第一社区银行股份美股招股说明书(2025-10-27版)

Dear Shareholder: On July 19, 2025, Hometown Bancshares, Inc. (“Hometown”) and First Community Bankshares, Inc. (“First Community”)entered into an Agreement and Plan of Merger (which, as it may be amended, supplemented or modified from time to time, we refer to asthe “merger agreement”). Under its terms, Hometown will merge with and into First Community (the “merger”). Immediately followingthe completion of the merger, Union Bank, Inc., Hometown’s wholly-owned bank subsidiary (“Union Bank”), will merge with and intoFirst Community Bank, First Community’s wholly-owned bank subsidiary (the “bank merger”). First Community Bank will continue asthe surviving bank. In the merger, each share of Hometown capital stock (having a par value of $5.00 per share and unlimited voting rights,“Hometown common stock”) that is issued and outstanding immediately prior to the completion of the merger (other than certainexcluded shares as described in the attached proxy statement/prospectus, if any) will be converted into the right to receive 11.706 (the“exchange ratio”) shares of First Community common stock (or cash in lieu of fractional shares) (the “merger consideration”), subject toadjustment as described in the merger agreement. Based on First Community’s closing price of $40.33 per share on July 18, 2025, the 11.706 exchange ratio resulted in an impliedvalue of approximately $472.10 for each share of Hometown common stock. Based on First Community’s closing price of $34.38pershare on October 6, 2025, the last practicable trading day before the mailing of this proxy statement/prospectus, the merger considerationwould result in an implied value of approximately $402.45per share of Hometown common stock. The value of the merger considerationwill fluctuate between the date of the attached proxy statement/prospectus and the completion of the merger based upon the market valuefor First Community common stock. We encourage you to obtain current market quotations for the common stock of First Community before you vote.FirstCommunity common stock is currently quoted on the Nasdaq Global Select Market (the “NASDAQ”) under the symbol “FCBC.”Hometown common stock is not registered on any stock exchange and Hometown does not have a market maker. As such, marketquotations are not available for Hometown common stock. Based on the number of shares of Hometown common stock outstanding on October 1, 2025, the record date for the Hometownspecial meeting, we expect that holders of shares of Hometown common stock outstanding as of immediately prior to the closing of themerger will hold, in the aggregate, approximately 5.3% of the issued and outstanding shares of First Community common stockimmediately following the closing of the merger (without giving effect to any shares of First Community common stock held byHometown shareholders prior to the merger). Current First Community shareholders will hold, in the aggregate, approximately 94.7% ofthe outstanding shares of First Community common stock immediately following the closing of the merger. An increase or decrease in thenumber of outstanding shares of Hometown common stock prior to completion of the merger could cause the actual number of sharesissued upon completion of the merger to change. Table of Contents The merger is intended to be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of1986, as amended (the “Code”). Holders of Hometown common stock are not expected to recognize any gain or loss for United Statesfederal income tax purposes on the exchange of shares of Hometown common stock for shares of First Community common stock in themerger, except to the extent holders receive cash in lieu of any fractional shares of First Community common stock. Hometown will hold a special meeting of its shareholders (the “Hometown special meeting”) in connection with the merger. Atthe Hometown special meeting, holders of Hometown common stock will be asked to consider and vote on (i) the proposal to approve themerger agreement, and (ii) the proposal to adjourn the Hometown special meeting if necessary to permit further solicitation of proxies infavor of the merger agreement and the transactions contemplated thereby, each proposal as further described in the attached proxystatement/prospectus. The special meeting of Hometown shareholders will be held on December 2, 2025 at 5:00 p.m. (local time) at SistersvilleCountry Club, WV-2, Sistersville, West Virginia 26175 and telephonically by conference call. Your vote is important.We cannot complete the merger unless the holders of Hometown common stock approve the mergeragreement. Approval of the merger agreement requires the affirmative vote of a majority of the votes present, in person or by proxy, andentitled to vote at a meeting of the shareholders of Hometown at which a quorum is present.Regardless of whether or not you plan toattend the Hometown special meeting, please take the time to vote your