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    First National Corporation filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    5/14/25 10:02:12 AM ET
    $FXNC
    Major Banks
    Finance
    Get the next $FXNC alert in real time by email
    fxnc20250508_8k.htm
    false 0000719402 0000719402 2025-05-14 2025-05-14


     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C.  20549
    ___________
     
    FORM 8-K
     
    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     
    Date of Report (Date of earliest event reported): May 14, 2025
    ___________
     
    FIRST NATIONAL CORPORATION
    (Exact name of registrant as specified in its charter)
     
    Virginia
    (State or other jurisdiction of incorporation)
    1-38874
    (Commission File Number)
    54-1232965
    (IRS Employer Identification No.)
     
    112 West King Street
    Strasburg, Virginia
    (Address of principal executive offices)
     
    22657
    (Zip Code)
     
    (540) 465-9121
     
    Not Applicable
    (Former name or former address, if changed since last report)
     
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
     
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
     
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
     
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
     
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
    Trading Symbol(s)
    Name of each exchange on which registered
    Common Stock, par value $1.25 per share
    FXNC
    The Nasdaq Stock Market LLC
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
     
          Emerging growth company  ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
     


     

     
     
    Item 7.01
    Regulation FD Disclosure.
     
    During the course of the Annual Meeting of Shareholders on May 14, 2025, management of the Company presented financial and other information to those present. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
     
    The information provided pursuant to this Item 7.01 is to be considered “furnished” pursuant to Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any of the Company’s reports or filings under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such report or filing. The filing of this Current Report shall not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by reason of Regulation FD.
     
    A cautionary note about forward-looking statements: This Current Report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can include statements about estimated cost savings, plans and objectives for future operations and expectations about the Company’s financial and business performance as well as economic and market conditions. They often can be identified by the use of words like “expect,” “may,” “could,” “intend,” “project,” “estimate,” “believe” or “anticipate.” By their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. You are cautioned that actual results may differ materially from those contained in the forward-looking statement.
     
    Any forward-looking statements are intended to speak only as of the date of this Current Report, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence of unanticipated events.
     
     
    Item 9.01
    Financial Statements and Exhibits.
     
    (d)
    Exhibits. 
     
    Exhibit No.
    Description
     
     
    99.1
    Annual meeting presentation
       
    104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
     
    2

     
     
    SIGNATURES
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
     
    FIRST NATIONAL CORPORATION
     
    (Registrant)
     
     
     
     
     
     
     
     
     
    Date:  May 14, 2025
    By:
    /s/ Brad E. Schwartz
     
     
     
    Brad E. Schwartz
     
     
     
    Executive Vice President and Chief Financial Officer
     
     
     
     
     
     
    3
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