Table of Contents

As filed with the Securities and Exchange Commission on January 18, 2023.

Registration No. ___-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRST COMMUNITY BANKSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

P.O. Box 989

Bluefield, Virginia 26405-0989

(276) 326-9000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

William P. Stafford, II

First Community Bankshares, Inc.

29 College Drive

Bluefield, Virginia 26405

(276) 326-9000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with copies to:

Approximate date of commencement of proposed sale to the public: as soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these 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.

PRELIMINARY-SUBJECT TO COMPLETION-DATED JANUARY 18, 2023

MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On November 17, 2022, Surrey Bancorp (which we refer to as “Surrey”) and First Community Bankshares, Inc. (which we refer to as “First Community”) entered into an Agreement and Plan of Merger (which, as it may be amended, supplemented or modified from time to time, we refer to as the “merger agreement”), pursuant to which Surrey will merge with and into First Community (which we refer to as the “merger”). Immediately following the completion of the merger, Surrey Bank & Trust, Surrey’s wholly-owned bank subsidiary, will merge with and into First Community Bank, First Community’s wholly-owned bank subsidiary, with First Community Bank continuing as the surviving bank (which we refer to as the “bank merger”).

In the merger, each share of Surrey common stock and Class A common stock issued and outstanding immediately prior to the completion of the merger (other than certain excluded shares as described in the attached proxy statement/prospectus) will be converted into the right to receive 0.7159 (the “exchange ratio”) shares of First Community common stock (which we refer to as the “merger consideration”). Based on First Community’s closing price of $38.43 per share on November 17, 2022, the 0.7159 exchange ratio represented an implied value of approximately $27.51 for each share of Surrey common stock and Surrey Class A common stock.

We encourage you to obtain current market quotations for the common stock of First Community and Surrey before you vote. First Community common stock is currently quoted on the Nasdaq Global Select Market (which we refer to as the “NASDAQ”) under the symbol “FCBC.” Surrey common stock is currently quoted on the OTC Pink Marketplace (which we refer to as the “OTC Pink”) under the symbol “SRYB.”

Based on the number of shares of Surrey common stock and Class A common stock outstanding on [●], 2023, the record date for the Surrey special meeting, we expect that holders of shares of Surrey common stock and Surrey Class A common stock outstanding as of immediately prior to the closing of the merger will hold, in the aggregate, approximately [15.6]% of the issued and outstanding shares of First Community common stock immediately following the closing of the merger (including shares received in respect of Surrey restricted stock awards and without giving effect to any shares of First Community common stock held by Surrey shareholders prior to the merger). As a result, current First Community shareholders will hold, in the aggregate, approximately [84.4]% of the outstanding shares of First Community common stock immediately following the closing of the merger. An increase or decrease in the number of outstanding shares of Surrey common stock and Surrey Class A common stock prior to completion of the merger could cause the actual number of shares issued upon completion of the merger to change.

The merger is intended to be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”) and holders of Surrey common stock or Class A common stock are not expected to recognize any gain or loss for United States federal income tax purposes on the exchange of shares of Surrey common stock or Surrey Class A common stock for shares of First Community common stock in the merger, except to the extent holders receive cash in lieu of any fractional shares of First Community common stock.

Surrey will hold a special meeting of its shareholders in connection with the merger. Holders of Surrey common stock and Surrey Class A common stock, voting as separate groups, will be asked to vote to approve the merger agreement and to approve related matters, as described in the attached proxy statement/prospectus.

The special meeting of Surrey shareholders will be held on [●], 2023 at [●] [a.m./p.m.] (local time) at [●].

Your vote is important. We cannot complete the merger unless the holders of Surrey common stock and Surrey Class A common stock approve the merger agreement. Approval of the merger agreement requires the affirmative vote of the holders of (1) a majority of the outstanding shares of Surrey common stock entitled to vote on the proposal and (2) a majority of the outstanding shares of Surrey Class A common stock entitled to vote on the proposal. Regardless of whether or not you plan to attend the special meeting, please take the time to vote your shares in accordance with the instructions contained in the enclosed proxy statement/prospectus.

The Surrey board of directors unanimously recommends that holders of Surrey common stock and holders of Surrey Class A common stock vote “FOR” the approval of the merger agreement and “FOR” the other matters to be considered at the Surrey special meeting.

The enclosed proxy statement/prospectus describes the special meeting, the merger, the documents related to the merger and other related matters. Please carefully read the entire proxy statement/prospectus, including the section entitled “Risk Factors,” for a discussion of the risks relating to the proposed merger. You also can obtain information about the proposed merger and First Community from documents that First Community has filed with the Securities and Exchange Commission that are attached as appendices to this proxy statement/prospectus and about Surrey in Surrey’s annual reports by accessing Surrey’s website at www.surreybank.com under the tab “About Us” and then under the heading “Investor Relations” and “Shareholder Relations”.

If you have any questions concerning the merger, please contact Edward C. Ashby, III, 145 N. Renfro Street, Mount Airy, North Carolina, 27030 at (333)783-3900. We look forward to seeing you at the special meeting.

Neither the Securities and Exchange Commission nor any state securities commission or any bank regulatory agency has approved or disapproved the securities to be issued in the merger or determined if the enclosed proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not deposit accounts or other obligations of any bank or non-bank subsidiary of either First Community or Surrey, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of the enclosed proxy statement/prospectus is [●], 2023, and it is first being mailed or otherwise delivered to the shareholders of Surrey on or about [●], 2023.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Surrey Bancorp:

Surrey Bancorp (which we refer to as “Surrey”) will hold a special meeting of shareholders on [●] 2023 at [●] (local time) at [●], to consider and vote upon the following matters:

The affirmative vote of the holders of a majority of the outstanding shares of Surrey common stock, voting as a separate class from the holders of Surrey Class A common stock, is required to approve the common shareholder merger proposal. The affirmative vote of a majority of the votes cast by the holders of Surrey common stock is required to approve the common shareholder adjournment proposal.

The affirmative vote of the holders of a majority of the outstanding shares of Surrey Class A common stock, voting as a separate class from the holders of Surrey common stock, is required to approve the Class A common shareholder merger proposal. The affirmative vote of a majority of the votes cast by the holders of Surrey Class A common stock is required to approve the Class A common shareholder adjournment proposal.

Surrey will transact no other business at the special meeting except for business properly brought before the special meeting or any adjournment thereof.

The merger cannot be completed unless Surrey common shareholders approve the common shareholder merger proposal and Surrey Class A common shareholders approve the Class A common shareholder merger proposal. The proxy statement/prospectus accompanying this notice describes the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the special meeting. Please review the proxy statement/prospectus carefully.

We have fixed the close of business on [●], 2023 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Surrey special meeting (which we refer to as the “Surrey record date”). Only holders of record of Surrey common stock or Surrey Class A common stock at the close of business on that date are entitled to notice of, and to vote at, the Surrey special meeting or any adjournment thereof.

The Surrey board of directors has unanimously approved the merger agreement and the merger and unanimously recommends that holders of Surrey common stock vote “FOR” the common shareholder merger proposal and the common shareholder adjournment proposal. The Surrey board of directors also unanimously recommends that holders of Surrey Class A common stock vote “FOR” the Class A common shareholder merger proposal and the Class A common shareholder adjournment proposal.

Your vote is very important. We cannot complete the merger unless holders of Surrey common stock and holders of Surrey Class A common stock, voting separately, approve the merger agreement.

Whether or not you plan to attend the Surrey special meeting, we encourage you to execute and return the enclosed proxy card promptly in the enclosed self-addressed envelope or to vote your shares in advance of the Surrey special meeting by Internet or phone, as described in the accompanying proxy statement/prospectus. If you decide to attend the Surrey special meeting, then you may, if you desire, revoke the proxy and vote your shares in person. If you hold your shares in “street name” through a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the record holder.

You have the right to assert appraisal rights with respect to the merger and demand in writing that First Community Bankshares, Inc. pay the fair value of your shares of Surrey common stock or Surrey Class A common stock under applicable provisions of North Carolina law. In order to exercise and perfect appraisal rights, you must give written notice of your intent to demand payment for your shares to Surrey before the vote is taken on the merger agreement at the special meeting and you must not vote in favor of the merger. A copy of the applicable North Carolina statutory provisions is included in the proxy statement/prospectus as Appendix C and a description of the procedures to demand and perfect appraisal rights is included in the section entitled “The Merger - Dissenters’ Appraisal Rights for Surrey Shareholders” beginning on page [•].

The enclosed proxy statement/prospectus provides a detailed description of the Surrey special meeting, the merger, the documents related to the merger and other related matters. We urge you to read the proxy statement/prospectus, including any documents attached to this proxy statement/prospectus, and its appendices carefully and in their entirety.

If you have any questions concerning the merger or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need help voting your shares of Surrey common stock or Surrey Class A common stock, please contact Surrey’s proxy solicitor, Regan & Associates, Inc., (1) by mail at 505 Eighth Avenue- Suite 800, New York, NY 10018; or (2) by phone at (800) 737-3426.

On behalf of the Surrey board of directors, thank you for your prompt attention to this important matter.

REFERENCES TO ADDITIONAL INFORMATION

This document includes important business and financial information about First Community that is included in documents filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) that have been attached as appendices to this proxy statement/prospectus.

In addition, documents filed with the SEC by First Community are available free of charge through the SEC website (http://www.sec.gov) or by requesting them in writing or by telephone from First Community or Surrey at the following addresses:

You will not be charged for any of these documents that you request. Surrey shareholders requesting documents should do so by [•], 2023, in order to receive them before their special meeting.

This proxy statement/prospectus attaches as appendices documents that First Community previously filed with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as set forth below. Any statement contained in such a document shall be deemed to be modified or superseded for purposes of this proxy statement/prospectus to the extent that a statement contained in this proxy statement/prospectus or in an appendix hereto consisting of a document filed with the SEC subsequent to such document modifies or replaces such statement.

Set forth below is a list of the documents previously filed with the SEC by First Community under the Exchange Act that are attached as appendices to this proxy statement/prospectus.

You should rely only on the information contained in or attached to this document. No one has been authorized to provide you with information that is different from that contained in, or attached to this document. This document is dated [•], 2023, and you should assume that the information in this document is accurate only as of such date. You should assume that the filings with the SEC attached as appendices to this document are accurate as of the date of such filing. Neither the mailing of this document to Surrey shareholders nor the issuance by First Community of shares of First Community common stock in connection with the merger will create any implication to the contrary.

Information on the websites of First Community or Surrey, or any subsidiary of First Community or Surrey, is not part of this document. You should not rely on that information in deciding how to vote.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Surrey has been provided by Surrey and information contained in, or attached to, this document regarding First Community has been provided by First Community.

See “Where You Can Find More Information” beginning on page [•].

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SURREY SPECIAL MEETING

The following are some questions that you may have about the merger and the Surrey special meeting and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the Surrey special meeting. Additional important information is also contained in the documents attached as appendices to this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page [●].

Holders of Surrey Class A common stock, voting as a separate class from the holders of Surrey common stock, are being asked to vote on the following proposals:

The merger cannot be completed unless Surrey common shareholders approve the common shareholder merger proposal and Surrey Class A common shareholders approve the Class A common shareholder merger proposal.

Common Shareholder Adjournment Proposal: The affirmative vote of a majority of the votes cast by the holders of Surrey common stock on the common shareholder adjournment proposal is required to approve the common shareholder adjournment proposal.

Class A common shareholder Merger Proposal: The affirmative vote of the holders of a majority of the outstanding shares of Surrey Class A common stock as of the record date and entitled to vote thereon is required to approve the Class A common shareholder merger proposal.

Class A common shareholder Adjournment Proposal: The affirmative vote of a majority of the votes cast by the holders of Surrey Class A common stock on the Class A common shareholder adjournment proposal is required to approve the Class A common shareholder adjournment proposal.

Based on First Community’s closing price of $38.43 per share on November 17, 2022, the last trading day before the announcement of the merger agreement, the merger consideration represented an implied value of approximately $27.51 per share of Surrey common stock and Surrey Class A common stock. Based on First Community’s closing price of $[●] per share on [●], 2023, the last practicable trading day before the mailing of this proxy statement/prospectus, the merger consideration represented an implied value of approximately $[●] per share of Surrey common stock and Surrey Class A common stock.

We encourage you to obtain current market quotations for the common stock of First Community and Surrey before you vote.

If the merger is completed, Surrey shareholders will be entitled to receive dividends with a record date after the effective time of the merger on shares of First Community common stock received in the merger. See the section entitled “The Merger Agreement-Terms of the Merger-Dividends and Distributions” on page [●].

Surrey shareholders should obtain current stock price quotations for First Community common stock. First Community common stock is traded on NASDAQ under the symbol “FCBC.”

If you are a shareholder of record of Surrey as of the Surrey record date, you may submit your proxy before the special meeting in one of the following ways:

If your shares are held in “street name” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the special meeting will need to obtain a proxy form from their broker, bank or other nominee.

Abstentions and broker non-votes, if any, will be included in determining the number of shares of Surrey common stock or Surrey Class A common stock, as applicable, present at the Surrey special meeting for the purpose of determining the presence of a quorum.

The merger agreement must be approved by the affirmative vote of (i) a majority of the outstanding shares of Surrey common stock as of the record date and entitled to vote on the merger agreement and (ii) a majority of the outstanding shares of Surrey Class A common stock as of the record date and entitled to vote on the merger agreement.

The Surrey board of directors unanimously recommends that Surrey common shareholders vote “FOR” the common shareholder merger proposal and that Surrey Class A common shareholders vote “FOR” the Class A common shareholder merger proposal.

If you choose to send a completed proxy card bearing a later date or a notice of revocation, the new proxy card or notice of revocation must be received by [●] (local time) on [●], 2023. Attendance at the special meeting will not, in and of itself, constitute revocation of a proxy. If you hold your shares in street name with a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee to change your vote.

For further information, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●].

The U.S. federal income tax consequences described above may not apply to all holders of Surrey common stock or Surrey Class A common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the merger to you.

A description of the procedures to demand and perfect appraisal rights is included in the following section: “The Merger - Dissenters’ Appraisal Rights for Surrey Shareholders” beginning on page [●].

SUMMARY

The following summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that is important to you. Each item in this summary refers to the page where that subject is discussed in more detail. You should carefully read the entire proxy statement/prospectus, including the documents attached as appendices to this proxy statement/prospectus and the other documents to which we refer to understand fully the merger. See the section entitled “Where You Can Find More Information” beginning on page [●] on how to obtain copies of those documents. In addition, the merger agreement is attached as Appendix A to this proxy statement/prospectus. We encourage you to read the merger agreement because it is the legal document that governs the merger.

Unless the context otherwise requires throughout this proxy statement/prospectus, “First Community” and the “Company” refers to First Community Bankshares, Inc., “Surrey” refers to Surrey Bancorp and “we,” and “our” refer collectively to First Community and Surrey.

