Form 8-K

8-K — FIRST NATIONAL CORP /VA/

Accession: 0001437749-26-024769

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000719402

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fxnc20260706_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_984992.htm)

GRAPHIC (logo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: fxnc20260706_8k.htm · Sequence: 1

fxnc20260706_8k.htm

false

0000719402

2026-07-29

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): July 29, 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 July 29, 2026, First National Corporation issued a press release reporting its financial results for the period ended June 30, 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 July 29, 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: July 29, 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_984992.htm · Sequence: 2

ex_984992.htm

Exhibit 99.1

First National Corporation Reports SECOND Quarter 2026 FINANCIAL PERFORMANCE

STRASBURG, Va., July 29, 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 $5.7 million and basic and diluted earnings per common share of $0.64 and $0.63, respectively, for the second quarter ended June 30, 2026.

"Our quarterly and year-to-date results reflect steady execution of our intentional, profitable growth strategy. Growth in average loan and deposit balances lifted net interest income, and net loans expanded for a second straight quarter as our new and legacy banking teams continue to deepen customer relationships. The net interest margin in excess of four percent combined with expense management and strong asset quality delivered a strong second quarter and first half of the year. I am also pleased to report that we received all regulatory approvals for the pending sale of our North Carolina branches which we expect to close early in the fourth quarter, continuing our branch optimization initiative announced earlier this year," said Scott C. Harvard, President and Chief Executive Officer of First National Corporation.

FINANCIAL HIGHLIGHTS FOR SECOND QUARTER 2026

●

Basic earnings per share of $0.64 per share, compared to $0.56 one year prior, and $0.54 in the previous quarter

●

Adjusted basic earnings per share(1) of $0.64 per share, compared to $0.57 one year prior, and $0.54 in the previous quarter

●

Return on average assets of 1.11% compared to 1.00% one year prior, and 0.98% in the previous quarter

●

Return on average equity of 12.03% compared to 11.85% one year prior, and 10.51% in the previous quarter

●

Tax equivalent net interest margin(1) of 4.15%, up from 3.95% one year prior, and 3.99% in the previous quarter

●

Net loan growth of $22.7 million for the quarter, a 6.3% annualized growth rate

●

Asset quality remained sound with non-performing assets at 0.23% of total assets

●

Noninterest bearing deposits of $520.5 million, or 28% of deposits, contributed to our low funding cost

NET INTEREST INCOME

For the second quarter of 2026, the Company’s net interest margin fully tax equivalent ("FTE")(1) was 4.15%, compared to 3.99% for the first quarter of 2026 and 3.95% in the second quarter of 2025. The Company’s net interest margin (FTE)(1) for the second quarter of 2026 includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $245 thousand, a 5-basis point incremental increase to the net interest margin for the second quarter ended June 30, 2026. Prior period acquisition accounting resulted in net accretion income of $211 thousand, or a 4-basis point incremental increase to the net interest margin for the quarter ended March 31, 2026, and net accretion income of $907 thousand, or a 19-basis point incremental increase to the net interest margin for the second quarter ended June 30, 2025.

Earning asset yields for the second quarter of 2026 increased 11-basis points to 5.31% compared to the first quarter of 2026. For the second quarter of 2026, net interest income FTE(1) was $20.1 million, an increase of $1.3 million from $18.8 million in the first quarter of 2026 due to an increase in average interest-earning assets, improved yields, reduced funding costs and average and net loan growth.

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

For the Three Months Ended

For the Six Months Ended

Jun 30, 2026

Mar 31, 2026

Jun 30, 2025

Jun 30, 2026

Jun 30, 2025

Loans

334

294

930

628

736

Deposits

(14

)

(10

)

163

(24

)

606

Borrowings

(75

)

(73

)

(186

)

(148

)

(471

)

245

211

907

456

871

ALLOWANCE AND PROVISION FOR CREDIT LOSSES

The Company recorded a $426 thousand provision for credit losses in the second quarter of 2026, compared to $450 thousand for the first quarter of 2026. The second quarter provision was comprised of a $350 thousand provision for credit losses on loans, a $79 thousand provision for credit losses on unfunded commitments, and a $3 thousand reduction in the credit losses on securities. Net charge-offs totaled $105 thousand in the second quarter of 2026, compared to net charge-offs of $542 thousand in the first quarter of 2026 and net charge-offs of $448 thousand in the second quarter of 2025.

