STOCK TITAN

First Community Bankshares (FCBC) president details RSU vesting, grant and tax share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

First Community Bankshares President Gary R. Mills reported routine equity compensation activity. On May 27, 2026, he received a grant of 4,917 restricted stock units, representing a contingent right to receive an equal number of common shares or their cash value.

On May 26, 2026, 7,394 restricted stock units vested and converted into the same number of common shares, and 3,354 shares were disposed of at $42.38 per share to satisfy tax obligations, not as an open-market sale. After these transactions, he directly holds 12,777 shares of common stock and indirectly holds 10,916 shares through an employee stock ownership and savings plan.

He also retains additional equity-linked incentives, including restricted stock units tied to future performance periods, 15,968 phantom stock units payable in cash or stock at employment termination, and multiple stock option awards covering 15,799 shares at an exercise price of $33.00 exercisable until March 19, 2031, along with smaller older option grants.

Positive

  • None.

Negative

  • None.
Insider Mills Gary R
Role President
Type Security Shares Price Value
Grant/Award RESTRICTED STOCK UNITS 4,917 $0.00 --
Exercise RESTRICTED STOCK UNITS 7,394 $0.00 --
Exercise COMMON STOCK 7,394 $0.00 --
Tax Withholding COMMON STOCK 3,354 $42.38 $142K
holding STOCK OPTION -- -- --
holding STOCK OPTION -- -- --
holding STOCK OPTION -- -- --
holding PHANTOM STOCK -- -- --
holding RESTRICTED STOCK UNITS -- -- --
holding RESTRICTED STOCK UNITS -- -- --
holding COMMON STOCK -- -- --
holding COMMON STOCK -- -- --
Holdings After Transaction: RESTRICTED STOCK UNITS — 4,917 shares (Direct, null); COMMON STOCK — 25,494 shares (Direct, null); STOCK OPTION — 865 shares (Direct, null); PHANTOM STOCK — 15,968 shares (Indirect, By 401k Wrap); COMMON STOCK — 10,916 shares (Indirect, By Employee Stock Ownership & Savings Plan)
Footnotes (1)
  1. Each restricted stock unit converted into one share of First Community Bankshares Inc. common stock. The restricted stock units cliff vested on May 26, 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. Shares were transferred from individual account to joint account. Owned jointly with spouse. Shares were acquired due to nondiscretionary company contribution and allocation under 401(k) plan as well as quarterly dividend reinvestment. Stock options vest and become exercisable in seven equal annual installments beginning with the date listed. Stock options are exercisable until 5 years after retirement at or after age 62, disability or death. If employment is terminated other than by retirement at or after 62, disability or death vested options must be exercised within 90 days after the effective date of termination. Any option not exercised within such period shall be deemed cancelled. Stock options vest in three equal installments over three years beginning with 03/31/2022. 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. 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. 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. 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 27, 2029, and 70% of the units vest based on First Community Bankshares, Inc. satisfaction of certain performance criteria for the three years ending March 31, 2029. All vesting is contingent upon the continued employment of the reporting person.
New RSU grant 4,917 units Restricted stock units granted on May 27, 2026
RSUs vested and exercised 7,394 units Restricted stock units converted to common stock on May 26, 2026
Shares withheld for taxes 3,354 shares at $42.38 Tax-withholding disposition of common stock on May 26, 2026
Direct common stock holdings 12,777 shares Direct ownership after reported transactions
Indirect ESOP holdings 10,916 shares Common stock held via employee stock ownership & savings plan
Phantom stock units 15,968 units Economic equivalent of common shares, payable at employment termination
Stock options at $33.00 15,799 shares Options exercisable until March 19, 2031
Older stock option grants 3,025 and 865 shares Options with $29.15 and $24.65 exercise prices
restricted stock unit financial
"Each restricted stock unit represents a contingent right to receive one share of First Community Bankshares Inc. common stock"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
cliff vested financial
"The restricted stock units cliff vested on May 26, 2026 based on First Community Bankshares, Inc. satisfaction of certain performance criteria"
phantom stock financial
"Each share of phantom stock is the economic equivalent of one share of common stock"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
401(k) plan financial
"Shares were acquired due to nondiscretionary company contribution and allocation under 401(k) plan as well as quarterly dividend reinvestment"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
employee stock ownership & savings plan financial
"By Employee Stock Ownership & Savings Plan"
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SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Mills Gary R