Information Regarding First Community and Surrey:

First Community Bankshares, Inc. (see page [●])

29 College Drive

Bluefield, Virginia 24605

Attention: David D. Brown

Phone: (276) 326-9000

First Community, a financial holding company, was founded in 1989 and incorporated under the laws of the Commonwealth of Virginia in 2018. The Company is the successor to First Community Bancshares, Inc., a Nevada corporation, pursuant to an Agreement and Plan of Reincorporation and Merger, the sole purpose of which was to change the Company’s state of incorporation from Nevada to Virginia. The reincorporation was completed on April 24, 2018. The Company’s principal executive office is located at One Community Place, Bluefield, Virginia. The Company provides banking products and services to individual and commercial customers through its wholly-owned subsidiary First Community Bank, a Virginia-chartered banking institution founded in 1874. First Community Bank has branch offices in Virginia, West Virginia, North Carolina and Tennessee. First Community Bank offers wealth management and investment advice through its Trust Division and wholly-owned subsidiary First Community Wealth Management.

First Community focuses on building financial partnerships and creating enduring and complete relationships with businesses and individuals through a personal and local approach to banking and financial services. First Community strives to be the bank of choice in the markets it serves by offering impeccable service and a complete line of competitive products that include:

As of September 30, 2022, on a consolidated basis, First Community had total assets of $3.16 billion, total deposits of $2.71 billion, total net loans of $2.33 billion, and shareholders’ equity of $412 million.

Additional information about First Community is included in documents attached as appendices to this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page [●].

Surrey Bancorp (see page [●])

145 N Renfro Street

Mount Airy, North Carolina 27030

Attention: Edward C. Ashby, III

Phone: (336) 783-3900

Surrey Bancorp is a bank holding company organized under the laws of North Carolina in 2003 and registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (which we refer to as the “BHCA”). Surrey conducts the majority of its business operations through its wholly-owned bank subsidiary, Surrey Bank & Trust. Surrey’s single direct subsidiary is Surrey Bank & Trust, which is a North Carolina state-chartered bank that was incorporated in 1996. Surrey Bank & Trust provides comprehensive individual and corporate financial services through its main and branch offices in Mount Airy, North Carolina and branch offices in Stuart, Virginia, and Pilot Mountain, North Wilkesboro and Elkin, North Carolina.  These services include demand and time deposits as well as commercial, installment, mortgage and other consumer lending services, insurance and investment services. Surrey Bank & Trust offers retail and commercial banking products and services to individuals, businesses and local government customers.

At September 30, 2022, Surrey had total consolidated assets of $500 million, net loans of $244 million, deposits of $436 million and stockholders’ equity of $57 million. Surrey common stock is quoted on the OTC Pink under the symbol “SRYB.”

The Merger (see page [●])

The terms and conditions of the merger are contained in the merger agreement, a copy of which is included as Appendix A to this proxy statement/prospectus and is incorporated by reference herein. You should read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

In the merger, Surrey will merge with and into First Community, with First Community as the surviving corporation in the merger. Immediately following the effective time of the merger, Surrey Bank & Trust will merge into First Community Bank, with First Community Bank as the surviving bank in the bank merger.

Closing and Effective Time of the Merger (see page [●])

The closing date is currently expected to occur in the second quarter of 2023. On the closing date, First Community will file articles of merger with the State Corporation Commission of the Commonwealth of Virginia and the North Carolina Secretary of State. The merger will become effective at such time as the articles of merger are filed or such later time as may be specified in the articles of merger (which we refer to as the “effective time”). Neither First Community nor Surrey can predict the actual date on which the merger will be completed because it is subject to factors beyond each company’s control, including whether or when the required regulatory approvals and Surrey shareholder approvals will be received.

Merger Consideration (see page [●])

Under the terms of the merger agreement, each share of Surrey common stock and Surrey Class A common stock issued and outstanding immediately prior to the completion of the merger (other than dissenting shares as described below and shares of Surrey common stock owned and Surrey Class A common stock owned directly or indirectly by First Community, Surrey or their wholly-owned subsidiaries (in each case, other than shares of Surrey common stock and Surrey Class A common stock held in a fiduciary capacity or in connection with debts previously contracted) (together, the “excluded shares”)) will be converted into the right to receive 0.7159 shares of First Community common stock.

First Community will not issue any fractional shares of First Community common stock in the merger. Instead, a Surrey shareholder who otherwise would have received a fraction of a share of First Community common stock will receive an amount in cash rounded to the nearest whole cent. This cash amount will be determined by multiplying the fraction of a share of First Community common stock to which the holder would otherwise be entitled by the First Community average closing price.

First Community common stock trades on NASDAQ under the symbol “FCBC.” Surrey common stock trades on the OTC Pink under the ticker symbol “SRYB.” The following table presents the closing price of First Community common stock and Surrey common stock on November 17, 2022, the last trading day before the date of the public announcement of the merger agreement, and [●], 2023, the last practicable trading day prior to the mailing of this proxy statement/prospectus. The table also presents the equivalent value of the merger consideration per share of Surrey common stock on those dates, calculated by multiplying the closing sales price of First Community common stock on those dates by the exchange ratio.

Although the exchange ratio is fixed, the value of the shares of First Community common stock to be issued in the merger will fluctuate between now and the closing date of the merger. Surrey shareholders should obtain current stock price quotations for First Community common stock.

Conversion of Shares; Exchange of Certificates; Book Entry Shares (see page [●])

Promptly after the effective time of the merger, First Community’s exchange agent will mail to each holder of record of Surrey common stock and Surrey Class A common stock that is converted into the right to receive the merger consideration a letter of transmittal and instructions for the surrender of the holder’s Surrey stock certificate(s) for the merger consideration (including cash in lieu of any fractional First Community shares).

Please do not send in your certificate(s) until you receive these instructions.

You will not be required to take any special additional actions if your shares of Surrey common stock or Surrey Class A common stock are held in book-entry form. After the effective time of the merger, First Community’s exchange agent will send you instructions for converting your book-entry shares into the merger consideration.

Material U.S. Federal Income Tax Consequences of the Merger (see page [●])

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and it is a condition to the respective obligations of Surrey and First Community to complete the merger that each of Surrey and First Community receives a legal opinion to that effect. Accordingly, the merger will generally be tax-free to holders of Surrey common stock and Surrey Class A common stock for U.S. federal income tax purposes on the exchange of shares of Surrey common stock and Surrey Class A common stock for shares of First Community common stock in the merger, except with respect to any cash received instead of fractional shares of First Community common stock that such holder of Surrey common stock and Surrey Class A common stock would otherwise be entitled to receive. For further information, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●].

The U.S. federal income tax consequences described above may not apply to all holders of Surrey common stock and Surrey Class A common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Dissenters’ Appraisal Rights for Surrey Shareholders (see page [●] and Appendix C)

Each Surrey shareholder has the right to assert appraisal rights with respect to the merger and demand in writing that he, she or it be paid the fair value of the shares of his, her or its Surrey common stock or Surrey Class A common stock under the applicable provisions of North Carolina law following the consummation of the merger. There are specific requirements that shareholders must follow to assert and perfect their appraisal rights.

A copy of the applicable North Carolina statutory provisions is included in the proxy statement/prospectus as Appendix C, and a description of the procedures to demand and perfect appraisal rights is included in the section entitled “The Merger - Dissenters’ Appraisal Rights for Surrey Shareholders” beginning on page [●].

Due to the complexity of the procedures for exercising dissenters’ right to seek appraisal, Surrey shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable North Carolina statutory provisions will result in the loss of the right of appraisal.

Opinion of Surrey’s Financial Advisor (see page [●] and Appendix B)

At the November 17, 2022 meeting of the Surrey board of directors, representatives of Raymond James & Associates, Inc. (which we refer to as “Raymond James”) rendered Raymond James’ oral opinion, which was also confirmed in writing on November 17, 2022, as to the fairness of the merger consideration, as of such date, from a financial point of view, to the holders of Surrey’s outstanding common stock, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated November 17, 2022, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Appendix B to this proxy statement/prospectus. Raymond James provided its opinion for the information and assistance of the Surrey board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the merger consideration to be received by the holders of the common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. The opinion of Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Surrey board of directors or any holder of Surrey common stock as to how the Surrey board of directors, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter.

For further information, see the section entitled “The Merger-Opinion of Surrey’s Financial Advisor" beginning on page[●]  .

Recommendation of the Surrey Board of Directors (see page [●])

The Surrey board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Surrey and its shareholders and has unanimously adopted the merger agreement and approved the merger.

The Surrey board of directors unanimously adopted the merger agreement and approved the merger and unanimously recommends that Surrey common shareholders vote “FOR” the common shareholder merger approval and the adjournment proposal and that Surrey Class A common stock shareholders vote “FOR” the Class A common shareholder merger proposal and the Class A common shareholder adjournment proposal.

For the factors considered by the Surrey board of directors in reaching its decision to approve the merger agreement, see the section entitled “The Merger-Recommendation of the Surrey Board of Directors and Surrey’s Reasons for the Merger” beginning on page [●].

Interests of Surrey Directors and Executive Officers in the Merger (see page [●])

In considering the recommendation of the Surrey board of directors with respect to the merger agreement, Surrey shareholders should be aware that some of Surrey’ directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Surrey shareholders generally. Interests of officers and directors that may be different from or in addition to the interests of Surrey shareholders include, among others:

These interests are discussed in more detail in the section entitled “The Merger-Interests of Surrey Directors and Executive Officers in the Merger” beginning on page [●]. The Surrey board of directors was aware of the different or additional interests set forth herein and considered such interests along with other matters in adopting and approving the merger agreement and the transactions contemplated thereby, including the merger.

Treatment of Surrey Restricted Stock (see page [●])

At the effective time of the merger, referred to as the effective time, each share of restricted stock awarded to any employee or service provider of Surrey and its subsidiaries under Surrey’s restricted stock plan that is unvested and subject to restrictions (which we refer to as an “unvested Surrey restricted stock award”) shall fully vest in accordance with the terms of the restricted stock plan and the applicable award agreement and shall be canceled and converted automatically into the right to receive the merger consideration payable pursuant to the merger agreement on the shares of Surrey common stock underlying the unvested Surrey restricted stock, treating the shares of Surrey common stock subject to such unvested Surrey restricted stock in the same manner as all other shares of Surrey common stock for such purposes.

Regulatory Approvals (see page [●])

Completion of the merger and the bank merger are subject to various regulatory approvals and notifications, including approvals from the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve Board” or the “Federal Reserve”), the Virginia State Corporation Commission Bureau of Financial Institutions and the North Carolina Office of the Commissioner of Banks. First Community and Surrey have agreed to use their reasonable best efforts to obtain all requisite regulatory approvals.

On January 11, 2023 First Community and Surrey and/or their respective subsidiaries filed the necessary applications and notifications to obtain these regulatory approvals. Although the parties currently believe they should be able to obtain all regulatory approvals in a timely manner, they cannot be certain when or if they will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to or have a material adverse effect on the combined company after the completion of the merger. However, in no event will First Community be required, or will Surrey be permitted (without First Community’s prior written consent), to agree to any condition or restriction that would so materially and adversely impact the economic or business benefits to First Community of the transactions contemplated by the merger agreement that, had such condition or requirement been known, First Community would not, in its reasonable judgment, have entered into the merger agreement (we refer to such condition as a “burdensome condition”). The regulatory approvals to which the completion of the merger and bank merger are subject are described in more detail under the section entitled “The Merger-Regulatory Approvals” beginning on page [●].

Conditions to Completion of the Merger (see page [●])

The completion of the merger depends on a number of conditions being satisfied or, where permitted, waived, including:

In addition, First Community’s obligation to complete the merger is subject to the following conditions:

No assurance is given as to when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Agreement Not to Solicit Other Offers (see page [●])

Surrey has agreed to a number of limitations with respect to soliciting, negotiating and discussing acquisition proposals involving persons other than First Community, and to certain related matters. The merger agreement does not, however, prohibit Surrey from considering an unsolicited bona fide acquisition proposal from a third party if certain specified conditions are met. Surrey’s non-solicitation obligations are discussed in more detail in the section entitled “The Merger Agreement-Agreement Not to Solicit Other Offers” beginning on page [●].

Termination of the Merger Agreement (see page [●])

The merger agreement can be terminated at any time prior to completion of the merger by mutual consent, or by either party in the following circumstances:

First Community may also terminate the merger agreement if:

Surrey may also terminate the merger agreement if, within the five day period following the determination date, both of the following conditions are satisfied:

However, if Surrey chooses to exercise this termination right, First Community has the option, within five days of receipt of notice from Surrey, to increase the exchange ratio or pay an additional cash payment with respect to each share of Surrey common stock and Class A common stock as part of the merger consideration and prevent termination under this provision.

Termination Fee (see page [●])

Surrey will pay First Community a $4.0 million termination fee if the merger agreement is terminated in the following circumstances:

Except in the case of fraud or a willful and material breach of the merger agreement, the payment of the termination fee will fully discharge the party paying such fee from any losses that may be suffered by the other party arising out of the termination of the merger agreement.

Public Trading Markets (see page [●])

First Community will cause the shares of First Community common stock to be issued to the holders of Surrey common stock and Surrey Class A common stock in the merger to be authorized for listing on NASDAQ, subject to official notice of issuance, prior to the effective time of the merger.

Surrey Special Meeting (see page [●])

The special meeting is being held for the following purposes:

The Surrey board of directors has fixed the close of business on [•], 2023 as the record date for determining the holders of Surrey common stock and the holders of Surrey Class A common stock entitled to receive notice of and to vote at the special meeting.

As of the record date, there were [4,099,788] shares of Surrey common stock outstanding and entitled to vote at the Surrey special meeting held by [●] holders of record and [87,095] shares of Surrey Class A common stock outstanding and entitled to vote at the Surrey special meeting held by [●] holders of record. Each share of Surrey common stock entitles the holder thereof as of the record date to one vote at the special meeting on each proposal to be considered at the special meeting by the common shareholders. Each share of Surrey Class A common stock entitles the holder thereof as of the record date to one vote at the special meeting on each proposal to be considered at the special meeting by the Class A common shareholders.

A total of [●] shares of Surrey common stock, representing approximately [●]% of the outstanding shares of Surrey common stock entitled to vote at the Surrey special meeting and [●] shares of Surrey Class A common stock, representing [●]% of the outstanding shares of Surrey Class A common stock entitled to vote at the Surrey special meeting, are subject to voting and support agreements among First Community, Surrey and each of Surrey’s directors (which we refer to collectively as the “Surrey voting agreements”). Pursuant to the Surrey voting agreements, each director has agreed to, on the terms and subject to the conditions set forth therein, vote the shares of Surrey common stock and Class A common stock, as applicable, beneficially owned by him or her in favor of the merger agreement and against any proposal made in competition with the merger, as well as certain other customary restrictions with respect to the voting and transfer of his or her shares of Surrey common stock and Class A common stock.

The holders of a majority of the outstanding shares of Surrey common stock, present in person or represented by proxy, will constitute a quorum for purposes of the matters being voted upon by the common shareholders. The holders of a majority of the outstanding shares of Surrey Class A common stock, present in person or represented by proxy, will constitute a quorum for purposes of the matters being voted upon by the Class A common shareholders.

The affirmative vote of the holders of a majority of the outstanding shares of Surrey common stock entitled to vote thereon is required to approve the common shareholder merger proposal. The affirmative vote of the holders of a majority of the outstanding shares of Surrey Class A common stock entitled to vote thereon is required to approve the Class A common shareholder merger proposal. The affirmative vote of a majority of the votes cast by the holders of Surrey common stock is required to approve the common shareholder adjournment proposal. The affirmative vote of a majority of the votes cast by the holders of Surrey Class A common stock is required to approve the Class A common shareholder adjournment proposal.

