SEC Form 425 filed by First Community Bankshares Inc. (VA)

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)

(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:

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. ☐

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.

(d) Exhibits.

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.