false 0000719402 0000719402 2023-09-28 2023-09-28
 
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): September 28, 2023
___________
 
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)
 
Registrant’s telephone number, including area 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.
 
On September 28, 2023, First National Corporation (the “Company”) posted an updated investor presentation in the investor relations section of its website. The investor presentation, which includes information regarding the Company’s financial results, business strategies and trends, is intended to be made available to shareholders, analysts and investors. A copy of the presentation to investors is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
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
 
 
First National Corporation investor 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:  September 28, 2023
By:
/s/ M. Shane Bell
 
 
 
M. Shane Bell
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
3

 Exhibit 99.1

 

 

 

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v3.23.3
Document And Entity Information
Sep. 28, 2023
Document Information [Line Items]  
Entity, Registrant Name FIRST NATIONAL CORPORATION
Document, Type 8-K
Document, Period End Date Sep. 28, 2023
Entity, Incorporation, State or Country Code VA
Entity, File Number 1-38874
Entity, Tax Identification Number 54-1232965
Entity, Address, Address Line One 112 West King Street
Entity, Address, City or Town Strasburg
Entity, Address, State or Province VA
Entity, Address, Postal Zip Code 22657
City Area Code 540
Local Phone Number 465-9121
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol FXNC
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000719402
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