First Community Bankshares, Inc. Announces Acquisition of Main Street Financial Services Corp.

The proposed combination would add an Ohio banking presence and strengthen First Community’s West Virginia franchise.

Rhea-AI Summary

First Community Bankshares (FCBC) signed an agreement to acquire Main Street Financial Services in a stock transaction valued at approximately $243 million. Each eligible Main Street share will convert into 0.6174 First Community shares, worth approximately $30.14 based on First Community’s 10-day volume-weighted average price of $48.82 as of October 26, 2026.

Main Street had approximately $1.6 billion in assets at September 30, 2026. Based on both companies’ reported assets that date, the combined organization is expected to have approximately $5.2 billion before transaction-related adjustments. The combination would extend banking operations to five states, including Ohio. Both boards unanimously approved the agreement. Closing is expected early in the second quarter of 2027, subject to both companies’ shareholder approvals and required regulatory approvals. Main Street and its bank will merge into First Community and its bank, respectively.

4 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointSigned merger agreement would add Main Street, with approximately $1.6 billion in assets at September 30, 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.Combined assets expected at approximately $5.2 billion before transaction-related adjustments, based on September 30, 2026 figures.
• Minor point. Forward-looking: it has not happened yet and may not happen.Five-state banking footprint would include Ohio and an expanded West Virginia franchise.
• Minor pointBoth boards unanimously approved the merger agreement.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Stock consideration of 0.6174 First Community shares per eligible Main Street share would dilute existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Closing remains conditional on both companies’ shareholder approvals and required regulatory approvals; completion expected early second-quarter 2027.

Key Figures

Exchange ratio: 0.6174 First Community shares per eligible Main Street share Value per Main Street share: $30.14 per share Aggregate transaction value: $243 million +2 more

Exchange ratio

0.6174 First Community shares per eligible Main Street share

Stock consideration under the merger agreement

Value per Main Street share

$30.14 per share

Based on First Community’s 10-day volume-weighted average price as of Oct. 26, 2026

Aggregate transaction value

$243 million

Transaction value stated in the agreement announcement

Combined assets

$5.2 billion

Expected before transaction-related adjustments, based on reported assets at Sept. 30, 2026

Expected closing

Early in the second quarter of 2027

Subject to shareholder and regulatory approvals and other customary closing conditions

Key Terms

exchange ratio, volume-weighted average price, form s-4, joint proxy statement/prospectus

4 terms

exchange ratio financial

"the exchange ratio represents approximately $30.14 per Main Street share"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

volume-weighted average price financial

"First Community’s 10-day volume-weighted average price of $48.82"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

form s-4 regulatory

"will file a registration statement on Form S-4 with the Securities and Exchange Commission"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

joint proxy statement/prospectus regulatory

"which will contain the joint proxy statement of First Community and Main Street"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BLUEFIELD, Va., Oct. 28, 2026 (GLOBE NEWSWIRE) -- First Community Bankshares, Inc. (“First Community”) (NASDAQ: FCBC), based in Bluefield, Virginia, and Main Street Financial Services Corp. (“Main Street”) (OTCQX: MSWV), based in Wooster, Ohio, jointly announced today the signing of an Agreement and Plan of Merger (the “Agreement”).

Under the Agreement, Main Street will merge with and into First Community, with First Community continuing as the surviving corporation. Main Street’s wholly owned banking subsidiary, Main Street Bank Corp. (“Main Street Bank”), will merge with and into First Community’s wholly owned banking subsidiary, First Community Bank.

At September 30, 2026, Main Street reported approximately $1.6 billion in consolidated assets. Based on the companies’ reported assets at that date, the combined organization is expected to report approximately $5.2 billion in assets before transaction-related adjustments.

The proposed transaction will advance First Community’s disciplined growth strategy by strengthening its franchise in West Virginia and establishing a meaningful presence in attractive Eastern Ohio markets. The partnership will expand First Community’s banking operations to five states. The combination brings together Main Street Bank’s strong organic loan growth and established customer relationships with First Community’s low cost core deposits and liquidity, greater lending capacity, and expanded products and customer services, creating a stronger platform to serve customers across the region.