The allowance for credit losses on loans totaled $14.9 million, or 1.00% of total loans on June 30, 2026, compared to $14.7 million, or 1.00% of total loans on March 31, 2026, and $15.2 million, or 1.05% of total loans on June 30, 2025. The allowance for credit losses to total loans remained consistent with the prior period and decreased from the prior year due to declines in specific reserves on individually analyzed loans. The allowance for credit losses to non-performing assets coverage was 315% on June 30, 2026, compared to 331% on March 31, 2026, and 223% on June 30, 2025.

NONINTEREST INCOME AND EXPENSE

Noninterest income increased $194 thousand to $4.0 million for the second quarter of 2026 from $3.8 million in the prior quarter. The increase in noninterest income includes increases in ATM and check card income, other operating income, and brokered mortgage fees compared to the prior quarter.

Noninterest expense increased $455 thousand to $16.4 million for the second quarter of 2026 from $16.0 million in the prior quarter. The increase in noninterest expense includes increases in other operating expense, marketing expense, legal and professional fees, supplies expense, and data processing expense.

The sale of two banking offices in Roanoke Rapids and Louisburg, North Carolina, including most of the deposit and loan accounts associated with those offices, has received all required regulatory approvals with a planned transaction date in October 2026. The company anticipates a one-time gain on the sale of the offices in the fourth quarter of 2026. The Bank also plans to consolidate three additional banking offices and discontinue low volume ATMs at non-branch locations before year-end. The sale and consolidation combined will reduce the number of banking offices from 33 to 28 by year end. The goals of these branch optimization actions are to streamline operations, improve profitability and allocate resources to faster growing markets.

INCOME TAXES

Income tax expense was $1.4 million for the second quarter of 2026, compared to $1.2 million for the first quarter of 2026. The effective tax rate of 19.5% for the second quarter of 2026 remained consistent with 19.5% in the first quarter of 2026.

BALANCE SHEET

On June 30, 2026, total assets were $2.076 billion, an increase of $34.2 million or 1.7% from June 30, 2025. Total assets were consistent with the prior quarter with the increase in loan growth offset by the decrease in cash and cash equivalents, and the increase from the prior year was driven by loan growth and additional securities available for sale.

On June 30, 2026, loans held for investment ("LHFI") net of allowance totaled $1.472 billion, an increase of $22.7 million or 3.0% annualized from $1.450 billion on March 31, 2026, and an increase of $44.2 million or 3.1% from June 30, 2025. Net loan growth in the second quarter and for the year has been driven by increased production from newly hired bankers along with our continued focus on relationship banking.

On June 30, 2026, total investments were $322.8 million, a decrease of $1.7 million or 0.5% from March 31, 2026, and an increase of $23.2 million or 7.7% from June 30, 2025. Available for sale ("AFS") securities totaled $227.8 million on June 30, 2026, and $217.7 million on March 31, 2026, and $187.6 million on June 30, 2025. The increase compared to the prior year was driven by security purchases exceeding portfolio cashflows and utilization of excess cash. Total net unrealized losses on the AFS securities portfolio were $15.8 million on June 30, 2026, compared to $16.2 million on March 31, 2026, and $18.9 million on June 30, 2025. Held to maturity securities are carried at amortized cost and totaled $89.4 million on June 30, 2026, $101.3 million on March 31, 2026, and $106.4 million on June 30, 2025.

On June 30, 2026, total deposits were $1.831 billion, a decrease of $6.2 million or 0.3% from the prior quarter, and an increase of $28.0 million or 1.6% from June 30, 2025. While total deposits as of June 30, 2026 declined when compared to March 31, 2026, average deposit balances for the second quarter were up $49.6 million or 2.7%. 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 June 30, 2026, March 31, 2026, and June 30, 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 $747.8 million on June 30, 2026, $764.2 million on March 31, 2026, and $633.7 million on June 30, 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 $573.8 million on June 30, 2026, $558.9 million on March 31, 2026, and $545.7 million on June 30, 2025. Excluding municipal deposits that have collateral pledged, the estimated amount of uninsured customer deposits totaled $466.9 million on June 30, 2026, $461.3 million on March 31, 2026, and $451.9 million on June 30, 2025.

