Form 8-K

8-K — FIRST NATIONAL CORP /VA/

Accession: 0001437749-26-016908

Filed: 2026-05-14

Period: 2026-05-13

CIK: 0000719402

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — fxnc20260511c_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_962753.htm)

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0000719402

2026-05-13

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): May 13, 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)

(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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07

Submission of Matters to a Vote of Security Holders.

An Annual Meeting of Shareholders of First National Corporation (the "Company") was held on May 13, 2026, for the purpose of considering and acting upon the following matters:

(1)

The election of twelve directors to serve for a term of one year; and

(2)

The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026.

The final voting results for each proposal, including the votes for and against, and any withheld, abstained, or broker non-votes, are described below.

Proposal 1 - Election of Directors

The Company's shareholders elected all twelve nominees for director. For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows:

Director Nominee

For

Withheld

Broker Non-Votes

Jason C. Aikens

5,576,274

152,235

1,073,246

Emily Marlow Beck

5,556,759

171,750

1,073,246

Boyce E. Brannock

5,579,486

149,023

1,073,246

W. Michael Funk

5,569,066

159,443

1,073,246

Scott C. Harvard

5,530,679

197,830

1,073,246

George Edwin Holt, III

5,584,248

144,261

1,073,246

Toni T. Lee-Andrews

5,553,067

175,442

1,073,246

Kirtesh Patel

5,576,259

152,250

1,073,246

Gerald F. Smith, Jr.

5,549,411

179,098

1,073,246

Norman D. Wagstaff, Jr.

5,552,777

175,732

1,073,246

James R. Wilkins, III

5,559,781

168,728

1,073,246

William S. Wilkinson

5,564,284

164,225

1,073,246

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's shareholders approved the ratification of the Audit Committee's selection of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026. The votes cast for and against this proposal, as well as the votes abstained, were as follows:

For

Against

Abstain

6,773,790

26,530

1,435

Item 8.01

Other Events.

Dividend Declaration

On May 13, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.17 per common share, which is payable on June 12, 2026, to shareholders of record as of May 29, 2026.

Election of New Chair and Vice Chair of the Board

On May 13, 2026, Board of Directors of the Company elected Gerald F. Smith, Jr. as Chair of the Board of Directors and James R. Wilkins, III as Vice Chair immediately following the Company’s Annual Meeting of Shareholders. The elections follow the retirement of Elizabeth Cottrell, who concluded a distinguished tenure of service as Chairperson of the Board.

The election was announced on May 14, 2026, and a copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press Release dated May 14, 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: May 14, 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_962753.htm · Sequence: 2

ex_962753.htm

Exhibit 99.1

First National Corporation Announces Election of

New Chair and Vice Chair of the Board

Strasburg, Virginia, May 14, 2026 (GLOBE NEWSWIRE) – First National Corporation (the “Company” or “First National”) (NASDAQ: FXNC), the bank holding company of First Bank (the “Bank”) announced that shareholders elected Gerald F. Smith, Jr. as Chair of the Board of Directors and James R. Wilkins, III as Vice Chair during the Company’s Annual Meeting of Shareholders held on May 13, 2026.

The elections follow the retirement of Elizabeth Cottrell, who concluded a distinguished tenure of service as Chair of the Board. Ms. Cottrell served the Company and its shareholders with dedication and vision, helping guide the organization through significant growth and strategic advancement. She has been a member of the Board since 1992 and has served as the Board’s first female chair since 2016.

“On behalf of our Board of Directors, leadership team, and employees, I want to express our sincere gratitude to Elizabeth Cottrell for her outstanding leadership and steadfast commitment to our Company. Under her leadership the bank more than doubled in assets, expanded across the Commonwealth via two bank acquisitions, achieved record earnings, listed on the NASDAQ, was included in the Russell 2000 Index, and saw its market value more than triple,” said Scott C. Harvard, President and Chief Executive Officer. “We are pleased to congratulate Gerald R. (JJ) Smith, Jr. as Chair and James R. (Richie) Willkins, III as Vice Chair. Their experience, leadership, and deep understanding of our mission and values will help ensure continuity as we continue to build long-term value for our shareholders, customers, employees, and the communities we serve.”

Mr. Smith has served on the Board since 2007 and currently serves as Vice Chair of the Board and as Chair of the Compensation and Governance Committee. He also served as the designated financial expert on the Audit Committee. He brings extensive experience in industry, having served as Chairman, Chief Executive Officer, and President of Valley Proteins, Inc. up until its sale, along with a strong commitment to the Company’s strategic priorities and community banking philosophy.

Mr. Wilkins has served on the Board since 2001 and has held leadership roles including Chair of the Board Loan Committee and more recently Chair of the Enterprise Risk Committee. He will support the Board and executive leadership team in advancing the Company’s long-term objectives.

The leadership transition is part of the Board’s ongoing succession planning process and reflects the Company’s commitment to strong governance and thoughtful leadership development.

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 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 trust and wealth management division under the name First Bank Wealth Management. First Bank also owns First Bank Financial Services, Inc., which has an interest in a title insurance company.

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Document And Entity Information

May 13, 2026

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