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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): December 16, 2025


	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 8.01

Other Events.

On December 16, 2025, the Company announced by press release a special cash dividend to common shareholders in the amount of $1.00 per common share, payable on or about January 16, 2026, to shareholders of record on January 2, 2026.

This special cash dividend is based on Company performance through the first three quarters of 2025 and may not be indicative of special cash dividend activity in the future.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)		The following exhibit is included with this report:

Exhibit No.		Exhibit Description

99.1 104		Press release dated December 16, 2025. Cover Page Interactive Data File (formatted as Inline XBRL).

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may differ materially. These risks include: changes in business or other market conditions; the timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission reports, including but not limited to the Annual Report on Form 10-K for the most recent year ended. Pursuant to the Private Securities Litigation Reform Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

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:	December 16, 2025	By:	/s/ David D. Brown

			David D. Brown
			Chief Financial Officer

EX-99.1 2 ex_899553.htm EXHIBIT 99.1 ex_899553.htm

Exhibit 99.1


NEWS RELEASE
FOR IMMEDIATE RELEASE:		FOR MORE INFORMATION, CONTACT:
December 16, 2025		David D. Brown
		(276) 326-9000

First Community Bankshares, Inc. Announces Special Dividend

Bluefield, Virginia – First Community Bankshares, Inc. (NASDAQ: FCBC) (www.firstcommunitybank.com) (the “Company”) today reported its Board of Directors declared a special cash dividend to common shareholders of $1.00 per common share.

The Company’s capital management plan and philosophy require the maintenance of a strong capital base from which to grow and serve customers. If current earnings are not needed to increase the capital base to fund growth in core operations or other uses, the capital management plan directs those earnings be returned to shareholders through regular cash dividends and/or stock repurchases. To the extent current earnings exceed those capital uses, the Company may declare special dividends from time to time. The Company earned approximately $36.33 million in the first three quarters of 2025, from which it paid regular dividends of $17.02 million, and repurchased shares for $1.85 million.

The Board of Directors determined that the Company will have sufficient surplus capital to support anticipated growth opportunities and other needs after payment of the special dividend totaling approximately $18.32 million. This special cash dividend is expected to be payable on or about January 16, 2026, to shareholders of record on or about January 2, 2026, and may not be indicative of special cash dividend activity in the future.

Since July 1, 2013, the Company earned approximately $452 million, from which it paid regular dividends of $192 million, special dividends of $46 million, and repurchased 9.38 million shares for $234 million.