ASSET QUALITY

Non-performing assets ("NPAs") increased slightly from the prior period and improved from the prior year as previously reserved loans were charged off since the second quarter of 2025. Management classifies NPAs as non-accrual loans and other real estate owned ("OREO"). The Bank had no OREO on June 30, 2026, March 31, 2026, or June 30, 2025. NPAs as a percentage of total loans were 0.32% on June 30, 2026, up from 0.30% on March 31, 2026, but down from 0.47% on June 30, 2025. NPAs increased by $292 thousand to $4.7 million on June 30, 2026, compared to $4.4 million on March 31, 2026, but decreased by $2.1 million from $6.8 million on June 30, 2025.

There were no loans past due over 90 days or more and still accruing interest on June 30, 2026, March 31, 2026, or June 30, 2025. Loans past-due 30-89 days and still accruing interest decreased to $2.5 million, or 0.17% of total loans on June 30, 2026, compared to $5.0 million, or 0.34% of total loans on March 31, 2026, and $3.2 million, or 0.22%, of total loans on June 30, 2025. The health care provider portfolio balance continues to decline with $8.6 million in loan balances and $3.4 million in unamortized premiums. The portfolio has loans totaling $1.8 million currently on non-accrual that are specifically reserved for $1.3 million.

CAPITAL

During the second quarter of 2026, the Company declared and paid cash dividends of $0.17 per common share, compared to $0.17 in the first quarter of 2026 and $0.155 in the second quarter of 2025. Tangible book value per share(1) grew to $19.71 at June 30, 2026, from $19.11 per share at March 31, 2026, and $17.40 at June 30, 2025.

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

First National Corporation (2)

Jun 30, 2026

Mar 31, 2026

Jun 30, 2025

Total risk-based capital ratio

14.81

14.64

14.89

Tier 1 risk-based capital ratio

13.22

13.06

12.37

Common equity Tier 1 capital ratio

12.60

12.44

11.74

Leverage ratio

9.62

9.65

8.99

Tangible common equity to tangible assets (1)

8.65

8.39

7.73

Tangible book value per share (1)

19.71

19.11

17.40

First Bank

Jun 30, 2026

Mar 31, 2026

Jun 30, 2025

Total risk-based capital ratio (3)

13.91

13.75

12.89

Tier 1 risk-based capital ratio (3)

12.87

12.73

11.81

Common equity Tier 1 capital ratio (3)

12.87

12.73

11.81

Leverage ratio (3)

9.44

9.38

8.56

Tangible common equity to tangible assets (1)

8.75

8.49

7.68

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 a title insurance company.

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 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, strategies, expectations and intentions, including with respect to pending branch sales and other branch optimization initiatives, 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 the Company will achieve the anticipated benefits of its plans and strategies or that its 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 and speak only as of the date of this release. The Company undertakes no obligations to update or revise any forward-looking statement, except as required by law. For details on factors that could affect expectations, future events, or results, see the risk factors and other cautionary language included in First National Corporation’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

