FIRST NATIONAL CORP /VA/ Files 8-K on Acquisitions, Officer Changes

TL;DR

FNBC announces asset deals, board shakeups, and bylaw changes effective Oct 1st.

AI Summary

On October 1, 2024, FIRST NATIONAL CORP /VA/ filed an 8-K report detailing several significant events. These include the completion of an acquisition or disposition of assets, changes in directors and officers, amendments to its articles of incorporation or bylaws, and other material events. The filing also includes financial statements and exhibits related to these changes.

Why It Matters

This 8-K filing signals significant corporate actions, including potential mergers, acquisitions, or divestitures, and changes in leadership, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like acquisitions and changes in officers and bylaws, which can introduce uncertainty and potential risks.

Key Numbers

• 001-38874 — SEC File Number (Identifies the company's filing with the SEC.)
• 54-1232965 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• FIRST NATIONAL CORP /VA/ (company) — Registrant
• October 1, 2024 (date) — Date of earliest event reported
• Virginia (location) — State of incorporation
• 5404659121 (phone_number) — Business phone number

FAQ

Key Financial Figures

• $1.25 — ch registered Common Stock , par value $1.25 per share FXNC The Nasdaq Stock Mark

Filing Documents

• fxnc20240827_8k.htm (8-K) — 43KB
• ex_718776.htm (EX-3.1) — 28KB
• ex_728481.htm (EX-99.1) — 14KB
• pic1.jpg (GRAPHIC) — 7KB
• 0001437749-24-030313.txt ( ) — 243KB
• fxnc-20241001.xsd (EX-101.SCH) — 3KB
• fxnc-20241001_def.xml (EX-101.DEF) — 12KB
• fxnc-20241001_lab.xml (EX-101.LAB) — 15KB
• fxnc-20241001_pre.xml (EX-101.PRE) — 12KB
• fxnc20240827_8k_htm.xml (XML) — 3KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. Effective October 1, 2024, First National Corporation (the "Company" or "First National"), completed its previously announced merger with Touchstone Bankshares, Inc. ("Touchstone"), pursuant to that certain Agreement and Plan of Merger, dated as of March 25, 2024 (the "Merger Agreement"), by and between the Company and Touchstone, whereby Touchstone Bankshares, Inc. merged with and into First National Corporation (the "Merger"), with First National Corporation surviving. Under the terms of the Merger Agreement, each outstanding share of Touchstone common stock and preferred stock (on an as-converted, one-for-one basis, which shares of preferred stock converted automatically to common stock at the effective time of the Merger) (collectively, "Touchstone Stock") was converted into the right to receive, without interest, a number of shares of First National common stock equal to the exchange ratio of 0.8122 shares of First National common stock per one share of Touchstone Stock (the "Merger Consideration"). Cash will also be paid in lieu of fractional shares. On or around September 11, 2024, transmittal materials were mailed to each holder of record of Touchstone Stock outlining the procedures to surrender certificates representing shares of Touchstone Stock for the Merger Consideration they are entitled to receive. The foregoing description of the Merger Agreement and the transactions described herein do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. This Current Report on Form 8-K is being filed in connection with the closing of the previously announced proposed Merger in accordance with the terms and conditions set forth in the Merger Agreement. Effective upon the consummation of the Merger on October 1, 2024, the Company's board of directors increased in size from 10 to 13 directors and Ms. Toni T. Lee-Andrews, along with Messrs. William S. Wilkinson and Norman D. Wagstaff, Jr., each a former director of Touchstone, were appointed as directors of the Company, to fill the resulting vacancies on the board. No committee assignments have been made yet for Ms. Lee-Andrews, or Messrs. Wilkinson and Wagstaff. Each of Ms. Lee-Andrews and Messrs. Wilkinson and Wagstaff will receive compensation as non-employee directors consistent with the Company's standard compensation practices for non-employee directors. A description of the Company's standard compensation practices for non-employee directors can be found in the section titled "Director Compensation" in the Company's definitive proxy statement in connection with its 2024 annual meeting of shareholders filed with the U.S. Securities and Exchange Commission ("SEC") on March 29, 2024 , and is hereby incorporated by reference. The information relating to each of Ms. Lee-Andrews and Messrs. Wilkinson and Wagstaff under the heading "Interests of Touchstone Directors and Executive Officers in the Merger," included in the Company's Registration Statement on Form S-4 (333-280378) filed in connection with the proposed Merger, including under the subheading "Membership of the Board of Directors of the Combined Company and Bank," included thereunder, is hereby incorporated by reference.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 1, 2024, the Board of Directors of the Company amended Article II(A) of the Company's By-laws, which was effective upon consummation of the Merger. The amendment to Article II(A) increased the size of the Board from 10 to 13 members. A copy of the By-laws, as amended to date, is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference. The foregoing description of the By-laws is qualified in its entirety by reference to the full text of the By-laws filed with this Current Report on Form 8-K.

01

Item 8.01 Other Events On October 1, 2024, the Company issued a press release announcing the completion of the Merger, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. See Exhibit Index Below. Cautionary Note Regarding Forward-Looking Statements Additional factors that could cause results to differ materially from those described above can be found in the risk factors described in Item 1A. of the Company's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023 and in the joint proxy statement of the Company and Touchstone and a prospectus of the Company regarding the proposed merger that was filed with the SEC on July 9, 2024 pursuant to Rule 424(b)(3) by the Company. All subsequent written and oral forward-looking statements concerning the Company, Touchstone or any person acting on their behalf is expressly qualified in their entirety by the cautionary statements

SIGNATURES

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 Date: October 1, 2024 By: /s/ M. Shane Bell M. Shane Bell Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR