FIRST COMMUNITY BANKSHARES INC /VA/ 8-K

What Happened
First Community Bankshares, Inc. announced it completed its previously announced merger with Hometown Bancshares, Inc. effective 5:01 p.m. on January 23, 2026. Hometown merged into First Community, and immediately after the closing Hometown’s subsidiary Union Bank, Inc. merged into First Community’s bank subsidiary (First Community Bank).

Key Details

• Effective Time: January 23, 2026 at 5:01 p.m.
• Exchange Ratio: Each share of Hometown common stock converted into 11.706 shares of First Community common stock, plus cash in lieu of fractional shares.
• Equity awards: Most outstanding Hometown stock appreciation rights (SARs) and dividend equivalent rights that were not vested as of immediately prior to the Effective Time became fully vested and were canceled; holders received lump-sum cash payments within 10 business days. Unvested SARs as of January 1, 2025 were assumed by First Community.
• Corporate filings: The merger was pursuant to the Agreement and Plan of Merger dated July 19, 2025; First Community furnished a press release on January 26, 2026 (Exhibit 99.1).

Why It Matters
This is an acquisition-related transaction that increases First Community’s footprint and deposits by folding Hometown and its bank subsidiary into First Community’s operations. The Exchange Ratio (11.706 shares per Hometown share) and the cash treatment of fractional shares and certain vested awards determine how former Hometown shareholders and option holders are compensated. Investors should note the impact on share count and dilution, the treatment of incentive awards, and that the company has furnished a press release announcing the closing.