For the Six Months Ended

Jun 30, 2026

Mar 31, 2026

Jun 30, 2025

Jun 30, 2026

Jun 30, 2025

Income Statement

Interest and dividend income

Interest and fees on loans

22,145

21,017

21,594

43,162

42,231

Interest on deposits in banks

1,288

1,170

1,891

2,458

3,562

Interest on federal funds sold

—

Taxable interest on securities

1,843

1,786

1,313

3,629

2,627

Tax-exempt interest on securities

293

292

298

585

598

Dividends

128

129

Total interest and dividend income

25,633

24,329

25,165

49,962

49,187

Interest expense

Interest on deposits

5,410

5,414

6,080

10,824

12,118

Interest on subordinated debt

170

168

468

338

935

Interest on junior subordinated debt

135

132

Interest on other borrowings

Total interest expense

5,652

5,653

6,617

11,305

13,188

Net interest income

19,981

18,676

18,548

38,657

35,999

Provision for credit losses

426

450

911

876

1,743

Net interest income after provision for credit losses

19,555

18,226

17,637

37,781

34,256

Noninterest income

Service charges on deposit accounts

913

924

1,020

1,837

2,033

ATM and check card fees

1,155

1,047

1,128

2,202

2,124

Wealth management fees

902

911

867

1,813

1,765

Fees for other customer services

295

287

230

582

488

Brokered mortgage fees

153

115

183

268

293

Income from bank owned life insurance

239

259

231

498

477

Net (loss) gains on securities available for sale

—

Net gains on sale of loans held for sale

—

Net gain on subordinated debt payoff

—

Gain on disposal of premises and equipment

—

Other operating income

301

272

150

573

240

Total noninterest income

4,018

3,824

3,889

7,842

7,500

Noninterest expense

Salaries and employee benefits

9,006

8,982

8,033

17,988

16,722

Occupancy

974

972

944

1,946

2,013

Equipment

1,131

1,093

1,057

2,224

2,082

Marketing

476

341

286

817

506

Supplies

192

146

198

338

415

Legal and professional fees

742

688

594

1,430

1,115

ATM and check card expense

608

571

537

1,179

976

FDIC assessment

224

227

315

451

729

Bank franchise tax

395

380

348

775

665

Data processing expense

435

394

504

829

1,266

Core deposit intangible amortization expense

433

434

441

867

883

Other real estate owned (income), net

—

)

Net loss on disposal of premises and equipment

—

Merger expense

—

2,032

Other operating expense

1,821

1,754

1,835

3,575

4,122

Total noninterest expense

16,437

15,982

15,191

32,419

33,526

Income before income taxes

7,136

6,068

6,335

13,204

8,230

Income tax expense

1,393

1,181

1,284

2,574

1,581

Net income

5,743

4,887

5,051

10,630

6,649

FIRST NATIONAL CORPORATION

Performance Summary

(in thousands, except share and per share data)

(unaudited)

At or for the Three Months Ended

At or for the Six Months Ended

Jun 30, 2026

Mar 31, 2026

Jun 30, 2025

Jun 30, 2026

Jun 30, 2025

Common Share and Per Common Share Data

Earnings per common share, basic

0.64

0.54

0.56

1.18

0.74

Adjusted earnings per common share, basic (1)

0.64

0.54

0.57

1.18

0.92

Weighted average shares, basic

9,041,314

9,031,591

8,987,179

9,036,479

8,983,374

Earnings per common share, diluted

0.63

0.54

0.56

1.17

0.74

Adjusted earnings per common share, diluted (1)

0.63

0.54

0.57

1.17

0.92

Weighted average shares, diluted

9,068,347

9,047,416

9,001,972

9,057,908

9,003,969

Shares outstanding at period end

9,042,629

9,040,967

8,989,138

9,042,629

8,989,138

Tangible book value per share at period end (1)

19.71

19.11

17.40

19.71

17.40

Market price per share at period end

30.02

26.92

19.47

30.02

19.47

Cash dividends declared

0.170

0.155

0.340

0.310

Key Performance Ratios

Return on average assets (4)

1.11

0.98

1.00

1.05

0.66

Adjusted return on average assets (1)(4)

1.11

0.98

1.02

1.05

0.83

Return on average equity (4)

12.03

10.51

11.85

11.27

7.90

Adjusted return on average equity (1)(4)

12.03

10.51

12.05

11.27

9.85

Net interest margin (4)

4.13

3.98

3.93

4.05

3.84

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

4.15

3.99

3.95

4.07

3.86

Efficiency ratio (1)

66.59

68.86

65.27

67.69

70.20

Average Balances

Average assets

2,079,467

2,026,947

2,019,344

2,046,074

2,020,425

Average earning assets

1,941,385

1,905,400

1,893,133

1,923,459

1,890,749

Average deposits

1,861,554

1,811,967

1,808,340

1,829,354

1,809,644

Average noninterest deposits to total average deposits

29.15

27.96

29.88

28.27

29.49

Average shareholders’ equity

191,465

188,585

170,920

190,234

169,713

Asset Quality

Allowance for credit losses on loans to nonperforming assets

315.45

330.66

223.45

315.45

223.45

Allowance for credit losses on loans to period end loans

1.00

1.05

1.00

1.05

Nonperforming assets to period end loans

0.32

0.30

0.47

0.32

0.47

Nonperforming assets to total assets

0.23

0.21

0.33

0.23

0.33

Loan charge-offs

266

709

535

975

3,025

Loan recoveries

161

167

328

176

Net charge-offs

105

542

448

647

2,849

Non-accrual loans

4,737

4,445

6,796

4,737

6,796

Other real estate owned, net

—

Nonperforming assets

4,737

4,445

6,796

4,737

6,796

Loans 30 to 89 days past due, accruing

2,534

5,025

3,190

2,534

3,190

Loans over 90 days past due, accruing

—

Capital Ratios (5)

Total capital

210,436

205,509

189,115

210,436

189,115

Tier 1 capital

194,778

190,173

173,240

194,778

173,240

Common equity Tier 1 capital

194,778

190,173

173,240

194,778

173,240

Total capital to risk-weighted assets (3)

13.91

13.75

12.89

13.91

12.89

Tier 1 capital to risk-weighted assets (3)

12.87

12.73

11.81

12.87

11.81

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

12.87

12.73

11.81

12.87

11.81

Leverage ratio (3)

9.44

9.38

8.56

9.44

8.56

FIRST NATIONAL CORPORATION

Performance Summary

(in thousands)

(unaudited)

For the Period Ended

Jun 30, 2026

Mar 31, 2026

Dec 31, 2025

Sept 30, 2025

Jun 30, 2025

Balance Sheet

Cash and due from banks

23,294

22,624

20,836

23,716

34,435

Interest-bearing deposits in banks

142,854

165,185

140,074

165,601

159,880

Cash and cash equivalents

166,148

187,809

160,910

189,317

194,315

Securities available for sale, at fair value

227,792

217,655

217,538

196,476

187,579

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

89,392

101,261

102,872

104,608

106,430

Restricted securities, at cost

5,642

5,624

4,436

5,624

Loans, net of allowance for credit losses

1,472,455

1,449,708

1,435,026

1,418,750

1,428,251

Premises and equipment, net

34,021

34,327

34,561

34,107

34,530

Accrued interest receivable

6,516

6,656

6,467

6,238

6,143

Bank owned life insurance

39,078

38,837

38,577

38,652

38,367

Goodwill

3,030

Core deposit intangibles, net

12,352

12,785

13,219

13,661

14,102

Other assets

19,219

18,113

20,154

21,479

23,070

Total assets

2,075,645

2,075,823

2,037,978

2,030,754

2,041,441

Noninterest-bearing demand deposits

520,548

524,323

509,874

511,482

541,204

Savings and interest-bearing demand deposits

953,639

953,399

926,579

931,241

900,658

Time deposits

356,943

359,570

363,095

366,860

361,304

Total deposits

1,831,130

1,837,292

1,799,548

1,809,583

1,803,166

Other borrowings

25,000

—

25,000

Subordinated debt, net

8,460

8,385

8,312

21,241

21,148

Junior subordinated debt

9,279

Accrued interest payable and other liabilities

8,188

7,305

9,643

9,442

9,316

Total liabilities

1,882,057

1,887,261

1,851,782

1,849,545

1,867,909

Common stock

11,303

11,301

11,282

11,262

11,236

Surplus

78,667

78,400

78,216

78,187

77,578

Retained earnings

116,494

112,288

108,937

104,964

100,810

Accumulated other comprehensive (loss), net

(12,876

)

(13,427

)

(12,239

)

(13,204

)

(16,092

)

Total shareholders’ equity

193,588

188,562

186,196

181,209

173,532

Total liabilities and shareholders’ equity

2,075,645

2,075,823

2,037,978

2,030,754

2,041,441

Loan Portfolio

Real estate loans:

Construction and land development

113,289

97,487

88,424

78,470

78,169

Secured by farmland

10,348

11,554

11,879

12,812

12,514

Secured by 1-4 family residential

522,763

520,821

527,282

533,458

544,577

Other real estate loans

709,772

701,013

685,099

671,723

667,550

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

113,205

114,517

117,256

117,047

119,910

Consumer installment loans

8,105

8,060

8,419

8,358

8,113

Deposit overdrafts

478

547

543

535

454

All other loans

9,438

10,407

10,843

10,794

12,150

Total loans

1,487,398

1,464,406

1,449,745

1,433,197

1,443,437

Allowance for credit losses

(14,943

)

(14,698

)

(14,719

)

(14,447

)

(15,186

)

Loans, net

1,472,455

1,449,708

1,435,026

1,418,750

1,428,251

FIRST NATIONAL CORPORATION

Average Balances, Yields and Rates Paid

(in thousands)

(unaudited)

