First National Corp (FXNC) COO granted 2,474 restricted stock units

Rhea-AI Filing Summary

First National Corp executive Dennis A. Dysart, Senior EVP/COO, received a grant of 2,474 restricted stock units on February 11, 2026. Each unit represents a contingent right to one share of FXNC common stock. The units vest in three annual installments: 825 on February 15, 2026, 825 on February 15, 2027, and 824 on February 15, 2028. Following this award, Dysart directly holds 13,747 derivative securities in the form of restricted stock units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DYSART DENNIS A

(Last) (First) (Middle)

112 WEST KING STREET

(Street)

STRASBURG VA 22657

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST NATIONAL CORP /VA/ [ FXNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior EVP/COO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/11/2026		A		2,474		(2)	(2)	Common Stock	2,474	$0	13,747	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of FXNC common stock.

2. The restricted stock units vest in three equal annual installments with 825 units vesting on February 15, 2026, 825 units vesting on February 15, 2027, and 824 units vesting on February 15, 2028.

	/s/ Christopher Suggs by Power of Attorney	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FXNC report for Dennis A. Dysart?

Dennis A. Dysart received 2,474 restricted stock units from FXNC. The grant occurred on February 11, 2026, as a stock-based award, increasing his directly held restricted stock units to 13,747 after the transaction.

What role does Dennis A. Dysart hold at First National Corp (FXNC)?

Dennis A. Dysart serves as Senior EVP/COO of FXNC. The Form 4 identifies him as an officer, not a director or 10% owner, and reports his equity compensation through restricted stock units tied to FXNC common stock.

How do the 2,474 FXNC restricted stock units vest for Dennis A. Dysart?

The 2,474 FXNC restricted stock units vest over three years. Vesting occurs in three annual installments: 825 units on February 15, 2026, 825 units on February 15, 2027, and 824 units on February 15, 2028.

What does each restricted stock unit represent in the FXNC Form 4 filing?

Each restricted stock unit represents one FXNC common share. The filing states that every unit is a contingent right to receive a single share of First National Corp common stock, subject to the specified vesting schedule.

How many FXNC derivative securities does Dennis A. Dysart own after this grant?

Dennis A. Dysart beneficially owns 13,747 derivative securities after the grant. These are restricted stock units held directly, reflecting his total derivative equity position following the 2,474-unit award.

Is Dennis A. Dysart’s FXNC restricted stock unit award a purchase or a grant?

The 2,474 restricted stock units are a grant, not an open-market purchase. The transaction code is “A” for a grant, award, or other acquisition, with a price per unit of $0.0000.