First Community Bankshares Announces Acquisition of Main Street Financial Services
GlobeNewswire
1h ago
Ai Focus
First Community Bankshares and Main Street Financial Services jointly announce the signing of a merger agreement. According to the agreement, shareholders of Main Street will receive 0.6174 shares of First Community common stock per share, with a total transaction value of approximately $243 million, and the completion is expected to take place in the first quarter of 2027.
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Blufffield, Virginia, October 28 (Reuters/ GlobeNewswire ) – First Community Bankshares, headquartered in Blufffield, Virginia, and Inc (“First Community”) ( NASDAQ : FCBC ), along with Main Street Financial Services Corp, headquartered in Worcester, Ohio (“Main Street”) ( OTCQX : MSWV ), today jointly announced that the two parties have signed a merger agreement (“Agreement”).

According to this agreement, Main Street will be merged into First Community, and First Community will continue to operate as a surviving company. Main Street, a wholly-owned subsidiary of the bank Main Street Bank Corp ("Main Street Bank"), will also be merged into First Community's wholly-owned subsidiary First Community Bank.

As of September 30, 2026, Main Street reported consolidated assets of approximately $1.6 billion. Based on the assets disclosed by both companies on that date, the consolidated entity is expected to report assets of about $5.2 billion before deducting transaction-related adjustments.

The proposed transaction will advance its robust growth strategy by strengthening First Community's business presence in West Virginia and establishing a significant foothold in the attractive eastern Ohio market. This collaboration will extend First Community's banking services to five states. By combining their strengths, the two parties will leverage Main Street Bank's strong organic loan growth and mature customer relationships with First Community's low-cost core deposits and liquidity, enhanced lending capabilities, as well as expanded product and customer services, to create a stronger platform for serving regional customers.

Main Street Chairman, President, and CEO Mark R. Witmer stated: "This collaboration represents an exciting new chapter for Main Street and also brings attractive opportunities for our shareholders, customers, and employees. We have built a strong community banking business through prudent lending, excellent customer service, and long-term relationships in the markets we serve. By joining First Community, we will gain the financial strength, lending capacity, and expanded business capabilities of a larger institution, while retaining the local relationships and personalized services that have always been at the core of our success. I am particularly excited about the opportunities this combination offers to our employees and our ability to better serve our customers and communities in the years to come."

First Community Bank President Gary Mills stated: " Main Street Bank is an outstanding community bank, and its balance sheet as well as its ability to generate loan assets complement First Community Bank's liquidity and balance sheet management very well. They possess high expertise in agricultural loans, which will enable First Community to better serve the rural markets it has been deeply involved in for a long time. Mark Witmer is an outstanding individual and banker; as President and CEO, he has provided exceptional leadership to Main Street. We are very pleased that Mark will join our management team as President of the Ohio region."

First Community Chairman and Chief Executive Officer William P. Stafford II stated: "This collaboration brings together complementary strengths, benefiting both parties. Main Street brings talented bankers, the ability for sustained organic loan growth, and an attractive market that suits our customer-centric community bank model. First Community provides liquidity from a strong core deposit base, prudent capital management, and the resources of a larger institution. After the merger, we will be able to offer our customers higher loan amounts and a richer range of products and technologies, while also creating opportunities for growth and operational efficiency. We believe that this combination will help us create long-term value and bring outstanding returns to our shareholders."

According to the terms of the agreement, each eligible issued common share of Main Street will be converted into the right to receive 0.6174 shares of First Community common shares, with any fractional shares to be compensated in cash. Based on the weighted average price of $48.82 per share as of October 26, 2026, calculated using the 10-day trading volume of First Community, this conversion ratio is equivalent to approximately $30.14 per share of Main Street, with a total transaction value of about $243 million.

The agreement has been unanimously approved by the boards of directors of First Community and Main Street. The completion of the transaction still requires the approval of the shareholders of both companies, necessary regulatory approvals, and other customary closing conditions. It is expected that the transaction will be completed in the first quarter of 2027 after the relevant closing conditions are met or exempted.

After the merger is completed, a member of the Main Street board of directors will join the boards of First Community and First Community Bank. Mark Witmer will join the management of First Community Bank as President of the Ohio region.

D.A, Davidson & Co serve as the financial advisors for First Community, while Bowles Rice LLP acts as its legal advisor for transactions. Raymond James & Associates, Inc serve as the financial advisors for Main Street, and Dinsmore & Shohl LLP act as its legal advisors for transactions.

Regarding First Community Bankshares, Inc.

First Community provides banking products and services through its wholly-owned subsidiary, First Community Bank. As of September 30, 2026, First Community Bank operates 61 branches in Virginia, West Virginia, North Carolina, and Tennessee. First Community Bank also offers wealth management services through its trust department and its wholly-owned subsidiary, First Community Wealth Management; as of September 30, 2026, the combined assets managed and held by both amounted to 1.8 billion US dollars. As of September 30, 2026, First Community reported consolidated assets of 3.6 billion US dollars. The common stocks of First Community are listed on the NASDAQ Global Select Market, with the trading code “FCBC”. For more investor information, please refer to www.firstcommunitybank.com.

Regarding Main Street Financial Services Corp.

Main Street is a bank holding company headquartered in Worcester, Ohio, which provides banking products and services through its wholly-owned subsidiary, Main Street Bank. Main Street Bank serves customers in Ohio and West Virginia, including the areas of Worcester and Wheeling, offering services such as deposits, business loans, and mortgage loans. As of September 30, 2026, Main Street reported consolidated assets of $1.6 billion. The common stocks of Main Street are traded on the OTCQX market under the ticker symbol “MSWV”. For more information, please visit www.mymainstreetbank.bank.