Three Months Ended

June 30, 2026

March 31, 2026

June 30, 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

256,750

1,843

2.88

259,592

1,786

2.79

220,100

1,313

2.39

Tax-exempt (1)

62,353

372

2.39

61,705

369

2.43

50,871

377

2.98

Restricted

4,468

5.76

4,465

5.85

4,449

6.27

Total securities

323,571

2,279

2.82

325,762

2,219

2.76

275,420

1,760

2.56

Loans:

Taxable

1,473,064

22,103

6.02

1,446,201

20,974

5.88

1,441,800

21,551

6.00

Tax-exempt (1)

3,460

6.31

3,479

6.30

4,095

5.26

Total loans

1,476,524

22,157

6.02

1,449,680

21,028

5.88

1,445,895

21,605

5.99

Federal funds sold

—

Interest-bearing deposits with other institutions

141,289

1,287

3.66

129,920

1,170

3.65

171,817

1,891

4.41

Total earning assets

1,941,385

25,723

5.31

1,905,400

24,417

5.20

1,893,133

25,256

5.35

Less: allowance for credit losses on loans

(15,039

)

(15,039

)

(14,888

)

Total non-earning assets

153,121

136,586

141,099

Total assets

2,079,467

2,026,947

2,019,344

Liabilities and Shareholders’ Equity

Interest bearing deposits:

Checking

416,041

1,101

1.06

403,086

1,078

1.09

364,686

1,208

1.33

Regular savings

212,451

171

0.32

211,058

177

0.34

212,433

191

0.36

Money market accounts

335,904

1,573

1.88

330,735

1,492

1.83

329,273

1,869

2.28

Time deposits

354,558

2,565

2.90

360,515

2,667

3.00

361,571

2,812

3.12

Total interest-bearing deposits

1,318,954

5,410

1.65

1,305,394

5,414

1.68

1,267,963

6,080

1.92

Federal funds purchased

—

Subordinated debt

8,422

170

8.09

8,384

168

8.11

21,304

468

8.80

Junior subordinated debt

9,279

2.96

9,279

2.91

9,279

2.86

Other borrowings

275

3.93

556

3.93

275

4.63

Total interest-bearing liabilities

1,336,932

5,652

1.70

1,323,633

5,653

1.73

1,298,823

6,617

2.04

Non-interest bearing liabilities

Demand deposits

542,600

506,573

540,377

Other liabilities

8,470

8,156

9,224

Total liabilities

1,888,002

1,838,362

1,848,424

Shareholders’ equity

191,465

188,585

170,920

Total liabilities and Shareholders’ equity

2,079,467

2,026,947

2,019,344

Net interest income (1)

20,071

18,764

18,639

Interest rate spread (1)

3.61

3.47

3.31

Cost of funds

1.21

1.25

1.44

Interest expense as a percent of average earning assets

1.17

1.20

1.40

Net interest margin FTE (1)

4.15

3.99

3.95

FIRST NATIONAL CORPORATION

Average Balances, Yields and Rates Paid

(in thousands)

(unaudited)

Six Months Ended

June 30, 2026

June 30, 2025

Average Balance

Interest Income/ Expense

Yield / Rate (7)

Average Balance

Interest Income/ Expense

Yield / Rate (7)

Assets

Securities:

Taxable

258,287

3,629

2.83

219,990

2,627

2.41

Tax-exempt (1)

61,873

741

2.41

51,323

757

2.98

Restricted

4,467

128

5.80

4,311

129

6.04

Total securities

324,627

4,498

2.79

275,624

3,513

2.57

Loans:

Taxable

1,459,707

43,076

5.95

1,448,191

42,127

5.87

Tax-exempt (1)

3,470

109

6.31

4,445

132

5.99

Total loans

1,463,177

43,185

5.95

1,452,636

42,259

5.87

Federal funds sold

—

1,755

4.53

Interest-bearing deposits with other institutions

135,636

2,457

3.65

160,734

3,562

4.47

Total earning assets

1,923,459

50,140

5.26

1,890,749

49,373

5.27

Less: allowance for credit losses on loans

(15,039

)

(15,749

)

Total non-earning assets

137,654

145,425

Total assets

2,046,074

2,020,425

Liabilities and Shareholders’ Equity

Interest bearing deposits:

