1.05

1.02

Nonperforming assets to period end loans

0.30

0.32

0.40

0.47

0.34

Nonperforming assets to total assets

0.21

0.23

0.28

0.33

0.24

Loan charge-offs

709

753

1,027

535

2,490

Loan recoveries

167

102

Net charge-offs

542

651

939

448

2,401

Non-accrual loans

4,445

4,654

5,702

6,796

4,864

Other real estate owned, net

—

Nonperforming assets

4,445

4,654

5,702

6,796

4,864

Loans 30 to 89 days past due, accruing

5,025

3,830

3,580

3,190

5,021

Loans over 90 days past due, accruing

—

388

—

Capital Ratios (5)

Total capital

205,509

201,622

194,910

189,115

182,563

Tier 1 capital

190,173

186,193

179,781

173,240

167,150

Common equity Tier 1 capital

190,173

186,193

179,781

173,240

167,150

Total capital to risk-weighted assets (3)

13.75

13.64

13.40

12.89

12.44

Tier 1 capital to risk-weighted assets (3)

12.73

12.59

12.36

11.81

11.39

Common equity Tier 1 capital / risk-weighted assets (3)

12.73

12.59

12.36

11.81

11.39

Leverage ratio (3)

9.38

9.13

8.88

8.56

8.28

FIRST NATIONAL CORPORATION

Performance Summary

(in thousands)

(unaudited)

For the Period Ended

Mar 31, 2026

Dec 31, 2025

Sept 30, 2025

Jun 30, 2025

Mar 31, 2025

Balance Sheet

Cash and due from banks

22,624

20,836

23,716

34,435

27,432

Interest-bearing deposits in banks

165,185

140,074

165,601

159,880

178,600

Cash and cash equivalents

187,809

160,910

189,317

194,315

206,032

Securities available for sale, at fair value

217,655

217,538

196,476

187,579

160,976

Securities held to maturity, at amortized cost (net of allowance for credit losses)

101,261

102,872

104,608

106,430

108,292

Restricted securities, at cost

5,642

5,624

4,436

5,624

4,436

Loans, net of allowance for credit losses

1,449,708

1,435,026

1,418,750

1,428,251

1,435,895

Premises and equipment, net

34,327

34,561

34,107

34,530

34,609

Accrued interest receivable

6,656

6,467

6,238

6,143

6,126

Bank owned life insurance

38,837

38,577

38,652

38,367

38,136

Goodwill

3,030

Core deposit intangibles, net

12,785

13,219

13,661

14,102

14,544

Other assets

18,113

20,154

21,479

23,070

21,270

Total assets

2,075,823

2,037,978

2,030,754

2,041,441

2,033,346

Noninterest-bearing demand deposits

524,323

509,874

511,482

541,204

540,387

Savings and interest-bearing demand deposits

953,399

926,579

931,241

900,658

922,197

Time deposits

359,570

363,095

366,860

361,304

362,392

Total deposits

1,837,292

1,799,548

1,809,583

1,803,166

1,824,976

Other borrowings

25,000

—

25,000

—

Subordinated debt, net

8,385

8,312

21,241

21,148

21,461

Junior subordinated debt

9,279

Accrued interest payable and other liabilities

7,305

9,643

9,442

9,316

8,955

Total liabilities

1,887,261

1,851,782

1,849,545

1,867,909

1,864,671

Common stock

11,301

11,282

11,262

11,236

11,233

Surplus

78,400

78,216

78,187

77,578

77,354

Retained earnings

112,288

108,937

104,964

100,810

97,152

Accumulated other comprehensive (loss), net

(13,427

)

(12,239

)

(13,204

)

(16,092

)

(17,064

)

Total shareholders’ equity

188,562

186,196

181,209

173,532

168,675

Total liabilities and shareholders’ equity

2,075,823

2,037,978

2,030,754

2,041,441

2,033,346

Loan Portfolio

Real estate loans:

Construction and land development

97,487

88,424

78,470

78,169

81,596

Secured by farmland

11,554

11,879

12,812

12,514

12,314

Secured by 1-4 family residential

520,821

527,282

533,458

544,577

550,183

Other real estate loans

701,013

685,099

671,723

667,550

653,367

Commercial and industrial loans (except those secured by real estate)