The merger cannot be completed unless the Surrey common shareholders approve the common shareholder merger proposal and the Surrey Class A common shareholders approve the Class A common shareholder merger proposal. Therefore, it is essential that Surrey common shareholders approve the common shareholder merger proposal and that Surrey Class A common shareholders approve the Class A common shareholder merger proposal. If Surrey common shareholders fail to approve the common shareholder adjournment proposal or if Surrey Class A common shareholders fail to approve the Class A common shareholder adjournment proposal, the merger may nonetheless occur provided that Surrey common shareholders approve the common shareholder merger proposal and Surrey Class A common shareholders approve the Class A common shareholder merger proposal.

Surrey Voting Agreements (see page [●])

Each of the directors of Surrey has entered into a Surrey voting agreement with First Community and Surrey, in which each such person agreed, on the terms and subject to the conditions set forth therein, to vote the shares of Surrey common stock and Surrey Class A common stock beneficially owned by him or her in favor of the common shareholder merger proposal and the Class A common shareholder merger proposal, as applicable, and against any proposal made in competition with the merger, as well as certain other customary restrictions with respect to the voting and transfer of his or her shares of Surrey common stock and Surrey Class A common stock.

For more information regarding the Surrey voting agreements, see the sections entitled “Information About the Surrey Special Meeting-Shares Subject to Voting Agreements” on page [●] and “The Merger Agreement-Surrey Voting Agreements” beginning on page [●].

Comparison of Shareholders’ Rights (see page [●])

The rights of Surrey shareholders who become First Community shareholders after the merger will be governed by the articles of incorporation and bylaws of First Community rather than the articles of incorporation and bylaws of Surrey. For more information, see the section entitled “Comparison of Shareholders’ Rights” beginning on page [●].

Risk Factors (see page [●])

Before voting at the Surrey special meeting, you should carefully consider all of the information contained or attached to this proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” or described in First Community’s reports filed with the SEC, which are attached as appendices to this proxy statement/prospectus. For more information, see the sections entitled “References to Additional Information” and “Where You Can Find More Information” beginning on page [●].

EQUIVALENT PRO FORMA MARKET VALUE OF COMMON STOCK

First Community common stock is listed and trades on NASDAQ under the ticker symbol “FCBC.” As of [●], 2023, there were [●] shares of First Community common stock outstanding and approximately [●] holders of record.

Surrey common stock is quoted on the OTC Pink under the ticker symbol “SRYB.” As of the Surrey record date, there were [4,099,788] shares of Surrey common stock outstanding and approximately [●] holders of Surrey common stock of record and [87,095] shares of Surrey Class A common stock outstanding and approximately [●] holders of Surrey Class A common stock of record.

The following table sets forth historical per share market values for First Community common stock (i) on November 17, 2022, the last trading day prior to public announcement of the merger agreement, and (ii) on [●], 2023, the most recent practicable date before the printing and mailing of this proxy statement/ prospectus. The table also shows the equivalent pro forma market value of Surrey common stock on those dates.

The equivalent pro forma market value of Surrey common stock is obtained by multiplying the historical market price of First Community common stock by the exchange ratio. Accordingly, the pro forma market value (i) on November 17, 2022 is determined by multiplying $38.43 by the exchange ratio of 0.7159 and (ii) on [●], 2023 is determined by multiplying $[●] by the exchange ratio of 0.7159.

The historical market prices represent the last sale prices on or before the dates indicated. The market price of First Community common stock at the time of the merger may be higher or lower than the closing prices of First Community common stock on the dates shown in the table and, therefore, the market value of the First Community common stock that you receive may be higher or lower than the equivalent pro forma market value shown in the table.

Historical Market Price

Once the merger is completed, there will be no further private or public market for Surrey common stock.

The market prices of both First Community common stock and Surrey common stock will fluctuate prior to the merger. Surrey shareholders should obtain current stock price quotations for First Community common stock.

COMPARATIVE MARKET PRICES AND DIVIDENDS

The following table sets forth for the periods indicated:

¹ Surrey Class A common stock received a dividend preference of $0.03 per share.

RISK FACTORS

In addition to general investment risks and the other information contained in or attached to this proxy statement/prospectus, including the matters described under the caption “Risk Factors” in the Annual Report on Form 10-K filed by First Community for the year ended December 31, 2021, attached hereto as Appendix D, and the matters addressed under the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page [●]. Surrey shareholders should consider the matters described below carefully in determining whether to vote to approve the merger agreement.

Risks Related to the Merger and First Community’s Business Upon Completion of the Merger

Because the sale price of the First Community common stock may fluctuate, you cannot be sure of the value of the merger consideration that you will receive in the merger.

Under the terms of the merger agreement, each share of Surrey common stock and Surrey Class A common stock issued and outstanding immediately prior to the completion of the merger (other than (1) dissenting shares as described below and (2) shares of Surrey common stock and Surrey Class A common stock owned directly or indirectly by Surrey, First Community or their wholly-owned subsidiaries (in each case, other than shares of Surrey common stock or Surrey Class A common stock held in a fiduciary capacity or in connection with debts previously contracted (together, the “excluded shares”)) will be converted into the right to receive 0.7159 shares of First Community common stock.

The market price of First Community’s common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding First Community’s operations or business prospects, including market sentiment regarding First Community’s entry into the merger agreement. These risks may be affected by:

Many of these factors are beyond the control of First Community and Surrey. We make no assurances as to whether or when the merger will be completed. Surrey shareholders should obtain current sale prices for shares of First Community common stock before voting their shares of Surrey common stock and Surrey Class A common stock at the Surrey special meeting.

The market price of First Community common stock after the merger may be affected by factors different from those affecting the shares of Surrey or First Community currently.

Upon completion of the merger, holders of Surrey common stock and Surrey Class A common stock will become holders of First Community common stock. First Community’s business differs from that of Surrey, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of First Community and Surrey. For a discussion of the business of First Community and of certain factors to consider in connection with First Community’s business, see the documents attached as appendices to this proxy statement/prospectus or described elsewhere in this proxy statement/prospectus.

First Community may fail to realize all of the anticipated benefits of the merger.

First Community and Surrey have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on First Community’s ability to successfully combine and integrate the businesses of First Community and Surrey in a manner that permits growth opportunities and does not materially disrupt the existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect First Community’s ability to successfully conduct its business, which could have an adverse effect on First Community’s financial results and the value of First Community common stock. If First Community experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause First Community and/or Surrey to lose customers or cause customers to remove their accounts from First Community and/or Surrey and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of First Community and Surrey during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.

The success of the merger will also depend on First Community’s ability to:

First Community may not be able to manage effectively its growth resulting from the merger.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated by the merger agreement, including the merger and the bank merger, may be completed, various approvals must be obtained from bank regulatory authorities. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under the section entitled “The Merger-Regulatory Approvals” beginning on page [●]. An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay their receipt. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger. See the section entitled “The Merger-Regulatory Approvals” beginning on page [●].

The regulatory approvals may not be received at all, may not be received in a timely fashion, and may contain conditions on the completion of the merger that are not anticipated or cannot be met. If the consummation of the merger is delayed, including by a delay in receipt of necessary governmental approvals, the business, financial condition and results of operations of each company may also be materially adversely affected.

First Community may fail to realize the cost savings estimated for the merger.

Although First Community estimates that it will realize from the merger pre-tax cost savings of approximately $3.69 million annually (excluding one-time costs and expenses associated with the merger) when fully phased in, it is possible that the estimates of the potential cost savings could turn out to be incorrect. In addition, future business developments may require First Community to continue to operate or maintain some facilities or support functions that are currently expected to be combined or reduced. The cost savings estimates also depend on First Community’s ability to combine the businesses of First Community and Surrey in a manner that permits those costs savings to be realized. If the estimates turn out to be incorrect or First Community is not able to combine the two companies successfully, the anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected.

The combined company may be unable to retain First Community and/or Surrey personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by First Community and Surrey. It is possible that these employees may decide not to remain with First Community or Surrey, as applicable, while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment, or if an insufficient number of employees is retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Surrey to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, First Community and Surrey may not be able to locate suitable replacements for any key employees who leave either company, or to offer employment to potential replacements on reasonable terms.

Surrey’s directors and executive officers have interests in the merger that may differ from the interests of Surrey shareholders.

Surrey shareholders should be aware that some of Surrey’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Surrey shareholders generally. The Surrey board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that Surrey shareholders vote in favor of approving the merger agreement.

For a more complete description of these interests, see the section entitled “The Merger-Interests of Surrey Directors and Executive Officers in the Merger” beginning on page [●].

Termination of the merger agreement could negatively impact First Community and Surrey.

The merger may be terminated as a result of factors beyond First Community’s and Surrey’s control. See the section entitled “The Merger Agreement-Termination of the Merger Agreement” beginning on page [●] for a complete discussion of the circumstances under which the merger agreement may be terminated. If the merger agreement is terminated, there may be various consequences. For example, First Community’s or Surrey’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of the First Community common stock or the Surrey common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, subject to conditions and exceptions, Surrey may be required to pay to First Community a termination fee of $4.0 million. See the section entitled “The Merger Agreement-Termination Fee” beginning on page [●], for a complete discussion of the circumstances under which any such termination fee will be required to be paid.

If the merger agreement is terminated and a party’s board of directors seeks another merger or business combination, such party’s shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger.

First Community and Surrey will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, customers, suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of Surrey and/or First Community. These uncertainties may impair First Community’s or Surrey’s ability to attract, retain and motivate key personnel, depositors and borrowers pending the consummation of the merger, as such personnel, depositors and borrowers may experience uncertainty about their future roles following the consummation of the merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with us to seek to change existing business relationships with us or fail to extend an existing relationship with us. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the merger.

Each of First Community and Surrey has a small number of key personnel. The pursuit of the merger and the preparation for the integration may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition and results of operations.

In addition, the merger agreement restricts each party from taking certain actions without the other party’s consent while the merger is pending. These restrictions may, among other matters, prevent such party from pursuing otherwise attractive business opportunities, selling assets, incurring indebtedness, engaging in significant capital expenditures in excess of certain limits set forth in the merger agreement, entering into other transactions or making other changes to such party’s business prior to consummation of the merger or termination of the merger agreement. These restrictions could have a material adverse effect on each party’s business, financial condition and results of operations. See the section entitled “The Merger Agreement-Conduct of Business Pending the Completion of the Merger” beginning on page [●] for a description of the restrictive covenants applicable to Surrey and First Community.

The merger may distract management of First Community and Surrey from their other responsibilities.

The merger could cause the respective management groups of First Community and Surrey to focus their time and energies on matters related to the transaction that otherwise would be directed to their business and operations. Any such distraction on the part of either company’s management, if significant, could affect its ability to service existing business and develop new business and adversely affect the business and earnings of First Community or the business and earnings of the combined company.

If the merger is not completed, First Community and Surrey will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of First Community and Surrey has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing, and mailing this proxy statement/prospectus, and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, First Community and Surrey would have to recognize these expenses without realizing the expected benefits of the merger.

Failure to complete the merger could negatively affect the market price of Surrey common stock.

If the merger is not completed for any reason, Surrey will be subject to a number of material risks, including the following:

The merger agreement limits Surrey’s ability to pursue alternative acquisition proposals and requires Surrey to pay a termination fee of $4.0 million under limited circumstances, including circumstances relating to acquisition proposals.

The merger agreement prohibits Surrey from soliciting, initiating, inducing or encouraging, or taking any action to facilitate certain third-party acquisition proposals. See the section entitled “The Merger Agreement-Agreement Not to Solicit Other Offers” beginning on page [●]. The merger agreement also provides that Surrey will be required to pay a termination fee in the amount of $4.0 million in the event that the merger agreement is terminated under certain limited circumstances, including an adverse recommendation change by the Surrey board of directors. See the sections entitled “The Merger Agreement-Termination of the Merger Agreement” beginning on page [●] and “The Merger Agreement-Termination Fee” beginning on page [●]. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Surrey from considering or proposing such an acquisition.

The merger will not be completed unless important conditions are satisfied.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the merger will not occur or will be delayed and each of First Community and Surrey may lose some or all of the intended benefits of the merger. The following conditions, in addition to other closing conditions, must be satisfied or waived, if permissible, before First Community and Surrey are obligated to complete the merger:

The shares of First Community common stock to be received by Surrey shareholders as a result of the merger will have different rights from the shares of Surrey common stock and Surrey Class A common stock.

Upon completion of the merger, Surrey shareholders will become First Community shareholders and their rights as shareholders will be governed by the First Community articles of incorporation and bylaws. The rights associated with Surrey common stock and Surrey Class A common stock are different from the rights associated with First Community common stock. See the section entitled “Comparison of Shareholders’ Rights” beginning on page [●] for a discussion of the different rights associated with First Community common stock.

First Community shareholders and Surrey shareholders will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over management, as compared to their ownership and voting interests in First Community and Surrey, respectively.

First Community shareholders and Surrey shareholders currently have the right to vote in the election of the board of directors and on other matters affecting First Community and Surrey, respectively. Upon completion of the merger, each Surrey shareholder who receives shares of First Community common stock will become a First Community shareholder, with a percentage ownership of First Community that is smaller than such shareholder’s percentage ownership of Surrey. Based on the number of shares outstanding on the Surrey record date, we expect that holders of shares of Surrey common stock and Surrey Class A common stock as of immediately prior to the closing of the merger will hold, in the aggregate, approximately [15.6]% of the issued and outstanding shares of First Community common stock immediately following the closing of the merger (including shares received in respect of Surrey restricted stock awards and without giving effect to any shares of First Community common stock held by Surrey shareholders prior to the merger). As a result, current First Community shareholders will hold, in the aggregate, approximately [84.4]% of the outstanding shares of First Community common stock immediately following the closing of the merger. Because of this, Surrey shareholders will have less influence on the management and policies of First Community than they now have on the management and policies of Surrey.

If the merger and the bank merger do not constitute a reorganization under Section 368(a) of the Code, then each Surrey shareholder may be responsible for payment of U.S. income taxes related to the merger.

The United States Internal Revenue Service, or the IRS, may determine that the merger does not qualify as a nontaxable reorganization under Section 368(a) of the Code. In that case, each Surrey shareholder receiving First Community common stock would recognize a gain or loss equal to the difference between the (i) the sum of the fair market value of First Community common stock and the amount of cash consideration, if any, received by the Surrey shareholder in the merger and (ii) the Surrey shareholder’s adjusted tax basis in the shares of Surrey common stock or Surrey Class A common stock exchanged therefor.

The opinion of Surrey’s financial advisor delivered to its board of directors prior to the signing of the merger agreement will not reflect changes in circumstances following the date of the opinion.

The Surrey board of directors received an opinion (rendered verbally and confirmed in a written opinion, dated November 17, 2022, from its financial advisor regarding the fairness of the merger consideration, from a financial point of view as of the date of such opinion to the holders of Surrey common stock. Subsequent changes in the operation and prospects of First Community or Surrey, general market and economic conditions and other factors that may be beyond the control of First Community or Surrey may significantly alter the value of First Community or Surrey or the prices of the shares of First Community common stock or Surrey common stock and Surrey Class A common stock by the time the merger is completed. The opinion of Surrey’s financial advisor did not address the fairness of the merger consideration, from a financial point of view at the time the merger is completed, or as of any other date other than the date of such opinion. For a description of the opinion of Surrey’s financial advisor, see the section entitled “The Merger-Opinion of Surrey’s Financial Advisor” beginning on page [●].

