FXNC (FIRST NATIONAL CORP) CEO reports stock grant and tax withholding shares

Rhea-AI Filing Summary

FIRST NATIONAL CORP /VA/ President & CEO Harvard Scott C reported stock-based compensation activity in company shares. On February 15, 2026, he received a grant or award of 5,225 shares of common stock at $0 per share, then had 1,868 shares withheld in a tax-withholding disposition at $28.21 per share. After these transactions, he directly owned 72,105.7357 shares of common stock.

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^*

HARVARD SCOTT C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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		5,225	A	$0	73,973.7357	D
Common Stock, $1.25 par value	02/15/2026		F		1,868	D	$28.21	72,105.7357	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 activity did FXNC President & CEO Harvard Scott C report?

Harvard Scott C reported a grant of 5,225 shares of FIRST NATIONAL CORP common stock and a tax-related disposition of 1,868 shares on February 15, 2026. These transactions reflect stock-based compensation and tax withholding, not an open-market purchase or sale.

How many FXNC shares does the CEO own after the reported Form 4 transactions?

After the reported transactions, the CEO directly owns 72,105.7357 shares of FIRST NATIONAL CORP common stock. This figure reflects the grant of 5,225 shares and the disposition of 1,868 shares for tax withholding on February 15, 2026.

Was the FXNC CEO’s Form 4 transaction a stock grant or an open-market trade?

The primary transaction was a stock grant or award of 5,225 shares at $0 per share. A second transaction disposed of 1,868 shares to cover tax obligations, rather than representing an open-market buy or sell of FIRST NATIONAL CORP stock.

What does the tax-withholding disposition on the FXNC Form 4 mean?

The tax-withholding disposition of 1,868 shares at $28.21 per share means some shares from the award were surrendered to satisfy tax liabilities. This is common in equity compensation and does not represent a typical open-market sale by the CEO.

Is the FXNC CEO’s ownership reported on the Form 4 direct or indirect?

The Form 4 shows the CEO’s ownership as direct, labeled with ownership code "D". The reported 72,105.7357 shares of FIRST NATIONAL CORP common stock are held directly, with no separate entity or indirect ownership structure indicated in the provided data.