8-K: FCBC Completes Hometown Bancshares Acquisition

First Community Bankshares, Inc. has finalized its merger with Hometown Bancshares, Inc., expanding its presence in West Virginia.

Summary

• First Community Bankshares, Inc. (FCBC) completed its merger with Hometown Bancshares, Inc. (Hometown) effective January 23, 2026, at 5:01 p.m.
• Hometown merged into First Community, and Hometown's wholly-owned subsidiary, Union Bank, Inc., merged into First Community Bank.
• Hometown shareholders received 11.706 shares of First Community common stock for each Hometown share, plus cash in lieu of fractional shares.
• Most outstanding Hometown stock appreciation rights and dividend equivalent rights vested and were canceled, with holders receiving cash payments; certain unvested stock appreciation rights were assumed by First Community.
• Hometown's eight branch locations in West Virginia began operating as First Community Bank branches on January 26, 2026.
• As of December 2025, Hometown had approximately $415 million in total assets, $172 million in total loans, and $376 million in total deposits.
• First Community Bankshares, Inc. reported consolidated assets of $3.26 billion and managed $1.79 billion in combined assets through its wealth management divisions as of December 31, 2025.

Sentiment

Score: 8

Explanation: The filing announces the successful completion of a strategic acquisition, which is generally positive for growth and market expansion. Management comments are optimistic about synergies and benefits for all stakeholders. No negative financial impacts or unexpected issues were disclosed.

Positives

• The merger aligns with First Community's strategic focus on growing low-cost core deposits.
• The combined entity is positioned to expand its presence in the Parkersburg-Marietta-Vienna MSA and other similar West Virginia markets.
• The acquisition strengthens First Community's robust banking franchise in West Virginia.
• First Community is expected to benefit from Union Bank's strong deposit base.
• Hometown/Union Bank customers will enjoy advantages of increased scale, higher lending limits, and enhanced product and technology offerings from First Community.
• The transaction is expected to accelerate growth for the combined entity and create exciting opportunities for Hometown shareholders and employees.

Risks

• Changes in business or other market conditions could impact future results.
• Challenges exist in the timely development, production, and acceptance of new products and services.
• Managing asset/liability levels effectively remains a difficulty.
• The company faces risks in managing credit risk and interest rate risk.
• There is a difficulty in keeping expense growth at modest levels while increasing revenues.
• Other risks detailed from time to time in the Company's Securities and Exchange Commission reports, including the Annual Report on Form 10-K, could materialize.

Future Outlook

The company anticipates that the merger will accelerate its ability to grow, strengthen its banking franchise in West Virginia, and expand its presence in key markets. It expects to benefit from Union Bank's strong deposit base and offer enhanced services to Union's customers. However, forward-looking statements are subject to risks including market conditions, product development, asset/liability management, credit and interest rate risks, and expense control.

Management Comments

• "Our partnership with Hometown and Union Bank is a natural expansion into West Virginia markets that are similar in size and makeup to the locations where we’ve had great success across our broader banking footprint. We look forward to bringing the two franchises together to better serve our customers and local communities." Gary R. Mills, President and CEO of First Community Bank.
• "We are pleased to announce our partnership with Union Bank. This collaboration will further strengthen our robust banking franchise in West Virginia. We believe First Community will benefit from Unions strong deposit base, while Unions customers will enjoy the advantages of increased scale, higher lending limits, and enhanced product and technology offerings from First Community." William (Will) P. Stafford, II, Chairman and Chief Executive Officer of First Community.
• "We are excited about the opportunity to bring FCBC and Hometown together. The transaction will accelerate our ability to grow, and we believe creates an exciting opportunity for our shareholders and employees. The Hometown board of directors believes FCBC is well positioned and has significant upside opportunity through stock price appreciation. The FCBC platform will allow Hometown to better serve our existing customers and communities, as well as expand into other product offerings. We admire the historical success of the FCBC team and look forward to working together." Timothy Aiken, President of Hometown.

Industry Context

This acquisition reflects a common trend in the regional banking sector where larger, established banks seek to expand their geographic footprint and deposit base through strategic mergers with smaller community banks. The focus on "low-cost core deposits" is particularly relevant in a competitive interest rate environment, as it provides a stable funding source. Expanding into contiguous or similar markets allows for operational synergies and leverages existing brand recognition and infrastructure.

Comparison to Industry Standards

• NA

Related Party Transactions

• No material relationships, other than in respect of the Merger, existed between First Community and Hometown, its directors or officers or any of its affiliates.

Stakeholder Impact

• Shareholders of First Community Bankshares, Inc. may see potential for growth, expanded market presence, and increased scale.
• Shareholders of Hometown Bancshares, Inc. received 11.706 shares of FCBC common stock per share, plus cash for fractional shares, and cash for vested stock appreciation rights and dividend equivalent rights.
• Employees of Hometown/Union Bank are expected to have exciting opportunities as a result of the transaction.
• Customers of Hometown/Union Bank will benefit from increased scale, higher lending limits, and enhanced product and technology offerings from First Community.
• Customers of First Community Bank may benefit from an expanded branch network and potentially broader service offerings.

Next Steps

• Integration of Hometown's eight branch locations into First Community Bank operations.
• Continued efforts to serve customers and local communities with expanded offerings.
• Realization of anticipated synergies and growth acceleration from the merger.

Key Dates

Recommendation

The completion of a merger is a significant event, but this filing primarily confirms a previously announced strategic move. While the merger is positive for long-term growth and market expansion, the immediate impact on the stock price might already be factored in. Investors should hold to observe the integration process and the realization of anticipated synergies before making further investment decisions. The strategic rationale is sound, but execution risk remains.

Keywords

Merger, Acquisition, Banking, Financial Services, Community Bank, West Virginia, NASDAQ: FCBC, Hometown Bancshares, Union Bank, Deposits, Loans, Assets, Wealth Management