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 13, 2026

___________

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 75.0107 ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders.

~~During~~ An ~~the course of the~~ Annual Meeting of Shareholders onof ~~May~~First ~~13,~~National ~~2026,~~Corporation ~~management of~~ (the "Company") ~~presented~~was ~~financial~~held ~~and~~on ~~other~~May ~~information~~13, to2026, for ~~those~~the ~~present.~~purpose ~~A copy~~ of ~~the~~considering ~~presentation is attached hereto as Exhibit 99.1~~ and isacting ~~incorporated~~upon bythe ~~reference~~following ~~into this Item 7.01.~~matters:

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.

(1)	The election of twelve directors to serve for a term of one year; and

(2)	The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026.

AThe ~~cautionary~~final ~~note~~voting ~~about~~results ~~forward-looking~~for ~~statements: This~~each ~~Current~~proposal, ~~Report~~including ~~may contain forward-looking statements within~~ the ~~meaning~~votes ~~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~~against, ~~about the Company’s financial~~ and ~~business~~any ~~performance as well as economic and market conditions. They often can be identified by the use of words like “expect~~withheld,” ~~“may~~abstained,” ~~“could,” “intend,” “project,” “estimate,” “believe”~~ or ~~“anticipate.”~~broker ~~By their nature, forward~~non-~~looking statements are based on assumptions and are subject to risks~~votes, ~~uncertainties, and other factors. You~~ are ~~cautioned~~described ~~that actual results may differ materially from those contained in the forward-looking statement~~below.

~~Any~~Proposal ~~forward-looking~~1 ~~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~~Election ~~to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence~~ of ~~unanticipated events.~~Directors

The Company's shareholders elected all twelve nominees for director. For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows:

Director Nominee	For	Withheld	Broker Non-Votes
Jason C. Aikens	5,576,274	152,235	1,073,246
Emily Marlow Beck	5,556,759	171,750	1,073,246
Boyce E. Brannock	5,579,486	149,023	1,073,246
W. Michael Funk	5,569,066	159,443	1,073,246
Scott C. Harvard	5,530,679	197,830	1,073,246
George Edwin Holt, III	5,584,248	144,261	1,073,246
Toni T. Lee-Andrews	5,553,067	175,442	1,073,246
Kirtesh Patel	5,576,259	152,250	1,073,246
Gerald F. Smith, Jr.	5,549,411	179,098	1,073,246
Norman D. Wagstaff, Jr.	5,552,777	175,732	1,073,246
James R. Wilkins, III	5,559,781	168,728	1,073,246
William S. Wilkinson	5,564,284	164,225	1,073,246

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's shareholders approved the ratification of the Audit Committee's selection of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026. The votes cast for and against this proposal, as well as the votes abstained, were as follows:

For		Against		Abstain
6,773,790		26,530		1,435

Item 8.01

Other Events.

Dividend Declaration

On May 13, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.17 per common share, which is payable on June 12, 2026, to shareholders of record as of May 29, 2026.

Election of New Chair and Vice Chair of the Board

On May 13, 2026, Board of Directors of the Company elected Gerald F. Smith, Jr. as Chair of the Board of Directors and James R. Wilkins, III as Vice Chair immediately following the Company’s Annual Meeting of Shareholders. The elections follow the retirement of Elizabeth Cottrell, who concluded a distinguished tenure of service as Chairperson of the Board.

The election was announced on May 14, 2026, and a copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
99.1	~~Annual~~Press ~~meeting~~Release ~~presentation~~dated May 14, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 13, 2026	By:	/s/ Brad E. Schwartz
Date: May 14, 2026	By:	/s/ Brad E. Schwartz
		Brad E. Schwartz
		Executive Vice President and Chief Financial Officer

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