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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 18, 2025
 
FIRST COMMUNITY BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
 
Virginia
 000-19297
55-0694814
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
P.O. Box 989
Bluefield, Virginia
  
24605-0989
(Address of principal executive offices)
  
(Zip Code)
 
(276) 326-9000
(Registrant’s telephone number, including area code)
 
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, par value $1.00 per share
FCBC
NASDAQ Global Select Market 
 
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 18, 2025, Hometown Bancshares, Inc. (“Hometown”), sent a letter to its shareholders confirming the affirmative shareholder vote approving the merger (the “Merger”) of Hometown with and into First Community Bankshares, Inc. (the “Company”) pursuant to the Agreement and Plan of Merger dated July 19, 2025 (the “Merger Agreement”), by and between Hometown and the Company. The letter also discusses procedural next steps for shareholders and a special dividend in January of 2026. A copy of the letter is attached hereto as Exhibit 99.1.
 
Completion of the Merger remains subject to the approval from the Virginia State Corporation Commission Bureau of Financial Institutions and other customary closing conditions. The parties currently expect the transaction to close in the first quarter of 2026.
 
Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit No.
Description
99.1*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
   
* Furnished, not filed. 
 






 
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.
 
 
Date: December 18, 2025 FIRST COMMUNITY BANKSHARES, INC.
By:
/s/ David D. Brown
Name: David D. Brown
Title:
 Chief Financial Officer
 
 
EX-99.1 2 ex_900813.htm EXHIBIT 99.1 HTML Editor

Exhibit 99.1

 

December 18, 2025

 

Dear Shareholder:

 

I am writing to update shareholders on matters pertaining to the merger of Hometown Bancshares, Inc. (Hometown) with First Community Bankshares, Inc. (FCBC).

 

The Shareholders of Hometown met on December 2, 2025, and voted overwhelmingly in favor of the merger. FCBC received the approval of the Federal Reserve Bank of Richmond for the merger on November 6, 2025. Completion of the merger remains subject to approval from the Virginia Bureau of Financial Institutions, which is expected in the coming weeks. As such, merger is expected to close on January 23, 2026, subject to the receipt of all regulatory approvals and satisfaction of all closing conditions.

 

As soon as practicable after the effective date of the merger, you will receive explicit instructions regarding how to exchange your Hometown stock certificates for shares of FCBC. At this time, you should locate all of your Hometown certificates. If you have lost a certificate and need a replacement, please contact Jessica Moore at 304-758-2191 or jmoore@hometownbanc.bank.

 

You have previously received a regular quarterly dividend from Hometown during the first week of January. Shareholders will receive a special dividend from Hometown in January 2026, once Hometown’s 2025 taxable income has been calculated and shareholder K-1 forms have been produced, but Hometown’s regular dividend will not be paid. We are confident that the pending merger will be completed. Hometown shareholders can expect to receive dividends with a record date after the effective time on shares of First Community common stock received in the merger.

 

Please note, Hometown will also be required to file a short-year tax return for the period January 1, 2026 to January 23, 2026. You will receive further communication about this tax filing at a future date. Lastly, Hometown’s CPAs will calculate each shareholder’s tax basis and will provide this information once the 2026 short-year return has been filed.

 

Please feel free to contact me at 304-758-2191 should you have any questions.

 

 

     

Sincerely,

 

Tim Aiken

 

President