STOCK TITAN

First Community (NASDAQ: FCBC) CEO logs RSU grant, vesting and updated share holdings

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

Rhea-AI Filing Summary

First Community Bankshares, Inc. Chief Executive Officer William P. Stafford II reported compensation-related equity activity. He received a grant of 3,690 restricted stock units (RSUs). Separately, 5,546 RSUs converted into the same number of common shares, with 1,850 shares withheld to cover tax obligations.

After these transactions, he directly holds 213,011 shares of common stock, plus indirect holdings of 4,058 shares through an employee stock ownership and savings plan and 2,866 shares through a pension plan. He also retains unexercised equity awards, including RSUs tied to multi‑year performance criteria and stock options for 11,702 shares at an exercise price of $33.00 per share.

Positive

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Negative

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Insights

Routine equity vesting and grants for the CEO with no open‑market trades.

The filing shows compensation-driven equity movements for CEO William P. Stafford II. He received 3,690 restricted stock units, and an existing award of 5,546 RSUs converted into common stock, reflecting previously granted incentives reaching a vesting milestone.

Of the converted shares, 1,850 were withheld at a price of $42.38 to satisfy tax obligations, a standard mechanism rather than an open‑market sale. After these events he holds 213,011 common shares directly and maintains additional indirect plan holdings and unexercised options at an exercise price of $33.00, indicating continued equity exposure.

Insider STAFFORD WILLIAM P II
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award RESTRICTED STOCK UNITS 3,690 $0.00 --
Exercise RESTRICTED STOCK UNITS 5,546 $0.00 --
Exercise COMMON STOCK 5,546 $0.00 --
Tax Withholding COMMON STOCK 1,850 $42.38 $78K
holding STOCK OPTION -- -- --
holding RESTRICTED STOCK UNITS -- -- --
holding RESTRICTED STOCK UNITS -- -- --
holding COMMON STOCK -- -- --
holding COMMON STOCK -- -- --
Holdings After Transaction: RESTRICTED STOCK UNITS — 3,690 shares (Direct, null); COMMON STOCK — 213,011 shares (Direct, null); STOCK OPTION — 11,702 shares (Direct, null); COMMON STOCK — 2,866 shares (Indirect, By Brewster Morhous Money Purchase Pension 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 acquired due to nondiscretionary company contribution and allocation under 401(k) plan as well as quarterly dividend reinvestment. Stock options vest in three equal installments over three years beginning with 03/31/2022. 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 3,690 units Restricted stock units granted to CEO
RSUs exercised 5,546 units RSUs converted into common stock
Tax withholding shares 1,850 shares at $42.38 Shares withheld to cover tax liability
Direct common shares 213,011 shares Common stock held directly after transactions
ESOP & savings plan shares 4,058 shares Indirect holdings via Employee Stock Ownership & Savings Plan
Pension plan shares 2,866 shares Indirect holdings via Brewster Morhous pension plan
Stock options 11,702 shares at $33.00 Unexercised options, expiration March 19, 2031
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"
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.
stock options financial
"Stock options vest in three equal installments over three years beginning with 03/31/2022"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
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.
performance criteria financial
"based on First Community Bankshares, Inc. satisfaction of certain performance criteria for the three years ending March 31, 2026"
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*
STAFFORD WILLIAM P II

(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 Executive Officer
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 STOCK05/26/2026M5,546A(1)213,011D
COMMON STOCK05/26/2026F1,850D$42.38211,161D
COMMON STOCK2,866IBy Brewster Morhous Money Purchase Pension Plan
COMMON STOCK4,058(2)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
STOCK OPTION$3303/31/2022(3)03/19/2031COMMON STOCK11,70211,702D
RESTRICTED STOCK UNITS(1)05/26/2026M5,546 (1) (1)COMMON STOCK5,546$00D
RESTRICTED STOCK UNITS(4) (4) (4)COMMON STOCK4,2964,296D
RESTRICTED STOCK UNITS(5) (5) (5)COMMON STOCK3,8313,831D
RESTRICTED STOCK UNITS(6)05/27/2026A3,690 (6) (6)COMMON STOCK03,690$03,690D
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 acquired due to nondiscretionary company contribution and allocation under 401(k) plan as well as quarterly dividend reinvestment.
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.
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 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.
William P. Stafford, II 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 CEO William P. Stafford II report in this Form 4?

He reported routine equity compensation activity, including a grant of 3,690 restricted stock units and the conversion of 5,546 RSUs into common shares, with a portion of those shares withheld to cover associated tax obligations.

How many restricted stock units did FCBC’s CEO receive in this filing?

He received 3,690 new restricted stock units. These units are a form of stock-based compensation that typically vest over time or upon meeting performance criteria, potentially settling in First Community Bankshares common stock or equivalent cash value at vesting.

How many FCBC shares were used for tax withholding in the CEO’s transactions?

A total of 1,850 common shares were withheld at $42.38 per share to satisfy tax obligations. This tax-withholding disposition is coded as “F” and reflects mandatory tax payment mechanics rather than a discretionary open-market share sale.

What are the FCBC CEO’s direct common stock holdings after these transactions?

Following the reported transactions, he directly holds 213,011 shares of First Community Bankshares common stock. This figure reflects his position after the RSU conversion and related tax-withholding shares, as disclosed in the updated ownership totals.

What indirect FCBC share holdings does the CEO report?

He reports 4,058 common shares held through an Employee Stock Ownership & Savings Plan and 2,866 shares held through the Brewster Morhous Money Purchase Pension Plan, providing additional indirect exposure to First Community Bankshares equity beyond his direct holdings.

What unexercised stock options does the FCBC CEO hold?

He holds stock options linked to 11,702 underlying common shares with a $33.00 exercise price, expiring on March 19, 2031. These options vest in three equal installments beginning March 31, 2022, as described in the accompanying footnote disclosure.