Blacksburg, Virginia, October 28 (Reuters/GlobeNewswire)—First Community Bankshares, Inc. (“First Community”) (NASDAQ: FCBC), headquartered in Blacksburg, Virginia, and Main Street Financial Services Corp. (“Main Street”) (OTCQX: MSWV), headquartered in Wooster, Ohio, today jointly announced that they have entered into a merger agreement (“Agreement”).
Under this agreement, Main Street will be merged into First Community, with First Community continuing as the surviving company. Main Street’s wholly owned bank subsidiary, Main Street Bank Corp. (“Main Street Bank”), will also be merged into First Community’s wholly owned bank 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 as of that date, the combined entity is expected to report approximately $5.2 billion in assets before transaction-related adjustments.
The proposed transaction will advance First Community’s solid growth strategy by strengthening its presence in West Virginia and establishing a significant footprint in the attractive eastern Ohio market. This combination will expand First Community’s banking footprint to five states. Together, the two institutions will merge Main Street Bank’s strong organic loan growth and established customer relationships with First Community’s low-cost core deposits and liquidity, enhanced lending capacity, and expanded product and service offerings, creating a stronger platform to serve regional customers.
Mark R. Witmer, Chairman, President, and CEO of Main Street, said: “This partnership marks an exciting new chapter for Main Street and presents attractive opportunities for our shareholders, customers, and employees. We have built a strong community banking business through prudent lending, exceptional customer service, and long-term relationships within the markets we serve. By joining First Community, we will gain the financial strength, lending capacity, and expanded capabilities of a larger institution, while preserving the local relationships and personalized service that have been at the core of our success. I am especially excited about the opportunities this combination creates for our employees and our enhanced ability to serve our customers and communities for years to come.”
Gary Mills, President of First Community Bank, said: “Main Street Bank is an outstanding community bank whose balance sheet and loan asset generation capabilities strongly complement First Community Bank’s liquidity and balance sheet management. They possess exceptional expertise in agricultural lending, which will enable First Community to better serve the rural markets it has long been committed to. Mark Witmer is an outstanding individual and banker who has provided exceptional leadership as President and CEO of Main Street. We are thrilled that Mark will be joining our management team as President of the Ohio region.”
William P. Stafford II, Chairman and CEO of First Community, said: “This partnership brings together complementary strengths that benefit both parties. Main Street brings talented bankers, the ability to sustain organic loan growth, and attractive markets aligned with our customer-centric community banking model. First Community contributes liquidity from a strong core deposit base, prudent capital management, and the resources of a larger institution. Together, we can offer customers higher lending limits and a broader range of products and technology, while creating opportunities for growth and operational efficiency. We believe this combination will help us generate long-term value and deliver superior returns to shareholders.”
Under the terms of the agreement, each outstanding eligible share of Main Street common stock will be converted into the right to receive 0.6174 shares of First Community common stock, with fractional shares paid in cash. Based on First Community’s 10-day volume-weighted average price of $48.82 as of October 26, 2026, this exchange ratio equates to approximately $30.14 per share of Main Street, for a total transaction value of approximately $243 million.
The agreement has been unanimously approved by the boards of First Community and Main Street. Completion of the transaction remains subject to approval by the shareholders of both companies, necessary regulatory approvals, and other customary closing conditions. The transaction is expected to close in early Q2 2027, upon satisfaction or waiver of the relevant closing conditions.
Following the merger, one member of Main Street’s board will join the boards of First Community and First Community Bank, and Mark Witmer will join the management team of First Community Bank as President of the Ohio region.
D.A. Davidson & Co. served as financial advisor to First Community, and Bowles Rice LLP served as its transactional legal counsel. Raymond James & Associates, Inc. served as financial advisor to Main Street, and Dinsmore & Shohl LLP served as its transactional legal counsel.
About First Community Bankshares, Inc.
First Community offers banking products and services through its wholly owned subsidiary, First Community Bank. As of September 30, 2026, First Community Bank operated 61 branches in Virginia, West Virginia, North Carolina, and Tennessee. First Community Bank also provides wealth management services through its trust division and wholly owned subsidiary, First Community Wealth Management, which together managed and administered $1.8 billion in assets as of September 30, 2026. As of September 30, 2026, First Community reported consolidated assets of $3.6 billion. First Community’s common stock is listed on the NASDAQ Global Select Market under the ticker symbol “FCBC.” Additional investor information is available at www.firstcommunitybank.com.
About Main Street Financial Services Corp.
