What the changes say
- First Community Bankshares faces new financial metrics and acquisition impacts in 2025.
- Restructuring and integration costs from acquisitions affect operational expenses.
What changed since the prior 10-K
New
- New
100.00 142.88 133.48 128.36 145.37 161.37
The company added peer institutions for financial comparison purposes.
- New
(791 ) (1,561 ) (1,257 ) (3,609 ) 2,211 7,698 (935 ) 8,974
Interest paid on various deposit categories fluctuated significantly across reported periods.
- New
$ 42,887 $ 39,390 $ 37,452 $ 3,497 8.88 % $ 1,938 5.17 %
Noninterest income increased by $3.50 million driven largely by higher non-sufficient funds fees and interchange income.
- New
$ 104,303 $ 96,567 $ 95,177 $ 7,736 8.01 % $ 1,390 1.46 %
Noninterest expense rose by $7.74 million due to increased salaries, incentive compensation, and Hometown acquisition merger expenses.
- New
14,153 20,018 19,460 16,696 22,222
Total nonperforming assets shifted to $14.15 million alongside changes in modified loans and troubled debt restructurings.
- New
(8,748 ) -6.9 % (6,325 ) -5.0 %
Interest rate risk exposure was deemed adequately mitigated under established policy tolerance limits.
- New
Interest on short-term borrowings
Net interest income totaled $124.61 million with provisions for credit losses decreasing to $72 thousand.
- New
Issuance of stock for acquisition
Common dividends declared reached $1.16 per share alongside stock issuances and repurchases.
- New
Proceeds from sale of premises and equipment
Net cash provided by investing activities totaled $139.85 million while financing activities used $67.81 million.
- New
Goodwill and Intangible Assets
Goodwill and core deposit intangible assets are subject to regular quarterly and annual impairment testing.
- New
Other Comprehensive Income (Loss)
Loss contingencies from ordinary course litigation are accrued when probable and reasonably estimable.
- New
$ 184,687 $ 12 $ (14,850 ) $ 169,849
Available-for-sale debt securities have contractual maturities spanning U.S. Treasury, municipal, and corporate note instruments.
- New
$ 12,998 $ (98 ) $ 102,781 $ (14,752 ) $ 115,779 $ (14,850 )
- New
20,589 10,045 4,532 35,166
- New
$ 1,214 0.06 % $ 906 0.05 %
- New
$ 1,214 $ - $ - $ - $ 1,214
- New
$ 2,637 $ 41 $ - $ 3,109 $ 116 $ -
- New
118,087 $ 30.94 4.57 $ 330
- New
State taxes in West Virginia made up the majority (greater than 50 percent) of the tax effect in this category
- New
$ (7,945 ) $ 431 $ (7,514 )
- New
Note 24 . Subsequent Events
- New
Immediately following the Merger, Union Bank, Inc., a wholly-owned subsidiary of Hometown, merged with and into First Community Bank, a wholly-owned subsidiary of the Company (the “Bank Merger”), with First Community Bank as the surviving bank in the Bank Merger
- New
10.19** Amended Nonqualified Deferred Compensation Plan and Adoption Agreement, incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K for the period ended December 31, 2024, filed on March 7, 2025
Dropped
- Dropped
The CRO, Derek Bonnett, has been employed by the Corporation since 2016, having served as the Director of Internal Audit until being named the Chief Risk Officer in 2021. He has over fourteen (14) years of experience providing risk management advice, insight, and assurance to financial institutions
Details regarding the employment background and certifications of CRO Derek Bonnett.
- Dropped
100.00 80.28 116.66 109.92 105.37 120.02
- Dropped
2,211 7,698 (935 ) 8,974 8,719 24,855 (10,724 ) 22,850
Prior peer group institutional listings for performance comparisons.
- Dropped
$ 39,390 $ 37,452 $ 37,182 $ 1,938 5.17 % $ 270 0.73 %
- Dropped
$ 96,567 $ 95,177 $ 83,116 $ 1,390 1.46 % $ 12,061 14.51 %
- Dropped
Modified loans past due 90 days or more (2)
- Dropped
Non-farm, non-residential
- Dropped
(6,325 ) -5.0 % (9,527 ) -7.5 %
- Dropped
Net cash provided by (used in) acquisitions and divestitures
- Dropped
Repayments of FHLB and other borrowings, net
- Dropped
$ 56,106 $ 15,264 $ 71,370
- Dropped
(a) Adjustment reflects the fair value adjustment based on the Company's evaluation of the acquired investment portfolio
Historical breakdowns of interest paid on demand, savings, and time deposits.
- Dropped
$ 295,045 $ 29 $ (14,113 ) $ 280,961
- Dropped
$ 25,329 $ (45 ) $ 239,992 $ (14,068 ) $ 265,321 $ (14,113 )
- Dropped
$ 906 0.05 % $ 1,119 0.06 %
- Dropped
$ 3,109 $ 116 $ — $ 3,557 $ 136 $ —
- Dropped
130,640 $ 30.79 5.49 $ 1,417
Prior year comparisons of noninterest income and branch property sales.
- Dropped
$ 14,090 21.44 % $ 13,954 22.51 % $ 13,495 22.43 %
Past noninterest expense figures related to Surrey branch additions.
- Dropped
Federal net operating loss carryforward
- Dropped
$ (11,722 ) $ 551 $ (11,171 )
- Dropped
Opinion on the Financial Statements
Reworded
- 100% rewritten
Annual net income of $48.79 million, or $2.65 per diluted common share was earned in 2025; a decrease of $2.81 million, or 5.45%, compared to 2024
Updated to report 2025 net income of $48.79 million and adjusted net income of $51.12 million, reflecting stable net interest margins.
Was: Annual net income of $51.60 million, or $2.80 per diluted common share, was an increase of $3.58 million, or 7.46%, compared to 2023
- 100% rewritten
Net gain on sale of securities
Revised noninterest income and other operating income figures to reflect updated multi-year comparisons.
- 100% rewritten
Balance December 31, 2025
Updated consolidated statements of changes in stockholders equity and cash flows to include 2025 financial data.
Was: Balance December 31, 2022
- 100% rewritten
Note 2. Acquisitions and Divestitures
Replaced the Emporia branch sale note with a disclosure confirming all Surrey acquisition integration expenses were recognized in prior years.
- 99% rewritten
Owner occupied construction
Updated consumer real estate and loan rate sensitivity breakdowns for the current reporting period.
- 96% rewritten
Loss on sale of securities
Adjusted operating activities and cash flow line items to reflect current year dividend payables and adjustments.
- 95% rewritten
Balance December 31, 2024
Revised beginning balance sheet equity figures and cash flow adjustments for the current fiscal year.
- 94% rewritten
Special dividends declared -- $3.07 per share
Updated special dividends declared to $3.07 per share alongside revised common share repurchase pricing and amounts.
Was: Common dividends declared -- $1.16 per share
- 94% rewritten
14,898 22.68 % 14,382 23.21 %
Was: 14,898 22.68 % 14,382 23.21 % 14,065 23.38 %
- 92% rewritten
Annualized return on average assets ("ROA") was 1.52% for the twelve months of 2025 compared to 1.60% for the same period of 2024. Annualized return on average common equity ("ROE") was 9.64% for the twelve months of 2025 compared to 10.03% for the same period of 2024
Was: Annualized return on average assets ("ROA") was 1.60% for the twelve months of 2024 compared to 1.48% for the same period of 2023. Annualized return on average common equity ("ROE") was 10.03% for the twelve months of 2024 compared to 10.02% for the same period of 2023
- 91% rewritten
Net loss on sale of securities
- 88% rewritten
Retail repurchase agreements
- 87% rewritten
Standards Not Yet Adopted
- 86% rewritten
Dividends in excess of undistributed net income of subsidiaries
- 86% rewritten
Other comprehensive income, before tax
- 83% rewritten
Proceeds from sale of available for sale securities
- 82% rewritten
The Company’s evaluation of the relevance and reliability of data used in the discounted cash flow model of the ACL calculation
- 81% rewritten
Note 22. Parent Company Financial Information
- 78% rewritten
Amortization of prior service cost
- 77% rewritten
Reclassification adjustment for net loss recognized in net income
- 76% rewritten
Note 18. Related Party Transactions
- 74% rewritten
Note 17. Earnings per Share
- 73% rewritten
Amortization expense for other intangible assets was $1.92 million in 2025, $2.13 million in 2024, and $1.73 million in 2023
Was: Amortization expense for other intangible assets was $2.13 million in 2024, $1.73 million in 2023, and $1.45 million in 2022
- 69% rewritten
Total accruing TDRs exclude nonaccrual TDRs of $2.52 million, $2.34 million, and for the two years ended December 31, 2022. They were included in nonaccrual loans as reported prior to the adoption of ASU 2022-02
Was: Total accruing TDRs exclude nonaccrual TDRs of $1.32 million, $2.52 million, $2.34 million, and for the three years ended December 31, 2022. They were included in nonaccrual loans as reported prior to the adoption of ASU 2022-02
- 69% rewritten
Loans Held for Investment
- 68% rewritten
After five years through ten years
- 67% rewritten
Note 13. Other Operating Income and Expense
- 66% rewritten
Restricted Stock and Stock Unit Awards
- 66% rewritten
9.64 % 10.03 % 10.02 % (0.39 )% (3.89 )% 0.01 % 0.10 %
Was: 10.03 % 10.02 % 11.04 % 0.01 % 0.10 % (1.02 )% (9.24 )%
- 66% rewritten
Bank Owned Life Insurance
- 66% rewritten
Provision for Credit Losses
- 65% rewritten
Mortgage-backed Agency securities
- 63% rewritten
Note 23. Quarterly Financial Data (Unaudited)
- 62% rewritten
(Principal Financial Officer and Principal Accounting Officer)
- 60% rewritten
Substandard -- This grade is assigned to loans that have well defined weaknesses that may make payment default, or principal exposure, possible. These loans will likely be dependent on collateral liquidation, secondary repayment sources, or events outside the normal course of business to meet repayment terms
- 60% rewritten
FTE basis based on the federal statutory rate of 21%
- 59% rewritten
Interest on loans include non-cash purchase accounting accretion of $2.08 million in 2025, $2.90 million in 2024, and $2.74 million in 2023
Was: Interest on loans include non-cash purchase accounting accretion of $2.90 million in 2024, $2.74 million in 2023, and $2.62 million in 2022
- 59% rewritten
22,447 9,814 4,674 36,935
- 56% rewritten
4.0% Tier 1 capital to average consolidated assets (“Tier 1 leverage ratio”)
- 56% rewritten
Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments
- 54% rewritten
Single Family Non Owner Occupied
- 52% rewritten
Note 15. Accumulated Other Comprehensive Income
- 48% rewritten
$ (4,122 ) $ 2,353,548 -0.18 % $ (5,366 ) $ 2,481,215 -0.22 % $ (4,813 ) $ 2,538,361 -0.19 %
Was: $ (5,366 ) $ 2,481,215 -0.22 % $ (4,813 ) $ 2,538,361 -0.19 % $ (3,873 ) $ 2,298,503 -0.17 %
- 48% rewritten
Changes in Level 3 Fair Value Measurements
- 48% rewritten
Reclassified out of AOCI, net of tax
- 47% rewritten
Loans originated to finance the sale of other real estate
Was: Loans originated to finance other real estate
- 46% rewritten
We repurchased 50,338 shares of our common stock in 2025, 257,294 shares in 2024, and 768,079 shares in 2023
Was: We repurchased 257,294 shares of our common stock in 2024, 768,079 shares of our common stock in 2023, and 706,117 shares in 2022
- 42% rewritten
Employee Stock Ownership and Savings Plan
- 41% rewritten
Management’s Discussion and Analysis of Financial Condition and Results of Operations
- 40% rewritten
Allowance for Credit Losses (ACL)
- 37% rewritten
$ - $ - 0.00 % $ 531 $ 645 121.47 %
Was: $ 531 $ 645 121.57 % $ 1,173 $ 825 70.33 %
- 36% rewritten
Note 20. Regulatory Requirements and Restrictions
- 35% rewritten
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
- 32% rewritten
Equity-Based Compensation Plans
- 31% rewritten
Deferred Compensation Plan
- 30% rewritten
Non-GAAP Financial Measures
- 30% rewritten
Certain Relationships and Related Transactions, and Director Independence
- 30% rewritten
10.12.3** Amendment #3 to the First Community Bankshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.12.3 of the Annual Report on Form 10-K for the period ended December 31, 2021, filed on March 3, 2022
- 29% rewritten
Service charges on deposits and other service charges and fees
- 28% rewritten
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
- 27% rewritten
Changes related to the composition of the Company's directors, executive officers, and related insiders
- 24% rewritten
Market Risk and Interest Rate Sensitivity
- 23% rewritten
Quantitative Information about Level 3 Fair Value Measurements
All 117 risk factors
Headings as the filing states them, in filing order.
Other
- 01We repurchased 50,338 shares of our common stock in 2025, 257,294 shares in 2024, and 768,079 shares in 202346% rewritten
- 02100.00 142.88 133.48 128.36 145.37 161.37New
- 03Management’s Discussion and Analysis of Financial Condition and Results of Operations41% rewritten
- 04Critical Accounting Policies
- 05Allowance for Credit Losses or "ACL"
- 06Non-GAAP Financial Measures30% rewritten
- 07Annual net income of $48.79 million, or $2.65 per diluted common share was earned in 2025; a decrease of $2.81 million, or 5.45%, compared to 2024100% rewritten
- 08Annualized return on average assets ("ROA") was 1.52% for the twelve months of 2025 compared to 1.60% for the same period of 2024. Annualized return on average common equity ("ROE") was 9.64% for the twelve months of 2025 compared to 10.03% for the same period of 202492% rewritten
- 099.64 % 10.03 % 10.02 % (0.39 )% (3.89 )% 0.01 % 0.10 %66% rewritten
- 10Interest on loans include non-cash purchase accounting accretion of $2.08 million in 2025, $2.90 million in 2024, and $2.74 million in 202359% rewritten
- 11(791 ) (1,561 ) (1,257 ) (3,609 ) 2,211 7,698 (935 ) 8,974New
- 12Retail repurchase agreements88% rewritten
- 13FTE basis based on the federal statutory rate of 21%60% rewritten
- 14Provision for Credit Losses66% rewritten
- 15Net gain on sale of securities100% rewritten
- 16$ 42,887 $ 39,390 $ 37,452 $ 3,497 8.88 % $ 1,938 5.17 %New
- 17$ 104,303 $ 96,567 $ 95,177 $ 7,736 8.01 % $ 1,390 1.46 %New
- 18There were no holdings of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of our total consolidated shareholders’ equity as of December 31, 2025 or 2024
- 19Loans Held for Investment69% rewritten
- 2014,153 20,018 19,460 16,696 22,222New
- 21Total accruing TDRs exclude nonaccrual TDRs of $2.52 million, $2.34 million, and for the two years ended December 31, 2022. They were included in nonaccrual loans as reported prior to the adoption of ASU 2022-0269% rewritten
- 22Allowance for Credit Losses (ACL)40% rewritten
- 23Owner occupied construction99% rewritten
- 24$ (4,122 ) $ 2,353,548 -0.18 % $ (5,366 ) $ 2,481,215 -0.22 % $ (4,813 ) $ 2,538,361 -0.19 %48% rewritten
- 25Capital Adequacy Requirements
- 264.0% Tier 1 capital to average consolidated assets (“Tier 1 leverage ratio”)56% rewritten
- 27Market Risk and Interest Rate Sensitivity24% rewritten
- 28(8,748 ) -6.9 % (6,325 ) -5.0 %New
- 29Interest on short-term borrowingsNew
- 30Net loss on sale of securities91% rewritten
- 31Other comprehensive income, before tax86% rewritten
- 32Reclassification adjustment for net loss recognized in net income77% rewritten
- 33Issuance of stock for acquisitionNew
- 34Balance December 31, 2023
- 35Common dividends declared -- $1.20 per share
- 36Balance December 31, 202495% rewritten
- 37Special dividends declared -- $3.07 per share94% rewritten
- 38Balance December 31, 2025100% rewritten
- 39Loss on sale of securities96% rewritten
- 40Proceeds from sale of available for sale securities83% rewritten
- 41Proceeds from sale of premises and equipmentNew
- 42Loans originated to finance the sale of other real estate47% rewritten
- 43Common stock issued in acquisition
- 44Principles of Consolidation
- 45NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- 46Level 3 – Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions
- 47Cash and Cash Equivalents
- 48Goodwill and Intangible AssetsNew
- 49Bank Owned Life Insurance66% rewritten
- 50Other Comprehensive Income (Loss)New
- 51Securities Sold Under Agreements to Repurchase
- 52Equity-Based Compensation
- 53Service charges on deposits and other service charges and fees29% rewritten
- 54Standards Not Yet Adopted87% rewritten
- 55Note 2. Acquisitions and Divestitures100% rewritten
- 56$ 184,687 $ 12 $ (14,850 ) $ 169,849New
- 57After five years through ten years68% rewritten
- 58$ 12,998 $ (98 ) $ 102,781 $ (14,752 ) $ 115,779 $ (14,850 )New
- 59Mortgage-backed Agency securities65% rewritten
- 60Pass -- This grade is assigned to loans with acceptable credit quality and risk. The Company further segments this grade based on borrower characteristics that include capital strength, earnings stability, liquidity, leverage, and industry conditions
- 61Substandard -- This grade is assigned to loans that have well defined weaknesses that may make payment default, or principal exposure, possible. These loans will likely be dependent on collateral liquidation, secondary repayment sources, or events outside the normal course of business to meet repayment terms60% rewritten
- 62$ - $ - 0.00 % $ 531 $ 645 121.47 %37% rewritten
- 63Single Family Non Owner Occupied54% rewritten
- 6420,589 10,045 4,532 35,166New
- 6522,447 9,814 4,674 36,93559% rewritten
- 66Amortization expense for other intangible assets was $1.92 million in 2025, $2.13 million in 2024, and $1.73 million in 202373% rewritten
- 67$ 1,214 0.06 % $ 906 0.05 %New
- 68$ 1,214 $ - $ - $ - $ 1,214New
- 69Note 11. Derivative Instruments and Hedging Activities
- 70$ 2,637 $ 41 $ - $ 3,109 $ 116 $ -New
- 71Amortization of prior service cost78% rewritten
- 72Deferred Compensation Plan31% rewritten
- 73Employee Stock Ownership and Savings Plan42% rewritten
- 74Equity-Based Compensation Plans32% rewritten
- 75118,087 $ 30.94 4.57 $ 330New
- 76Restricted Stock and Stock Unit Awards66% rewritten
- 77Note 13. Other Operating Income and Expense67% rewritten
- 78State taxes in West Virginia made up the majority (greater than 50 percent) of the tax effect in this categoryNew
- 7914,898 22.68 % 14,382 23.21 %94% rewritten
- 80Note 15. Accumulated Other Comprehensive Income52% rewritten
- 81$ (7,945 ) $ 431 $ (7,514 )New
- 82Reclassified out of AOCI, before tax
- 83Reclassified out of AOCI, net of tax48% rewritten
- 84Assets and Liabilities Reported at Fair Value on a Recurring Basis
- 85Changes in Level 3 Fair Value Measurements48% rewritten
- 86Assets Measured at Fair Value on a Nonrecurring Basis
- 87Quantitative Information about Level 3 Fair Value Measurements23% rewritten
- 88Appraisals may be adjusted by management for customized discounting criteria, estimated sales costs, and proprietary qualitative adjustments56% rewritten
- 89Note 17. Earnings per Share74% rewritten
- 90Note 18. Related Party Transactions76% rewritten
- 91Changes related to the composition of the Company's directors, executive officers, and related insiders27% rewritten
- 92Commitments and Contingencies
- 93Note 20. Regulatory Requirements and Restrictions36% rewritten
- 94Note 21. Segment Information
- 95Based on the business activities and information reviewed by the chief operating decision maker, the Company has one reportable segment - Community Banking
- 96Note 22. Parent Company Financial Information81% rewritten
- 97Dividends in excess of undistributed net income of subsidiaries86% rewritten
- 98Note 23. Quarterly Financial Data (Unaudited)63% rewritten
- 99Note 24 . Subsequent EventsNew
- 100Immediately following the Merger, Union Bank, Inc., a wholly-owned subsidiary of Hometown, merged with and into First Community Bank, a wholly-owned subsidiary of the Company (the “Bank Merger”), with First Community Bank as the surviving bank in the Bank MergerNew
- 101Independent Member Crowe Global
- 102Opinions on the Financial Statements and Internal Control over Financial Reporting
- 103Definition and Limitations of Internal Control Over Financial Reporting
- 104Allowance and Provision for Credit Losses on Loans – Discounted Cash Flow
- 105The Company’s evaluation of the relevance and reliability of data used in the discounted cash flow model of the ACL calculation82% rewritten
- 106Evaluation of Disclosure Controls and Procedures
- 107Changes in Internal Control over Financial Reporting
- 108Management's Report on Internal Controls over Financial Reporting
- 109There have been no material changes to the procedures by which shareholders may recommend nominees to our Board of Directors since the disclosure in our Proxy Statement filed with the SEC on March 10, 2025
- 110Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters35% rewritten
- 111Certain Relationships and Related Transactions, and Director Independence30% rewritten
- 112Principal Accounting Fees and Services
- 11310.9.6** Amendment #5 to the First Community Bankshares, Inc. and Affiliates Executive Retention Plan, incorporated by reference to Exhibit 10.9.6 of the Annual Report on Form 10-K for the period ended December 31, 2021, filed on March 3, 2022
- 11410.12.3** Amendment #3 to the First Community Bankshares, Inc. Supplemental Directors Retirement Plan, as amended and restated, incorporated by reference to Exhibit 10.12.3 of the Annual Report on Form 10-K for the period ended December 31, 2021, filed on March 3, 202230% rewritten
- 11510.19** Amended Nonqualified Deferred Compensation Plan and Adoption Agreement, incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K for the period ended December 31, 2024, filed on March 7, 2025New
- 116Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200228% rewritten
- 117(Principal Financial Officer and Principal Accounting Officer)62% rewritten
Other First Community Bankshares 10-Ks
- FY2024 10-K risk factors115 risks
The document contains financial and operating data for First Community Bankshares, not standard risk factor disclosures. Core metrics include net income of $51.60 million and loan portfolios totaling $2.42 billion. Capital ratios remain well above regulatory minimums under Basel III.
Filed Mar 07, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.