Litigation against Surrey or First Community, or the members of the Surrey board of directors or First Community board of directors, could prevent or delay the completion of the merger.

Purported shareholder plaintiffs may assert legal claims related to the merger. The results of any such potential legal proceeding would be difficult to predict and such legal proceedings could delay or prevent the merger from being completed in a timely manner. The existence of litigation related to the merger could affect the likelihood of obtaining the required approval from Surrey shareholders. Moreover, any litigation could be time consuming and expensive, and could divert the attention of the respective management teams of Surrey and First Community away from their companies’ regular business. Any lawsuit adversely resolved against Surrey, First Community or the members of the Surrey board of directors or First Community’s board of directors could have a material adverse effect on each party’s business, financial condition and results of operations.

One of the conditions to the consummation of the merger is that neither First Community nor Surrey shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction that enjoins or prohibits the consummation of the merger or the bank merger and no governmental entity shall have instituted any proceeding to enjoin or prohibit the consummation of the merger, the bank merger or any transactions contemplated by the merger agreement. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a governmental authority issues an order or other directive enjoining or prohibiting the completion of the transactions contemplated by the merger agreement, including the merger, then such injunctive or other relief may prevent the merger from being completed in a timely manner or at all.

There are certain risks relating to First Community’s business.

You should read and consider risk factors specific to First Community’s business that will also affect the combined company after the merger. These risks are described in the section entitled “Risk Factors” in First Community’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in other documents attached as appendices to this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page [●].

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information included in, or attached to, this proxy statement/prospectus, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to: (1) statements about the benefits of the merger, including future financial and operating results and cost savings that may be realized from the merger; (2) statements about our respective plans, objectives, expectations and intentions and other statements that are not historical facts; and (3) other statements identified by words such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond First Community’s and Surrey’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements.

Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed under the section entitled “Risk Factors” and those discussed in the filings of First Community with the SEC that are attached as appendices to this proxy statement/prospectus, as well as the following:

Because these forward-looking statements are subject to assumptions and uncertainties, First Community’s and the combined company’s actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this proxy statement/prospectus or the date of any document attached to this proxy statement/prospectus. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence or how they will affect us.

All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus, and attributable to First Community, Surrey or any person acting on their behalf, respectively, are expressly qualified in their entirety by the cautionary statements contained or referred to in this “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●]. Neither First Community nor Surrey undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.

INFORMATION ABOUT THE SURREY SPECIAL MEETING

This section contains information about the special meeting that Surrey has called to allow Surrey common shareholders to vote on the common shareholder merger proposal and the common shareholder adjournment proposal and to allow the Surrey Class A common shareholders to vote on the Class A common shareholder merger proposal and the Class A common shareholder adjournment proposal.

The Surrey board of directors is mailing this proxy statement/prospectus to you, as a Surrey shareholder, on or about [●], 2023. Together with this proxy statement/prospectus, the Surrey board of directors is also sending to you a notice of the special meeting of Surrey shareholders and a form of proxy that the Surrey board of directors is soliciting for use at the Surrey special meeting and at any adjournments or postponements of the Surrey special meeting.

Time, Date, and Place

The special meeting is scheduled to be held on [●], 2023 at [●] (local time) at [●].

Purpose of the Special Meeting

The special meeting is being held for the following purposes:

Recommendation of the Surrey Board of Directors

The Surrey board of directors recommends that holders of Surrey common stock vote “FOR” the common shareholder merger proposal and “FOR” the common shareholder adjournment proposal (if necessary or appropriate); and recommends that holders of Surrey Class A common stock vote “FOR” the Class A common shareholder merger proposal and “FOR” the Class A common shareholder adjournment proposal (if necessary or appropriate). See “The Merger-Recommendation of the Surrey Board of Directors and Surrey’s Reasons for the Merger” beginning on page [•].

Required Vote

Common Shareholder Merger Proposal

The affirmative vote of the holders of a majority of the outstanding shares of Surrey common stock as of the record date and entitled to vote thereon is required to approve the common shareholder merger proposal.

Class A Common Shareholder Merger Proposal

The affirmative vote of the holders of a majority of the outstanding shares of Surrey Class A common stock as of the record date and entitled to vote thereon is required to approve the Class A common shareholder merger proposal.

Common Shareholder Adjournment Proposal

The affirmative vote of a majority of the votes cast by the holders of Surrey common stock on the common shareholder adjournment proposal is required to approve the common shareholder adjournment proposal.

Class A Common Shareholder Adjournment Proposal

The affirmative vote of a majority of the votes cast by the holders of Surrey Class A common stock is required to approve the Class A common shareholder adjournment proposal.

Treatment of Abstentions; Failure to Vote

For purposes of the special meeting, an abstention occurs when a Surrey shareholder attends the Surrey special meeting, either in person or by proxy, but abstains from voting on one or more proposals.

Record Date and Quorum

[●], 2023 has been fixed as the record date for the determination of Surrey shareholders entitled to notice of, and to vote at, the Surrey special meeting and any adjournment thereof. At the close of business on the Surrey record date, there were [4,099,788] shares of Surrey common stock outstanding and entitled to vote at the Surrey special meeting held by [●] holders of record and [87,095] shares of Surrey Class A common stock outstanding and entitled to vote at the Surrey special meeting held by [●] holders of record.

The presence at the Surrey special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Surrey common stock entitled to vote at the Surrey special meeting will constitute a quorum for purposes of the matters being voted upon by the common shareholders. The presence at the Surrey special meeting, in person or by proxy, of holders of a majority of the outstanding shares of Surrey Class A common stock entitled to vote at the Surrey special meeting will constitute a quorum for purposes of the matters being voted upon by the Class A common shareholders. All shares of Surrey common stock and Surrey Class A common stock present in person or represented by proxy, including abstentions and broker non-votes, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Surrey special meeting.

How to Vote

Each copy of this proxy statement/prospectus mailed to holders of Surrey common stock and Class A common stock is accompanied by a form of proxy with instructions for voting.

If you are a shareholder of record of Surrey as of the Surrey record date, you should complete and return the proxy card accompanying this proxy statement/prospectus, regardless of whether you plan to attend the Surrey special meeting.

If you hold your shares in “street name” through a bank, broker or other nominee, you must direct your bank, broker or other nominee how to vote in accordance with the instructions you have received from your bank, broker or other nominee.

All shares represented by valid proxies that Surrey receives through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy for your shares of Surrey common stock will be voted “FOR” the common shareholder merger proposal and “FOR” the common shareholder adjournment proposal, and your proxy for your shares of Surrey Class A common stock will be voted “FOR” the Class A common shareholder merger proposal and “FOR” the Class A common shareholder adjournment proposal. No matters other than the matters described in this proxy statement/prospectus may be presented for action at the Surrey special meeting or at any adjournment of the Surrey special meeting.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. SHAREHOLDERS WHO ATTEND THE SURREY SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

Shares Held in “Street Name”; Broker Non-Votes

If your bank, broker or other nominee holds your shares of Surrey common stock or Surrey Class A common stock in “street name,” your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your bank, broker or other nominee with this proxy statement/prospectus. Any such shares for which you do not give voting instructions will constitute a broker non-vote, and will have the effect of a vote “AGAINST” the common shareholder merger proposal or the Class A common stock merger proposal, as applicable. Broker non-votes will have no effect on the outcome of the common adjournment proposal or the Class A common stock merger proposal.

Revocation of Proxies

You can revoke your proxy at any time before your shares are voted. If you are a shareholder of record, then you can revoke your proxy by:

If you choose to send a completed proxy card bearing a later date or a notice of revocation, the new proxy card or notice of revocation must be received by [●] [●] (local time) on [●], 2023. Attendance at the Surrey special meeting will not, in and of itself, constitute revocation of a proxy. If you hold your shares in street name with a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee to change your vote.

Shares Subject to the Surrey Voting Agreements

A total of [●] shares of Surrey common stock, representing approximately [●]% of the outstanding shares of Surrey common stock entitled to vote at the Surrey special meeting and [●] shares of Surrey Class A common stock, representing [●]% of the outstanding shares of Surrey Class A common stock entitled to vote at the Surrey special meeting, are subject to the Surrey voting agreements. Pursuant to the Surrey voting agreements, each director has agreed to, on the terms and subject to the conditions set forth therein, vote the shares of Surrey common stock and Class A common stock as applicable, beneficially owned by him or her in favor of the merger agreement and against any proposal made in competition with the merger, as well as certain other customary restrictions with respect to the voting and transfer of his or her shares of Surrey common stock and Class A common stock.

The foregoing description of the Surrey voting agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Surrey voting agreements, a form of which is included as Exhibit A to the merger agreement attached to this proxy statement/prospectus as Appendix A.

Shares Held by Directors and Executive Officers

As of the Surrey record date, Surrey’s directors and executive officers and their affiliates beneficially owned and were entitled to vote, in the aggregate, a total of (1) [●] shares of Surrey common stock, representing approximately [●]% of the outstanding shares of Surrey common stock entitled to vote at the Surrey special meeting, and (2) [●] shares of Surrey Class A common stock, representing approximately [●]% of the outstanding shares of Surrey Class A common stock entitled to vote at the Surrey special meeting. For more information about the beneficial ownership of Surrey common stock and Surrey Class A common stock by each greater than 5% beneficial owner, each director and executive officer of Surrey, and all Surrey directors and executive officers as a group, see the section entitled “Security Ownership of Certain Beneficial Owners and Management of Surrey” on page [●].

Solicitation of Proxies

Proxies for the Surrey special meeting are being solicited on behalf of the Surrey board of directors. Surrey will bear the entire cost of soliciting proxies from you. Surrey will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Surrey common stock and Surrey Class A common stock. Proxies will be solicited principally by mail, but may also be solicited by the directors, officers, and other employees of Surrey in person or by telephone, facsimile or other means of electronic communication. Directors, officers and employees will receive no compensation for these activities in addition to their regular compensation but may be reimbursed for out-of-pocket expenses in connection with such solicitation. Surrey has also made arrangements with Regan & Associates, Inc. to assist it in soliciting proxies and has agreed to pay it approximately $12,500 for these services.

Attending the Surrey Special Meeting

All holders of Surrey common stock and Surrey Class A common stock, including shareholders of record and shareholders who hold their shares through banks, brokers, nominees or any other holder of record, are invited to attend the Surrey special meeting. Shareholders of record can vote in person at the Surrey special meeting. If you are not a shareholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the Surrey special meeting. If you plan to attend the Surrey special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. Surrey reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the Surrey special meeting is prohibited without Surrey’s express written consent.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy or vote, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instructions, please contact Surrey at:

SURREY PROPOSALS

PROPOSAL NO. 1: COMMON SHAREHOLDER MERGER PROPOSAL

Surrey is asking its common shareholders to approve the common shareholder merger proposal. Holders of Surrey common stock should read this proxy statement/prospectus carefully and in its entirety for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A.

The Surrey board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Surrey and its shareholders and has unanimously adopted the merger agreement and approved the merger. See the section entitled “The Merger-Recommendation of the Surrey Board of Directors and Surrey’s Reasons for the Merger” beginning on page [●] for a more detailed discussion of the recommendation of the Surrey board of directors.

The Surrey board of directors unanimously recommends a vote “FOR” the common shareholder merger proposal.

PROPOSAL NO. 2: COMMON SHAREHOLDER ADJOURNMENT PROPOSAL

The Surrey special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the common shareholder merger proposal.

If, at the Surrey special meeting, the number of shares of Surrey common stock present or represented and voting in favor of the common shareholder merger proposal is insufficient to approve such proposal, Surrey intends to move to adjourn the Surrey special meeting in order to solicit additional proxies for the approval of the common shareholder merger proposal.

In this proposal, Surrey is asking its common shareholders to authorize the holder of any proxy solicited by the Surrey board of directors on a discretionary basis to vote in favor of adjourning the Surrey special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Surrey common shareholders who have previously voted.

The Surrey board of directors unanimously recommends a vote “FOR” the common shareholder adjournment proposal.

PROPOSAL NO. 3: CLASS A COMMON SHAREHOLDER MERGER PROPOSAL

Surrey is asking its Class A common shareholders to approve the Class A common shareholder merger proposal. Holders of Surrey Class A common stock should read this proxy statement/prospectus carefully and in its entirety for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A.

The Surrey board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Surrey and its shareholders and has unanimously adopted the merger agreement and approved the merger. See the section entitled “The Merger-Recommendation of the Surrey Board of Directors and Surrey’s Reasons for the Merger” beginning on page [●] for a more detailed discussion of the recommendation of the Surrey board of directors.

The Surrey board of directors unanimously recommends a vote “FOR” the Class A common shareholder merger proposal.

PROPOSAL NO. 4: CLASS A COMMON SHAREHOLDER ADJOURNMENT PROPOSAL

The Surrey special meeting may be adjourned to another time or place, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes of Class A common stock in favor of the Class A common shareholder merger proposal.

If, at the Surrey special meeting, the number of shares of Surrey Class A common stock present or represented and voting in favor of the Class A common shareholder merger proposal is insufficient to approve such proposal, Surrey intends to move to adjourn the Surrey special meeting in order to solicit additional proxies for the approval of the Class A common shareholder merger proposal.

In this proposal, Surrey is asking its Class A common shareholders to authorize the holder of any proxy solicited by the Surrey board of directors on a discretionary basis to vote in favor of adjourning the Surrey special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Surrey Class A common shareholders who have previously voted.

The Surrey board of directors unanimously recommends a vote “FOR” the Class A common shareholder adjournment proposal.

THE MERGER

Terms of the Merger

Each of the First Community board of directors and the Surrey board of directors has unanimously approved the merger agreement. The merger agreement provides for the merger of Surrey with and into First Community, with First Community continuing as the surviving corporation. Immediately following the completion of the merger, Surrey Bank & Trust will merge with and into First Community Bank, with First Community Bank continuing as the surviving bank.

In the merger, each share of Surrey common stock and Surrey Class A common stock issued and outstanding immediately prior to the completion of the merger (other than the excluded shares) will be converted into the right to receive the merger consideration.

First Community will not issue any fractional shares of First Community common stock in the merger. Instead, a Surrey shareholder who otherwise would have received a fraction of a share of First Community common stock will receive an amount in cash rounded to the nearest whole cent. This cash amount will be determined by multiplying the fraction of a share of First Community common stock to which the holder would otherwise be entitled by the average closing price of First Community common stock reported on the Nasdaq Global Select Market (which we refer to as “NASDAQ”) for the 30 consecutive full trading days ending on the trading day immediately prior to the later of the date on which the last regulatory approval is received (disregarding any waiting period) or the date on which the common shareholder merger proposal and Class A common shareholder merger proposal are approved (which later date we refer to as the “determination date”; and which average closing price we refer to as the “First Community average closing price”). For a discussion of the treatment of restricted stock awards outstanding under Surrey’s restricted stock plan as of the effective time, see the section entitled “The Merger Agreement-Treatment of Surrey Equity Awards” beginning on page [●].

Surrey shareholders are being asked to approve the merger agreement. See the section entitled “The Merger Agreement” beginning on page [●] for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. In this process, management and representatives of Surrey and First Community had many conversations, both by telephone and in person, about the potential transaction and alternatives. The chronology below covers only key events leading up to signing of the merger agreement and does not purport to catalogue every related conversation among or between the parties.