Main Street is a bank holding company headquartered in Wooster, Ohio, offering banking products and services through its wholly owned subsidiary, Main Street Bank. Main Street Bank serves customers in Ohio and West Virginia, including the Wooster and Wheeling markets, with services including deposits, commercial lending, and mortgage lending. As of September 30, 2026, Main Street reported consolidated assets of $1.6 billion. Main Street’s common stock trades on the OTCQX market under the ticker symbol “MSWV.” More information is available at www.mymainstreetbank.bank.
Investor Relations
David D. Brown
Chief Financial Officer
First Community Bankshares, Inc.
(276) 326-9000
Additional Information Regarding the Proposed Transaction and How to Obtain It
This press release does not constitute an offer to sell, a solicitation of an offer to buy, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed transaction, First Community Bankshares, Inc. (“First Community” or “FCBC”) will file a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC), which will include a joint proxy statement/prospectus of First Community and Main Street Financial Services Corp. (“Main Street”). First Community and Main Street shareholders and other investors are urged to read the Registration Statement, including the joint proxy statement/prospectus that will be part of the Registration Statement, because it will contain important information about the proposed transaction, Main Street, First Community, the solicitors of the proxy related to the proposed transaction and their interests, and related matters. After the Registration Statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be mailed to the shareholders of First Community and Main Street and will be available free of charge on the SEC’s website (www.sec.gov) and on First Community’s website at https://ir.fcbresource.com under the “SEC Filings” section. A free copy of the joint proxy statement/prospectus may also be obtained by contacting the Corporate Secretary of First Community at P.O. Box 989, Bluefield, Virginia 24605-0989; telephone (276) 326-9000. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. You are advised to carefully read the joint proxy statement/prospectus before making any decision regarding the proposed transaction.
Trading participants
First Community, Main Street, and their respective directors, executive officers, and certain other employees may be considered "participants" in the solicitation of proxies from Main Street and First Community shareholders in support of the merger. Information regarding persons who may be deemed participants in the proxy solicitation related to the proposed merger will be set forth in the joint proxy statement/prospectus filed with the SEC.
Information regarding the executives and directors of First Community can be found in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026, and in its definitive proxy statement filed on March 11, 2026. Information regarding the executives and directors of Main Street can be accessed on Main Street’s website at www.mymainstreetbank.bank under the “Board of Directors” section within the “Investor Relations” tab. Copies of these documents may be obtained free of charge from First Community using the contact information provided above.
Forward-looking statements
This joint press release contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements, including statements regarding the intentions, beliefs, or current expectations of First Community’s management concerning the company’s strategic direction, prospects, or future performance, or the benefits of the proposed transaction, 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 respectively, and are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond the control of either company. In addition, these forward-looking statements are subject to assumptions regarding future business strategies and decisions that may change. Due to these uncertainties, actual results may differ materially from the expectations discussed in these forward-looking statements. Factors that may cause actual results to differ materially from the expectations expressed in these forward-looking statements or other expectations include: (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) disruption caused by the proposed transaction to customers, suppliers, employees, or other business relationships; (3) any event, change, or other circumstance that could give rise to termination of the merger agreement; (4) the risk that the integration of the two companies’ businesses may not be successful; (5) failure of the shareholders of Main Street or First Community to approve the proposed transaction; (6) the amount of costs, fees, expenses, and charges related to the proposed transaction; (7) the ability to obtain required governmental and regulatory approvals for the proposed transaction; (8) reputational risk and customer reactions to the proposed transaction by either party; (9) the risk that conditions to closing of the proposed transaction may not be satisfied; (10) integration of Main Street’s business with First Community’s business may be significantly delayed or more costly or difficult than expected; (11) the cost of completing the proposed transaction may exceed expectations, including due to unforeseen factors or events; (12) dilution resulting from First Community’s issuance of additional common shares in connection with the proposed transaction; (13) changes in management’s future plans; (14) current economic and political conditions, particularly in the regions where the companies operate; (15) credit risk associated with lending activities; (16) changes in interest rates, loan demand, real estate values, and competition; (17) changes in accounting principles, policies, or guidance; (18) changes in applicable laws, rules, or regulations; and (19) other competitive, economic, political, and market factors affecting the companies’ businesses, operations, pricing, products, or services. For additional factors that may affect forward-looking statements, please refer to First Community’s annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed with or furnished to the SEC, all of which are available on the SEC’s website at https://www.sec.gov. First Community and Main Street caution that the foregoing list of factors is not exhaustive. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters made by First Community, Main Street, or persons acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither First Community nor Main Street undertakes any obligation to update or revise any forward-looking statement contained in this press release, which speaks only as of the date hereof, whether as a result of new information, future events, or otherwise.