[8-K] FIRST NATIONAL CORP /VA/ Reports Material Event

Rhea-AI Filing Summary

First National Corporation, parent of First Bank, announced a strategic branch optimization plan. The Bank will sell two banking offices in Roanoke Rapids and Louisburg, North Carolina, and consolidate three Virginia offices into nearby locations, reducing total banking offices from 33 to 28.

The moves are part of a plan to streamline operations, reduce overhead, and reallocate resources toward digital banking and growth markets. The transactions are expected to close in the second half of 2026, subject to regulatory approval, with a one-time gain on the branch sales partly offset by consolidation costs and no layoffs for affected employees.

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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): February 11, 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 8.01 Other Events.

First National Corporation (NASDAQ: FXNC) is the parent company of First Bank (the “Bank”). 

On February 11, 2026, the Board of Directors of First Bank approved a purchase and assumption agreement to sell two banking offices in Roanoke Rapids and Louisburg, North Carolina, including most of the deposit and loan accounts associated with those offices, to a Virginia-based financial institution.  The Bank also announced the closing and consolidation of three Virginia banking offices into nearby banking office locations.  This will reduce the number of banking offices from 33 to 28, and is subject to customary closing conditions, customer notification requirements, and regulatory approval. 

These transactions are expected to be closed in the second half of 2026.  These actions were taken as a component of the Bank’s strategic plan to optimize the bank's office footprint.  The goals of the branch optimization plan are to streamline operations, improve efficiency and allocate resources to other growing markets. 

A press release is attached.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished pursuant to Item 8.01 above.

Exhibit No.	Description
99.1	Press Release dated February 12, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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:  February 12, 2026	By:	/s/ Brad E. Schwartz
		Brad E. Schwartz
		Executive Vice President and Chief Financial Officer

3

Exhibit 99.1

First Bank Announces Strategic Branch Optimization Plan

STRASBURG, Va., February 12, 2026 --- First National Corporation (NASDAQ: FXNC), the parent company of First Bank (the “Bank”), a locally owned and operated community bank, today announced plans to sell two of its banking offices and consolidate three others into nearby locations. These actions are designed to streamline operations, reduce overhead, and allow the Bank to better allocate resources toward delivering enhanced customer service, innovative digital banking solutions, and continued support for the communities it serves.

The transactions, which include the sale of two standalone banking offices in North Carolina located in Roanoke Rapids and Louisburg, and the consolidation of three offices in Virginia into proximate existing branches, are expected to close in the second half of 2026 following receipt of required regulatory approvals, customer notification and vendor conversion availability. This will reduce the number of banking offices from 33 to 28. The Bank recently closed two loan production offices in North Carolina as part of this branch optimization plan.

Importantly, there will be no layoffs because of these changes. All affected employees of the branches being sold will be offered employment with the buyer, and all impacted employees at the consolidated offices will be offered positions within the Bank’s network, ensuring continuity of employment and preserving the talented teams that our customers know and trust.

“These strategic decisions reflect our ongoing commitment to operating as an efficient, forward-thinking community bank while maintaining the personal touch and local focus that define us,” said Scott C. Harvard, Chief Executive Officer. “By optimizing our delivery footprint, we can invest more effectively in technology, staff training, and community initiatives that directly benefit our customers and neighbors. We remain fully dedicated to providing convenient, high-quality banking services across all our markets.”

The Bank will work closely with customers impacted by these changes to ensure a seamless transition, including guidance on account access and continued availability of services through online and mobile banking platforms, ATMs, and other channels. First Bank customers at the affected branches will receive additional information ahead of the transition to help ensure a smooth changeover.

The Bank is expected to book a one-time gain on the sale of the two North Carolina offices, which will be partially offset by any costs related to the consolidation of the three banking offices. This is expected to be completed in the second half of the year.

About First Bank

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.

CONTACTS

Scott C.  Harvard	Dennis Dysart
President and CEO	Senior Executive Vice President
(540) 545-7695	(540) 465-6134
sharvard@fbvirginia.com	ddysart@fbvirginia.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 10.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB