[Form 4] First Community Bankshares, Inc. (VA) Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing for First Community Bankshares (FCBC) dated 08/01/2025 shows CFO David D. Brown increased his equity exposure. He made one open-market purchase of 150 common shares at $36.00, adding to an existing direct holding of 12,676 shares. Indirectly, Brown now holds 1,800 shares in an IRA and 4,789 shares via the company ESOP.

In the non-cash compensation table he accepted 2,786 phantom stock units valued at $35.77, plus new or existing grants totaling 7,891 restricted stock units and options that vest between 2026-2028, and retains 4,455 stock options exercisable at $33.00 through 2031. No shares or derivatives were disposed of. Following the transactions Brown’s derivative holdings rise to 12,700 units while direct and indirect share ownership totals 19,265 shares.

The filing is a routine insider transaction update with no earnings data or guidance implications, but it confirms continued executive alignment through incremental share accumulation and long-term performance-based equity awards.

Positive

• No shares were sold; all reported transactions increase or maintain ownership.
• Long-term performance-based RSU grants reinforce executive-shareholder alignment.
• Timely Section 16 filing indicates good compliance practices.

Negative

• Direct purchase volume is small (150 shares), limiting signaling power.

Insights

Securities Analyst

TL;DR: CFO added 150 shares and 2,786 phantom units; no sales—neutral to mildly positive signal.

The purchase is small (<$6k) relative to FCBC’s average daily volume, limiting market impact. However, the absence of disposals and the acceptance of additional performance-based RSUs suggest sustained commitment. The derivative grants’ multi-year vesting aligns compensation with shareholder returns but are part of standard LTIP practices. Overall impact on valuation is negligible; sentiment leans modestly supportive.

Corporate Governance Expert

TL;DR: Filing shows standard, compliant disclosure; promotes alignment, minimal governance concerns.

Brown’s Form 4 is timely and complete, indicating effective Section 16 compliance. The mix of phantom stock, RSUs, and options follows typical regional bank incentive structures, balancing retention and performance hurdles. No red flags—no accelerated vesting, repricing, or unusual leverage. Stakeholders should note that phantom stock settles in cash or shares at separation, creating deferred liability yet maintaining alignment. Impact on governance risk profile: immaterial.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brown David D

(Last) (First) (Middle)

PO BOX 989

(Street)

BLUEFIELD VA 24605

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST COMMUNITY BANKSHARES INC /VA/ [ FCBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK								12,676	D
COMMON STOCK	08/01/2025		P		150	A	$36	1,800	I	IRA
COMMON STOCK								4,789	I	By Employee Stock Ownership & Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
PHANTOM STOCK	(1)	08/01/2025		A		2,786		(1)	(1)	COMMON STOCK	2,786	$35.77	12,700	I	By 401k Wrap
RESTRICTED STOCK UNITS	(2)							(2)	(2)	COMMON STOCK	3,132		3,132	D
STOCK OPTION	$33							03/31/2022(3)	03/19/2031	COMMON STOCK	4,455		4,455	D
RESTRICTED STOCK UNITS	(4)							(4)	(4)	COMMON STOCK	2,427		2,427	D
RESTRICTED STOCK UNIT	(5)							(5)	(5)	COMMON STOCK	2,332		2,332	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of employment.

2. Each restricted stock unit represents a contingent right to receive one share of First Community Bankshares Inc. common stock, or at the reporting persons election, the cash value thereof. The restricted stock units cliff vest on May 23, 2026 based on First Community Bankshares, Inc. satisfaction of certain performance criteria for the three years ending March 31, 2026 and the continued employment of the reporting person.

3. Stock options vest in three equal installments over three years beginning with 03/31/2022.

4. Each restricted stock unit represents a contingent right to receive one share of First Community Bankshares Inc. common stock, or at the reporting persons election, the cash value thereof. The restricted stock units cliff vest on May 29, 2027 based on First Community Bankshares, Inc. satisfaction of certain performance criteria for the three years ending March 31, 2027 and the continued employment of the reporting person.

5. Each restricted stock unit represents a contingent right to receive one share of First Community Bankshares Inc. common stock, or at the reporting persons election, the cash value thereof. 30% of the restricted stock units cliff vest on May 28, 2028, and 70% of the units vest based on First Community Bankshares, Inc. satisfaction of certain performance criteria for the three years ending March 31, 2028. All vesting is contingent upon the continued employment of the reporting person.

	David D. Brown by: Sarah W. Harmon (His Attorney-in-Fact)	08/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many FCBC shares did CFO David D. Brown buy on 08/01/2025?

He purchased 150 common shares at $36.00 each.

What is the CFO's total direct ownership after the transaction?

Direct holdings increased to 12,676 shares of FCBC common stock.

Did the filing report any insider sales?

No. All transactions were acquisitions; there were no dispositions of shares or derivatives.

What derivative awards were granted in this Form 4?

Brown received 2,786 phantom stock units, maintains 7,891 RSUs, and 4,455 stock options exercisable at $33 until 2031.

When do the newly reported RSUs vest?

They cliff-vest between May 2026 and May 2028, contingent on performance and continued employment.

Does the Form 4 affect FCBC’s earnings outlook?

No. The filing is a disclosure of insider ownership changes and does not provide earnings guidance.