(Last)(First)(Middle)
PO BOX 989

(Street)
BLUEFIELD VIRGINIA 24605

(City)(State)(Zip)

UNITED STATES

(Country)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
COMMON STOCK05/26/2026M7,394A(1)25,494D
COMMON STOCK05/26/2026F3,354D$42.3812,777(2)D
COMMON STOCK34,900(2)D(3)
COMMON STOCK10,916(4)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
RESTRICTED STOCK UNITS(1)05/26/2026M7,394 (1) (1)COMMON STOCK7,394$00D
STOCK OPTION$24.6512/31/2002(5) (6)COMMON STOCK865865D
STOCK OPTION$29.1512/31/2003(5) (6)COMMON STOCK3,0253,025D
STOCK OPTION$3303/31/2022(7)03/19/2031COMMON STOCK15,79915,799D
PHANTOM STOCK(8) (8) (8)COMMON STOCK15,96815,968IBy 401k Wrap
RESTRICTED STOCK UNITS(9) (9) (9)COMMON STOCK5,7285,728D
RESTRICTED STOCK UNITS(10) (10) (10)COMMON STOCK5,1075,107D
RESTRICTED STOCK UNITS(11)05/27/2026A4,917 (11) (11)COMMON STOCK4,917$04,917D
Explanation of Responses:
1. Each restricted stock unit converted into one share of First Community Bankshares Inc. common stock. The restricted stock units cliff vested on May 26, 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.
2. Shares were transferred from individual account to joint account.
3. Owned jointly with spouse.
4. Shares were acquired due to nondiscretionary company contribution and allocation under 401(k) plan as well as quarterly dividend reinvestment.
5. Stock options vest and become exercisable in seven equal annual installments beginning with the date listed.
6. Stock options are exercisable until 5 years after retirement at or after age 62, disability or death. If employment is terminated other than by retirement at or after 62, disability or death vested options must be exercised within 90 days after the effective date of termination. Any option not exercised within such period shall be deemed cancelled.
7. Stock options vest in three equal installments over three years beginning with 03/31/2022.
8. 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.
9. 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.
10. 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.
11. 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 27, 2029, and 70% of the units vest based on First Community Bankshares, Inc. satisfaction of certain performance criteria for the three years ending March 31, 2029. All vesting is contingent upon the continued employment of the reporting person.
Gary R. Mills by: Sarah W. Harmon (His Attorney-in-Fact)05/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did FCBC President Gary R. Mills report in this Form 4?

Gary R. Mills reported a routine mix of equity compensation events, including vested restricted stock units converting into common stock, a new restricted stock unit grant, and shares withheld to cover tax obligations associated with these awards.

How many restricted stock units were granted to FCBC President Gary R. Mills?

He received a grant of 4,917 restricted stock units on May 27, 2026. Each unit represents a contingent right to receive one share of First Community Bankshares common stock or its cash value, subject to future performance and continued employment conditions.

What equity awards vested for FCBC President Gary R. Mills in May 2026?

On May 26, 2026, 7,394 restricted stock units cliff vested and converted into 7,394 shares of common stock. The vesting was based on three-year performance criteria through March 31, 2026 and the continued employment of the reporting person.

Were any FCBC shares sold by Gary R. Mills on the open market?

The filing shows 3,354 common shares disposed of at $42.38 per share to satisfy tax liabilities. This F-code transaction reflects tax withholding related to equity awards, not an open-market sale reflecting a discretionary trading decision.

How many FCBC common shares does Gary R. Mills hold after these transactions?

After the reported transactions, he directly holds 12,777 shares of common stock. He also indirectly holds 10,916 additional shares through an employee stock ownership and savings plan, providing both direct and plan-based equity exposure to the company.

What longer-term equity incentives does Gary R. Mills retain at FCBC?

He retains several equity-linked positions, including restricted stock units tied to future performance periods, 15,968 phantom stock units, and stock options for 15,799 shares at a $33.00 exercise price exercisable until March 19, 2031, plus smaller older option grants.