First Mid Bancshares, INC. 8-K Filing

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• f8k_123025.htm (8-K) — 28KB
• 0001171843-25-008123.txt ( ) — 189KB
• fmbh-20251230_lab.xml (EX-101.LAB) — 33KB
• fmbh-20251230_pre.xml (EX-101.PRE) — 22KB
• fmbh-20251230.xsd (EX-101.SCH) — 3KB
• f8k_123025_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. As previously announced, 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"). On December 23, 2025, First Mid received approval of the Merger from the Iowa Division of Banking. First Mid is still waiting for approval from the Board of Governors of the Federal Reserve System. First Mid anticipates that, subject to regulatory approval and the satisfaction of customary closing conditions, the closing of the Merger will occur in the 1st quarter of 2026.

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

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