First Community Bankshares, Inc. filed a Form 425 on October 28, 2026, disclosing that it entered into an Agreement and Plan of Merger with Main Street Financial Services Corp. on October 27, 2026, under which First Community will acquire Main Street in an all-stock transaction valued at approximately $243 million.

Key Highlights

  • Exchange Ratio: Each share of Main Street common stock will be converted into 0.6174 shares of First Community common stock at the effective time of the merger.
  • Implied Value: Based on First Community's 10-day volume-weighted average price of $48.82 as of October 26, 2026, the exchange ratio represents approximately $30.14 per share of Main Street common stock and an aggregate transaction value of approximately $243 million.
  • Main Street Profile: Main Street Financial Services Corp. reported total assets of approximately $1.6 billion, total loans of approximately $1.3 billion, total deposits of approximately $1.4 billion, and total shareholders' equity of approximately $137 million as of September 30, 2026.
  • Banking Footprint: Main Street Bank Corp., the subsidiary, operates 21 banking offices across east central Ohio and in the northern panhandle of West Virginia.
  • Expected Close: The merger is expected to close early in the second quarter of 2027, subject to regulatory and shareholder approvals.
  • Termination Fee: The agreement provides that Main Street will pay a termination fee of $9.61 million to First Community under certain specified conditions.
  • Tax Treatment: The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986.

First Community Bankshares and Main Street Financial: Merger Agreement Details

According to the filing, First Community Bankshares, Inc. (NASDAQ:FCBC), a Virginia corporation headquartered in Bluefield, Virginia, entered into an Agreement and Plan of Merger with Main Street Financial Services Corp., a West Virginia corporation, on October 27, 2026. Under the terms of the agreement, Main Street will merge with and into First Community, with First Community surviving as a Virginia corporation. Following the effective time, Main Street Bank Corp. is also expected to merge with and into First Community Bank, a wholly owned subsidiary of First Community, which will survive as a Virginia banking corporation. The filing further discloses that a current member of the Main Street board of directors will be appointed to the boards of both First Community and First Community Bank at the effective time.

The filing states that each outstanding and unexercised option to purchase Main Street common stock, whether vested or unvested, will be cancelled at the effective time and converted into the right to receive a lump sum cash payment calculated based on the product of the Average Closing Price of First Community common stock and the exchange ratio of 0.6174, less the applicable exercise price and any required withholding taxes. Holders of Main Street common stock will receive cash in lieu of any fractional shares. First Community has agreed to file a registration statement on Form S-4 with the SEC within 45 days of the date of the agreement, according to the filing.

The closing of the merger is subject to conditions including shareholder approval from both companies, admission for listing of First Community common stock on the Nasdaq Stock Exchange, required regulatory approvals from the Board of Governors of the Federal Reserve System and the Virginia State Corporation Commission Bureau of Financial Institutions, and regulatory filings with the West Virginia Division of Financial Institutions, the filing disclosed. The agreement may be terminated if the merger is not consummated by August 31, 2027, among other specified termination rights held by either party.

What Was Disclosed

First Community Bankshares disclosed the execution of a merger agreement to acquire Main Street Financial Services Corp. in an all-stock transaction valued at approximately $243 million, with an exchange ratio of 0.6174 shares and an expected closing early in the second quarter of 2027.