First National (NASDAQ: FXNC) COO reports share grant and tax withholding

Rhea-AI Filing Summary

First National Corp executive Dennis A. Dysart reported equity transactions in company stock. As Senior EVP/COO, he received a grant of 2,445 shares of common stock at $0 per share on February 15, 2026, increasing his direct holdings to 44,282 shares. On the same date, 868 shares at $28.21 per share were withheld and disposed of to cover tax obligations, leaving him with 43,414 directly owned shares after these transactions.

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

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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)
02/15/2026

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
Common Stock, $1.25 par value	02/15/2026		A		2,445	A	$0	44,282	D
Common Stock, $1.25 par value	02/15/2026		F		868	D	$28.21	43,414	D

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

Explanation of Responses:

	/s/ Christopher Suggs by Power of Attorney	02/17/2026
	** 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 executive Dennis A. Dysart report?

Dennis A. Dysart reported a stock grant and related tax withholding. He acquired 2,445 FXNC common shares at $0 per share, then 868 shares at $28.21 per share were disposed of to satisfy tax obligations, as disclosed in a Form 4 filing.

How many FXNC shares did Dennis A. Dysart acquire in the latest Form 4?

He acquired 2,445 FXNC common shares through a grant at no cost. This award increased his direct holdings before tax withholding, reflecting typical equity-based compensation for senior executives at the company.

Why were 868 FXNC shares disposed of in Dennis A. Dysart’s filing?

The 868 FXNC shares were disposed of to cover tax liabilities related to the share grant. The shares were valued at $28.21 each, and this tax-withholding disposition is coded as an “F” transaction in the Form 4.

What is Dennis A. Dysart’s FXNC share ownership after the reported transactions?

After the grant and tax withholding, Dennis A. Dysart directly owns 43,414 FXNC common shares. The Form 4 identifies this as direct ownership, reflecting his remaining stake following the equity compensation and related tax disposition.

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

Dennis A. Dysart serves as Senior Executive Vice President and Chief Operating Officer at First National Corp. His Form 4 filing reflects equity compensation and related tax withholding tied to this executive officer position.

What do the “A” and “F” transaction codes mean in the FXNC Form 4?

Code “A” indicates a grant, award, or other acquisition of FXNC shares, here at $0 per share. Code “F” shows a tax-withholding disposition, where 868 shares were delivered to cover tax or exercise-related obligations.