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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported): January 23, 2026
 
 
 
FIRST COMMUNITY BANKSHARES, INC.
  
(Exact name of registrant as specified in its charter)
 
 
 
Virginia
  
000-19297
  
55-0694814
(State or other jurisdiction
  
(Commission
  
(IRS Employer
of incorporation)
  
File Number)
  
Identification No.)
 
 
P.O. Box 989
Bluefield, Virginia
  
24605-0989
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (276) 326-9000
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock ($1.00 par value)
  
FCBC
  
NASDAQ Global Select
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 8.01 Other Events.
 
Effective as of 5:01 p.m. on January 23, 2026 (the “Effective Time”), First Community Bankshares, Inc. (‘First Community”) completed its previously announced merger (the “Merger”) with Hometown Bancshares, Inc. a West Virginia corporation headquartered in Middlebourne, West Virginia (“Hometown”), pursuant to an Agreement and Plan of Merger (the “Agreement”) dated July 19, 2025, by and between First Community and Hometown. At the Effective Time, Hometown merged with and into First Community, with First Community as the surviving corporation in the Merger.
 
Immediately following the Merger, Union Bank, Inc., a wholly-owned subsidiary of Hometown, merged with and into First Community Bank, a wholly-owned subsidiary of First Community (the “Bank Merger”), with First Community Bank as the surviving bank in the Bank Merger.
 
Under the terms of the Agreement, each outstanding share of common stock of Hometown was converted into the right to receive 11.706 shares (the “Exchange Ratio”) of First Community common stock, par value $1.00 per share, plus cash, without interest, in lieu of fractional shares.
 
Under the terms of the Agreement, all Hometown stock appreciation rights under a stock appreciation award (except certain stock appreciation rights that were unvested as of January 1, 2025) and all Hometown dividend equivalent rights granted under the Hometown Dividend Equivalent Incentive Plan that were outstanding immediately prior to the Effective Time, to the extent not vested, became fully vested, and were canceled. The holders of these rights received or will receive a cash payment from First Community within ten business days of the Effective Time. The holders of stock appreciation rights received or will receive a lump sum cash  payment equal to the number determined by multiplying (i) the excess, if any of (A) Average Closing Price (as defined in the Agreement) multiplied by (B) the Exchange Ratio over the applicable exercise price of the stock appreciation right, by (ii) the number of shares of Hometown common stock subject to the applicable stock appreciation right. The holders of dividend equivalent rights received or will receive a lump sum cash payment equal to the account value of the applicable dividend rights award. The stock appreciation rights that are unvested as of January 1, 2025, were assumed by First Community.
 
There were no material relationships, other than in respect of the Merger, between First Community and Hometown, its directors or officers or any of its affiliates.
 
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 2.1 to First Community’s Current Report on Form 8-K filed on July 21, 2025, and incorporated herein by reference.
 
On January 26, 2026, First Community issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission (“SEC”) and shall not be deemed “filed” for any purpose.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
The following exhibits are filed with this Current Report on Form 8-K:
 
Exhibit
Exhibit Description
No.
 
 
2.1
 
99.1
 
104
Cover-Page Interactive Data File (embedded within the Inline XBRL document)
 
*Listed disclosure schedules have been omitted pursuant to Regulation S-K item 601(b)(2). First Community agrees to furnish a supplemental copy of such schedules upon request of the SEC.
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
FIRST COMMUNITY BANKSHARES, INC.
     
Date:
January 26, 2026
  
By:
/s/ David D. Brown
   
David D. Brown
   
Chief Financial Officer
 
 
 
 

 

Exhibit 99.1

 

ex_912125img001.jpg
 

NEWS RELEASE

FOR IMMEDIATE RELEASE:

  

FOR MORE INFORMATION, CONTACT:

January 26, 2026

  

David D. Brown
   

(276) 326-9000

 

First Community Bankshares, Inc. Completes Acquisition of Hometown Bancshares, Inc.

 

Bluefield, Virginia – First Community Bankshares, Inc. (NASDAQ: FCBC) (www.firstcommunitybank.com) (the “Company”), parent company of First Community Bank, announced today that it has completed the acquisition of Hometown Bancshares, Inc., (“Hometown”) and Hometown’s wholly owned subsidiary, Union Bank, Inc. The acquisition became effective at the close of business on January 23, 2026. First Community and Hometown previously announced an agreement to merge on July 19, 2025.

 

The completed acquisition included the merger of Union Bank into First Community Bank. Hometown’s eight branch locations in West Virginia will open as First Community Bank branches the morning of January 26, 2026. Under the terms of the merger agreement, Hometown’s shareholders will receive 11.706 shares of First Community common stock for each share of Hometown common stock.

 

This merger aligns with First Community’s strategic focus on growing low-cost core deposits and positions the combined entity to expand its presence in the Parkersburg-Marietta-Vienna MSA. “First Community has a 150-year history of community banking excellence in West Virginia. Our partnership with Hometown and Union Bank is a natural expansion into West Virginia markets that are similar in size and makeup to the locations where we’ve had great success across our broader banking footprint. We look forward to bringing the two franchises together to better serve our customers and local communities” said Gary R. Mills, President and CEO of First Community Bank.

 

“We are pleased to announce our partnership with Union Bank. This collaboration will further strengthen our robust banking franchise in West Virginia. We believe First Community will benefit from Union’s strong deposit base, while Union’s customers will enjoy the advantages of increased scale, higher lending limits, and enhanced product and technology offerings from First Community,” said William (Will) P. Stafford, II, Chairman and Chief Executive Officer of First Community. 

 

At the end of December 2025, Hometown had approximately $415 million in total assets, $172 million in total loans and $376 million in total deposits. Commenting on the transaction, Hometown’s President, Timothy Aiken offered, “We are excited about the opportunity to bring FCBC and Hometown together. The transaction will accelerate our ability to grow, and we believe creates an exciting opportunity for our shareholders and employees. The Hometown board of directors believes FCBC is well positioned and has significant upside opportunity through stock price appreciation. The FCBC platform will allow Hometown to better serve our existing customers and communities, as well as expand into other product offerings. We admire the historical success of the FCBC team and look forward to working together.

 

About First Community Bankshares, Inc.

 

First Community Bankshares, Inc., a financial holding company headquartered in Bluefield, Virginia, provides banking products and services through its wholly owned subsidiary First Community Bank. First Community Bank operated 52 branch banking locations in Virginia, West Virginia, North Carolina, and Tennessee as of December 31, 2025. First Community Bank offers wealth management and investment advice and services through its Trust Division and through its wholly owned subsidiary, First Community Wealth Management, which collectively managed and administered $1.79 billion in combined assets as of December 31, 2025. The Company reported consolidated assets of $3.26 billion as of December 31, 2025. The Company’s common stock is listed on the NASDAQ Global Select Market under the trading symbol, “FCBC”. Additional investor information is available on the Company’s website at www.firstcommunitybank.com.

 

This news release may include forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission reports including, but not limited to, the Annual Report on Form 10-K for the most recent fiscal year end. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.