Mark R. Witmer, Chairman, President and Chief Executive Officer of Main Street, commented, “This partnership represents an exciting next chapter for Main Street and an attractive opportunity for our shareholders, customers and employees. We have built a strong community banking franchise through disciplined lending, exceptional customer service and longstanding relationships in the markets we serve. By joining First Community, we will gain the financial strength, lending capacity and expanded capabilities of a larger organization while preserving the local relationships and personalized service that have been central to our success. I am particularly excited about the opportunities this combination creates for our employees and our ability to better serve our customers and communities for years to come."

“Main Street Bank is a high performing community bank, presenting a balance sheet and loan asset generation very complimentary to First Community Bank’s liquidity and balance sheet management. They possess a high acumen in farm and agricultural lending which will allow First Community to better serve its longstanding rural markets. Mark Witmer is an outstanding individual and banker who has provided Main Street exemplary leadership as President and CEO. We couldn’t be more excited about Mark joining our executive team as President of the Ohio Region,” said Gary Mills, President and CEO of First Community Bank.

“This partnership brings together complementary strengths benefiting both organizations,” said William P. Stafford II, Chairman and Chief Executive Officer of First Community. “Main Street brings talented bankers, a demonstrated ability to organically grow loans, and attractive markets in which to employ our customer-focused community banking. First Community brings liquidity from a strong core deposit franchise, disciplined capital management, and the resources of a larger organization. Together, we can offer customers higher lending limits and enhanced products and technology while creating opportunities for growth and operating efficiencies. We believe this combination positions us to build long-term value and deliver superior returns for our shareholders.”

Under the terms of the Agreement, each eligible outstanding share of Main Street common stock will be converted into the right to receive 0.6174 shares of First Community common stock, with cash paid in lieu of fractional shares. Based on First Community’s 10-day volume-weighted average price of $48.82 as of October 26, 2026, the exchange ratio represents approximately $30.14 per Main Street share and an aggregate transaction value of approximately $243 million.

The Agreement has been unanimously approved by the boards of directors of First Community and Main Street. Completion remains subject to approval by the shareholders of both companies, receipt of required regulatory approvals, and other customary closing conditions. The transaction is expected to be consummated early in the second quarter of 2027, following satisfaction or waiver of the applicable closing conditions.

Upon consummation of the merger, one member of Main Street’s board of directors will join the boards of First Community and First Community Bank, and Mark Witmer will join the First Community Bank executive management team as President of the Ohio Region.

D.A. Davidson & Co. is serving as financial adviser to First Community and Bowles Rice LLP is serving as transaction counsel. Raymond James & Associates, Inc. is serving as financial adviser to Main Street, and Dinsmore & Shohl LLP is serving as Main Street’s transaction counsel.

About First Community Bankshares, Inc.

First Community provides banking products and services through its wholly owned subsidiary First Community Bank. As of September 30, 2026, First Community Bank operated 61 branch banking locations in Virginia, West Virginia, North Carolina, and Tennessee. First Community Bank offers wealth management services through its Trust Division and through its wholly owned subsidiary, First Community Wealth Management, which collectively managed and administered $1.8 billion in combined assets as of September 30, 2026. First Community reported consolidated assets of $3.6 billion as of September 30, 2026. First Community’s common stock is listed on the NASDAQ Global Select Market under the trading symbol, “FCBC”. Additional investor information is available at www.firstcommunitybank.com.

About Main Street Financial Services Corp.

Main Street is a bank holding company headquartered in Wooster, Ohio, providing banking products and services through its wholly owned subsidiary, Main Street Bank. Main Street Bank serves customers in Ohio and West Virginia, including the Wooster and Wheeling markets, with deposit, commercial lending and mortgage services. Main Street reported consolidated assets of $1.6 billion as of September 30, 2026. Main Street’s common stock trades on the OTCQX market under the symbol “MSWV.” Additional information is available at www.mymainstreetbank.bank.

