8-K
filed October 1, 2024, 7:59 PM ET
ticker FXNC
CIK 0000719402
M&A
confidence high
sentiment positive
materiality 0.65
FIRST NATIONAL CORP /VA/ (FXNC): M&A transaction — First National closes acquisition of Touchstone Bankshares; combined assets ~$2.1B
FIRST NATIONAL CORP /VA/
- Effective Oct 1, 2024, Touchstone shareholders receive 0.8122 FXNC shares per Touchstone share.
- Pro-forma combined assets of ~$2.1B, loans $1.5B, deposits $1.8B as of Aug 30, 2024.
- Board expands from 10 to 13; three former Touchstone directors appointed (Lee-Andrews, Wilkinson, Wagstaff).
- Touchstone Bank branches to operate as a division of First Bank until systems integration in Feb 2025.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Toni T. Lee-Andrews was appointed as director at FIRST NATIONAL CORP /VA/.
- Action
- appointed
- Role
- director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William S. Wilkinson was appointed as director at FIRST NATIONAL CORP /VA/.
- Action
- appointed
- Role
- director
Exact text from the filing
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
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Norman D. Wagstaff Jr. was appointed as director at FIRST NATIONAL CORP /VA/.
- Action
- appointed
- Role
- director
Exact text from the filing
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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FIRST NATIONAL CORP /VA/: Amended Article II(A) of the By-laws to increase board size from 10 to 13 members (effective 2024-10-01).
- Change
- bylaw amendment
- Effective
- 2024-10-01
Exact text from the filing
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.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
FIRST NATIONAL CORP /VA/ completed an acquisition involving Touchstone Bankshares, Inc. for 0.8122 shares of First National common stock per one share of Touchstone Stock (closed 2024-10-01).
- Action
- acquisition
- Counterparty
- Touchstone Bankshares, Inc.
- Consideration
- 0.8122 shares of First National common stock per one share of Touchstone Stock
- Closing
- 2024-10-01
Exact text from the filing
(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
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.