Checking

409,600

2,180

1.07

366,843

2,439

1.34

Regular savings

211,759

347

0.33

212,513

366

0.35

Money market accounts

333,333

3,066

1.85

334,261

3,831

2.31

Time deposits

357,517

5,231

2.95

362,431

5,481

3.05

Total interest-bearing deposits

1,312,209

10,824

1.66

1,276,048

12,117

1.91

Federal funds purchased

—

Subordinated debt

8,460

338

8.04

22,500

935

8.38

Junior subordinated debt

9,279

135

2.94

9,279

132

2.87

Other borrowings

414

3.93

138

4.63

Total interest-bearing liabilities

1,330,373

11,305

1.71

1,307,966

13,187

2.03

Non-interest bearing liabilities

Demand deposits

517,145

533,596

Other liabilities

8,322

9,150

Total liabilities

1,855,840

1,850,712

Shareholders’ equity

190,234

169,713

Total liabilities and Shareholders’ equity

2,046,074

2,020,425

Net interest income (1)

38,835

36,186

Interest rate spread (1)

3.55

3.24

Cost of funds

1.23

1.44

Interest expense as a percent of average earning assets

1.19

1.41

Net interest margin FTE (1)

4.07

3.86

FIRST NATIONAL CORPORATION

Non-GAAP Reconciliation

(in thousands, except share and per share data)

(unaudited)

For the Three Months Ended

For the Six Months Ended

Jun 30, 2026

Mar 31, 2026

Jun 30, 2025

Jun 30, 2026

Jun 30, 2025

Operating Net Income

Net income (GAAP)

5,743

4,887

5,051

10,630

6,649

Add: Merger-related expenses

—

2,032

Subtract: Tax effect of adjustment (6)

—

(10

)

—

(391

)

Adjusted operating net income (non-GAAP)

5,743

4,887

5,133

10,630

8,290

Adjusted Earnings Per Share, Basic

Weighted average shares, basic

9,041,314

9,031,591

8,987,179

9,036,479

8,983,374

Basic earnings per share (GAAP)

0.64

0.54

0.56

1.18

0.74

Adjusted earnings per share, basic (non-GAAP)

0.64

0.54

0.57

1.18

0.92

Adjusted Earnings Per Share, Diluted

Weighted average shares, diluted

9,068,347

9,047,416

9,001,972

9,057,908

9,003,969

Diluted earnings per share (GAAP)

0.63

0.54

0.56

1.17

0.74

Adjusted diluted earnings per share (non-GAAP)

0.63

0.54

0.57

1.17

0.92

Adjusted Pre-Provision, Pre-Tax Earnings

Net interest income

19,981

18,676

18,548

38,657

35,999

Total noninterest income

4,018

3,824

3,889

7,842

7,500

Net revenue

23,999

22,500

22,437

46,499

43,499

Total noninterest expense

16,437

15,982

15,191

32,419

33,526

Pre-provision, pre-tax earnings (non-GAAP)

7,562

6,518

7,246

14,080

9,973

Add: Merger expenses

—

2,032

Adjusted pre-provision, pre-tax earnings (non-GAAP)

7,562

6,518

7,338

14,080

12,005

Adjusted Performance Ratios

Average assets

2,079,467

2,026,947

2,019,344

2,046,074

2,020,425

Return on average assets (GAAP)

1.11

0.98

1.00

1.05

0.66

Adjusted return on average assets (non-GAAP)

1.11

0.98

1.02

1.05

0.83

Average shareholders’ equity

191,465

188,585

170,920

190,234

169,713

Return on average equity (GAAP)

12.03

10.51

11.85

11.27

7.90

Adjusted return on average equity (non-GAAP)

12.03

10.51

12.05

11.27

9.85

Net Interest Margin

Net interest income

19,981

18,676

18,548

38,657

35,999

Tax-equivalent net interest income (non-GAAP)

20,071

18,764

18,639

38,835

36,186

Average earning assets

1,941,385

1,905,400

1,893,133

1,923,459

1,890,749

Net interest margin

4.13

3.98

3.93

4.05

3.84

Net interest margin fully tax equivalent (non-GAAP)

4.15

3.99

3.95

4.07

3.86

FIRST NATIONAL CORPORATION

Non-GAAP Reconciliation

(in thousands)

(unaudited)

For the Three Months Ended

For the Six Months Ended

Jun 30, 2026

Mar 31, 2026

Jun 30, 2025

Jun 30, 2026

Jun 30, 2025

Adjusted Operating Noninterest Expense

Total noninterest expense (GAAP)

