First Community Bankshares, Inc. filed an 8-K with the SEC on October 28, 2026, disclosing that on October 27, 2026, it entered into an Agreement and Plan of Merger to acquire Main Street Financial Services Corp. in an all-stock transaction valued at approximately $243 million.

Key Highlights

  • Exchange ratio: Each Main Street common share will convert into 0.6174 shares of First Community common stock at the Effective Time.
  • Implied per-share value: Based on First Community's 10-day volume-weighted average price of $48.82 as of October 26, 2026, the ratio represents approximately $30.14 per Main Street share.
  • Aggregate transaction value: Approximately $243 million, according to the filing.
  • Main Street's size: Main Street reported approximately $1.6 billion in total assets, $1.3 billion in total loans, $1.4 billion in total deposits, and approximately $137 million in total shareholders' equity as of September 30, 2026.
  • Branch footprint: Main Street Bank Corp. 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: Main Street will pay a termination fee of $9.61 million to First Community under specified termination circumstances.

Merger Structure, Consideration, and Integration Plan

According to the filing, First Community Bankshares (NASDAQ:FCBC), a Virginia corporation headquartered in Bluefield, Virginia, entered into the Agreement and Plan of Merger on October 27, 2026. Under the agreement's terms, Main Street Financial Services Corp. will merge with and into First Community, with First Community surviving as the continuing Virginia corporation. At closing, Main Street Bank Corp., the operating bank subsidiary of Main Street, will separately merge with and into First Community Bank, which is a wholly owned subsidiary of First Community and will continue as a Virginia banking corporation.

The merger consideration is structured entirely as stock. Each outstanding share of Main Street common stock (par value $1.00 per share) will be converted into 0.6174 shares of First Community common stock (par value $1.00 per share), with cash paid in lieu of fractional shares. The filing also states that outstanding and unexercised Main Street stock options under the Main Street 2025 Equity Incentive Plan and the Legacy Wayne Share Option Plan will be cancelled at the Effective Time and converted into a lump-sum cash payment based on the in-the-money value using the Exchange Ratio and the Average Closing Price, less required withholding taxes. The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

The filing further discloses that one current member of the Main Street board of directors will be appointed to the boards of both First Community and First Community Bank following the Effective Time. First Community has agreed to file a registration statement on Form S-4 with the SEC within 45 days of the agreement date. Closing is conditioned on shareholder approvals from both companies, required regulatory approvals including from the Federal Reserve and the Virginia State Corporation Commission Bureau of Financial Institutions, Nasdaq listing of the new shares, and the effectiveness of the Form S-4 registration statement.

What Was Disclosed

First Community Bankshares disclosed an 8-K reporting its October 27, 2026 merger agreement to acquire Main Street Financial Services Corp., an Ohio-based bank holding company with approximately $1.6 billion in total assets, in an all-stock deal valued at approximately $243 million, expected to close in early second-quarter 2027.