{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-24-030313","form_type":"8-K","ticker":"FXNC","cik":"0000719402","company_name":"FIRST NATIONAL CORP /VA/","filed_at":"2024-10-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:10.900912+00:00","generated_at":"2026-05-31T00:05:07.920590+00:00","sec_items":["2.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"First National closes acquisition of Touchstone Bankshares; combined assets ~$2.1B","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-24-030313","json":"https://secwatch.observer/filing/0001437749-24-030313.json","markdown":"https://secwatch.observer/filing/0001437749-24-030313.md","text":"https://secwatch.observer/filing/0001437749-24-030313.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/fxnc20240827_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-31T00:05:07.920590+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d30958139f","claim":"Toni T. Lee-Andrews was appointed as director at FIRST NATIONAL CORP /VA/.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"df9567a416","claim":"William S. Wilkinson was appointed as director at FIRST NATIONAL CORP /VA/.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"fa6cbbd559","claim":"Norman D. Wagstaff Jr. was appointed as director at FIRST NATIONAL CORP /VA/.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"edbf69992a87a30925d8d667d418b46517ca885f","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2024-10-01"}],"fact_type":"governance_change"},{"claim_id":"8492b598c5cec8fa4d2cf4dbc5d7891163b44f86","claim":"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).","evidence_excerpt":"(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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Touchstone Bankshares, Inc."},{"label":"Consideration","value":"0.8122 shares of First National common stock per one share of Touchstone Stock"},{"label":"Closing","value":"2024-10-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}