As part of Surrey’s continuing efforts to enhance shareholder value, the Surrey board of directors, in consultation with management and its financial and other advisors, has periodically evaluated various strategies, including continued independence, merging with similarly-sized banks, and being acquired by another financial institution. After several discussions over the course of several months, the Surrey board directed management to engage Raymond James, an investment banking firm, to formally advise Surrey on the status of the bank merger market and potentially represent it in the event the Surrey board determined to pursue a strategic transaction. Before Surrey determined to engage Raymond James as its exclusive financial advisor, the board considered, among other things, Raymond James’ knowledge of Surrey and the North Carolina and Virginia markets, as well as Raymond James’ experience as a nationally recognized investment banking firm with significant experience in mergers and acquisitions, including bank mergers and acquisitions. On July 7, 2022, Surrey executed an engagement letter with Raymond James setting forth the terms of its engagement.

The Surrey board of directors invited Raymond James to present at the board’s strategic planning session on August 8, 2022, held offsite at the Greensboro, N.C. offices of its general counsel, Brooks, Pierce, McLendon, Humphrey & Leonard, LLP (which we refer to as “Brooks Pierce”). Raymond James provided an update on industry trends and the bank merger market generally, the potential capacity to pay of various potential acquirers and the profiles of those potential acquirers. Raymond James also shared with the Surrey board that, prior to the meeting, it had been approached by a representative of Performance Trust Capital Partners, LLC (which we refer to as “Performance Trust”), the financial advisor to the First Community board of directors, conveying First Community’s interest in pursuing a negotiated acquisition of Surrey. Representatives from Brooks Pierce then reviewed with the Surrey board its fiduciary duties in connection with its consideration of a strategic transaction. After considering First Community’s interest and the ability of other financial institutions to acquire Surrey, the Surrey board directed Raymond James to contact four financial institutions, including First Community, to gauge their level of interest in pursuing a potential business combination with Surrey.

Raymond James then began contacting potential business combination partners on behalf of Surrey. Raymond James also worked with Surrey’s management and Brooks Pierce to prepare a detailed presentation to be distributed to potential bidders. Of the four financial institutions contacted, two of the institutions declined to consider a potential transaction; however, the two other institutions, including First Community, entered into nondisclosure agreements with Surrey and were provided access to an online data room containing confidential information on Surrey. In August and September 2022, Raymond James and Surrey’s management had numerous conversations with representatives of the two institutions. Also, during August 2022, Surrey’s management had two in-person meetings with the senior management of one of these institutions, which institution we refer to as Institution A, as they explored a possible combination of Institution A and Surrey.

On August 18, 2022, Raymond James invited First Community and Institution A to submit an indication of interest before 5:00 p.m. on September 9, 2022. Prior to the deadline, the chief executive officer of Institution A advised Mr. Ashby that Institution A did not intend to submit an indication of interest, explaining that he believed Institution A was unable to offer a price that Surrey would find acceptable, but that should Surrey be dissatisfied with the outcome of the current bid process, Institution A would be willing to proceed with a directly negotiated transaction.

On September 8, 2022, Surrey received First Community’s initial indication of interest, proposing a 100% stock transaction, with each share of Surrey common stock and Surrey Class A common stock being exchanged for 0.7203 shares of First Community common stock. Based on First Community’s then 10-day volume-weighted average closing price of $31.93 per share, this exchange ratio represented an implied value of approximately $23.00 for each share of Surrey common stock and Surrey Class A common stock, or an aggregate price of $96.3 million.

On September 13, 2022, the Surrey board scheduled a meeting to evaluate the results of the request for indications of interest conducted by Raymond James. In advance of the board meeting, Raymond James requested that First Community supplement its September 9 indication of interest in order to provide the Surrey board with greater detail in advance of the board meeting. First Community provided the requested supplemental information on September 12. At the September 13 board meeting, Raymond James reported on its discussions with the four financial institutions previously identified to the board, including First Community, as well as the responses to the request for indications of interest. The board then reviewed with Raymond James and Brooks Pierce the terms of First Community’s indication of interest including, among other things, the proposed consideration, exchange ratio, double trigger walk-away right, termination fee, corporate governance, personnel considerations, and estimated timeline for the proposed combination. Representatives from Raymond James also provided a detailed analysis of First Community, including, among other things, First Community’s historical financial results, loan and deposit totals by products, stock price metrics, stock price performance versus major stock indices, loan and deposit composition on a standalone and combined basis, yields and costs on a standalone and combined basis, and a proforma of the branch network.

Representatives from Brooks Pierce then reviewed with the members of the Surrey board of directors their fiduciary duties in connection with consideration of a business combination transaction.

The Surrey board asked questions of Raymond James and Brooks Pierce throughout the meeting, and the members discussed, among other things, opportunities to conduct reverse due diligence, the current state of the economic environment, execution risk for a potential transaction, the protections offered by a double trigger walk-away right, the income tax consequences for Surrey’s shareholders, and the ability for Surrey to pay a special dividend to its shareholders in 2022.

Following these discussions, and based on the presentation by Raymond James and the terms of the indication of interest of First Community (which addressed First Community’s typical dividend practices), the board unanimously concluded that it was in the best interests of Surrey and its shareholders to accept First Community’s indication of interest and proceed to negotiate a definitive agreement. On September 13, 2022, Surrey signed the indication of interest with First Community committing to a 60-day exclusivity period, following which First Community conducted additional due diligence on Surrey and Surrey performed reverse due diligence on First Community. Meetings and merger negotiations between the management teams of each company continued throughout the due diligence period both on an impromptu and scheduled basis and via both telephone and in-person meetings. In addition, each company exchanged materials and information in an online data room and scheduled and conducted on-site meetings to facilitate mutual due diligence.

On October 17, 2022, First Community’s counsel provided an initial draft of the definitive merger agreement. Over the next month, the parties exchanged drafts of the definitive merger agreement, disclosure schedules and other ancillary transaction documents and engaged in negotiations about various aspects of the draft documents. Mr. Ashby continued to keep the Surrey board advised of the progress of discussions and negotiations.

On November 8, 2022, senior management of First Community met with the Surrey board and management to discuss First Community’s history, financial data, products and services, strategic objectives and culture.

As First Community concluded its due diligence, it sought to confirm estimated transaction costs, including the early termination fees payable to Surrey’s core processor. In doing so, First Community concluded that the actual transaction costs would be approximately $750,000 higher than originally anticipated. Following extensive discussion between the parties’ respective management and financial advisors, First Community and Surrey agreed to reduce the exchange ratio from 0.7203 to 0.7159, equating to approximately 17 cents per share, based on First Community’s closing price of $38.43 per share on November 17, 2022.

On November 13, 2022, drafts of the merger agreement, the disclosure schedules and the consulting agreement for Mr. Ashby were provided to Surrey’s directors for their review. Four days later, Surrey’s board and management met with Raymond James and Brooks Pierce to discuss the definitive transaction documents and the status of the proposed transaction. Representatives of Raymond James provided a detailed analysis of the financial aspects of the proposed merger and delivered Raymond James’ opinion, orally and in writing, that the merger consideration was fair, from a financial point of view, to the holders of Surrey’s outstanding common stock and Class A common stock. A copy of Raymond James’ written opinion is attached to this document as Appendix B and a summary of the fairness opinion is included below in “Opinion of Surrey’s Financial Advisor,” beginning on page [•].

Representatives of Brooks Pierce then reviewed the merger agreement, the ancillary agreements and applicable legal concepts, highlighting any recent changes made to the draft documents circulated on November 13, 2022. After a thorough discussion and deliberations about the proposed transaction, upon a motion duly made and seconded, Surrey’s board unanimously adopted the merger agreement and the ancillary documents and approved the transactions contemplated by such documents, including the merger.

Also on November 17, 2022, the First Community board unanimously adopted the merger agreement and approved the merger, following which Surrey and First Community executed the definitive merger agreement and ancillary agreements.

On November 18, 2022, the parties issued a joint press release publicly announcing the transaction prior to the opening of the financial markets.

Recommendation of the Surrey Board of Directors and Surrey’s Reasons for the Merger

After careful consideration, the Surrey board, at a meeting held on November 17, 2022, unanimously determined the merger agreement and the transactions contemplated thereby to be fair and in the best interest of Surrey and its shareholders. Accordingly, the Surrey board unanimously adopted the merger agreement, approved the merger and recommends that Surrey’s shareholders vote “FOR” the approval of the merger agreement.

In evaluating the merger agreement and reaching its decision to adopt the merger agreement, approve the merger and recommend that Surrey’s shareholders approve the merger agreement, Surrey’s board consulted with Surrey’s management, as well as its outside legal and financial advisors, and considered a number of factors, including the following material factors (not in any relative order of importance):

Surrey’s board also considered potential risks and a variety of potential negative factors in connection with its deliberations concerning the merger agreement and the merger, including the following material factors (not in any relative order of importance):

Based on the factors described above, the Surrey board determined that the merger of Surrey with First Community and the merger of Surrey Bank & Trust with First Community Bank would be advisable and in the best interests of Surrey and its shareholders, and adopted the merger agreement, approved the merger and resolved to recommend its approval to the shareholders of Surrey.

The foregoing discussion of the material information and factors considered by the Surrey board of directors is not intended to be exhaustive. The Surrey board of directors evaluated the above factors and unanimously determined that the merger was in the best interests of Surrey and its shareholders. In reaching its determination to approve the merger and recommend that Surrey shareholders approve the merger, the Surrey board of directors considered the totality of the information presented to it and did not assign any relative or specific weights to any of the individual factors considered, although individual directors may have given different weights to different factors. The Surrey board of directors considered these factors, including the potential risks, uncertainties and disadvantages associated with the merger, in the aggregate rather than separately and determined the benefits of the merger to be favorable to and outweigh the potential risks, uncertainties and disadvantages of the merger. This explanation of the Surrey board of directors’ reasoning and certain other information presented in this section are forward-looking in nature and, therefore, should be read in the context of the factors discussed under “Cautionary Statement Concerning Forward-Looking Statements,” beginning on page [•].

Accordingly, the Surrey board of directors unanimously adopted the merger agreement and approved the merger, and unanimously recommends that the Surrey common shareholders vote “FOR” the common shareholder merger approval and the common shareholder adjournment proposal, and that the Surrey Class A common shareholders vote “FOR” the Class A common shareholder merger proposal and the Class A common shareholder adjournment proposal.

First Community’s Reasons for the Merger

After careful consideration, the First Community board of directors, at a series of meetings, culminating with a meeting held on November 17, 2022, unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of First Community and its shareholders.

In reaching its decision to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, the First Community board of directors evaluated the merger agreement and the merger in consultation with First Community management, as well as with First Community’s outside financial and legal advisors, and considered a number of factors, including the following material factors:

The First Community board of directors also considered potential risks relating to the merger, including the following:

While the First Community board of directors considered the foregoing potentially positive and potentially negative factors, the First Community board of directors concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the First Community board of directors unanimously determined the merger agreement to be fair, advisable and in the best interests of First Community and its shareholders.

The foregoing discussion of the information and factors considered by the First Community board of directors is not intended to be exhaustive, but includes the material factors considered by the First Community board of directors. In view of the wide variety of the factors considered in connection with its evaluation of the merger and the complexity of these matters, the First Community board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, the individual members of the First Community board of directors may have given different weight to different factors. The First Community board of directors considered all these factors as a whole and considered the factors overall to be favorable to, and to support, its determination.

The foregoing explanation of the First Community board of directors’ reasoning and all other information presented in this section contains information that is forward-looking in nature, and therefore should be read in light of the factors discussed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●].

Opinion of Surrey’s Financial Advisor

Surrey retained Raymond James as its financial advisor on July 7, 2022. Pursuant to that engagement, the Surrey board of directors requested that Raymond James evaluate the fairness, from a financial point of view, to the holders of outstanding Surrey common stock and Surrey Class A common stock of the merger consideration to be received by such holders pursuant to the merger agreement. Surrey selected Raymond James as its financial advisor based upon Raymond James’ knowledge of Surrey and the North Carolina and Virginia markets, as well as Raymond James’ experience as a nationally recognized investment banking firm with significant experience in mergers and acquisitions, including bank mergers and acquisitions.

At the November 17, 2022 meeting of the Surrey board of directors, representatives of Raymond James rendered its oral opinion, confirmed by delivery of a written opinion to the Surrey board of directors dated November 17, 2022, as to the fairness, as of such date, from a financial point of view, to the holders of outstanding Surrey common stock and Surrey Class A common stock of the merger consideration to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James is attached as Appendix B to this proxy statement/prospectus. The summary of the opinion of Raymond James set forth below is qualified in its entirety by reference to the full text of such written opinion. Holders of Surrey common stock and Surrey Class A common stock are urged to read this opinion in its entirety.

Raymond James provided its opinion for the information of the Surrey board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the merger consideration to be received by the holders of Surrey common stock and Surrey Class A common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders as of the date of such opinion. The opinion of Raymond James does not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the Surrey board of directors or to any holder of Surrey common stock and Surrey Class A common stock as to how the Surrey board of directors, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter. Raymond James does not express any opinion as to the likely trading range of First Community common stock following the merger, which may vary depending on numerous factors that generally impact the price of securities or on the financial condition of First Community at that time.

In connection with its review of the proposed merger and the preparation of its opinion, Raymond James, among other things:

With Surrey’s consent, Raymond James assumed and relied upon the accuracy and completeness of all information supplied by or on behalf of Surrey, or otherwise reviewed by or discussed with Raymond James, and Raymond James did not undertake any duty or responsibility to, nor did Raymond James, independently verify any of such information. Furthermore, Raymond James did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Surrey or First Community is a party or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Surrey or First Community may be subject. With Surrey’s consent, Raymond James made no assumption concerning, and its opinion therefore did not consider, the potential effects of any such litigation, claims or investigations or possible assertions.

Raymond James did not make or obtain an independent appraisal of the assets or liabilities (contingent or otherwise) of Surrey. Raymond James is not an expert in accounting principles generally accepted in the United States of America (which we refer to as “GAAP”) or the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for loan and lease losses or any other reserves of either of Surrey and First Community; accordingly, Raymond James assumed that such allowances and reserves are in the aggregate adequate to cover such losses. 

With respect to the projections and any other information and data provided to or otherwise reviewed by or discussed with Raymond James, Raymond James, with Surrey’s consent, assumed that the projections and such other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of Surrey, and Raymond James relied upon Surrey to advise Raymond James promptly if any information previously provided became inaccurate or was required to be updated during the period of its review. Raymond James expressed no opinion with respect to the projections or the assumptions on which they were based.

Raymond James relied upon and assumed, without independent verification, that the final form of the merger agreement would be substantially similar to the draft agreement reviewed by Raymond James in all respects material to its analysis, and that the merger would be consummated in accordance with the terms of the merger agreement without waiver of or amendment to any of the conditions thereto. Furthermore, Raymond James assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct and that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement without being waived. Raymond James also relied upon and assumed, without independent verification, that (i) the transaction would be consummated in a manner that complies in all respects with all applicable international, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory or other consents and approvals necessary for the consummation of the transaction would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger or Surrey that would be material to its analysis or opinion.

