First Community to buy Main Street for about $243M

Main Street directors have agreed to vote their shares for the deal; the signatories beneficially own approximately 10.4% of its outstanding common stock.

Rhea-AI Filing Summary

First Community Bankshares (FCBC) agreed to acquire Main Street Financial Services Corp. in a stock merger. At closing, each eligible Main Street common share converts into the right to receive 0.6174 FCBC shares, with cash in lieu of fractional shares. Based on FCBC’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. Main Street reported approximately $1.6 billion in assets as of September 30, 2026; combined assets are expected to be approximately $5.2 billion before transaction-related adjustments.

Closing is expected early in the second quarter of 2027, subject to both companies’ shareholder approvals, regulatory approvals, an effective Form S-4 registration statement and other customary conditions; FCBC agreed to file the S-4 within 45 days. Main Street options, vested or unvested, will be cancelled for cash under a formula tied to FCBC’s average closing price for the 10 trading days before closing, the exchange ratio and each option’s exercise price. Main Street may owe FCBC a $9.61 million termination fee in specified circumstances. Mark R. Witmer, Main Street’s chairman, president and CEO, is to join First Community Bank as President of the Ohio Region upon closing.

Filing Explained

Main Street directors agreed to vote shares representing about 10.4 percent of its stock for the merger, but shareholder votes and regulatory approvals remain outstanding.

First Community and Main Street have signed a merger agreement, but the deal is not completed and remains subject to both companies’ shareholder votes and regulatory approvals. If it closes, Main Street common shares convert into First Community shares, increasing its share count and reducing existing holders’ percentage ownership.

Main Street directors agreed to vote the shares they own for the merger; together, those shares represent about 10.4% of Main Street’s outstanding common stock, a specified block of support that does not replace the required shareholder approvals.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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, or exhibit attachments filed with this report.

Key Figures

Exchange ratio: 0.6174 FCBC shares per eligible Main Street common share 10-day volume-weighted average price: $48.82 per share Implied value per Main Street share: Approximately $30.14 +5 more

8 metrics

Exchange ratio 0.6174 FCBC shares per eligible Main Street common share Merger consideration at closing

10-day volume-weighted average price $48.82 per share As of October 26, 2026

Implied value per Main Street share Approximately $30.14 Based on FCBC’s 10-day volume-weighted average price as of October 26, 2026

Aggregate transaction value Approximately $243 million Merger consideration

Main Street assets Approximately $1.6 billion As of September 30, 2026

Expected combined assets Approximately $5.2 billion Based on reported assets before transaction-related adjustments

Termination fee $9.61 million Main Street pays FCBC in specified termination circumstances

Main Street director support agreements Approximately 10.4% of outstanding Main Street common stock Beneficially owned in aggregate by the parties to the agreements

Key Terms

Exchange Ratio, Average Closing Price, volume-weighted average price, tax-free reorganization, +1 more

5 terms

Exchange Ratio financial

"shares (the “Exchange Ratio”) of First Community common stock"

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.

Average Closing Price financial

"the “Average Closing Price” multiplied by (B) the Exchange Ratio"

The average closing price is the arithmetic mean of a security’s end-of-day prices over a chosen period, found by adding each day’s closing price and dividing by the number of days. It smooths out daily ups and downs to show a typical market value—like averaging daily temperatures to understand a month’s climate—and helps investors spot trends, judge whether a stock is generally rising or falling, and make clearer buy or sell decisions.

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.

tax-free reorganization regulatory

"intended to be a tax-free reorganization under Section 368(a)"

A tax-free reorganization is a corporate restructuring—such as a merger, acquisition, or stock-for-stock exchange—structured so that shareholders do not have to pay immediate income tax on gains from the transaction. Think of it like swapping houses under a rule that lets you avoid a tax bill until you later sell; it matters to investors because it affects the timing of taxes, the adjusted cost basis of their holdings, and the net economic benefit they actually receive from the deal.

non-solicitation obligations regulatory

"customary non-solicitation obligations relating to alternative acquisition proposals"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is FCBC’s acquisition of Main Street worth?

The announced aggregate transaction value is approximately $243 million. The exchange ratio is 0.6174 FCBC shares per eligible Main Street share; based on FCBC’s 10-day volume-weighted average price of $48.82 as of October 26, 2026, that represents approximately $30.14 per Main Street share.

How will Main Street shareholders be paid in the FCBC merger?

Each eligible outstanding Main Street common share will convert at closing into the right to receive 0.6174 FCBC common shares, with cash paid in lieu of fractional shares. The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

When can FCBC or Main Street terminate the merger if it has not closed?

Either party may terminate the agreement if the merger is not consummated by August 31, 2027.

How much of Main Street’s stock do FCBC merger support agreements cover?

Main Street directors who signed support agreements beneficially own approximately 10.4% of Main Street’s outstanding common stock in aggregate. Each agreed to vote the shares they own in favor of the agreement and merger.

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

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Available on EDGAR 10/28/2026 - 08:54 AM EDT Accepted by SEC EDGAR 10/28/2026 - 08:53 AM EDT Learn about SEC filing dates

false 0000859070 0000859070 2026-10-27 2026-10-27

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):  October 27, 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 1.01 Entry into a Material Definitive Agreement 

On October 27, 2026, First Community Bankshares, Inc. (“First Community”) entered into an Agreement and Plan of Merger (the “Agreement”) with Main Street Financial Services Corp., a West Virginia corporation (“Main Street”), under which First Community will acquire Main Street.

Main Street is a bank holding company headquartered in Wooster, Ohio, with total assets of approximately $1.6 billion, total loans of approximately $1.3 billion, total liabilities of approximately $1.5 billion, total deposits of approximately $1.4 billion and total shareholders' equity of approximately $137 million as of September 30, 2026. Main Street is the parent company of Main Street Bank Corp., which operates 21 banking offices across east central Ohio and in the northern panhandle of West Virginia.

Pursuant to the terms and conditions set forth in the Agreement, at the effective time of the Merger (the “Effective Time”), Main Street will merge with and into First Community (the “Merger”). Main Street will cease to exist, and First Community will survive and continue to exist as a Virginia corporation. The Agreement further provides that following the Effective Time, Main Street Bank Corp. will merge with and into First Community Bank, a wholly owned subsidiary of First Community (the “Bank Merger”). First Community Bank will survive the Bank Merger and continue to exist as a Virginia banking corporation.

At the Effective Time, a current member of the Main Street board of directors will be appointed to the First Community and First Community Bank board of directors.

Merger Consideration

The Agreement provides that, upon the terms and conditions set forth in the Agreement, at the Effective Time, each share of Main Street common stock, par value $1.00 per share (“Main Street Common Stock”) outstanding immediately prior to the Effective Time will be converted into the right to receive 0.6174 shares (the “Exchange Ratio”) of First Community common stock, par value $1.00 per share (“First Community Common Stock”). Holders of Main Street Common Stock will receive cash 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 share of Main Street Connon Stock and an aggregate transaction value of approximately $243 million.

The Merger is intended to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”).

Treatment of Main Street Options

As of the Effective Time, each option to purchase shares of Main Street Common Stock (each, a “Main Street Stock Option”) that is outstanding and unexercised under the Main Street 2025 Equity Incentive Plan and the Legacy Wayne Share Option Plan (collectively, the “Main Street Stock Plans”) immediately prior to the Effective Time, whether vested or unvested, will be cancelled without any action on the part of the holder or beneficiary thereof, and converted into the right to receive a lump sum cash payment equal to the product of: (i) the excess, if any, of the product of (A) the volume-weighted average of the closing sales price of First Community Common Stock as reported on Nasdaq for the 10 consecutive trading days ending on and including the last trading day immediately preceding the closing date (the “Average Closing Price”) multiplied by (B) the Exchange Ratio, over the applicable exercise price of such Main Street Stock Option; and (ii) the number of shares of Main Street Common Stock subject to such Main Street Stock Option, less any required withholding taxes.