114,517

117,256

117,047

119,910

131,539

Consumer installment loans

8,060

8,419

8,358

8,113

8,034

Deposit overdrafts

547

543

535

454

486

All other loans

10,407

10,843

10,794

12,150

13,111

Total loans

1,464,406

1,449,745

1,433,197

1,443,437

1,450,630

Allowance for credit losses

(14,698

)

(14,719

)

(14,447

)

(15,186

)

(14,735

)

Loans, net

1,449,708

1,435,026

1,418,750

1,428,251

1,435,895

FIRST NATIONAL CORPORATION

Average Balances, Yields and Rates Paid

(in thousands)

(unaudited)

Three Months Ended

March 31, 2026

December 31, 2025

March 31, 2025

Average Balance

Interest Income/ Expense

Yield/ Rate (7)

Average Balance

Interest Income/ Expense

Yield/ Rate (7)

Average Balance

Interest Income/ Expense

Yield/ Rate (7)

Assets

Securities:

Taxable

259,592

1,786

2.79

261,463

1,735

2.63

219,815

1,314

2.42

Tax-exempt (1)

61,705

369

2.43

52,441

370

2.80

51,935

380

2.97

Restricted

4,465

5.85

4,449

5.88

4,171

5.78

Total securities

325,762

2,219

2.76

318,353

2,171

2.70

275,921

1,754

2.58

Loans:

Taxable

1,446,201

20,974

5.88

1,431,171

21,468

5.95

1,454,653

20,575

5.74

Tax-exempt (1)

3,479

6.30

3,565

6.32

4,798

6.62

Total loans

1,449,680

21,028

5.88

1,434,736

21,525

5.95

1,459,451

20,654

5.74

Federal funds sold

—

3,527

4.53

Interest-bearing deposits with other institutions

129,920

1,170

3.65

161,680

1,618

3.97

149,529

1,671

4.55

Total earning assets

1,905,400

24,417

5.20

1,914,802

25,314

5.24

1,888,428

24,118

5.18

Less: allowance for credit losses on loans

(15,039

)

(14,883

)

(16,620

)

Total non-earning assets

136,586

162,054

145,150

Total assets

2,026,947

2,061,973

2,016,958

Liabilities and Shareholders’ Equity

Interest bearing deposits:

Checking

403,086

1,078

1.09

401,385

1,185

1.17

369,023

1,232

1.35

Regular savings

211,058

177

0.34

207,169

183

0.35

212,594

175

0.33

Money market accounts

330,735

1,492

1.83

331,288

1,656

1.98

339,306

1,962

2.34

Time deposits

360,515

2,667

3.00

365,961

2,905

3.15

363,301

2,669

2.98

Total interest-bearing deposits

1,305,394

5,414

1.68

1,305,803

5,929

1.80

1,284,224

6,038

1.91

Federal funds purchased

—

Subordinated debt

8,384

168

8.11

12,167

274

8.94

21,247

467

8.91

Junior subordinated debt

9,279

2.91

9,279

2.87

9,279

2.88

Other borrowings

556

3.93

272

3.93

—

Total interest-bearing liabilities

1,323,633

5,653

1.73

1,327,522

6,273

1.87

1,314,751

6,571

2.03

Non-interest bearing liabilities

Demand deposits

506,573

540,640

524,908

Other liabilities

8,156

9,644

9,054

Total liabilities

1,838,362

1,877,806

1,848,713

Shareholders’ equity

188,585

184,167

168,245

Total liabilities and Shareholders’ equity

2,026,947

2,061,973

2,016,958

Net interest income (1)

18,764

19,041

17,547

Interest rate spread (1)

3.46

3.37

3.15

Cost of funds

1.25

1.33

1.45

Interest expense as a percent of average earning assets

1.20

1.30

1.41

Net interest margin FTE (1)

3.99

3.95

3.77

FIRST NATIONAL CORPORATION

Non-GAAP Reconciliation

(in thousands, except share and per share data)

(unaudited)

For the Three Months Ended

Mar 31, 2026

Dec 31, 2025

Sept 30, 2025

Jun 30, 2025

Mar 31, 2025

Operating Net Income

Net income (GAAP)

4,887

5,504

5,550

5,051

1,598

Add: Merger-related expenses

—

127

—

1,940

Subtract: Bargain purchase gain

—

(304

)

—

Subtract: Tax effect of adjustment (5)

—

(27

)

(10

)

(381

)

Adjusted operating net income (non-GAAP)