16,437

15,982

15,191

32,419

33,526

Subtract: merger expenses

—

(92

)

—

(2,032

)

Subtract: amortization expense

(433

)

(434

)

(441

)

(867

)

(883

)

Adjusted operating noninterest expense (non-GAAP)

16,004

15,548

14,658

31,552

30,611

Efficiency Ratio

Total noninterest expense (GAAP)

16,437

15,982

15,191

32,419

33,526

Add: other real estate owned income, net

—

Subtract: amortization of intangibles

(433

)

(434

)

(441

)

(867

)

(883

)

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

—

)

—

)

Subtract: merger expenses

—

(92

)

—

(2,032

)

Adjusted operating non-interest expense (non-GAAP)

16,004

15,548

14,651

31,552

30,611

Tax-equivalent net interest income (non-GAAP)

20,071

18,764

18,639

38,835

36,186

Total noninterest income (GAAP)

4,018

3,824

3,889

7,842

7,500

Subtract: (gain) on disposal of premises and equipment

(56

)

—

(56

)

—

Subtract: net (gain) on subordinated debt payoff

—

(80

)

—

(80

)

Subtract: securities (gains), net

—

)

—

)

—

Adjusted income for efficiency ratio (non-GAAP)

24,033

22,580

22,448

46,613

43,606

Efficiency ratio (non-GAAP)

66.59

68.86

65.27

67.69

70.20

FIRST NATIONAL CORPORATION

Non-GAAP Reconciliation

(in thousands, except share and per share data)

(unaudited)

For the Three Months Ended

For the Six Months Ended

Jun 30, 2026

Mar 31, 2026

Jun 30, 2025

Jun 30, 2026

Jun 30, 2025

Tax-Equivalent Net Interest Income

GAAP measures:

Interest income – loans

22,145

21,017

21,594

43,162

42,231

Interest income – investments and other

3,488

3,312

3,571

6,800

6,956

Interest expense – deposits

(5,410

)

(5,414

)

(6,080

)

(10,824

)

(12,118

)

Interest expense – subordinated debt

(170

)

(168

)

(468

)

(338

)

(935

)

Interest expense – junior subordinated debt

(69

)

(66

)

(66

)

(135

)

(132

)

Interest expense – other borrowings

)

Net interest income

19,981

18,676

18,548

38,657

35,999

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)

155

159

Tax benefit realized on non-taxable interest income

178

187

Tax-equivalent net interest income (non-GAAP)

20,071

18,764

18,639

38,835

36,186

Tangible Common Equity and Tangible Assets

Total assets (GAAP)

2,075,645

2,075,823

2,041,441

2,075,645

2,041,441

Subtract: goodwill

(3,030

)

(3,030

)

(3,030

)

(3,030

)

(3,030

)

Subtract: core deposit intangibles, net

(12,352

)

(12,785

)

(14,102

)

(12,352

)

(14,102

)

Tangible assets (Non-GAAP)

2,060,263

2,060,008

2,024,309

2,060,263

2,024,309

Total shareholders’ equity (GAAP)

193,588

188,562

173,532

193,588

173,532

Subtract: goodwill

(3,030

)

(3,030

)

(3,030

)

(3,030

)

(3,030

)

Subtract: core deposit intangibles, net

(12,352

)

(12,785

)

(14,102

)

(12,352

)

(14,102

)

Tangible common equity (Non-GAAP)

178,206

172,747

156,400

178,206

156,400

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

8.65

8.39

7.73

8.65

7.73

Tangible Book Value Per Share

Tangible common equity (non-GAAP)

178,206

172,747

156,400

178,206

156,400

Common shares outstanding, ending

9,042,629

9,040,967

8,989,138

9,042,629

8,989,138

Tangible book value per share (non-GAAP)

19.71

19.11

17.40

19.71

17.40

(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 below, along with the Company's capital ratios as determined under those regulations.

(3) All ratios on June 30, 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

Jul. 29, 2026

Document Information [Line Items]

Entity, Registrant Name

FIRST NATIONAL CORPORATION

Document, Type

8-K

Document, Period End Date

Jul. 29, 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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false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

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Common Stock

Trading Symbol

FXNC

Security Exchange Name

NASDAQ

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xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration