Form 8-K - Current report

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): November 15, 2024

___________

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 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2024, M. Shane Bell notified the Board of Directors of First National Corporation (the “Company”) and its wholly-owned subsidiary, First Bank (the “Bank”), of his resignation as Executive Vice President and Chief Financial Officer of the Company and the Bank, effective December 2, 2024. Mr. Bell’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, and is to pursue another business opportunity.

The Company has appointed Bruce E. Thomas as interim Chief Financial Officer of the Company and the Bank, effective December 2, 2024. Thomas, age 61, has served as Senior Vice President of Finance at First Bank since 2022. From 1990 to 2021 he served as Executive Vice President and Chief Financial Officer at Essex Bank and Community Bankers Trust Corporation.

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: November 15, 2024	By:	/s/ Scott C. Harvard
		Scott C. Harvard
		President and Chief Executive Officer

Document And Entity Information	Nov. 15, 2024
Document Information [Line Items]
Entity, Registrant Name	FIRST NATIONAL CORPORATION
Document, Type	8-K
Document, Period End Date	Nov. 15, 2024
Entity, Incorporation, State or Country Code	VA
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	VA
Entity, Address, Postal Zip Code	22657
City Area Code	540
Local Phone Number	465-9121
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FXNC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000719402