第一社区银行股份美股招股说明书(2025-11-12版)

First Community Bankshares, Inc. This prospectus supplement updates, amends and supplements the proxy statement/prospectus dated October 7, 2025 (the“Proxy Statement/Prospectus”), relating to the proposed merger (the “Merger”) of Hometown Bancshares, Inc. (“Hometown”)with and into First Community Bankshares, Inc. (“First Community”) pursuant to the Agreement and Plan of Merger dated July19, 2025 (the “Merger Agreement”), by and between First Community and Hometown. The Proxy Statement/Prospectus was filedas part of First Community’s Registration Statement on Form S-4 (Registration No. 333-290201). This prospectus supplement is being filed to update, amend and supplement the Proxy Statement/Prospectus with theinformation contained in First Community’s Current Report on Form 8-K filed with the SEC on November 12, 2025, which is setforth below. This prospectus supplement may add, update or change information in the Proxy Statement/Prospectus. If the information inthis prospectus supplement is inconsistent with the Proxy Statement/Prospectus, this prospectus supplement will apply and willsupersede the information in the Proxy Statement/Prospectus. First Community’s common stock is listed on the NASDAQ Capital Market under the symbol “FCBC”. On November 11,2025, the closing sale price of First Community’s common stock was $33.29per share. INVESTING IN FIRST COMMUNITY’S SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE“RISK FACTORS”SECTION BEGINNING ON PAGE 18 OF THE PROXY STATEMENT/PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus supplement or the Proxy Statement/Prospectus.Any representation to the contrary is a criminal offense. The date of this prospectus supplement is November 12, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):November 12, 2025 FIRST COMMUNITY BANKSHARES, INC. (Exact name of registrant as specified in its charter) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Receipt of Regulatory Approval from the Federal Reserve Bank of Richmond On November 6, 2025, First Community Bankshares, Inc. (“First Community”) received regulatory approval from theFederal Reserve Bank of Richmond, acting on delegated authority from the Board of Governors of the Federal Reserve System, tomerge Union Bank, Inc., a wholly-owned subsidiary of Hometown Bancshares, Inc. (“Hometown”), with and into FirstCommunity Bank, a wholly-owned subsidiary of First Community (the “Bank Merger”) in connection with the previouslyannounced merger (the “Merger”) of Hometown with and into First Community pursuant to the Agreement and Plan of Mergerdated July 19, 2025 (the “Merger Agreement”), by and between First Community and Hometown. In addition, the Federal ReserveBank of Richmond approved First Community’s request for a waiver from the requirement to file an application under the BankHolding Company Act of 1956 to acquire Hometown pursuant to the Merger Agreement. The West Virginia Division of FinancialInstitutions previously issued a no objection to the Merger and the Bank Merger. The Merger and the Bank Merger remain subjectto the approval from the Virginia State Corporation Commission Bureau of Financial Institutions, Hometown’s shareholders andother customary closing conditions. Amendment and Supplement of the Proxy Statement/Prospectus In connection with the Merger, First Community filed a proxy statement/prospectus on Form S-4 (File No. 333-290201)(the “Proxy Statement/Prospectus”), which automatically became effective on October 27, 2025, and was first mailed or otherwisedelivered to the shareholders of Hometown on or about Octo