First Community Bankshares (NASDAQ: FCBC) closes merger with Hometown Bancshares

Rhea-AI Filing Summary

First Community Bankshares, Inc. completed its previously announced merger with Hometown Bancshares, Inc. effective as of 5:01 p.m. on January 23, 2026. Hometown was merged into First Community, and immediately afterward Union Bank, Inc., Hometown’s wholly owned bank subsidiary, merged into First Community Bank, the bank subsidiary of First Community.

Each outstanding share of Hometown common stock was converted into the right to receive 11.706 shares of First Community common stock, plus cash, without interest, instead of any fractional shares. Outstanding Hometown stock appreciation rights (other than certain rights unvested as of January 1, 2025) and dividend equivalent rights became fully vested, were canceled, and holders received or will receive lump-sum cash payments from First Community within ten business days of the effective time, based on formulas tied to the Average Closing Price, the Exchange Ratio, and award terms. Certain unvested stock appreciation rights as of January 1, 2025 were assumed by First Community. The company also noted that there were no material relationships between First Community and Hometown other than in respect of the merger and that it issued a press release on January 26, 2026 announcing completion of the transaction.

Insights

Bank M&A and capital structure analyst

First Community closes an all-stock bank acquisition with added cash settlements for legacy incentives.

First Community Bankshares has now closed its previously announced merger with Hometown Bancshares, with Hometown shareholders receiving 11.706 First Community shares per Hometown share plus cash in lieu of fractional shares. This is an all‑stock consideration structure at the shareholder level, which typically preserves cash on the acquirer’s balance sheet while expanding its equity base.

The transaction also includes a follow‑on bank merger where Union Bank, Inc. combines into First Community Bank, simplifying the organizational structure to a single surviving bank. Equity-based incentives at Hometown were largely cashed out: vested and newly vested stock appreciation rights and dividend equivalent rights are converted into lump‑sum cash payments within ten business days of the effective time, based on the Average Closing Price, the 11.706 exchange ratio, the exercise price, and award account values.

Certain Hometown stock appreciation rights that were unvested as of January 1, 2025 were assumed by First Community, which means some legacy incentive exposure continues under the new parent. Overall, the filing formalizes legal completion of both the holding company and bank‑level mergers; any impact on earnings, capital ratios, or integration costs would need to be evaluated from subsequent financial disclosures.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 Agreement and Plan of Merger, dated as of July 19, 2025, by and between First Community Bankshares, Inc. and Hometown Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K dated July 19, 2025 filed by First Community Bankshares, Inc. on July 21, 2025 (File No 000-19297)*

99.1 Press Release, dated January 26, 2026 issued by First Community Bankshares, Inc.

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

FAQ

What did First Community Bankshares (FCBC) announce in this 8-K?

First Community Bankshares announced that, effective as of 5:01 p.m. on January 23, 2026, it completed its previously announced merger with Hometown Bancshares, Inc., with First Community as the surviving corporation. It also completed the related bank merger of Union Bank, Inc. into First Community Bank.

What are the merger terms for Hometown Bancshares shareholders in the FCBC deal?

Under the merger agreement, each outstanding share of Hometown common stock was converted into the right to receive 11.706 shares of First Community common stock, par value $1.00 per share, plus cash, without interest, in lieu of any fractional First Community shares.

What happened to Union Bank, Inc. in the First Community (FCBC) transaction?

Immediately after the holding company merger, Union Bank, Inc., a wholly owned subsidiary of Hometown, merged with and into First Community Bank, a wholly owned subsidiary of First Community. First Community Bank is the surviving bank in this bank merger.

How were Hometown stock appreciation rights treated in the First Community merger?

All Hometown stock appreciation rights, except certain rights unvested as of January 1, 2025, became fully vested at the effective time and were canceled. Holders received or will receive a lump‑sum cash payment within ten business days, calculated as the excess, if any, of the Average Closing Price multiplied by the 11.706 exchange ratio over the applicable exercise price, multiplied by the number of shares subject to each right. Stock appreciation rights unvested as of January 1, 2025 were assumed by First Community.

How were Hometown dividend equivalent rights handled in the FCBC merger?

All dividend equivalent rights granted under the Hometown Dividend Equivalent Incentive Plan that were outstanding immediately prior to the effective time became fully vested and were canceled. Holders received or will receive a lump‑sum cash payment from First Community within ten business days equal to the account value of each dividend rights award.

Did First Community Bankshares report any other material relationships with Hometown?

First Community stated that 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.

Did First Community (FCBC) issue a press release about the Hometown merger closing?

Yes. First Community issued a press release on January 26, 2026 announcing completion of the merger. A copy of the press release is attached as Exhibit 99.1 and furnished to the SEC, but is not deemed filed for any purpose.