EVP-CFO at First National Corp (FXNC) receives 2,183 RSUs grant

Rhea-AI Filing Summary

First National Corp executive Brad E. Schwartz, EVP-CFO, reported an equity award of restricted stock units tied to FXNC common stock. On February 11, 2026, he acquired 2,183 restricted stock units at a price of $0 per unit as a grant or award. Each unit represents a contingent right to receive one share of FXNC common stock.

The award vests in three installments: 728 units on February 15, 2026, 728 units on February 15, 2027, and 727 units on February 15, 2028. After this grant, Schwartz directly beneficially owns 7,183 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^*

Schwartz Brad E

(Last) (First) (Middle)

112 W KING ST

(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)
	EVP - CFO

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		2,183		(2)	(2)	Common Stock	2,183	$0	7,183	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 installments with one installment, with 728 units vesting on February 15, 2026, 728 units vesting on February 15, 2027, and 727 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 EVP-CFO Brad E. Schwartz?

FXNC reported that EVP-CFO Brad E. Schwartz received a grant of 2,183 restricted stock units on February 11, 2026. These units are equity awards, not open-market purchases, and each unit represents a contingent right to receive one share of FXNC common stock.

How many restricted stock units did the FXNC EVP-CFO acquire in this Form 4?

The EVP-CFO acquired 2,183 restricted stock units in this reported transaction. The grant was recorded at a price of $0 per unit, reflecting an award of equity compensation rather than a cash purchase in the market.

What is the vesting schedule for the 2,183 FXNC restricted stock units?

The 2,183 FXNC restricted stock units vest in three annual installments. Vesting occurs with 728 units on February 15, 2026, 728 units on February 15, 2027, and 727 units on February 15, 2028, subject to the award’s terms and continued eligibility.

What does each FXNC restricted stock unit granted to the EVP-CFO represent?

Each restricted stock unit represents a contingent right to receive one share of FXNC common stock. The executive does not receive the underlying shares until the units vest according to the specified schedule and any applicable conditions are satisfied.

How many FXNC derivative securities does the EVP-CFO hold after this grant?

Following the grant, the EVP-CFO beneficially owns 7,183 derivative securities as restricted stock units. This figure reflects his direct holdings in RSUs after adding the 2,183 newly awarded units to his previously reported balance.

Is the FXNC EVP-CFO’s restricted stock unit award a market purchase or a compensation grant?

The transaction is classified as a grant, award, or other acquisition of derivative securities. It is recorded at a price of $0 per unit, indicating equity compensation rather than a purchase on the open market by the executive.