First Mid Bancshares Files 8-K

Ticker: FMBH · Form: 8-K · Filed: Oct 30, 2025 · CIK: 700565

First Mid Bancshares, INC. 8-K Filing Summary
FieldDetail
CompanyFirst Mid Bancshares, INC. (FMBH)
Form Type8-K
Filed DateOct 30, 2025
Risk Levellow
Pages8
Reading Time9 min
Key Dollar Amounts$1.00, $4.00, $1.1 b, $901 million, $988 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, regulation-fd, financials

Related Tickers: MID

TL;DR

MID files 8-K: Material agreement, Reg FD, financials out.

AI Summary

First Mid Bancshares, Inc. filed an 8-K on October 30, 2025, reporting a material definitive agreement and a Regulation FD disclosure. The filing also included financial statements and exhibits. The company is incorporated in Delaware and headquartered in Mattoon, Illinois.

Why It Matters

This 8-K filing indicates significant corporate events or agreements for First Mid Bancshares, Inc., requiring disclosure to the public.

Risk Assessment

Risk Level: low — This is a standard 8-K filing reporting routine corporate events and disclosures.

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by First Mid Bancshares, Inc.?

The filing indicates a material definitive agreement was entered into, but the specific details of the agreement are not provided in the provided text.

What is the purpose of the Regulation FD Disclosure mentioned in the filing?

The Regulation FD Disclosure is part of the 8-K filing, which typically addresses the public disclosure of material non-public information.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on October 30, 2025.

Where is First Mid Bancshares, Inc. headquartered?

First Mid Bancshares, Inc. is headquartered in Mattoon, Illinois.

What is the Standard Industrial Classification (SIC) code for First Mid Bancshares, Inc.?

The Standard Industrial Classification (SIC) code for First Mid Bancshares, Inc. is 6022, which corresponds to STATE COMMERCIAL BANKS.

Filing Stats: 2,319 words · 9 min read · ~8 pages · Grade level 13.5 · Accepted 2025-10-30 08:00:53

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 29, 2025, First Mid Bancshares, Inc. ("First Mid") and Star Sub LLC, a newly formed Iowa limited liability company and wholly-owned subsidiary of First Mid ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Two Rivers Financial Group, Inc., an Iowa corporation ("Two Rivers"), pursuant to which, among other things, First Mid agreed to acquire 100% of the issued and outstanding shares of Two Rivers pursuant to a business combination whereby Two Rivers will merge with and into Merger Sub, whereupon the separate corporate existence of Two Rivers will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of First Mid (the "Merger"). time of the Merger, each share of common stock, par value $1.00 per share, of Two Rivers issued and outstanding immediately prior to the effective time of the Merger (other than shares held in treasury by Two Rivers) will be converted into and become the right to receive 1.225 shares of common stock, par value $4.00 per share, of First Mid and cash in lieu of fractional shares, less any applicable taxes required to be withheld, and subject to certain potential adjustments. On an aggregate basis, the total consideration payable by First Mid at the closing of the Merger to Two Rivers' shareholders and equity award holders is approximately 2,556,140 shares of First Mid common stock. Two Rivers' outstanding stock equity awards will fully vest upon consummation of the Merger. It is anticipated that Two Rivers' wholly-owned bank subsidiary, Two Rivers Bank & Trust ("Two Rivers Bank"), will be merged with and into First Mid's wholly-owned bank subsidiary, First Mid Bank & Trust, N.A. ("First Mid Bank"), at a date following completion of the Merger. At the time of the bank merger, Two Rivers Bank's banking offices will become bran

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. In connection with the execution of the Merger Agreement discussed in Item 1.01 above, First Mid and Two Rivers issued a joint press release on October 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. From time to time on and after October 30, 2025, First Mid and Two Rivers intend to provide supplemental information regarding the proposed transaction to analysts and investors in connection with certain presentations. A copy of the supplementary information is attached hereto as Exhibit 99.2 and incorporated herein by reference. The information furnished pursuant to this Item 7.01 and the related exhibits shall not be deemed "filed" by First Mid for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Forward Looking Statements

Forward Looking Statements This document may contain certain forward-looking quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. First Mid and Two Rivers intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of First Mid and Two Rivers are identified by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, the possibility that any of the anticipated benefits of the proposed transactions between First Mid and Two Rivers will not be realized within the expected time period; the risk that integration of the operations of Two Rivers with First Mid will be materially delayed or will be more costly or difficult than expected; the inability to complete the proposed transactions due to the failure to satisfy conditions to completion of the proposed transactions, including failure to obtain the required regulatory, shareholder and other approvals; the failure of the proposed transactions to close for any other reason; the effect of the announcement of the proposed transactions on customer relationships and operating results; the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes in interest rates; general economic conditions and those in the market areas of First Mid and Two Rivers; legi

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Index Exhibit No. Description 2.1* Agreement and Plan of Merger by and among First Mid Bancshares, Inc., Star Sub LLC and Two Rivers Financial Group, Inc., dated October 29, 2025. 99.1 Press Release, dated October 30, 2025. 99.2 Investor/Analyst Presentation Materials dated October 30, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). * Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted schedule or exhibit will be furnished to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST MID BANCSHARES, INC. Date: October 30, 2025 By: /s/ Joseph R. Dively Joseph R. Dively Chairman and Chief Executive Officer

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