First Cmnty Bankshares Inc Va SEC Filings

First Community Bankshares, Inc. reported that Hometown Bancshares, Inc. shareholders have voted to approve the planned merger of Hometown with and into First Community under a merger agreement dated July 19, 2025. Hometown has sent a letter to its shareholders confirming the affirmative vote, outlining procedural next steps, and discussing a special dividend expected in January 2026. Completion of the merger still requires approval from the Virginia State Corporation Commission Bureau of Financial Institutions and satisfaction of other customary closing conditions, and the parties currently expect the transaction to close in the first quarter of 2026.

First Community Bankshares, Inc. announced a special cash dividend of $1.00 per common share for its common shareholders. The dividend is payable on or about January 16, 2026 to shareholders of record on January 2, 2026, meaning investors must own the stock by that record date to receive the payment. The company states that this special dividend is based on its performance through the first three quarters of 2025 and may not indicate that similar special dividends will occur in the future. A related press release is being provided as an exhibit.

First Community Bankshares filed a prospectus supplement to its S-4 merger materials and reported a key regulatory step for its acquisition of Hometown Bancshares. On November 6, 2025, the Federal Reserve Bank of Richmond approved the merger of Hometown’s Union Bank, Inc. into First Community Bank, and granted a waiver from filing an additional Bank Holding Company Act application.

The filing notes prior “no objection” from the West Virginia Division of Financial Institutions. The merger still requires approval from the Virginia State Corporation Commission Bureau of Financial Institutions, a vote of Hometown’s shareholders, and other customary conditions. The supplement also corrects the proxy disclosure to state that “Institution A” proposed a 100% cash transaction at a lower valuation than First Community’s indication of interest. First Community’s shares closed at $33.29 on November 11, 2025.

First Community Bankshares (FCBC) announced a regulatory milestone for its pending Hometown Bancshares merger. On November 6, 2025, the Federal Reserve Bank of Richmond approved the merger of Union Bank, Inc. into First Community Bank and granted a waiver from filing an acquisition application under the Bank Holding Company Act.

The company also amended its proxy statement/prospectus to correct a disclosure: Institution A proposed a 100% cash transaction valuing Hometown at a lower level than First Community’s indication of interest. The merger still requires approval from the Virginia State Corporation Commission Bureau of Financial Institutions, Hometown shareholders, and other customary closing conditions. The S‑4 became effective on October 27, 2025, and proxy materials were mailed on October 28, 2025. Hometown shareholders who already voted do not need to vote again unless changing or revoking their prior vote.

First Community Bankshares (FCBC) reported key regulatory progress on its Hometown merger and corrected a disclosure in its proxy materials. On November 6, 2025, the Federal Reserve Bank of Richmond approved the merger of Union Bank, Inc. into First Community Bank and granted a waiver from filing a Bank Holding Company Act application for First Community’s acquisition of Hometown Bancshares.

The West Virginia Division of Financial Institutions previously issued no objection. The merger and related bank merger still require approval from the Virginia State Corporation Commission Bureau of Financial Institutions, a vote of Hometown shareholders, and other customary conditions.

FCBC also amended its S-4 proxy statement/prospectus to correct a description of an alternative indication of interest: the revised disclosure states that “Institution A proposed a 100% cash transaction and valued Hometown at a lower valuation than the terms of First Community’s indication of interest.” Hometown sent a shareholder letter on November 12, 2025 regarding this correction.

First Community Bankshares, Inc. (FCBC) filed its Quarterly Report on Form 10‑Q for the period ended September 30, 2025. The filing provides unaudited condensed consolidated financial statements, Management’s Discussion and Analysis, market risk disclosures, and controls and procedures.

The company’s Common Stock ($1.00 par value) trades on the NASDAQ Global Select Market under the symbol FCBC. Shares outstanding were 18,314,905 as of October 30, 2025; this is a baseline figure, not the amount being offered.

The report includes standard forward‑looking statement cautions and an index of sections such as financial statements, legal proceedings, risk factors, and exhibits.

First Community Bankshares, Inc. (FCBC) announced by press release its earnings for the third quarter of 2025 and declared a quarterly cash dividend of $0.31 per common share.

The dividend is payable on or about November 28, 2025, to shareholders of record on November 14, 2025. The earnings release is provided as Exhibit 99.1.

First Community Bankshares (FCBC) and Hometown Bancshares propose a stock-for-stock merger. Each Hometown share will convert into 11.706 shares of FCBC, with cash paid in lieu of fractional shares. Using FCBC prices, the exchange implied about $472.10 per Hometown share on July 18, 2025 and $402.45 on October 6, 2025. Hometown holders are expected to own about 5.3% of FCBC after closing, with current FCBC holders at about 94.7%.

The deal targets tax-free treatment as a reorganization under Section 368(a). The exchange ratio may adjust downward if Hometown’s adjusted shareholders’ equity is below $29,250,000, and Hometown has a price‑protection termination right if FCBC’s average price is below $30.74 and its ratio is under 80% of the NASDAQ Bank Index ratio. Hometown shareholders will vote at a special meeting on December 2, 2025. Appraisal rights are available under West Virginia law, excluding ESOP-held shares. Regulatory approvals are required before closing.

Dimensional Fund Advisors LP reports beneficial ownership of 912,402 shares of First Community Bankshares Inc common stock, representing 5.0% of the class. Dimensional states these shares are owned by its managed Funds and disclaims direct beneficial ownership, while reporting sole voting power for 893,481 shares and sole dispositive power for 912,402. The filing clarifies the position exists in the ordinary course of business and was not acquired to change or influence control of the issuer. The form is a Schedule 13G/A submitted under the rules for institutional investors and includes a certification by the firm’s Global Chief Compliance Officer dated 10/09/2025.