8-K
FIRST COMMUNITY BANKSHARES INC /VA/ (FCBC)
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): December 30, 2025
FIRST COMMUNITY BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 000-19297 | 55-0694814 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| P.O. Box 989<br><br> <br>Bluefield, Virginia | 24605-0989 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(276) 326-9000
(Registrant’s telephone number, including area code)
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, par value $1.00 per share | FCBC | NASDAQ Global Select Market |
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. |
|---|
On December 30, 2025, First Community Bankshares, Inc. (the “Company”) received regulatory approval from the Commonwealth of Virginia State Corporation Commission Bureau of Financial Institutions (“BFI”) to merge Union Bank, Inc., a wholly-owned subsidiary of Hometown Bancshares, Inc. (“Hometown”), with and into First Community Bank, a wholly-owned subsidiary of the Company (the “Bank Merger”) in connection with the previously announced merger (the “Merger”) of Hometown with and into the Company pursuant to the Agreement and Plan of Merger dated July 19, 2025 (the “Merger Agreement”), by and between the Company and Hometown.
The BFI approval satisfies the final regulatory condition required to complete the transaction contemplated by the Merger Agreement.
Completion of the transaction remains subject to the satisfaction or waiver of remaining customary closing conditions, and is currently expected to close during the first quarter of 2026.
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.
| Date: December 31, 2025 | FIRST COMMUNITY BANKSHARES, INC. | |
|---|---|---|
| By: | /s/ David D. Brown | |
| Name: | David D. Brown | |
| Title: | Chief Financial Officer |