FIRST NATIONAL CORP /VA/ Fair Value Disclosure
Note 20. Fair Value Measurements
Determination of Fair Value
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurement and Disclosures” FASB Topic 820, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.
Fair Value Hierarchy
In accordance with this guidance, the Company groups its assets and liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
| Level 1 – | Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. |
| Level 2 – | Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. |
| Level 3 – | Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires a significant management judgment or estimation. |
An instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a recurring basis in the financial statements:
Securities available for sale
Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).
Derivative asset/liability - cash flow hedges
Cash flow hedges are recorded at fair value on a recurring basis. The fair value of the Company's cash flow hedges is determined by a third party vendor using the discounted cash flow method (Level 2).
The following tables present the balances of assets measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands).
| Fair Value Measurements at December 31, 2025 | ||||||||||||||||
| Description | Balance as of December 31, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Assets: | ||||||||||||||||
| Securities available for sale | ||||||||||||||||
| U.S. Treasury securities | $ | 37,338 | $ | — | $ | 37,338 | $ | — | ||||||||
| U.S. agency and mortgage-backed securities | 122,797 | — | 122,797 | — | ||||||||||||
| Obligations of states and political subdivisions | 56,446 | — | 56,446 | — | ||||||||||||
| Corporate debt securities | 957 | — | 957 | — | ||||||||||||
| Total securities available for sale | $ | 217,538 | $ | — | $ | 217,538 | $ | — | ||||||||
| Derivatives - cash flow hedges | 2,292 | — | 2,292 | — | ||||||||||||
| Total assets | $ | 219,830 | $ | — | $ | 219,830 | $ | — | ||||||||
| Fair Value Measurements at December 31, 2024 | ||||||||||||||||
| Description | Balance as of December 31, 2024 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Assets: | ||||||||||||||||
| Securities available for sale | ||||||||||||||||
| U.S. Treasury securities | $ | 11,688 | $ | — | $ | 11,688 | $ | — | ||||||||
| U.S. agency and mortgage-backed securities | 98,039 | — | 98,039 | — | ||||||||||||
| Obligations of states and political subdivisions | 54,120 | — | 54,120 | — | ||||||||||||
| Total securities available for sale | $ | 163,847 | $ | — | $ | 163,847 | $ | — | ||||||||
| Derivatives - cash flow hedges | 2,690 | — | 2,690 | — | ||||||||||||
| Total assets | $ | 166,537 | $ | — | $ | 166,537 | $ | — | ||||||||
Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.
The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements:
Collateral Dependent Loans with an ACLL
In accordance with ASC 326, the Company may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice. As of December 31, 2025, there were no collateral dependent loans with an allowance for credit losses.
Loans held for sale
Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price the secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). The Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during the years ended December 31, 2025 and 2024.
Other real estate owned
The fair value of foreclosed property is measured at fair value on a nonrecurring basis (upon initial recognition or subsequent impairment) and is classified within Level 3 of the valuation hierarchy. When transferred from the loan portfolio, OREO is adjusted to fair value less estimated selling costs and is subsequently carried at the lower of carrying value or fair value less estimated selling costs. The fair value is generally determined using an external appraisal process and is discounted based on internal criteria when deemed necessary.
The following tables summarize the Company’s assets that were measured at fair value on a nonrecurring basis as of December 31, 2024 (dollars in thousands).
