FIRST COMMUNITY BANKSHARES INC /VA/
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
FCBC$45.48+0.2%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001437749-26-026523
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001437749-26-035498
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 7 previous paragraphs and 13 current paragraphs.
5 unchanged; 1 reworded; 7 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
The risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2025, discuss potential events, trends, or other circumstances that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, access to capital resources, and, consequently, cause the market value of our common stock to decline. These risks could cause our future results to differ materially from historical results and expectations of future financial performance. If any of the risks occur and the market price of our common stock declines significantly, individuals may lose all, or part, of their investment in our Company. Individuals should carefully consider our risk factors and information included in our annual report on Form 10-K for the year ended December 31, 2025, before making an investment decision. There may be risks and uncertainties that we have not identified or that we have deemed immaterial that could adversely affect our business; therefore, such risk factors are not intended to be an exhaustive list of all risks we face. There have been no material changes to the risk factors included in Part I, Item 1A, “Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2025.
Added paragraphs (7)
Current report
(a)Amendment to Articles of Incorporation. The information in this Item5 is being furnished in lieu of a Current Report on Form8-K under Item5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year).
Current report
At the2025 Annual Meeting of Shareholders of the Company held on* April 22, 2025,the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to change the shareholder voting requirements applicable to the approval of certain corporate transactions and future amendments to the Company’s Articles of Incorporation. The Amendment was proposed by the Company’s Board of Directors and was described in the Company’s definitive proxy statement for the2025* Annual Meeting of Shareholders as Proposal4.
Current report
The Amendment amends and restates Section A of Article VII of the Company’s Articles of Incorporation (together with the reference to Section A) as Article VII in its entirety. As amended, Article VII provides that an amendment of the Company’s Articles of Incorporation, a plan of merger or share exchange, a plan of domestication, a plan of conversion, a transaction involving the sale of all or substantially all of the Company’s assets other than in the regular course of business, and a plan of dissolution, in each case for which the Virginia Stock Corporation Act requires shareholder approval, must be approved by the vote of a majority of all the votes cast on the transaction by each voting group entitled to vote, at a meeting at which a quorum of the voting group is present, provided that the transaction has been approved and recommended by at leasttwo-thirds of the directors in office at the time of that approval and recommendation. If the transaction isnot so approved and recommended bytwo-thirds of the directors in office, then the transaction must be approved by the vote ofseventy-five percent (75%) or more of all the votes entitled to be cast on the transaction by each voting group entitled to vote.
Current report
The Amendment was adopted on* April 22, 2025.A quorum was present at the2025* Annual Meeting, and the number of votes cast in favor of the Amendment was sufficient for approval under the applicable voting standard.
Current report
The Company previously reported the voting results from the2025 Annual Meeting, including the results for Proposal4, in a Current Report on Form8-K filed with the Securities and Exchange Commission on* April 24, 2025 (the “Original Report”) under Item5.07* (Submission of Matters to a Vote of Security Holders). The Original Report correctly reported the numerical voting results for Proposal4 but incorrectly stated that Proposal4 hadnot been approved, as a result of the application of an incorrect voting standard. Because the Board of Directors had unanimously approved and recommended the Amendment, approval of Proposal4 required the affirmative vote of a majority of the votes entitled to be cast on the proposal, rather than the affirmative vote of the holders of75% or more of the outstanding shares of the Company’s common stock. Applying the correct voting standard to the voting results reported in the Original Report, Proposal4 received the requisite shareholder vote and was approved at the2025 Annual Meeting.
Current report
On* November 6, 2026,*the Company filed the Articles of Amendment to give effect to the Amendment with the Virginia State Corporation Commission.
Current report
The Company's Articles of Incorporation, as amended to incorporate the Amendment, are filed as Exhibit3.1 to this Quarterly Report on Form10-Q, and the Articles of Amendment effecting the Amendment are filed as Exhibit3.3 to this Quarterly Report on Form10Q. The foregoing description of the Amendment is qualified in its entirely by reference to the full text of Exhibits3.1 and3.3, which are incorporated herein by reference.
Removed paragraphs (1)
Reworded paragraphs (1)
Previous wording
The following table provides information about purchases of our common stock made by us or on our behalf by any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act. The Company did not repurchase any common shares during the second quarter of 2026; however, 504,652 common shares were purchased during the first quarter of 2026 at a total cost of $20.33 million. The Company repurchased 50,338 common shares during the second quarter of 2025 at a cost of $1.85 million.
Current wording
The following table provides information about purchases of our common stock made by us or on our behalf by any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Exchange Act. The Company did not repurchase any common shares during the third quarter of 2026; however, 504,652 common shares were purchased during the first quarter of 2026 at a total cost of $20.33 million.