Raymond James expressed no opinion as to the underlying business decision to effect the merger, the structure or tax consequences of the merger, or the availability or advisability of any alternatives to the merger. The Raymond James opinion is limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of Surrey common stock and Surrey Class A common stock. Raymond James expressed no opinion with respect to any other reasons (legal, business, or otherwise) that may support the decision of the Surrey board of directors to approve or consummate the merger. Furthermore, no opinion, counsel or interpretation was intended by Raymond James on matters that require legal, accounting or tax advice. Raymond James assumed that such opinions, counsel or interpretations had been or would be obtained from appropriate professional sources. Furthermore, Raymond James relied, with the consent of Surrey, on the fact that Surrey was assisted by legal, accounting and tax advisors, and, with the consent of Surrey relied upon and assumed the accuracy and completeness of the assessments by Surrey and its advisors, as to all legal, accounting and tax matters with respect to Surrey and the merger, including, without limitation, that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.

In formulating its opinion, Raymond James considered only the merger consideration to be received by the holders of Surrey common stock and Surrey Class A common stock, and Raymond James did not consider, and its opinion did not address, the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Surrey, or such class of persons, in connection with the merger whether relevant to the merger consideration or otherwise. Raymond James was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the fairness of the merger to the holders of any class of securities, creditors or other constituencies of Surrey, or to any other party, except and only to the extent expressly set forth in the last sentence of its opinion or (2) the fairness of the merger to any one class or group of Surrey’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Surrey’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration to be received in the merger amongst or within such classes or groups of security holders or other constituents). Raymond James expressed no opinion as to the impact of the merger on the solvency or viability of Surrey or First Community or the ability of Surrey or First Community to pay their respective obligations when they come due.

Material Financial Analyses

The following summarizes the material financial analyses reviewed by Raymond James with the Surrey board of directors at its meeting on November 17, 2022, which material was considered by Raymond James in rendering its opinion. No company or transaction used in the analyses described below is identical or directly comparable to Surrey, First Community or the merger.

Selected Companies Analysis. Raymond James analyzed the relative valuation multiples of 15 publicly-traded financial institutions that satisfied the following criteria: (i) headquartered in North Carolina, South Carolina, or Virginia; (ii) had total assets between $300 million and $800 million; and (iii) had last twelve months return on average assets greater than 0.50%. This group excluded targets of announced mergers and mutual holding companies. The selected companies that Raymond James deemed relevant included the following:

Selected Companies for
Surrey Bancorp

PB Financial Corporation (PBNC)

Village Bank and Trust Financial Corp. (VBFC)

Bank of Botetourt (BORT)

Community First Bancorporation (CFOK)

Bank of South Carolina Corporation (BKSC)

Touchstone Bankshares, Inc. (TSBA)

Citizens Bancorp of Virginia, Inc. (CZBT)

Oak Ridge Financial Services, Inc. (BKOR)

KS Bancorp, Inc. (KSBI)

Lumbee Guaranty Bank (LUMB)

M&F Bancorp, Inc. (MFBP)

Oak View Bankshares, Inc. (OAKV)

Lifestore Financial Group, Inc. (LSFG)

blueharbor bank (BLHK)

The Farmers Bank of Appomattox (FBPA)

Raymond James calculated various financial multiples for each company, including: (i) price to tangible book value per share; (ii) price to tangible book value per share excluding accumulated other comprehensive income; (iii) price to last-twelve-months earnings per share; (iv) and price to last quarter annualized earnings per share. Raymond James reviewed the mean, median, 25^th percentile and 75^th percentile relative valuation multiples of the selected public companies and compared them to corresponding valuation multiples for Surrey implied by the merger consideration. The results of the selected public companies’ analysis are summarized below:

Furthermore, Raymond James applied the mean, median, 25^th percentile and 75^th percentile relative valuation multiples for each of the metrics to Surrey’s actual financial results and determined the implied equity price per share of Surrey common stock, including the Surrey Class A common stock, and then compared those implied equity values per share to the implied value of the merger consideration, as of November 16, 2022, of $27.64 per share. The results of this are summarized below:

Selected Transaction Analysis. Raymond James analyzed publicly available information relating to selected regional transactions announced since January 1, 2021 involving financial institution targets headquartered in the Southeast, which includes Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia and West Virginia, with total assets between $300 million and $800 million and return on average assets over the last twelve months greater than 0.50%. Raymond James also analyzed publicly available information relating to selected national transactions announced since January 1, 2022 involving financial institutions headquartered in the United States with total assets between $300 million and $800 million and return on average assets over the last twelve months greater than 0.50%. Both regional and national transactions excluded: (i) transactions without publicly disclosed deal value or sufficient financial information; (ii) merger of equals; and (iii) transactions in which less than 100% of equity ownership was acquired. The selected national and regional transactions (with respective transaction announcement dates shown) used in the analysis included:

National Transactions: 

Selected Regional Transactions:

Raymond James examined valuation multiples of transaction value compared to the target companies’: (i) most recent quarter tangible common equity at announcement; (ii) most recent quarter tangible common equity excluding accumulated other comprehensive income at announcement; (iii) last twelve months net income at announcement; and (iv) premium to core deposits (total deposits less time deposits greater than $100,000). Raymond James adjusted earnings of subchapter S corporations using an effective tax rate of 21%. Raymond James reviewed the mean, median, 25^th percentile and 75^th percentile relative valuation multiples of the selected transactions and compared them to corresponding valuation multiples for Surrey implied by the merger consideration. Furthermore, Raymond James applied the mean, median, 25^th percentile and 75^th percentile relative valuation multiples to Surrey’s tangible common equity, tangible common equity excluding accumulated other comprehensive income, last twelve months net income, and core deposits to determine the implied equity price per share and then compared those implied equity values per share to the implied value of the merger consideration, as of November 16, 2022, of $27.64 per share. The results of the selected transactions analysis are summarized below:

National Transactions

Regional Transactions

Discounted Cash Flow Analysis. Raymond James performed a discounted cash flow analysis of Surrey based on projections provided by management of Surrey. Raymond James used tangible common equity in excess of a target ratio of 8.0% of tangible assets at the end of each projection period for free cash flow. Consistent with the periods included in the projections, Raymond James used calendar year 2026 as the final year for the analysis and applied multiples, ranging from 11.5x to 13.5x, to calendar year 2026 net income in order to derive a range of terminal values for Surrey in 2026.

The projected free cash flows and terminal values were discounted using rates ranging from 16.5% to 14.5%. Raymond James arrived at its discount rate ranges by using the 2021 Duff & Phelps Valuation Handbook. The resulting range of present equity values was divided by the number of diluted shares outstanding. Raymond James reviewed the range of per share prices derived in the discounted cash flow analysis and compared them to the implied value of the merger consideration, as of November 16, 2022, of $27.64 per share. The results of the discounted cash flow analysis indicated a range of values from $22.67 per share to $26.24 per share. The results of the discounted cash flow analysis are summarized below:

Additional Considerations. The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Raymond James believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Raymond James considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the ranges of valuations resulting from any particular analysis described above should not be taken to be the view of Raymond James as to the actual value of Surrey.

In performing its analyses, Raymond James made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Surrey. The analyses performed by Raymond James are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. Such analyses were provided to the Surrey board of directors (solely in its capacity as such) and were prepared solely as part of the analysis of Raymond James of the fairness, from a financial point of view, to the holders of Surrey common stock other than any excluded shares to be received by such holders in connection with the merger pursuant to the merger Agreement. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. The opinion of Raymond James was one of many factors taken into account by the Surrey board of directors in making its determination to approve the merger. Neither Raymond James’ opinion nor the analyses described above should be viewed as determinative of the Surrey board of directors’ or Surrey management’s views with respect to Surrey, First Community or the merger. Raymond James provided advice to Surrey with respect to the merger. Raymond James did not, however, recommend any specific amount of consideration to the Surrey board of directors or that any specific merger consideration constituted the only appropriate consideration for the merger. Surrey placed no limits on the scope of the analysis performed, or opinion expressed, by Raymond James.

The Raymond James opinion was necessarily based upon market, economic, financial and other circumstances and conditions existing and disclosed to it on November 16, 2022, and any material change in such circumstances and conditions may affect the opinion of Raymond James, but Raymond James does not have any obligation to update, revise or reaffirm that opinion. Raymond James relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Surrey since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Raymond James that would be material to its analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Raymond James incomplete or misleading in any material respect.

Raymond James has not provided any other investment banking services to Surrey in the two years preceding the date of its opinion. During the two years preceding the date of its opinion, (i) Raymond James has engaged in certain fixed income trading activity with First Community Bank for which it has earned income and (ii) an affiliate of Raymond James provided services to First Community Bank relating to its wealth management business, for which Raymond James has received commissions and fees.

For services rendered in connection with the delivery of its opinion, Surrey paid Raymond James a fee of $250,000 upon delivery of its opinion. Surrey will also pay Raymond James a customary fee for advisory services in connection with the merger equal to approximately $1.4 million (less the fee paid upon delivery of the opinion, the amount of which shall be deducted), which is contingent upon the closing of the merger. The actual amount of the fee Surrey will pay Raymond James for its advisory services is subject to the final amount of the merger consideration at closing. Surrey also agreed to reimburse Raymond James up to $35,000, unless a greater amount is authorized by Surrey, for its expenses incurred in connection with its services, including the fees and expenses of its counsel, and will indemnify Raymond James against certain liabilities arising out of its engagement.

Raymond James is actively involved in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations and similar transactions. In the ordinary course of business, Raymond James may trade in the securities of Surrey and First Community for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. Raymond James may provide investment banking, financial advisory and other financial services to Surrey and/or First Community or other participants in the merger in the future, for which Raymond James may receive compensation.

Certain Surrey Unaudited Prospective Financial Information

Surrey does not as a matter of course publicly disclose forecasts or internal projections as to future performance, revenues, earnings, financial condition or other results because of, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, Surrey is including in this proxy statement/prospectus certain limited unaudited prospective financial information for Surrey. Such information contains unaudited prospective financial information for Surrey on a stand-alone, pre-merger basis, respectively, to give Surrey shareholders access to certain information that was provided to the Surrey board of directors and to Raymond James in connection with its fairness opinion. We refer to such prospective information as “prospective information”. The prospective information may differ in certain respects from what Surrey uses for its internal purposes.

The prospective information provided was prepared in good faith on a reasonable basis based on the best available information at the time, but was not prepared for the purpose of public disclosure. As such, the inclusion of such information in this proxy statement/prospectus should not be regarded as an indication that Surrey or any other recipient of such information considered, or now considers, such information to be necessarily predictive of actual future results. The Surrey prospective financial information was not prepared with a view toward complying with the guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of financial information. Neither Elliott Davis, PLLC, FORVIS LLP, nor any other independent registered public accountants or independent accountants has compiled, examined or performed any procedures with respect to such information, or expressed any opinion or any other form of assurance on such information or their achievability.

The prospective financial information reflects numerous estimates and assumptions made by Surrey with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Surrey’s business, all of which are difficult to predict and many of which are beyond Surrey’s respective control. Such information also reflects assumptions as to certain business decisions that are subject to change. The prospective financial information reflects subjective judgment in many respects and is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Accordingly, such information constitutes forward-looking information and is subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including, but not limited to, First Community’s and Surrey’s performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in this proxy statement/prospectus and in the reports filed by First Community with the SEC. For other factors that could cause the actual results to differ, see the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements beginning on page [●].”

The prospective information does not take into account any circumstances or events occurring after the date they were prepared, including the transactions contemplated by the merger agreement, and do not take into account the effect of any possible failure of the merger to occur. Neither Surrey nor its financial advisors nor its affiliates intend to, and each of them disclaims any obligation to, update, revise or correct the prospective financial information if they are or become inaccurate, even in the short-term. The inclusion of such information in this proxy statement/prospectus is not and should not be deemed an admission or representation by Surrey that such information is viewed by Surrey as material information of Surrey, particularly in light of the inherent risks and uncertainties associated with such information. The prospective information presented below is not meant to influence your decision whether to vote in favor of the common shareholder merger proposal, the Class A common shareholder merger proposal or any other proposal to be considered at the special meeting but is being presented solely because it was made available to and considered by Surrey’s board of directors and financial advisor in connection with the merger.

The following prospective financial information was utilized by Raymond James, with Surrey’s consent, in performing financial analyses in connection with its fairness opinion:

Interests of Surrey Directors and Executive Officers in the Merger

In the merger, the directors and executive officers of Surrey will receive the same merger consideration for their Surrey shares as the other Surrey shareholders. In considering the recommendation of the Surrey board of directors that you vote to approve the merger agreement, you should be aware that some of the executive officers and directors of Surrey may have interests in the merger and may have arrangements, as described below, that may be considered to be different from, or in addition to, those of Surrey shareholders generally. The Surrey board of directors was aware of these interests and considered them, among other matters, in reaching its decision to adopt and approve the merger agreement and to recommend that you vote in favor of approving the merger agreement. See the section entitled “-Background of the Merger” and “-Recommendation of the Surrey Board of Directors and Surrey’s Reasons for the Merger” beginning on page [●]. Surrey shareholders should take these interests into account in deciding whether to vote “FOR” the common shareholder merger proposal and “FOR” the Class A common shareholder merger proposal. These interests are described in more detail below, and certain of them are quantified in the narrative below.

For purposes of this disclosure, Surrey’s executive officers are: Edward C. Ashby, III, Pedro A. Pequeno, II, and Mark H. Towe.

Employment and Change of Control Agreements

Surrey and Surrey Bank & Trust have entered into employment and change of control agreements with each of their executive officers: Edward C. Ashby, III, Pedro A. Pequeno, II, and Mark H. Towe. These agreements provide that each executive is entitled to receive a change-of-control payment, if such executive is terminated (other than for cause) or terminates his employment for good reason within 24 months after the consummation of the merger, of 2.99 times Executive’s “average annual base compensation” as defined under Section 280G(b) of the Code, plus reimbursement for certain welfare benefits for the executive and his dependents for 12 months or until such time as executive obtains substantially similar coverages, whichever is earlier, all subject to reduction if such payments, and any other compensation to be received by executive in connection with the merger, would otherwise be an ‘excess parachute payment’ under Code Section 280G.

In the alternative, each executive is entitled to receive a lump sum termination payment if such executive is terminated (other than for cause) or terminates his employment for good reason, other than in connection with a change of control, equal to the amount of base salary that would have been due and payable through the end of the term of his agreement, i.e., three years, plus pro-rated bonus and reimbursement for certain welfare benefits for the executive and his dependents for 12 months or until such time as the executive obtains substantially similar coverages, whichever is earlier.

In exchange for those payments, for a two year period commencing on the date of such termination of employment, each executive agreed not to (1) solicit customers of Surrey or Surrey Bank & Trust or their successors, including First Community and First Community Bank, as applicable, for any competing insured depository institution, (2) solicit employees of Surrey or Surrey Bank & Trust or their successors, including First Community and First Community Bank, as applicable, to terminate their employment with any of the foregoing companies, and (3) compete against Surrey or Surrey Bank & Trust or their successors, including First Community and First Community Bank, as applicable, within a 25-mile radius of the main office or any branch office of Surrey Bank & Trust, and, if the executive continues employment after the effective time, the main office or any branch office of First Community and First Community Bank.

