[SCHEDULE 13G/A] FIRST NATIONAL CORP /VA/ Amended Passive Investment Disclosure
Fourthstone reports 8.56% stake in First National
First National Corporation ownership disclosure: Fourthstone LLC and related reporting persons report beneficial ownership of 774,119 shares of Common Stock, representing 8.56% of the class based on 9,040,967 shares outstanding as of March 16, 2026.
First National Corporation ownership disclosure: Fourthstone LLC and related reporting persons report beneficial ownership of 774,119 shares of Common Stock, representing 8.56% of the class based on 9,040,967 shares outstanding as of March 16, 2026. The filing states these shares were acquired in the ordinary course by Fourthstone as an investment adviser and are not held to influence control.
Positive
None.
Negative
None.
Insights
Passive investor stake disclosed; ownership derived from advisory holdings.
Fourthstone LLC is reported to beneficially own 774,119 shares, equal to 8.56% of the outstanding Common Stock as of March 16, 2026. The cover pages break ownership across related entities and an individual (L. Phillip Stone, IV) with shared voting and dispositive power.
The filing emphasizes the position was acquired in the ordinary course and not for control. Future changes in reported percentages will appear in amended schedules if shares are bought or sold.
Disclosure clarifies ownership scale and reporting structure for investors.
The report ties the percentage to 9,040,967 shares outstanding and lists subsidiary/partner holdings: Fourthstone Master Opportunity Fund (571,204), Fourthstone GP LLC (202,915), and others, with totals shown per cover page. Signatures are dated May 15, 2026.
Cash‑flow treatment or transaction timing beyond the stated acquisition-in‑ordinary-course language is not provided in the excerpt; subsequent Schedule 13 filings would show material changes.
Key Figures
Fourthstone shares beneficially owned:774,119 sharesPercent of class:8.56%Shares outstanding used for calc:9,040,967 shares+3 more
6 metrics
Fourthstone shares beneficially owned774,119 sharesreported for Fourthstone LLC
Percent of class8.56%based on 9,040,967 shares outstanding as of March 16, 2026
Shares outstanding used for calc9,040,967 sharesas of March 16, 2026 per issuer Form 10‑K
Fourthstone Master Opportunity Fund Ltd ownership571,204 sharesreported as held by the Cayman entity
Fourthstone GP LLC ownership202,915 sharesreported for Fourthstone GP LLC
Filing signature dateMay 15, 2026signatures by reporting persons
"Amount beneficially owned: Fourthstone LLC acquired the Issuer's shares in the ordinary course"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
ordinary courseregulatory
"acquired the Issuer's shares in the ordinary course of business as a registered investment adviser"
shared dispositive powerfinancial
"Shared Dispositive Power 774,119.00"
Schedule 13G/Aregulatory
"This is being filed by Fourthstone LLC, a Delaware Limited Liability Company and Investment Adviser"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
FAQ
What stake does Fourthstone LLC report in First National Corporation (FXNC)?
Fourthstone LLC reports beneficial ownership of 774,119 shares, representing 8.56% of FXNC common stock based on 9,040,967 shares outstanding as of March 16, 2026.
Which related entities are named in the Fourthstone Schedule 13G/A for FXNC?
The filing lists Fourthstone Master Opportunity Fund Ltd, Fourthstone GP LLC, Fourthstone QP Opportunity Fund, and Fourthstone Small‑Cap Financials Fund, each with disclosed share counts and percent ownership.
Does the filing say Fourthstone is seeking to influence control of FXNC?
No. The reporting persons certify the shares were acquired in the ordinary course as an investment adviser and are not held to influence control of the issuer.
What shares‑outstanding figure does the filing use to calculate percentages?
Percentages are calculated using 9,040,967 shares outstanding as of March 16, 2026, based on the issuer's Form 10‑K filed March 25, 2026.
Who signed the Schedule 13G/A for Fourthstone and when?
Signatures include Amy M. Stone (Chief Executive Officer) and L. Phillip Stone, IV (Managing Member), with signature dates shown as May 15, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
First National Corporation
(Name of Issuer)
Common stock, par value $1.25 per share
(Title of Class of Securities)
32106V107
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
32106V107
1
Names of Reporting Persons
Fourthstone LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
774,119.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
774,119.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
774,119.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.56 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
32106V107
1
Names of Reporting Persons
Fourthstone Master Opportunity Fund Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
571,204.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
571,204.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
571,204.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.32 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
32106V107
1
Names of Reporting Persons
Fourthstone GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
202,915.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
202,915.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
202,915.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.24 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
32106V107
1
Names of Reporting Persons
Fourthstone QP Opportunity Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
157,838.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
157,838.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
157,838.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.75 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
32106V107
1
Names of Reporting Persons
Fourthstone Small-Cap Financials Fund LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
45,077.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
45,077.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
45,077.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.50 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
CUSIP Number(s):
32106V107
1
Names of Reporting Persons
L. Phillip Stone, IV
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
774,199.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
774,119.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
774,199.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.56 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: See Item 4 for a description of the information reported in rows (6), (8), (9) and (11).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
First National Corporation
(b)
Address of issuer's principal executive offices:
112 West King Street, Strasburg, Virginia 22657
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by Fourthstone LLC, a Delaware Limited Liability Company and Investment Adviser ("Fourthstone"). The persons reporting information on this Schedule 13G include, in addition to Fourthstone, a company incorporated in the Cayman Islands ("Fourthstone Master Opportunity Fund"), a Delaware Limited Partnership ("Fourthstone QP Opportunity"), a Delaware Limited Partnership ("Fourthstone Small-Cap Financials"), a Delaware Limited Liability Company ("Fourthstone GP, " General Partner of Fourthstone QP Opportunity and Fourthstone Small-Cap Financials), and L. Phillip Stone, IV, a citizen of the United States of America, who is the Managing Member of Fourthstone and Fourthstone GP (each, a "Reporting Person" and, together, the "Reporting Persons"). Fourthstone directly holds 774,119 shares of Common Stock on behalf of its advisory clients. Each of the Reporting Persons listed in this filing certify the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that effect.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows: The registered office of Fourthstone LLC, Fourthstone Master Opportunity Fund Ltd., Fourthstone GP LLC, Fourthstone QP Opportunity Fund LP, Fourthstone Small-Cap Financials Fund LP is 575 Maryville Centre Drive, Suite 110, St. Louis, MO 63141.
(c)
Citizenship:
See response to Item 4 of each of the cover pages.
(d)
Title of class of securities:
Common stock, par value $1.25 per share
(e)
CUSIP No.:
32106V107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Fourthstone LLC acquired the Issuer's shares in the ordinary course of business as a registered investment adviser and not with the purpose nor with the effect of influencing the control of the Issuer. Fourthstone GP LLC is the general partner of and may be deemed to beneficially own securities owned by Fourthstone QP Opportunity Fund LP and Fourthstone Small-Cap Financials Fund LP. L. Phillip Stone, IV, is the Managing Member of Fourthstone LLC and Fourthstone GP and may be deemed to beneficially own securities owned by Fourthstone. The percentages reported in Row 11 of each cover page are based on 9,040,967 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of March 16, 2026, based on the Issuer's Form 10-K filed on March 25, 2026.
(b)
Percent of class:
8.56 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