| Fair Value Measurements at December 31, 2024 | ||||||||||||||||
| Description | Balance as of December 31, 2024 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs(Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Collateral dependent loans | $ | 703 | $ | — | $ | — | $ | 703 | ||||||||
| Other real estate owned | $ | 53 | $ | — | $ | — | $ | 53 | ||||||||
| Quantitative information about Level 3 Fair Value Measurements for December 31, 2024 | |||||||||||
| Fair Value | Valuation Technique | Unobservable Input | Range (Weighted Average) (1) | ||||||||
| Collateral dependent loans | $ | 703 | Property appraisals | Selling cost | 10.00 | % | |||||
| Other real estate owned | $ | 53 | Property appraisals | Selling cost | 10.00 | % | |||||
| (1) | Unobservable inputs were weighted by the relative fair value of the instruments. |
Accounting guidance requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The carrying values and estimated fair values of the Company’s financial instruments at December 31, 2025 and 2024 are as follows (in thousands):
| Fair Value Measurements at December 31, 2025 Using | ||||||||||||||||||||
| Carrying Amount | Quoted Prices in Active Markets for Identical Assets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | Fair Value | ||||||||||||||||
| Financial Assets | ||||||||||||||||||||
| Cash and short-term investments | $ | 160,910 | $ | 160,910 | $ | — | $ | — | $ | 160,910 | ||||||||||
| Securities available for sale | 217,538 | — | 217,538 | — | 217,538 | |||||||||||||||
| Securities held to maturity, net | 102,872 | — | 102,872 | — | 102,872 | |||||||||||||||
| Restricted securities | 5,624 | — | 5,624 | — | 5,624 | |||||||||||||||
| Loans, net | 1,435,026 | — | — | 1,420,784 | 1,420,784 | |||||||||||||||
| Bank owned life insurance | 38,577 | — | 38,577 | — | 38,577 | |||||||||||||||
| Accrued interest receivable | 6,467 | — | 6,467 | — | 6,467 | |||||||||||||||
| Derivatives - cash flow hedges | 2,292 | — | 2,292 | — | 2,292 | |||||||||||||||
| Financial Liabilities | ||||||||||||||||||||
| Deposits | $ | 1,799,548 | $ | — | $ | $ | $ | 1,797,109 | ||||||||||||
| Other borrowings | 25,000 | — | — | 24,960 | 24,960 | |||||||||||||||
| Subordinated debt | 8,312 | — | — | 6,774 | ||||||||||||||||
| Junior subordinated debt | 9,279 | — | — | 8,240 | ||||||||||||||||
| Accrued interest payable | 1,562 | — | 1,562 | — | 1,562 | |||||||||||||||
| Fair Value Measurements at December 31, 2024 Using | ||||||||||||||||||||
| Carrying Amount | Quoted Prices in Active Markets for Identical Assets Level 1 | Significant Other Observable Inputs Level 2 | Significant Unobservable Inputs Level 3 | Fair Value | ||||||||||||||||
| Financial Assets | ||||||||||||||||||||
| Cash and short-term investments | $ | 162,874 | $ | 162,874 | $ | — | $ | — | $ | 162,874 | ||||||||||
| Securities available for sale | 163,847 | — | 163,847 | — | 163,847 | |||||||||||||||
| Securities held to maturity | 109,741 | — | 109,741 | — | 109,741 | |||||||||||||||
| Restricted securities | 3,741 | — | 3,741 | — | 3,741 | |||||||||||||||
| Loans, net | 1,450,195 | — | — | 1,408,574 | 1,408,574 | |||||||||||||||
| Bank owned life insurance | 37,873 | — | 37,873 | — | 37,873 | |||||||||||||||
| Accrued interest receivable | 6,020 | — | 6,020 | — | 6,020 | |||||||||||||||
| Derivatives - cash flow hedges | 2,690 | — | 2,690 | — | 2,690 | |||||||||||||||
| Financial Liabilities | ||||||||||||||||||||
| Deposits | $ | 1,803,778 | $ | — | $ | 1,445,033 | $ | 356,824 | $ | 1,801,857 | ||||||||||
| Subordinated debt | 21,176 | — | — | 23,596 | 23,596 | |||||||||||||||
| Junior subordinated debt | 9,279 | — | — | 12,310 | 12,310 | |||||||||||||||
| Accrued interest payable | 964 | — | 964 | — | 964 | |||||||||||||||
The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 25, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Mar 29, 2024 | |
| 2022 | Mar 30, 2023 | |
| 2021 | Mar 30, 2022 | |
| 2020 | Mar 31, 2021 | |
| 2019 | Mar 13, 2020 | |
| 2018 | Mar 14, 2019 | |
| 2017 | Mar 23, 2018 | |
| 2016 | Mar 29, 2017 | |
| 2015 | Mar 30, 2016 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.