The parties have agreed that certain lump sum cash payments will be made to Messrs. Ashby, Pequeno and Towe in exchange for termination of the above-described agreements, provided that (i) the executive enters into a mutually satisfactory release at the effective time and (ii) the two year period during which the executive agrees not to solicit customers, solicit employees or compete against Surrey or Surrey Bank & Trust or their successors, as described above, shall commence at the effective time. The lump sum cash payments have been calculated based on the alternative (termination of the agreement not in connection with a change of control, other than for cause or resignation for good reason) described above, but still subject to the 280G cutback. The lump sum cash payments are estimated as follows: (i) for Mr. Ashby, the total lump sum settlement payment is calculated to be [$816,318] (after taking into account an anticipated 280G cutback, which will be finalized prior to the effective time); (ii) for Mr. Towe, the total lump sum settlement payment is calculated to be [$495,530] (after taking into account an anticipated 280G cutback, which will be finalized prior to the effective time); and (iii) for Mr. Pequeno, the total lump sum settlement payment is calculated to be $[793,036] (with no 280G cutback).

Salary Continuation Agreements, Certain Life Insurance Benefits.

Ashby, Pequeno, and Towe have also each entered into Executive Salary Continuation Agreements with Surrey Bank & Trust. Each of the executives will vest in the full benefit, payable for life in monthly installments commencing on the first day of the month after such executive retires or attains age 65, whichever is later. In addition, Ashby, Pequeno, and Towe each are parties to a split dollar agreement and a supplemental life insurance agreement, which provide for the payment of certain death benefits to their beneficiaries. The split dollar agreements provide for 100% vesting upon a change of control.

Board of Directors

Current Surrey directors, Edward C. Ashby, III and Robert H. Moody, will join the board of First Community Bank upon completion of the merger. Members of the First Community Bank board are expected to receive compensation consistent with the compensation paid to current non-employee directors of First Community Bank. For 2022, such compensation included an annual retainer fee with a value of approximately $22,500 paid in cash and $22,500 paid in restricted stock units that cliff-vest over one year after the grant date.

Indemnification and Insurance

As described under the section entitled “The Merger Agreement-Director and Officer Indemnification and Insurance” beginning on page [●] from and after the completion of the merger, First Community will indemnify and hold harmless all current and former directors, officers and employees of Surrey or any of its subsidiaries against all liabilities arising out of the fact that such person is or was a director, officer or employee of Surrey or any of its subsidiaries if the claim is based in or arises out of any matter of fact existing or occurring at or before the effective time of the merger (including the merger and the other transactions contemplated by the merger agreement), regardless of whether such claims are asserted before or after the effective time, to the fullest extent such person would have been indemnified under articles of incorporation and bylaws of Surrey as in effect on November 17, 2022 and as permitted by applicable law.

The merger agreement requires First Community to maintain for a period of six years after completion of the merger Surrey’s currently existing directors and officers liability insurance policy, or policies having at least the same coverage and amounts and containing terms and conditions that are no less favorable in any material respect to the insured persons than the existing policy, with respect to claims arising from facts or events that occurred prior to the completion of the merger, and covering such individuals who are currently covered by such insurance. However, First Community is not required to spend in the aggregate an amount more than 200% of the annual premium payment on Surrey’s current directors and officers liability insurance policy. If First Community is unable to maintain a policy as described for less than that amount, First Community will obtain as much comparable insurance as is available for that amount. In lieu of such a policy, after consultation with First Community, Surrey may (1) substitute a six-year “tail” prepaid policy with terms no less favorable in any material respect to the indemnified parties than Surrey’s existing policy as of November 17, 2022 or (2) obtain extended coverage for the six-year period under Surrey’s existing insurance programs. If First Community (or any of its successors or assigns) merges with another person and is not the continuing entity, or if First Community transfers or conveys all or substantially all of its properties or assets to another person, then First Community will ensure that its successors and assigns assume First Community’s indemnification and insurance obligations.

[Employment of Executive Officer

In connection with the merger, First Community Bank has made an offer to Mr. Pequeno to serve as the Senior Vice President & Regional Manager of First Community Bank following consummation of the merger.]

Engagement as Consultant

Also, in connection with the merger, First Community Bank has entered into a consulting agreement with Mr. Ashby, whereby he has agreed to provide consulting services to First Community Bank, as an independent contractor, for a period of 12 months following the effective time of the merger, unless sooner terminated by either party. If First Community Bank terminates the consulting agreement prior to expiration of the twelve-month period (other than for intentional misconduct or repeated failure to perform services), Mr. Ashby will receive the consulting fees of $12,500.00 per month for the remainder of the period, subject to reduction by the amount of earnings of Mr. Ashby from other employment or consulting fees during such remaining period.

First Community Bank has also offered Mr. Towe an opportunity to provide consulting services to First Community Bank, as an independent contractor, for a period of four months, unless sooner terminated by either party. Mr. Towe will receive a consulting fee of $[●] per month.

Public Trading Markets

The First Community common stock is listed for trading on NASDAQ under the symbol “FCBC,” and the Surrey common stock is quoted on the OTC Pink under the symbol “SRYB.” Upon completion of the merger, the Surrey common stock will no longer be quoted on the OTC Pink. Following the merger, shares of First Community common stock will continue to be traded on NASDAQ.

Under the merger agreement, First Community will cause the shares of First Community common stock to be issued or reserved for issuance in the merger to be approved for listing on NASDAQ, subject to notice of issuance. The merger agreement provides that neither First Community nor Surrey will be required to complete the merger if such shares are not authorized for listing on NASDAQ, subject to notice of issuance.

First Community’s Dividend Policy

On October 25, 2022, the First Community board of directors declared a quarterly cash dividend of $0.29 per share on First Community common stock, which was paid on November 18, 2022 to shareholders of record as of the close of business on November 4, 2022. Historically, First Community has paid a regular quarterly dividend to holders of its common stock in February, May, August and November of each calendar year.

First Community’s principal source of cash flow is derived from dividends paid by First Community Bank. There are various restrictions by regulatory agencies related to dividends paid by First Community Bank to First Community and dividends paid by First Community to its shareholders. The payment of dividends by First Community and First Community Bank may be limited by certain factors, such as requirements to maintain capital above regulatory guideline minimums.

Prior approval from the Federal Reserve Board is required for First Community Bank to declare or pay a dividend to First Community if the total of all dividends declared in any given year exceed the total of First Community Bank’s net profits for that year and its retained profits for the preceding two years, less any required transfers to surplus or to fund the retirement of preferred stock. Dividends paid by First Community to shareholders are subject to oversight by the Federal Reserve Board. Federal Reserve Board policy states that bank holding companies generally should pay dividends on common stock only from income available over the past year if prospective earnings retention is consistent with the organization’s expected future needs, asset quality, and financial condition.

Regulatory agencies have the authority to limit or prohibit First Community and First Community Bank from paying dividends if the payments are deemed to constitute an unsafe or unsound practice. The appropriate regulatory authorities have stated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only from current operating earnings. In addition, First Community Bank may not declare or pay a dividend if, after paying the dividend, First Community Bank would be classified as undercapitalized. In the current financial and economic environment, the Federal Reserve Board has discouraged payout ratios that are at maximum allowable levels, unless both asset quality and capital are very strong, and has noted that bank holding companies should carefully review their dividend policy. Bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to their banking subsidiaries.

No assurances can be given that any dividends will be paid by First Community or that dividends, if paid, will not be reduced or eliminated in future periods. Special cash dividends, stock dividends or returns of capital may, to the extent permitted by the policies and regulations of the Federal Reserve Board, be paid in addition to, or in lieu of, regular cash dividends. Dividends from First Community will depend, in large part, upon receipt of dividends from First Community Bank, and any other banks which First Community acquires, because First Community will have limited sources of income other than dividends from First Community Bank and earnings from the investment of proceeds from the sale of shares of common stock retained by First Community. The First Community board of directors may change its dividend policy at any time, and the payment of dividends by bank holding companies is subject to legal and regulatory limitations as discussed above.

Regulatory Approvals

First Community and Surrey have agreed to use their reasonable best efforts to take promptly all actions and to do promptly all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the merger agreement. However, in no event will First Community be required, or will Surrey and its subsidiaries be permitted (without First Community’s prior written consent), to agree to any condition or restriction that would so materially and adversely impact the economic or business benefits to First Community of the transactions contemplated by the merger agreement that, had such condition or requirement been known, First Community would not, in its reasonable judgment, have entered into the merger agreement (we refer to such condition as a “burdensome condition”).

Federal Reserve Board. The transactions contemplated by the merger agreement require approval by the Federal Reserve pursuant to Section 3 of the BHCA unless the Federal Reserve waives that requirement, and pursuant to Section 18(c)(2)(B) of the Federal Deposit Insurance Act (which we refer to as the “Bank Merger Act”).

The Federal Reserve takes into consideration a number of factors when acting on applications filed under Section 3 of the BHCA and the Bank Merger Act. These factors include the effect of the merger on competitiveness in affected banking markets, the financial and managerial resources (including consideration of the capital adequacy, liquidity, and earnings performance, as well as the competence, experience and integrity of the officers, directors and principal shareholders, and the records of compliance with applicable laws and regulations) and future prospects of the combined organization. The Federal Reserve also considers the effectiveness of the applicant in combatting money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve has the authority to deny an application if it concludes that the combined organization would have inadequate capital. In addition, the Federal Reserve can withhold approval of the merger if, among other things, it determines that the effect of the merger would be to substantially lessen competition in the relevant market. Further, the Federal Reserve must consider whether the combined organization meets the requirements of the Community Reinvestment Act of 1977 (which we refer to as the “CRA”) by assessing the involved entities’ records of meeting the credit needs of the local communities in which they operate, consistent with the safe and sound operation of such institutions.

In addition, a period of 15 to 30 days must expire following approval by the Federal Reserve before completion of the merger is allowed, within which period the United States Department of Justice and the Federal Trade Commission may file objections to the merger under the federal antitrust laws.

Virginia Department of Financial Institutions. To complete the merger and the bank merger, First Community and First Community Bank are required to submit applications to, and receive approval from, the Virginia State Corporation Commission Bureau of Financial Institutions (which we refer to as the “VBFI”). The VBFI will review the application to determine whether the merger and the bank merger complies with Virginia law. The criteria considered by the VBFI are similar to those considered by the Federal Reserve Board.

North Carolina Office of the Commissioner of Banks. To complete the merger and the bank merger, First Community and First Community Bank are required to submit applications to, and receive approval from, the North Carolina Office of the Commissioner of Banks (which we refer to as the “NCCOB”). The NCCOB will review the application to determine whether the merger and the bank merger complies with North Carolina law. The criteria considered by the NCCOB are similar to those considered by the Federal Reserve.

First Community has filed an application with the Federal Reserve for approval under the Bank Merger Act and filed a request for a waiver of the prior approval requirement under Section 3 of the BHCA using procedures outlined in applicable regulations. Applications were also filed by First Community with the VBFI and NCOCB. Based on information available as of the date hereof, First Community and Surrey believe that the merger does not raise significant regulatory concerns and that we will be able to obtain all requisite regulatory approvals. However, neither First Community nor Surrey can assure you that all of the regulatory approvals described above will be obtained and, if obtained, we cannot assure you as to the timing of any such approvals, First Community’s ability to obtain the approvals on satisfactory terms, or the absence of any litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that would reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets, or business of the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger.

Neither First Community nor Surrey is aware of any material governmental approvals or actions that are required for completion of the merger other than those described above. It is presently contemplated that if any such additional governmental approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Dissenters’ Appraisal Rights for Surrey Shareholders

Surrey shareholders will have the right to assert appraisal rights with respect to the merger and demand in writing to be paid the fair value of their shares of Surrey common stock or Surrey Class A common stock under applicable provisions of North Carolina law following consummation of the merger by First Community as the surviving company following the merger. In order to exercise and perfect appraisal rights, you must generally give written notice of your intent to demand payment for your shares to Surrey before the vote is taken on the merger at the Surrey special meeting and you must not vote in favor of the merger. A copy of the applicable provisions of the North Carolina Business Corporation Act (which we refer to as the “NCBCA”) is included in this proxy statement/prospectus as Appendix C.

The following is only a summary of the rights of a dissenting Surrey shareholder, is not a complete statement of law pertaining to appraisal rights under the NCBCA, and is qualified in its entirety by reference to the full text of the provisions of the NCBCA pertaining to appraisal rights, a copy of which is attached as Appendix C hereto and incorporated into this discussion by reference. If you intend to exercise your right to dissent, you should carefully review the following summary and comply with all requirements of the NCBCA. You should also consult with your attorney.

The NCBCA provides in detail the procedure you must follow if you wish to exercise your appraisal rights. In summary, to exercise appraisal rights, you must satisfy the following conditions:

In other words, you do not have to vote against the merger agreement, or even vote at all, in order to exercise appraisal rights, but you may not vote in favor of the merger agreement, and in all cases you must give the required written notice. If you fail to satisfy these requirements, you will not be entitled to exercise appraisal rights or to receive payment for your shares under the provisions of the NCBCA pertaining to appraisal rights. Even if you vote against the merger agreement (either in person or by proxy), you still have to send the required notice of intent in order to exercise appraisal rights. You should remember that, as described in the sections entitled, “Information About the Surrey Special Meeting - How to Vote” beginning on page [●], if you return a signed proxy card but fail to provide instructions as to the manner in which your shares are to be voted, you will be considered to have voted in favor of the merger agreement and you will not be able to assert appraisal rights. If you do not return a proxy card or otherwise vote at all at the Surrey special meeting, as applicable, you will not be treated as waiving your appraisal rights as long as you have given the required notice of intent as described above.

If you are a Surrey shareholder and you intend to assert your appraisal rights, your notice of intent should be mailed or delivered to Surrey’s corporate secretary at Surrey’s corporate office located at 145 N Renfro Street, Mount Airy, North Carolina, 27030, or it may be hand delivered to Surrey’s corporate secretary at the Surrey special meeting (before the voting on the merger agreement begins).

If you deliver a timely notice of intent, do not vote in favor of the merger agreement and the merger agreement is approved by Surrey shareholders at the Surrey special meeting (or any adjournment of the Surrey special meeting), then, within ten days following the effective date of the merger, First Community, as the surviving company, will send you a written notice called an appraisal notice to your address shown in Surrey’s current record of shareholders, as long as you have satisfied the requirements to exercise appraisal rights. The appraisal notice will include another copy of the provisions of the NCBCA, pertaining to appraisal rights and will:

After receipt of the appraisal notice, you must deliver to First Community a written payment demand and, in the case of certificated shares, deposit your Surrey share certificates with First Community by the date set forth in and in accordance with the terms and conditions of the appraisal notice, and certify whether you acquired beneficial ownership of your shares of Surrey common stock and/or Surrey Class A common stock before the announcement date. Otherwise, you will not be entitled to payment for your shares. Additionally, if you were not the beneficial owner of your shares of Surrey common stock and/or Surrey Class A common stock on the announcement date as set forth in the appraisal notice, First Community may elect to withhold payment. If you deliver a payment demand, certify your beneficial ownership and, and in the case of certificated shares, deposit your share certificates, as required by the appraisal notice, you will lose all rights as a Surrey shareholder to receive the merger consideration, unless you withdraw your payment demand by the date specified in the appraisal notice.