4,887

5,604

5,310

5,133

3,157

Adjusted Earnings Per Share, Basic

Weighted average shares, basic

9,031,591

9,011,378

8,999,153

8,987,179

8,979,527

Basic earnings per share (GAAP)

0.54

0.61

0.62

0.56

0.18

Adjusted earnings per share, basic (non-GAAP)

0.54

0.62

0.58

0.57

0.35

Adjusted Earnings Per Share, Diluted

Weighted average shares, diluted

9,047,416

9,030,437

9,023,185

9,001,972

9,005,923

Diluted earnings per share (GAAP)

0.54

0.61

0.62

0.56

0.18

Adjusted diluted earnings per share (non-GAAP)

0.54

0.62

0.58

0.57

0.35

Adjusted Pre-Provision, Pre-Tax Earnings

Net interest income

18,676

18,952

18,295

18,548

17,451

Total noninterest income

3,824

5,018

4,500

3,889

3,611

Net revenue

22,500

23,970

22,795

22,437

21,062

Total noninterest expense

15,982

16,125

15,782

15,191

18,335

Pre-provision, pre-tax earnings

6,518

7,845

7,013

7,246

2,727

Add: Merger expenses

—

127

—

1,940

Subtract: One time recovery gain

—

(895

)

—

Subtract: Bargain purchase gain

—

(304

)

—

Adjusted pre-provision, pre-tax earnings

6,518

7,077

6,709

7,338

4,667

Adjusted Performance Ratios

Average assets

2,026,947

2,061,973

2,022,958

2,019,344

2,016,958

Return on average assets (GAAP)

0.98

1.06

1.09

1.00

0.32

Adjusted return on average assets (non-GAAP)

0.98

1.08

1.03

1.02

0.63

Average shareholders’ equity

188,585

184,167

177,130

170,920

168,245

Return on average equity (GAAP)

10.51

11.86

12.43

11.85

3.85

Adjusted return on average equity (non-GAAP)

10.51

12.08

11.75

12.05

7.61

Net Interest Margin

Net interest income

18,676

18,952

18,295

18,548

17,451

Tax-equivalent net interest income (non-GAAP)

18,764

19,041

18,385

18,639

17,547

Average earning assets

1,905,400

1,914,802

1,897,328

1,893,133

1,888,427

Net interest margin

3.98

3.93

3.83

3.93

3.75

Net interest margin fully tax equivalent (non-GAAP)

3.99

3.95

3.84

3.95

3.77

FIRST NATIONAL CORPORATION

Non-GAAP Reconciliation

(in thousands)

(unaudited)

For the Three Months Ended

Mar 31, 2026

Dec 31, 2025

Sept 30, 2025

Jun 30, 2025

Mar 31, 2025

Adjusted Operating Noninterest Income

Total noninterest income (GAAP)

3,824

5,018

4,500

3,889

3,611

Subtract: bargain purchase gain

—

(304

)

—

Subtract: loan recovery

—

(895

)

—

Adjusted operating noninterest income (non-GAAP)

3,824

4,123

4,196

3,889

3,611

Adjusted Operating Noninterest Expense

Total noninterest expense (GAAP)

15,982

16,125

15,782

15,191

18,335

Subtract: merger expenses

—

(127

)

—

(92

)

(1,940

)

Subtract: amortization expense

(434

)

(442

)

(442

)

(441

)

(442

)

Adjusted operating noninterest expense (non-GAAP)

15,548

15,556

15,340

14,658

15,953

Efficiency Ratio

Total noninterest expense (GAAP)

15,982

16,125

15,782

15,191

18,335

Add: other real estate owned (expense) income, net

—

Subtract: amortization of intangibles

(434

)

(442

)

(442

)

(441

)

(442

)

Add/Subtract: gain (loss) on disposal of premises and equipment, net

—

)

Subtract: merger expenses

—

(127

)

—

(92

)

(1,940

)

Adjusted operating non-interest expense (non-GAAP)

15,548

15,556

15,349

14,651

15,962

Tax-equivalent net interest income (non-GAAP)

18,764

19,041

18,385

18,639

17,547

Total noninterest income (GAAP)

3,824

5,018

4,500

3,889

3,611

Subtract: net gain on subordinated debt payoff

—

(80

)

—

Subtract: bargain purchase gain

—

(304

)

—

Subtract: securities (gains), net

)

