FIRST NATIONAL CORP /VA/ Stock Compensation Disclosure

Note 23. Stock Compensation Plans

 

On May 10, 2023, the Company’s shareholders approved the First National Corporation 2023 Stock Incentive Plan, which replaced the 2014 Stock Incentive Plan and makes available up to 325,000 shares of common stock for the granting of stock options, restricted stock awards, restricted stock units, stock appreciation rights, and other stock-based awards.  Beginning on May 11, 2023, new equity awards granted by the Company are from the 2023 Stock Incentive Plan and not from the 2014 Stock Incentive Plan.   Awards are made at the discretion of the Board of Directors and compensation cost equal to the fair value of the award is recognized over the vesting period.

 

Stock Awards

 

Whenever the Company deems it appropriate to grant a stock award, the recipient receives a specified number of unrestricted shares of employer stock. Stock awards may be made by the Company at its discretion without cash consideration and may be granted as settlement of a performance-based compensation award.

 

During 2025, the Company granted and issued 18,000 shares of common stock to members of the Board of Directors for their dedicated service and support. Also during 2025, the Company issued 30,717 shares of common stock to employees.  Compensation expense related to stock awards totaled $404 thousand and $252 thousand for the years ended December 31, 2025 and 2024, respectively.

 

Restricted Stock Units

 

Restricted stock units are an award of units that correspond in number and value to a specified number of shares of employer stock which the recipient receives according to a vesting plan and distribution schedule after achieving required performance milestones or upon remaining with the employer for a particular length of time. Each restricted stock unit that vests entitles the recipient to receive one share of common stock on a specified issuance date.  

 

On February 12, 2025, 13,455 restricted stock units were granted to employees with 3,851 units vesting immediately, 4,484 units vesting after one year, 4,482 units vesting after two years, and 638 units vesting after three years.  On March 3, 2025, 5,000 restricted stock units were granted to an employee and will vest on February 15, 2027. On August 13, 2025, 6,446 restricted stock units were granted to employees with 6,000 units vesting on December 31, 2027 and 446 units vesting on August 13, 2028. On October 1, 2025, 2,300 restricted stock units were granted to an employee with 1,150 vesting immediately and 1,150 vesting on December 31, 2025. The recipients do not have any stockholder rights, including voting, dividend, or liquidation rights, with respect to the shares underlying awarded restricted stock units until vesting has occurred and the recipients become the record holder of those shares. The unvested restricted stock units will vest on the established schedule if the employees remain employed by the Company on future vesting dates. 

 

A summary of the activity for the Company’s restricted stock units for the period indicated is presented in the following table:

 

		2025
		Shares				Weighted Average Grant Date Fair Value
Unvested, January 1, 2025			85,512			$	21.57
Granted			27,201				24.79
Vested			(35,314	)			21.99
Forfeited			(5,000	)			22.85
Unvested, December 31, 2025			72,399			$	22.45

 

At December 31, 2025, based on restricted stock unit awards outstanding at that time, the total unrecognized pre-tax compensation expense related to unvested restricted stock unit awards was $1.2 million. This expense is expected to be recognized through 2028. Compensation expense related to restricted stock unit awards recognized for the years ended December 31, 2025 and 2024 totaled $779 thousand and $383 thousand, respectively.