Business Context and Reporting Period
This Form 8-K is filed by First Community Bankshares, Inc. (FCBC) on November 12, 2025. The filing reports on the progress of the previously announced merger with Hometown Bancshares, Inc. (Hometown) and provides a correction to the Proxy Statement/Prospectus regarding the transaction.
Key Financial Metrics
This filing is a Current Report regarding regulatory events and document corrections. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period.
Material Changes and Events
- Regulatory Approval: On November 6, 2025, the Federal Reserve Bank of Richmond approved the merger of Union Bank, Inc. (a subsidiary of Hometown) into First Community Bank. The Federal Reserve also granted a waiver from the requirement to file a separate application under the Bank Holding Company Act of 1956.
- Remaining Conditions: The merger remains subject to approval by the Virginia State Corporation Commission Bureau of Financial Institutions, Hometown's shareholders, and other customary closing conditions.
- Document Correction: The company amended the Proxy Statement/Prospectus (File No. 333-290201) to correct an error on page 34 regarding an indication of interest received by Hometown from "Institution A." The corrected text clarifies that Institution A proposed a 100% cash transaction at a lower valuation than First Community's offer.
Guidance, Outlook, and Risks
The filing does not provide financial guidance or outlook. The primary risk noted is that the transaction is not yet closed and remains contingent upon shareholder approval and final state regulatory clearance. Shareholders are advised that the correction to the Proxy Statement/Prospectus does not require re-voting unless they wish to change a prior vote.
Investor Verification Checklist
- Verify the status of the pending approval from the Virginia State Corporation Commission Bureau of Financial Institutions.
- Confirm the date and outcome of the Hometown Bancshares shareholder special meeting.
- Review the corrected Proxy Statement/Prospectus (specifically page 34) to understand the competitive landscape regarding "Institution A."
- Check for any subsequent filings regarding the final closing of the merger.