Gerald F. Smith Jr Reports 41,655 Direct Shares, Multiple Trust Holdings

Rhea-AI Filing Summary

Gerald F. Smith Jr., a director of First National Corp (FXNC), reported an acquisition of 1,500 shares of common stock on 08/13/2025 at a reported price of $0, bringing his direct beneficial ownership to 41,655 shares. The Form 4 was filed by one reporting person and signed by Christopher L Sugg by power of attorney.

The filing lists multiple indirect holdings held through family trusts: 15,046, 245,124, 68,670, 17,724, 900, and 12,372 shares, with explanatory notes that Smith or his spouse serve as trustee or co-trustee and that the reporting person disclaims beneficial ownership for certain accounts. No derivative securities were reported.

Positive

• Acquisition reported: Reporting person acquired 1,500 shares of FXNC common stock on 08/13/2025 (reported price $0)
• Substantial trust holdings disclosed: Multiple indirect holdings are listed (15,046; 245,124; 68,670; 17,724; 900; 12,372 shares), showing significant family/trust exposure

Negative

• None.

Insights

Financial Analyst

TL;DR: Director Gerald F. Smith Jr reported a 1,500-share acquisition and continues to hold material trust-based positions; transaction appears routine.

The Form 4 records a direct acquisition of 1,500 common shares on 08/13/2025 at a reported price of $0, raising direct beneficial ownership to 41,655 shares. The filing discloses substantial indirect holdings across multiple trusts, which indicate concentrated family ownership and potential long-term alignment with shareholders. No options or other derivatives were reported, so there is no immediate change to potential dilution or option-related incentives.

Corporate Governance Expert

TL;DR: Filing emphasizes trustee roles and disclaimers, documenting ownership held via multiple family trusts rather than solely individual holdings.

The disclosures include explicit trustee relationships: co-trustee and trustee roles for the reporting person and spouse, plus a disclaimer of beneficial ownership for certain trust-held shares. These details clarify lines of control and beneficial interest without indicating any governance changes or departures. The lack of derivative transactions simplifies the ownership picture to direct and trust-held equity.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Smith Gerald F JR

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		A		1,500	A	$0	41,655	D
Common Stock, $1.25 par value								15,046	I	By G.F. Smith Jr. Revocable Trust(1)
Common Stock, $1.25 par value								245,124	I	By G.F. Smith Jr. GST Trust(1)
Common Stock, $1.25 par value								68,670	I	By Kaye DeHaven Smith Revocable Trust(2)
Common Stock, $1.25 par value								17,724	I	By The Smith 2012 Spousal Trust uad 12/03/2012(3)
Common Stock, $1.25 par value								900	I	By Kaye DeHaven Smith Irrevocable Trust FBO Elise D. Smith (Daughter)(1)(4)
Common Stock, $1.25 par value								12,372	I	By The Smith 2012 GST Trust uad 12/03/2012(5)

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:

1. The reporting person serves as a co-trustee of this trust.

2. The reporting person's spouse serves as trustee of this trust.

3. The reporting person's spouse serves as co-trustee of this trust.

4. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

5. The reporting person serves as trustee of this trust.

	/s/ Christopher L Sugg, by Power of Attorney	08/14/2025
	** 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 transaction did Gerald F. Smith Jr report on Form 4 for FXNC?

The Form 4 reports an acquisition of 1,500 shares of FXNC common stock on 08/13/2025 at a reported price of $0.

How many FXNC shares does Gerald F. Smith Jr directly own after the reported transaction?

The filing shows direct beneficial ownership of 41,655 shares following the reported acquisition.

Does the Form 4 show any derivative securities for FXNC?

No. Table II lists no derivative securities; the filing reports only non-derivative common stock holdings and transactions.

What indirect or trust holdings does the Form 4 disclose for Gerald F. Smith Jr?

The filing discloses indirect holdings via trusts of 15,046, 245,124, 68,670, 17,724, 900, and 12,372 shares, with notes on trustee roles.

Who signed the Form 4 filed for Gerald F. Smith Jr?

The Form 4 is signed /s/ Christopher L Sugg, by Power of Attorney on behalf of the reporting person.