HARVARD SCOTT C 4

What Happened

• Scott C. Harvard, President & CEO and a director of First National Corp (FXNC), received an award/acquisition of 5,225 shares (code A) on 2026-02-15 at $0.00 per share (typical for RSU vesting/net settlement).
• To satisfy tax withholding obligations (code F), 1,868 of those shares were surrendered/withheld at $28.21 per share, yielding $52,696. The implied market value of all 5,225 shares at $28.21 is about $147,397.
• This is not an open-market sale of existing shares but a net share settlement to cover taxes — a routine administrative step rather than an investment decision.

Key Details

• Transaction date: 2026-02-15; Form 4 filed: 2026-02-17 (timely, within the SEC two-business-day window).
• Award: 5,225 shares acquired (code A) at $0.00 per share.
• Withholding/disposition: 1,868 shares disposed (code F) at $28.21/share for $52,696 to cover tax liability.
• Shares owned following the reported transactions: see the filed Form 4 for the reported post-transaction total (not provided here).
• Notes: Codes — A = award/acquisition; F = payment of exercise price or tax liability (share withholding). No 10b5-1 plan or other footnotes were cited in this summary.

Context

• This pattern (receiving an award and having a portion withheld for taxes) is common for restricted stock unit vesting or similar equity awards and should be viewed as routine administrative withholding rather than a directional insider sale.
• For investors tracking insider activity, the primary signal here is the receipt of equity by the CEO (acquisition), partially offset by shares withheld for taxes.