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First Community Bankshares CFO receives 418-unit award

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Form Type
4

Rhea-AI Filing Summary

First Community Bankshares (FCBC) Chief Financial Officer David D. Brown reported an award of 418 phantom-stock units through the 401k Wrap on November 12, 2026, at $45.89 per unit; his reported position became 15,151 units. Each unit equals one common share and is payable in cash or common stock, at his election, upon termination of employment. Other reported derivative holdings include 4,455 stock options at a $33 exercise price, expiring March 19, 2031, and restricted stock unit positions of 3,132, 2,427, 2,332 and 2,153 units.

Insider Brown David D
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award PHANTOM STOCK F2 418 $45.89 $19K
Holding RESTRICTED STOCK UNITS F3 -- -- --
Holding STOCK OPTION F4 -- -- --
Holding RESTRICTED STOCK UNITS F5 -- -- --
Holding RESTRICTED STOCK UNIT F6 -- -- --
Holding RESTRICTED STOCK UNIT F7 -- -- --
Holding COMMON STOCK -- -- --
Holding COMMON STOCK -- -- --
Holding COMMON STOCK F1 -- -- --
Holdings After Transaction: PHANTOM STOCK — 15,151 units (Indirect, By 401k Wrap); RESTRICTED STOCK UNITS — 2,427 units, with 5,559 underlying shares of COMMON STOCK (Direct); STOCK OPTION — 4,455 options (Direct); RESTRICTED STOCK UNIT — 4,485 units (Direct); COMMON STOCK — 12,676 shares (Direct); COMMON STOCK — 1,800 shares (Indirect, IRA); COMMON STOCK — 5,529 shares (Indirect, By Employee Stock Ownership & Savings Plan)
Footnotes (7)
  1. F1. Shares increased due to quarterly dividend reinvestment.
  2. F2. 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.
  3. F3. 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.
  4. F4. Stock options vest in three equal installments over three years beginning with 03/31/2022.
  5. F5. 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.
  6. F6. 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.
  7. F7. 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.
Phantom-stock units awarded 418 units Reported November 12, 2026, through the 401k Wrap
Award price per phantom-stock unit $45.89 per unit Reported November 12, 2026
Phantom-stock position after award 15,151 units Reported following the November 12, 2026 award
Direct common stock holdings 12,676 shares Reported November 12, 2026
IRA common stock holdings 1,800 shares Reported as held indirectly through an IRA on November 12, 2026
Employee Stock Ownership & Savings Plan common stock holdings 5,529 shares Reported as held indirectly; shares increased due to quarterly dividend reinvestment
Stock options 4,455 options Reported direct holdings; expiration date March 19, 2031
Stock option exercise price $33 per share Reported for the 4,455 direct options
phantom stock technical
"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.
restricted stock units technical
"The restricted stock units cliff vest on May 23, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
cliff vest technical
"The restricted stock units cliff vest on May 23, 2026"
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
performance criteria technical
"satisfaction of certain performance criteria for the three years ending March 31, 2026"
Employee Stock Ownership & Savings Plan financial
"Shares increased due to quarterly dividend reinvestment"
quarterly dividend reinvestment financial
"Shares increased due to quarterly dividend reinvestment"

FAQ

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

How many phantom-stock units did FCBC CFO David D. Brown receive?

Brown reported an award of 418 phantom-stock units on November 12, 2026, through the 401k Wrap, at $45.89 per unit. His reported phantom-stock position following the award was 15,151 units.

When do FCBC CFO David D. Brown’s restricted stock units vest?

The 3,132-unit position cliff vests May 23, 2026, subject to performance criteria for the three years ending March 31, 2026, and continued employment; 2,427 units have similar conditions for May 29, 2027, with a performance period ending March 31, 2027. For 2,332 and 2,153 units, 30% cliff vests May 28, 2028, and May 27, 2029, respectively, while 70% depends on performance criteria for the related three-year periods; all require continued employment.

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

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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*
Brown David D

(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)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2026
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 STOCK12,676D
COMMON STOCK1,800IIRA
COMMON STOCK5,529(1)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
PHANTOM STOCK(2)11/12/2026A418 (2) (2)COMMON STOCK418$45.8915,151IBy 401k Wrap
RESTRICTED STOCK UNITS(3) (3) (3)COMMON STOCK3,1320D
STOCK OPTION$3303/31/2022(4)03/19/2031COMMON STOCK4,4554,455D
RESTRICTED STOCK UNITS(5) (5) (5)COMMON STOCK2,4272,427D
RESTRICTED STOCK UNIT(6) (6) (6)COMMON STOCK2,3322,332D
RESTRICTED STOCK UNIT(7) (7) (7)COMMON STOCK2,1532,153D
Explanation of Responses:
1. Shares increased due to quarterly dividend reinvestment.
2. 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.
3. 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.
4. Stock options vest in three equal installments over three years beginning with 03/31/2022.
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. 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.
6. 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.
7. 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.
David D. Brown by: Sarah W. Harmon IHis Attorney-in-Fact)11/13/2026
** 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)

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