Investor Contact

David D. Brown

Chief Financial Officer
First Community Bankshares, Inc.
(276) 326-9000

Supplementary information on the proposed transaction and how to obtain it

This press release does not constitute an offer to sell or a solicitation to buy, nor is it an offer or solicitation for the sale or purchase of any securities. It also does not constitute a solicitation for voting or approval. In any jurisdiction where such offers, solicitations, or sales would be illegal prior to registration or qualification requirements stipulated by securities laws, this press release does not constitute a sale of such securities. With respect to the proposed transaction, First Community Bankshares, Inc (“First Community” or “FCBC”) will file a Registration Statement with the U.S. Securities and Exchange Commission (“SEC”) in accordance with Form S-4. The Registration Statement will include a joint proxy form of First Community and Main Street Financial Services Corp (“Main Street”), as well as a prospectus for First Community. Shareholders of First Community and Main Street and other investors are advised to read the Registration Statement, including the joint proxy form/prospectus, as it will contain important information regarding the proposed transaction, Main Street, First Community, the proxy solicitors related to the proposed transaction, and their interests, among other matters.After submitting the registration declaration SEC, the power of attorney/prospectus, and other relevant documents will be sent to the shareholders of First Community and Main Street. They can also be obtained for free on the SEC website ( www.sec.gov ) as well as in the “SEC Filings” section of the First Community website at https :// ir.fcbresource.com. You may also obtain the joint power of attorney/prospectus for free by contacting the company secretary at First Community; the address is P.O Box 989, Bluefield Virginia 24605-0989; telephone: (276) 326-9000. No securities issuance shall be conducted unless a prospectus that complies with the requirements of Article 10 of the revised Securities Act of 1933 is used. It is recommended that you carefully read the joint power of attorney/prospectus before making a decision regarding the proposed transaction.

Transaction Participants

First Community, Main Street and their respective directors, executive officers, and certain other employees may be regarded as 'participants' in collecting proxies from the shareholders of Main Street and First Community in support of the merger. According to the rules of SEC, information regarding those who may be considered participants in the proxy collection related to the proposed merger will be listed in the joint proxy/prospectus submitted to SEC.

For information regarding the executives and directors of First Community, please refer to their annual 10-K report for the period ending December 31, 2025, submitted to SEC on March 6, 2026, as well as the final power of attorney submitted on March 11, 2026. Information about the executives and directors of Main Street can be found by visiting the Main Street website at www.mymainstreetbank.bank. It is available under the " Investor Relations " section within the " Board of Directors " heading. Copies of these documents can be obtained free of charge from First Community through the contact information provided above.

Forward-looking Statements

This joint press release contains forward-looking statements defined under Section 27A of the revised Securities Act of 1933 and Section 21E of the revised Securities Exchange Act of 1934. Such forward-looking statements, including those regarding the management's intentions, beliefs, or current expectations regarding the company's strategic direction, prospects, or future performance, as well as the benefits of proposed transactions, are subject to numerous risks and uncertainties. These forward-looking statements are based on the current beliefs and expectations of the management of First Community and Main Street, and are inherently affected by significant business, economic, and competitive uncertainties, as well as contingent factors, many of which are beyond the control of both companies. In addition, these forward-looking statements are subject to assumptions about future business strategies and decisions, which may change. Due to the potential for uncertainties, actual results may differ significantly from the expected results discussed in these forward-looking statements.The following factors, among others, may lead to significant differences between the actual results and the expected results or other projections expressed in the forward-looking statements: (1) The anticipated cost savings and revenue synergies related to the proposed transaction may not be realized, or may be realized later than expected; (2) The proposed transaction may disrupt relationships with customers, suppliers, employees, or other business partners; (3) Any events, changes, or other circumstances that could result in the termination of the merger agreement may occur; (4) There is a risk that the integration of the two companies' businesses may not be successful; (5) Shareholders of Main Street or First Community may not approve the proposed transaction; (6) Costs, expenses, expenditures, and fees related to the proposed transaction; (7) Whether government and regulatory approvals required for the proposed transaction can be obtained; (8) Reputational risks and the reaction of customers of both parties to the proposed transaction; (9) There is a risk that the conditions for the closing of the proposed transaction may not be met; (10) The integration of Main Street's business with First Community's business may be significantly delayed, or more expensive and more difficult than expected; (11) The costs of completing the proposed transaction may be higher than expected, including due to unexpected factors or events; (12) The dilution caused by the issuance of additional common stock in the proposed transaction; (13) Changes in management's future plans; (14) Current economic and political conditions, especially in the regions where the company operates; (15) Credit risks related to loan business; (16) Changes in interest rates, loan demand, real estate values, and competition; (17) Changes in accounting standards, policies, or guidelines; (18) Changes in applicable laws, regulations, or supervision; and (19) Other competitive, economic, political, and market factors that affect the company's business, operations, pricing, products, and services.For other factors that may affect forward-looking statements, please refer to the annual 10-K reports, quarterly 10-Q reports, and current 8-K reports submitted or provided by First Community to SEC. These can be viewed on the SEC website at https :// www.sec.gov. First Community and Main Street remind that the list of aforementioned factors is not exhaustive. All subsequent written and oral forward-looking statements regarding the proposed transaction or other matters made by First Community, Main Street, or any person acting on their behalf are subject to the aforementioned cautionary statements. First Community and Main Street do not undertake any obligation to update or revise any forward-looking statements contained in this press release, which are valid only as of the date of issuance of this press release, whether due to new information, future events, or other reasons.

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