Investor Contact

David D. Brown
Chief Financial Officer
First Community Bankshares, Inc.
(276) 326-9000

Additional Information About the Proposed Transaction and Where to Find It

This press release shall not constitute an offer to sell, the solicitation of an offer to sell, or the solicitation of an offer to buy any securities or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction, First Community Bankshares, Inc. (“First Community” or “FCBC”) will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which will contain the joint proxy statement of First Community and Main Street Financial Services Corp. (“Main Street”) and a prospectus of First Community. Shareholders of First Community and Main Street and other investors are encouraged to read the registration statement, including the joint proxy statement/prospectus that will be part of the registration statement, because it will contain important information about the proposed transaction, Main Street, First Community, the persons soliciting proxies in connection with the proposed transaction and their interests in the proposed transaction, and related matters. After the registration statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be sent to First Community and Main Street shareholders and will be available for free on the SEC’s website (www.sec.gov) and First Community’s website at https://ir.fcbresource.com under the tab “SEC Filings”. The joint proxy statement/prospectus will also be made available for free by contacting the Corporate Secretary of First Community at P.O. Box 989, Bluefield, Virginia 24605-0989; telephone (276) 326-9000. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. You are urged to read the joint proxy statement/prospectus carefully before making a decision concerning the proposed transaction.

Participants in the Transaction

First Community, Main Street and their respective directors, executive officers and certain other employees may be deemed “participants” in the solicitation of proxies from Main Street’s and First Community’s shareholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC.

You can find information about the executive officers and directors of First Community in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026, and in its definitive proxy statement filed with the SEC on March 11, 2026. You can find information about Main Street’s executive officers and directors by accessing Main Street’s website at www.mymainstreetbank.bank under the tab “Investor Relations” and then under the heading “Board of Directors”. You can obtain free copies of these documents from First Community using the contact information above.

Forward-Looking Statements

This joint press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements, including statements regarding the intent, belief, or current expectations of First Community’s management regarding the company’s strategic direction, prospects, or future results or the benefits of the proposed transaction, are subject to numerous risks and uncertainties. These forward-looking statements are based upon the current beliefs and expectations of the respective managements of First Community and Main Street and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of First Community and Main Street. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the risk that the cost savings and revenue synergies anticipated in connection with the proposed transaction may not be realized or may take longer than anticipated to be realized, (2) disruption from the proposed transaction with customers, suppliers, or employee or other business relationships, (3) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Agreement and plan of merger, (4) the risk of successful integration of the two organizations’ businesses, (5) the failure of Main Street or First Community shareholders to approve the proposed transaction, (6) the amount of costs, fees, expenses, and charges related to the proposed transaction, (7) the ability to obtain required governmental and regulatory approvals for the proposed transaction, (8) reputational risk and the reaction of the parties’ customers to the proposed transaction, (9) the failure of the conditions to closing of the proposed transaction to be satisfied, (10) the risk that the integration of Main Street’s operations with those of First Community will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by First Community’s issuance of additional shares of its common stock in the proposed transaction, (13) changes in management’s plans for the future, (14) prevailing economic and political conditions, particularly in our market areas, (15) credit risk associated with our lending activities, (16) changes in interest rates, loan demand, real estate values, and competition, (17) changes in accounting principles, policies, or guidelines, (18) changes in applicable laws, rules, or regulations, and (19) other competitive, economic, political, and market factors affecting our business, operations, pricing, products, and services. Certain additional factors which could affect the forward-looking statements can be found in First Community’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, in each case filed with or furnished to the SEC and available on the SEC’s website at https://www.sec.gov. First Community and Main Street caution that the foregoing list of factors is not exclusive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to First Community or Main Street or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. First Community and Main Street disclaim any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.

FAQ

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What are the terms of First Community’s acquisition of Main Street Financial Services?

Each eligible Main Street common share will convert into 0.6174 First Community common shares. Based on First Community’s 10-day volume-weighted average price of $48.82 as of October 26, 2026, the consideration represents approximately $30.14 per Main Street share and approximately $243 million in aggregate transaction value.

When is First Community’s Main Street acquisition expected to close?

Completion is expected early in the second quarter of 2027, following satisfaction or waiver of applicable closing conditions. Required approvals include votes by both companies’ shareholders and regulatory approvals.

Who will join First Community’s leadership after the Main Street merger?

Upon completion, Mark Witmer will join First Community Bank’s executive management team as President of the Ohio Region. One member of Main Street’s board will also join the boards of First Community and First Community Bank.

Where can FCBC shareholders find voting information for the Main Street merger?

The joint proxy statement/prospectus will be sent to shareholders after First Community files its registration statement with the SEC. Documents will be available free at www.sec.gov and under “SEC Filings” at https://ir.fcbresource.com. Shareholders are encouraged to read the joint proxy statement/prospectus before deciding on the proposed transaction.