First National Corp Enters Material Definitive Agreement

TL;DR

FXNC signed a big deal, details TBD. Could be good, could be bad.

AI Summary

First National Corporation (FXNC) announced on March 25, 2024, that it entered into a Material Definitive Agreement. The filing does not disclose specific details of the agreement, the other party involved, or any associated financial figures. Further information regarding this agreement is expected to be provided in subsequent filings or exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for First National Corp, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• FIRST NATIONAL CORPORATION (company) — Registrant
• FXNC (company) — Ticker Symbol
• March 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.25 — h registered Common Stock , par value $1.25 per share FXNC The Nasdaq Stock Mark
• $1.9 million — pay First National a termination fee of $1.9 million. The foregoing description of the Agr
• $325,000 — be entitled to an annual base salary of $325,000, and be eligible to earn bonuses and eq

Filing Documents

• fxnc20240322_8k.htm (8-K) — 56KB
• ex_643915.htm (EX-2.1) — 820KB
• ex_643916.htm (EX-99.1) — 25KB
• ex_643917.htm (EX-99.2) — 13KB
• logo.jpg (GRAPHIC) — 12KB
• slide01.jpg (GRAPHIC) — 55KB
• slide02.jpg (GRAPHIC) — 84KB
• slide03.jpg (GRAPHIC) — 59KB
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• slide10.jpg (GRAPHIC) — 48KB
• slide11.jpg (GRAPHIC) — 49KB
• slide12.jpg (GRAPHIC) — 14KB
• slide13.jpg (GRAPHIC) — 63KB
• slide14.jpg (GRAPHIC) — 71KB
• slide15.jpg (GRAPHIC) — 59KB
• slide16.jpg (GRAPHIC) — 53KB
• slide17.jpg (GRAPHIC) — 44KB
• slide18.jpg (GRAPHIC) — 58KB
• slide19.jpg (GRAPHIC) — 24KB
• touchstonelogo.jpg (GRAPHIC) — 10KB
• 0001437749-24-009432.txt ( ) — 2611KB
• fxnc-20240325.xsd (EX-101.SCH) — 3KB
• fxnc-20240325_def.xml (EX-101.DEF) — 11KB
• fxnc-20240325_lab.xml (EX-101.LAB) — 15KB
• fxnc-20240325_pre.xml (EX-101.PRE) — 11KB
• fxnc20240322_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. O n March 25, 2024, First National Corporation ("First National"), the parent holding company for First Bank, and Touchstone Bankshares, Inc. ("Touchstone"), the parent holding company for Touchstone Bank, entered into an Agreement and Plan of Merger (the "Agreement"), which provides that, subject to the terms and conditions set forth in the Agreement, Touchstone will merge with and into First National (the "Merger") with First National being the surviving corporation in the Merger. In addition, simultaneously with or immediately following the Merger of Touchstone with and into First National, Touchstone Bank will be merged with and into First Bank. The boards of directors of First National and Touchstone have unanimously approved the Agreement. The Agreement and the transactions contemplated thereby are subject to the approval of the respective shareholders of First National and Touchstone, regulatory approvals, and other customary closing conditions. Pursuant to the Agreement, three directors of Touchstone will be (i) invited to serve on the boards of directors of First National and First Bank and (ii) nominated and recommended by First National for reelection at the first annual meeting of First National shareholders following the closing of the Merger. Merger Consideration Additionally, in connection with the Merger, subject to the terms and conditions of the Agreement, all restricted stock awar

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Certain information contained in this communication may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to our plans, objectives, expectations and intentions, are not historical facts, and identified by words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," and "projects," as well as similar expressions. Although First National believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of First National will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. For details on other factors that could affect expectations or could cause results to differ materially from those described in the forward-looking statements, see the risk factors and other cautionary language appearing in First National's Annual Reports on Form 10-K most recently filed with the U.S. Securities and Exchange Commission (the "SEC") and Quarterly Reports on Form 10-Q filed with the SEC for the first, second and third quarters of 2023, available at the SEC's Internet site (http://www.sec.gov), and may include additional or updated disclosures of such material risks in subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that First National may file with the SEC after the date of this communication. In addition to factors previously disclosed in the reports filed by First National with SEC, additional risks and uncertainties may include, but are not limited to: (1) the risk that the cost savings and any revenue synergies from the proposed Merger may not be realized

01

Item 8.01 Other Events. On March 26, 2024, First National issued a press release announcing the execution of the Agreement with Touchstone. The complete text of the press release is attached to this report as Exhibit 99.1. In addition, First National is providing supplemental information regarding the proposed Merger in the investor presentation slides attached hereto as Exhibit 99.2.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed as part of this report: Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of March 25, 2024, by and between First National Corporation and Touchstone Bankshares, Inc. 99.1 Press Release dated March 26, 2024. 99.2 Investor Presentation dated March 26, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST NATIONAL CORPORATION (Registrant) Date : March 26, 2024 By: /s/ M. Shane Bell M. Shane Bell Executive Vice President and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR