---
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"
generated_at: "2026-05-31T00:05:07.920590+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# First National closes acquisition of Touchstone Bankshares; combined assets ~$2.1B

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 2.01, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-24-030313
- JSON: https://secwatch.observer/filing/0001437749-24-030313.json
- Plain text: https://secwatch.observer/filing/0001437749-24-030313.txt

## Key facts
- Executive change
  Toni T. Lee-Andrews was appointed as director at FIRST NATIONAL CORP /VA/.
  - Action: appointed
  - Role: director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm
- Executive change
  William S. Wilkinson was appointed as director at FIRST NATIONAL CORP /VA/.
  - Action: appointed
  - Role: director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm
- Executive change
  Norman D. Wagstaff Jr. was appointed as director at FIRST NATIONAL CORP /VA/.
  - Action: appointed
  - Role: director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm
- M&A Transactions
  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
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/719402/000143774924030313/0001437749-24-030313-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.