Representations and Warranties; Covenants

The Agreement contains customary representations and warranties from both First Community and Main Street, and each party has agreed to customary covenants. Main Street has agreed to conduct its business in the ordinary course during the interim period between the execution of the Agreement and the Effective Time. Each party has agreed to call a meeting of its shareholders to consider and vote upon the approval of the Agreement and the transactions contemplated thereby and, subject to certain exceptions, for the board of directors of each party to recommend that its shareholders vote in favor of the Agreement and the transactions contemplated thereby. Main Street has also agreed to customary non-solicitation obligations relating to alternative acquisition proposals, subject to certain exceptions. First Community has agreed to file the registration statement on Form S-4 with the SEC within 45 days from the date of the Agreement. Main Street and First Community have also agreed to use their reasonable best efforts to prepare and file all applications, notices and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Agreement.

Closing Conditions

The completion of the Merger and the Bank Merger are subject to customary conditions, including (1) receipt of the requisite approval of both First Community’s and Main Street’s shareholders of the Agreement, (2) the admission for listing on the Nasdaq Stock Exchange of the shares of First Community Common Stock to be issued in the Merger, (3) receipt of required regulatory approvals from the Board of Governors of the Federal Reserve System and the Virginia State Corporation Commission Bureau of Financial Institutions and regulatory filings with the West Virginia Division of Financial Institutions, (4) effectiveness of the registration statement on Form S-4 for First Community Common Stock to be issued in the Merger, and (5) the absence of any order, injunction, decree or other legal restraint prohibiting the completion of the Merger, the Bank Merger or any of the other transactions contemplated by the Agreement.

Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (1) the accuracy of the representations and warranties of the other party, (2) performance in all material respects by the other party of its obligations under the Agreement, and (3) receipt by such party of an opinion from its tax counsel to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the IRC.

The Merger is expected to close early in the second quarter of 2027 subject to the satisfaction of the above conditions.

Termination; Termination Fee

The Agreement provides certain termination rights for both First Community and Main Street, including, among others, (a) by mutual consent of the parties; (b) by either party upon the failure to obtain the requisite regulatory approvals; (c) by either party if the Merger is not consummated by August 31, 2027; (d) by either party if the other materially breaches a representation, warranty, covenant or agreement, subject to a cure period; (e) by either party if the requisite vote of either party’s shareholders to approve the Agreement is not obtained; (f) by First Community if (i) the Main Street board of directors changes its recommendation to its shareholders or fails to unanimously publicly recommend in the joint proxy statement/prospectus to be filed by First Community that the Main Street shareholders approve the Agreement, or (ii) Main Street breaches the non-solicitation covenants in the Agreement in any material respect or Main Street breaches the covenant related to the Main Street shareholder meeting in any material respect; or (g) by Main Street if (i) the First Community board of directors changes its recommendation to its shareholders or fails to unanimously publicly recommend in the joint proxy statement/prospectus to be filed by First Community that the First Community shareholders approve the Agreement, or (ii) First Community breaches the covenant related to the First Community shareholder meeting in any material respect.

The Agreement provides that Main Street will pay a termination fee of $9.61 million to First Community if First Community terminates the Agreement because (a) the Main Street board of directors changes its recommendation to its shareholders or fails to unanimously publicly recommend in the joint proxy statement/prospectus to be filed by First Community that the Main Street shareholders approve the Agreement, (b) Main Street breaches the non-solicitation covenants in the Agreement in any material respect or (c) Main Street breaches its covenant with respect to the Main Street shareholder meeting to vote on the Agreement in any material respect.  Main Street is also required to pay the termination fee if (i) the Agreement is terminated (A) by either party as a result of the failure to obtain the requisite vote of Main Street’s shareholders to approve the Agreement if the Main Street board of directors changed its recommendation to its shareholders, or (B) the Merger is not consummated by August 31, 2027 as a result of Main Street not obtaining the requisite vote of Main Street’s shareholders to approve the Agreement, or (C) by First Community as a result of Main Street’s material breach of a representation, warranty, covenant or agreement, (ii) before the Main Street’s shareholder meeting or the date of termination, an acquisition proposal has been publicly announced, disclosed and communicated and (iii) within 12 months of such termination, Main Street enters into an agreement with respect to an acquisition proposal. 

Important Statement Regarding Agreement

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 this Current Report on Form 8-K and is incorporated herein by reference.