—

Subtract: one time recovery gain

—

(895

)

—

Adjusted income for efficiency ratio (non-GAAP)

22,580

23,164

22,581

22,448

21,158

Efficiency ratio (non-GAAP)

68.86

67.16

67.97

65.27

75.44

FIRST NATIONAL CORPORATION

Non-GAAP Reconciliation

(in thousands, except share and per share data)

(unaudited)

For the Three Months Ended

Mar 31, 2026

Dec 31, 2025

Sep 30, 2025

Jun 30, 2025

Mar 31, 2025

Tax-Equivalent Net Interest Income

GAAP measures:

Interest income – loans

21,017

21,513

21,430

21,594

20,639

Interest income – investments and other

3,312

3,711

3,657

3,571

3,383

Interest expense – deposits

(5,414

)

(5,929

)

(6,246

)

(6,080

)

(6,038

)

Interest expense – subordinated debt

(168

)

(273

)

(479

)

(468

)

(467

)

Interest expense – junior subordinated debt

(66

)

(67

)

(67

)

(66

)

(66

)

Interest expense – other borrowings

)

—

)

—

Net interest income

18,676

18,952

18,295

18,548

17,451

Non-GAAP measures:

Add: Tax benefit realized on non-taxable interest income – loans (6)

Add: Tax benefit realized on non-taxable interest income – municipal securities (6)

Tax benefit realized on non-taxable interest income

Tax-equivalent net interest income (non-GAAP)

18,764

19,041

18,385

18,639

17,547

Tangible Common Equity and Tangible Assets

Total assets (GAAP)

2,075,823

2,037,978

2,030,754

2,041,441

2,033,346

Subtract: goodwill

(3,030

)

(3,030

)

(3,030

)

(3,030

)

(3,030

)

Subtract: core deposit intangibles, net

(12,785

)

(13,219

)

(13,661

)

(14,102

)

(14,544

)

Tangible assets (Non-GAAP)

2,060,008

2,021,729

2,014,063

2,024,309

2,015,772

Total shareholders’ equity (GAAP)

188,562

186,196

181,209

173,532

168,675

Subtract: goodwill

(3,030

)

(3,030

)

(3,030

)

(3,030

)

(3,030

)

Subtract: core deposit intangibles, net

(12,785

)

(13,219

)

(13,661

)

(14,102

)

(14,544

)

Tangible common equity (Non-GAAP)

172,747

169,947

164,518

156,400

151,101

Tangible common equity to tangible assets ratio (non-GAAP)

8.39

8.41

8.17

7.73

7.50

Tangible Book Value Per Share

Tangible common equity (non-GAAP)

172,747

169,947

164,518

156,400

151,101

Common shares outstanding, ending

9,040,967

9,025,395

9,009,209

8,989,138

8,986,696

Tangible book value per share (non-GAAP)

19.11

18.83

18.26

17.40

16.81

(1) Non-GAAP financial measure. See “Non-GAAP Financial Measures” and “Non-GAAP Reconciliation” tables for additional information and detailed calculations of adjustments.

(2) The Company is a small bank holding company under applicable regulations and guidance and is not subject to the minimum regulatory capital regulations for bank holding companies. The regulatory requirements that apply to bank holding companies that are subject to regulatory capital requirements are presented above, along with the Company's capital ratios as determined under those regulations.

(3) All ratios on March 31, 2026, are estimates and subject to change pending the Bank's filing of its Call Report. All other periods are presented as filed.

(4) Ratios are annualized.

(5) Capital ratios presented are for First Bank.

(6) The tax rate utilized in calculating the tax benefit is 21%

(7) Yields and interest income are presented on a taxable-equivalent basis using the federal statutory tax rate of 21%

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Document And Entity Information

Apr. 30, 2026

Document Information [Line Items]

Entity, Registrant Name

FIRST NATIONAL CORPORATION

Document, Type

8-K

Document, Period End Date

Apr. 30, 2026

Entity, Incorporation, State or Country Code

Entity, File Number

1-38874

Entity, Tax Identification Number

54-1232965

Entity, Address, Address Line One

112 West King Street

Entity, Address, City or Town

Strasburg

Entity, Address, State or Province

Entity, Address, Postal Zip Code

22657

City Area Code

540

Local Phone Number

465-9121

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false

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Common Stock

Trading Symbol

FXNC

Security Exchange Name

NASDAQ

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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