| (1) | Represents the maximum number of shares of common stock, par value $1.25 per share (“First National common stock”), of First National Corporation (“First National”) estimated to be issuable upon completion of the merger based upon an estimate of (x) 3,300,290 shares of common stock, $2.00 par value per share (“Touchstone common stock”), of Touchstone Bankshares, Inc. (“Touchstone”) outstanding as of July 2, 2024, or issuable or expected to be cancelled or exchanged in connection with the merger of Touchstone with and into First National, which is the sum of: (a) 3,248,412 shares of Touchstone common stock outstanding, plus (b) 23,030 shares of Touchstone common stock issuable upon vesting of restricted stock granted under the Touchstone 2018 Stock Incentive Plan, plus (c) 28,848 convertible preferred shares outstanding to be converted to common shares at a 1:1 rate, multiplied by (y) the exchange ratio of 0.8122 shares of First National common stock for each share of Touchstone common stock. Pursuant to Rule 416, this registration statement also covers an indeterminate number of shares of common stock as may become issuable as a result of stock splits, stock dividends or similar transactions. |