The representations, warranties and covenants of each party set forth in the Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation of the Merger and (2) were made only as of the date of the Agreement or such other date as is specified in the Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Agreement is included with this filing only to provide investors with information regarding the terms of the Agreement, and not to provide investors with any other factual information regarding First Community or Main Street, their respective affiliates or their respective businesses. The Agreement should not be read alone, but should instead be read in conjunction with the other information regarding First Community, Main Street, their respective affiliates or their respective businesses, the Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a prospectus of First Community and a joint proxy statement of First Community and Main Street, as well as in the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that First Community makes with the Securities and Exchange Commission (“SEC”).

Item 8.01 Other Events 

Concurrently with the execution of the Agreement, First Community entered into voting and support agreements (each, a “Support Agreement”) with the directors of Main Street, in their capacities as shareholders of Main Street.  Pursuant to the terms of the Support Agreements, each director of Main Street has agreed to vote the shares of Main Street common stock they own in favor of the Agreement and the Merger. The parties to the Support Agreements beneficially own in the aggregate approximately 10.4% of the outstanding shares of Main Street Common Stock. The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Support Agreement, which is attached hereto as Exhibit A to the Agreement attached as Exhibit 2.1 and is incorporated herein by reference.

On October 28, 2026, First Community and Main Street issued a joint press release and First Community provided an investor presentation to interested parties concerning the acquisition of Main Street. Copies of the press release and investor presentation are attached hereto as Exhibits 99.1 and 99.2, and are being furnished to the SEC and shall not be deemed “filed” for any purpose.

Item 9.01 Financial Statements and Exhibits 

(d) Exhibits          The following exhibits are included with this report:

Exhibit No.	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of October 27, 2026, by and between First Community Bankshares, Inc. and Main Street Financial Services Corp. (listed disclosure schedules have been omitted pursuant to Regulation S-K Item 601(b)(2). First Community Bankshares, Inc. agrees to furnish a supplemental copy of such schedule upon request of the SEC).
99.1	Press Release, dated October 28, 2026, issued by First Community Bankshares, Inc. and Main Street Financial Services Corp.
99.2	Investor Presentation, dated October 28, 2026, issued by First Community Bankshares, Inc.
104	Cover-Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Form 8-K, the joint press release and investor presentation contain 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 Merger, 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 Merger may not be realized or may take longer than anticipated to be realized, (2) disruption from the Merger 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, (4) the risk of successful integration of the two organizations’ businesses, (5) the failure of First Community’s or Main Street’s shareholders to approve the Merger, (6) the amount of costs, fees, expenses, and charges related to the Merger, (7) the ability to obtain required governmental and regulatory approvals for the Merger, (8) reputational risk and the reaction of the parties’ customers to the Merger, (9) the failure of the conditions to closing of the Merger 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 Merger 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 Merger, (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 Merger 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.

Additional Information About the Merger and Where to Find It

The information in this Current Report on Form 8-K 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 will file a registration statement on Form S-4 with the SEC, which will contain the joint proxy statement of First Community and Main Street and a prospectus of First Community. Shareholders of First Community and Main Street and other investors are urged to read the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that First Community will file with the SEC in connection with the proposed Merger because it will contain important information about First Community, Main Street, the Merger, the persons soliciting proxies in the Merger and their interests in the Merger and related matters. Investors will be able to obtain all documents filed with the SEC by First Community free of charge at the SEC’s Internet site (https://www.sec.gov). In addition, documents filed with the SEC by First Community will be available free of charge from the Corporate Secretary of First Community Bankshares, Inc., P.O. Box 989, Bluefield, Virginia 24605-0989; telephone (276) 326-9000. The joint proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing First Community’s website at https://ir.fcbresource.com under the tab “SEC Filings”. You are urged to read the joint proxy statement/prospectus carefully before making a decision concerning the Merger.

Participants in the Transactions

First Community, Main Street and their respective directors, executive officers and certain other members of management and employees may be deemed “participants” in the solicitation of proxies from First Community’s and Main Street’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 the First Community and Main Street 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.

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:	October 28, 2026		By:	/s/ David D. Brown
				David D. Brown
				Chief Financial Officer

Exhibit 99.1

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

BLUEFIELD, Va., October 28, 2026 — 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.”

1

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

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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.

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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.

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Exhibit 99.2

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 22.6 KB
• EX-99.2 EXHIBIT 99.2 12.6 KB

Other Documents

• EX-2.1 EXHIBIT 2.1 615.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB