8-K

Registrant’s telephone number, including area code: (276) 326-9000

Securities registered pursuant to Section 12(b) of the Act:

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 5.04         Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

First Community Bankshares, Inc. (the “Company”) has selected Principal Financial Group (“Principal”) as the Third Party Administrator for the First Community Bankshares, Inc. Employee Stock Ownership and Savings Plan (the “Plan”). On October 31, 2022, the Plan participants received notice that, as part of the transition to Principal’s platform, the participants’ accounts must be converted from the American Trust platform to the Principal platform. The conversion will result in a brief period, between December 1^st^ and approximately December 22^nd^, (the “Transition”), when the participants will not have access to their assets. As a result of the Transition, participants in the Plan were notified that they will be temporarily unable to direct or diversify the investment of assets in their Plan accounts beginning on December 1st and ending on approximately December 22, 2022 (the “Blackout Period”).

On December 1, 2022, the Company transmitted a notice dated November 30, 2022, (the “Notice”) to its directors and executive officers informing them of the Blackout Period regarding the Plan. The Notice also informed the directors and executive officers that during the Blackout Period, directors and executive officers will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any Company equity securities or certain derivative securities previously acquired in connection with their service as a director or executive officer, unless exempt under Regulation BTR of the Securities Exchange Act of 1934.

For additional information or if you have any questions regarding the Blackout Period please contact Sarah W. Harmon, Chief Administrative Officer, General Counsel, and Secretary at (276) 326-9000, or in writing at P. O. Box 989, Bluefield, VA, 24605.

The Notice is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01         Financial Statements and Exhibits.

SIGNATURE

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 thereunto duly authorized.

ex_452292.htm

Exhibit 99.1

Important Notice of Blackout Period to Directors and Executive Officers of

First Community Bankshares, Inc.

November 30, 2022

Pursuant to the Sarbanes-Oxley Act of 2002, and Rule 104 under Securities and Exchange Commission Regulation BTR, First Community Bankshares, Inc. (the “Company”) is hereby notifying you of upcoming temporary restrictions on your ability to engage in certain activities regarding Company equity securities.

As a result of updating the trading platform of First Community Bankshares, Inc. Employee Stock Ownership and Savings Plan (the “Plan”), there will be a blackout period for Plan participants scheduled to begin on November 30, 2022 at 4:00 p.m. EST and expected to conclude December 22, 2022 (the “Blackout Period”). During the Blackout Period, Plan participants will not be permitted to direct or diversify investments in their accounts.

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, during the Blackout Period, all directors and executive officers of the Company are prohibited, with limited exceptions from purchasing, selling or otherwise acquiring, disposing or transferring any Company common stock (including exercising Company stock options) or any derivatives of Company common stock, regardless of whether the individual participates in the Plan. As a director or executive officer of the Company, these prohibitions are not limited to those transactions involving your direct ownership but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Because of the complexity of these rules and the severity of the penalties and other remedies, please contact Sarah W. Harmon, Chief Administrative Officer, General Counsel, and Secretary at (276) 326-9000, or in writing at First Community Bank, P. O. Box 989, Bluefield, VA, 24605 before engaging in any transaction involving the Company’s equity securities during the Blackout Period.

For additional information or if you have any questions regarding the Blackout Period please contact Sarah W. Harmon, Chief Administrative Officer, General Counsel, and Secretary at (276) 326-9000, or in writing at P. O. Box 989, Bluefield, VA, 24605.