Within 30 days after the form is due, First Community will pay you (provided that you have satisfied all requirements to exercise appraisal rights) the amount First Community estimates to be the fair value of your shares, plus interest accrued to the date of payment. First Community’s payment will be accompanied by:

If you believe that the amount paid by First Community, or the amount of First Community’s payment offer, as described above is less than the fair value of your shares of Surrey common stock or Surrey Class A common stock or that the interest due is incorrectly calculated, then you may notify First Community in writing of your own estimate of the fair value of your shares of Surrey common stock or Surrey Class A common stock and may demand payment of your estimate plus interest. A shareholder offered payment who is dissatisfied with that offer must reject the offer and demand payment of the shareholder’s estimate of the fair value of the shares plus interest. If you fail to take any such action within the 30 days after First Community makes or offers payment for your shares, you will be deemed to have waived your rights to demand payment and shall be entitled only to the payment of fair value as calculated by First Community.

If you have taken all required actions and your demand for payment remains unsettled, First Community may file a lawsuit within 60 days after receiving the payment demand and petition the Superior Court Division of the General Court of Justice to determine the fair value of the shares and accrued interest. If First Community does not begin the action within the 60-day period, it will pay each shareholder who asserts appraisal rights whose demand remains unsettled the amount demanded. In the court proceeding described above, the court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. In addition, First Community will make all shareholders who assert appraisal rights whose demands remain unsettled parties to the proceeding. Each shareholder who asserts appraisal rights made a party to the proceeding must be served with a copy of the complaint and will be entitled to judgment for the amount, if any, by which the court finds the fair value of his, her or its shares, plus interest, to exceed the amount paid by First Community, or for the value, plus accrued interest, of his, her or its after-acquired shares for which First Community elected to withhold payment.

The court will determine the cost of any court proceeding, including reasonable compensation and reimbursement of expenses for appraisers appointed by the court. Those costs will be assessed against First Community unless the court determines that some or all of the shareholders who assert appraisal rights acted arbitrarily, vexatiously or not in good faith in demanding payment, in which event the court may assess costs against those shareholders. The court may assess the fees and expenses of experts and counsel against First Community if it finds that it did not substantially comply with the requirements of the statutes, or against any party who acted arbitrarily, vexatiously or not in good faith in asserting or defending against appraisal rights. If the court finds that the services of counsel for any shareholder who asserts appraisal rights were of substantial benefit to other shareholders similarly situated, the court may award counsel fees, to be paid out of the amounts awarded the shareholders who asserted appraisal rights who were benefited. If a shareholder who asserts appraisal rights must bring an action against First Community to require it to pay the amount First Community estimates to be the fair value of the shares plus interest, and the shareholder is successful, the court will assess costs against First Community.

Board of Directors and Management of First Community Following the Merger

Under the merger agreement, First Community has agreed, prior to the closing date, to appoint two members of the current board of directors of Surrey, selected by First Community in consultation with Surrey (which we refer to as the “Surrey Designees”), to the board of directors of First Community Bank. First Community has selected Edward C. Ashby, III, and Robert H. Moody, as the Surrey Designees. The directors of First Community holding office immediately prior to the effective time, will continue to serve as the directors of the surviving corporation from and after the effective time of the merger and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

The executive officers of First Community immediately prior to the effective time of the merger will be the executive officers of the surviving corporation and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

Information regarding the executive officers and directors of First Community is contained in documents filed by First Community with the SEC and attached as appendices to this proxy statement/prospectus, including First Community’s Annual Report on Form 10-K for the year ended December 31, 2021 attached hereto as Appendix D and its definitive proxy statement on Schedule 14A for its 2022 annual meeting, filed with the SEC on March 16, 2022 and attached hereto as Appendix E. See the section entitled “Where You Can Find More Information.”

Information regarding the directors of Surrey is included in this proxy statement/prospectus under the section entitled “Security Ownership of Certain Beneficial Owners and Management of Surrey” beginning on page [●].

THE MERGER AGREEMENT

The following describes certain aspects of the merger, including certain material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Appendix A and is incorporated by reference into this proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about First Community and Surrey contained in this proxy statement/prospectus or in the public reports of First Community filed with the SEC and attached as appendices to this proxy statement/prospectus may supplement, update or modify the factual disclosures about First Community and Surrey contained in the merger agreement. The merger agreement contains representations and warranties by First Community, on the one hand, and by Surrey, on the other hand. The representations, warranties and covenants made in the merger agreement by First Community and Surrey were qualified and subject to important limitations agreed to by First Community and Surrey in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to shareholders and reports and documents filed with the SEC and some were qualified by the matters contained in the confidential disclosure schedules that First Community and Surrey each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since November 17, 2022.

For the foregoing reasons, the representations and warranties or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of First Community or Surrey or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement/prospectus or in the documents attached as appendices to this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page [●].

Terms of the Merger

Effect of the Merger

Each of the First Community board of directors and the Surrey board of directors has unanimously adopted the merger agreement and approved the merger. Pursuant to the merger agreement, Surrey will merge with and into First Community with First Community surviving the merger as the surviving corporation. We sometimes refer to First Community following the merger as the “surviving corporation.” As a result of the merger, there will no longer be any publicly held shares of Surrey common stock or Surrey Class A common stock. Surrey shareholders will participate in the surviving corporation’s future earnings and potential growth only through their ownership of First Community common stock. All of the other incidents of direct ownership of Surrey common stock or Surrey Class A common stock, such as the right to vote on certain corporate decisions, to elect directors and to receive dividends and distributions from Surrey, will be extinguished upon completion of the merger but will become analogous rights in First Community. First Community is a Virginia corporation and governed by Virginia law. Surrey is a North Carolina corporation and governed by North Carolina law. Your rights under Virginia law, the First Community articles of incorporation and the First Community bylaws will differ in some respects from your rights under North Carolina law, the Surrey articles of incorporation and the Surrey bylaws. For more detailed information regarding a comparison of your rights as a shareholder of Surrey and First Community, see the section entitled “Comparison of Shareholders’ Rights” beginning on page [●].

From and after the effective time, the surviving corporation will possess all of the properties, rights, privileges, powers and franchises of Surrey and be subject to all debts, liabilities and obligations of Surrey.

Closing and Effective Time

On the closing date, the surviving corporation will effect the merger by filing articles of merger with the State Corporation Commission of the Commonwealth of Virginia and the North Carolina Secretary of State. The merger will become effective as of the date and time of filing the articles of merger or, if mutually agreed upon by the parties, at a later time specified in such articles of merger (which we refer to as the “effective time”).

The merger will be completed only if all conditions to the merger discussed in this proxy statement/prospectus and set forth in the merger agreement are either satisfied or waived. See the section entitled “-Conditions to Completion of the Merger” beginning on page [●]. It currently is anticipated that the completion of the merger will occur in the second quarter of 2023, subject to the receipt of regulatory approvals and other customary closing conditions, but neither Surrey nor First Community can guarantee when or if the merger will be completed.

Merger Consideration

Under the terms of the merger agreement, each share of Surrey common stock and Surrey Class A common stock issued and outstanding immediately prior to the completion of the merger (other than (1) dissenting shares as described below and (2) shares of Surrey common stock and shares of Surrey Class A common stock owned directly or indirectly by Surrey, First Community or their wholly-owned subsidiaries (other than shares of Surrey common stock or Surrey Class A common stock held in a fiduciary capacity or in connection with debts previously contracted) (together, the “excluded shares”)) will be converted into the right to receive 0.7159 shares of First Community common stock (which we refer to as the “exchange ratio”).

If the shares of common stock of either First Community or Surrey are increased, decreased or changed into or exchanged for a different number or kind of shares or securities before the merger is completed as a result of a stock dividend, stock repurchase, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar change in capitalization, or if there is any extraordinary dividend or distribution paid, then the merger consideration will be proportionately adjusted to give holders of Surrey common stock and Surrey Class A common stock the same economic effect as contemplated by the merger agreement prior to such event.

Fractional Shares

First Community will not issue any fractional shares of First Community common stock in the merger. Instead, a Surrey shareholder who otherwise would have received a fraction of a share of First Community common stock will receive an amount in cash rounded to the nearest whole cent. This cash amount will be determined by multiplying the fraction of a share of First Community common stock to which the holder would otherwise be entitled by the First Community average closing price.

Treatment of Surrey Restricted Stock Awards

At the effective time of the merger, referred to as the “effective time,” each restricted stock award held by any employee or service provider of Surrey and its subsidiaries under Surrey’s 2017 Long-Term Stock Incentive Plan (which we refer to as the “restricted stock plan”) that is unvested and subject to restrictions (which we refer to as an “unvested Surrey restricted stock award”) shall fully vest in accordance with the terms of the restricted stock plan and the applicable award agreement and shall be canceled and converted automatically into the right to receive the merger consideration payable pursuant to merger agreement on the shares of Surrey common stock underlying the unvested Surrey restricted stock award, treating the shares of Surrey common stock subject to such unvested Surrey restricted stock award in the same manner as all other shares of Surrey common stock for such purposes.

Conversion of Shares; Exchange of Certificates

The conversion of Surrey common stock and Surrey Class A common stock into the right to receive the merger consideration will occur automatically at the effective time of the merger. After completion of the merger, the exchange agent will exchange certificates representing shares of Surrey common stock and Surrey Class A common stock or book-entry shares for the merger consideration, with any cash in lieu of fractional shares, and any unpaid dividends and distributions on the First Community common stock deliverable in respect of each share of Surrey common stock and Surrey Class A common stock to be exchanged pursuant to the terms of the merger agreement.

As soon as reasonably practicable after the effective time, the exchange agent will mail appropriate transmittal materials and instructions to those persons who were holders of record of Surrey common stock or Surrey Class A common stock. These materials will contain instructions on how to surrender shares of Surrey common stock and Surrey Class A common stock in exchange for the merger consideration, with any cash in lieu of fractional shares, and any unpaid dividends and distributions on the First Community common stock deliverable in respect of each share of Surrey common stock that the holder is entitled to exchange under the merger agreement.

If a certificate for Surrey common stock or Surrey Class A common stock has been lost, stolen, mutilated or destroyed, the exchange agent will issue the merger consideration, with any cash in lieu of fractional shares, and any unpaid dividends and distributions on the First Community common stock deliverable in respect of each share of Surrey common stock or Surrey Class A common stock upon receipt of (1) an affidavit of that fact by the claimant and (2) such bond as the exchange agent may direct as indemnity against any claim that may be made against it with respect to such lost, stolen, mutilated or destroyed certificate.

After the effective time of the merger, there will be no further transfers on the stock transfer books of Surrey.

Withholding

First Community and the exchange agent will be entitled to deduct and withhold from the merger consideration otherwise payable to any Surrey shareholder such amounts as First Community or the exchange agent, as applicable, is required to deduct and withhold under any applicable federal, state, local or foreign tax law. If any such amounts are withheld, these amounts will be treated for all purposes of the merger agreement as having been paid to the Surrey shareholders from whom they were withheld.

Dividends and Distributions

Whenever a dividend or other distribution is declared by First Community on First Community common stock, for which the record date is after the effective time of the merger, the declaration will include dividends or other distributions on all shares of First Community common stock issuable under the merger agreement, but such dividends or other distributions will not be paid to the holder thereof until such holder has duly surrendered or transferred his, her or its Surrey stock certificates or book-entry shares.

Organizational Documents of the Surviving Corporation

The articles of incorporation and bylaws of First Community that are in effect immediately prior to the effective time will be the articles of incorporation and bylaws of the surviving corporation.

Board of Directors

Prior to the closing date, First Community Bank will appoint the Surrey Designees to the board of directors of First Community Bank. The directors of First Community holding office immediately prior to the effective time will continue to serve as the directors of the surviving corporation from and after the effective time. The directors of First Community Bank holding office immediately prior to the effective time, including the Surrey Designees, will continue to serve as directors of the surviving corporation from and after the effective time.

Representations and Warranties

The merger agreement contains customary representations and warranties of First Community and Surrey relating to their respective businesses. The representations and warranties in the merger agreement will not survive the effective time of the merger.

The representations and warranties made by Surrey to First Community relate to a number of matters, including the following:

Certain representations and warranties of First Community and Surrey are qualified as to “materiality” or “material adverse effect.”

For purposes of the merger agreement, a “material adverse effect” when used in reference to Surrey or First Community, means an effect, circumstance, occurrence or change that, individually or in the aggregate, (1) is material and adverse to the business, financial condition or results of operations of such party and its subsidiaries taken as a whole, or (2) materially prevents, impairs or threatens the ability of such party to perform its obligations under the merger agreement or timely consummate the transactions contemplated by the merger agreement; however in the case of clause (1) of this sentence only, a material adverse effect will not be deemed to include any effect, circumstance, occurrence or change resulting from:

Conduct of Business Pending the Completion of the Merger

Surrey has agreed that, until the effective time of the merger and unless permitted by First Community, or to the extent required by laws or regulation of any governmental entity, or as expressly contemplated or permitted by the merger agreement or as required by law, it will not and will not permit any of its subsidiaries to:

General Business

Indebtedness

Capital Stock

Dispositions

Investments

Contracts

Loans

Benefit Plans

Litigation and Settlement

Governing Documents

Deposits

Debt Security

Capital Expenditures

Branches

Futures and Similar Financial Actions

Policies

Communications

Environmental Assessments

Taxes

Accounting

New Lines of Business

Mortgage Loan Servicing

Merger or Liquidation

Tax-Free Reorganization

Other Agreements

First Community has agreed that, until the effective time of the merger and unless permitted by Surrey, or to the extent required by laws or regulations of any governmental entity, or as expressly contemplated or permitted by the merger agreement or as required by law, it will not and will not permit any of its subsidiaries to:

Regulatory Matters

First Community and Surrey will use their reasonable best efforts to take promptly all actions and to do promptly all things necessary, proper or advisable, under applicable laws and regulations, to consummate and make effective the transactions contemplated by the merger agreement. First Community and Surrey have filed all necessary applications, notices and other filings with any governmental entity, the approval of which is required to complete the merger and related transactions. However, in no event will First Community be required, or will Surrey and its subsidiaries be permitted (without First Community’s prior written consent), to agree to any condition or restriction that would so materially and adversely impact the economic or business benefits to First Community of the transactions contemplated by the merger agreement that, had such condition or requirement been known, First Community would not, in its reasonable judgment, have entered into the merger agreement (we refer to such condition as a “burdensome condition”). First Community and Surrey have also agreed to furnish each other with all information reasonably necessary or advisable in connection with any statement, filing, notice or application in connection with the transactions contemplated by the merger agreement.

Employee Benefits Matters

At the sole discretion of First Community, First Community may maintain Surrey’s health and welfare plans for employees of Surrey and its subsidiaries immediately before the effective time and whose employment is not terminated before the effective time (which we refer to as “Surrey continuing employees”) through the end of the calendar year in which the effective time occurs.

Notwithstanding the foregoing, if First Community determines to terminate one or more of Surrey’s health and/or other welfare plans, then, at the request of First Community, made at least 30 days before the effective time, Surrey or its subsidiaries shall adopt resolutions, to the extent required, providing that Surrey’s applicable health and welfare plans will be terminated effective immediately before the effective time (or such later date as requested by First Community in writing or as may be required to comply with any applicable advance notice or other requirements contained in such plans or provided for by law) and shall arrange for termination of all corresponding insurance policies, service agreements and related arrangements effective on the same date to the extent not prohibited by the terms of the arrangements or applicable law.

No coverage of any of the Surrey continuing employees or their dependents shall terminate under any of Surrey’s health and welfare plans before the time the Surrey continuing employees or their dependents, as applicable, become eligible to participate in the health and welfare plans, programs and benefits common to similarly-situated employees of First Community and its subsidiaries and their dependents and, consequently, no Surrey continuing employee shall experience a gap in coverage.