EPL LINCO Trust Amends Stake in First Mid Bancshares

TL;DR

EPL LINCO Trust updated its 13D filing for First Mid Bancshares, Inc. on 8/8/24.

AI Summary

EPL LINCO Trust, a California-based entity, has filed an amendment (Amendment No. 1) to its Schedule 13D regarding First Mid Bancshares, Inc. The filing, dated August 8, 2024, indicates a change in beneficial ownership. EPL LINCO Trust is located at 302 Campusview Drive, Suite 108, Columbia, MO 65201.

Why It Matters

This filing signals a potential shift in the ownership structure of First Mid Bancshares, Inc., which could influence the company's strategic direction or market perception.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor interest or strategic shifts, potentially impacting stock price volatility.

Key Players & Entities

• EPL LINCO Trust (company) — Filing entity
• First Mid Bancshares, Inc. (company) — Subject company
• J. Kyle McCurry (person) — Contact person for EPL LINCO Trust

FAQ

Key Financial Figures

• $4.00 — ame of Issuer) Common Stock, par value $4.00 per share (Title of Class of Securiti

Filing Documents

• fmb-sc13da_amend1.htm (SC 13D/A) — 45KB
• 0001014108-24-000036.txt ( ) — 47KB

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Initial Schedule 13D is amended and restated in its entirety as follows

Item 4 of the Initial Schedule 13D is amended and restated in its entirety as follows: The Trust acquired beneficial ownership of the Common Stock for investment purposes pursuant to the Merger Agreement, as amended. See Item 3. In accordance with the Merger Agreement, as amended, the Company appointed one individual, Mr. J. Kyle McCurry, who served on the LINCO board of directors prior to the effective time of the Merger to the board of directors of the Company as a Class I director and to the board of directors of First Mid Bank & Trust, N.A. a subsidiary of the Company (the "Company Bank"), upon the effective time of the Merger on February 22, 2021. At the 2023 Annual Meeting of Stockholders of the Company held on April 26, 2023, Mr. McCurry was re-elected as a director of the Company for a three-year term. Mr. McCurry is the Chief Operating Officer and General Counsel of Paige Sports Entertainment, which is a private family office and an affiliate of the Trust. For the avoidance of doubt, Mr. McCurry does not have a beneficial interest or a pecuniary interest in the Common Stock owned by the Trust. The Trust and the Company have entered into a registration rights agreement dated February 22, 2021 ("Registration Rights Agreement"), as amended by Amendment No. 1 to Registration Rights Agreement dated August 7, 2024 ("RRA Amendment"), with respect to the Company's Common Stock pursuant to which the Company has granted the Trust certain registration rights. See Item 6 of this Schedule 13D and the Registration Rights Agreement and RRA Amendment, copies of which are filed or incorporated by reference as Exhibits 99.3 and 99.4, respectively, to this Schedule 13D. The Trust and Trustee expect to continually evaluate the Company's businesses and prospects, alternative investment opportunities and all other factors deemed relevant in determining whether additional interests in securities of the Company will be acquired by the Trust or whether the Trust will dispose of

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5(a) and (b) of the Initial Schedule 13D are amended and restated in their entirety as follows: (a)-(b) The Trust and Trustee beneficially own the 1,262,246 shares of Common Stock of the Company held by the Trust, representing 5.3% of the shares of Common Stock of the Company outstanding. The Trust has sole voting and investment power as to these shares of Common Stock held by the Trust. 3 CUSIP No. 320866 106

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Initial Schedule 13D is amended to add the following disclosure at the end of Item 6

Item 6 of the Initial Schedule 13D is amended to add the following disclosure at the end of Item 6: On August 7, 2024, the Company and the Trust entered into the RRA Amendment, which extended the period during which the Company would use commercially reasonable efforts to keep the Registration Statement continuously effective, such amended period to continue until three years following the date of the RRA Amendment, or if earlier until all of the shares of Common Stock acquired by the Trust could be sold pursuant to Rule 144 under the Securities Act of 1933, as amended, without any limitation as to manner-of-sale restrictions or volume limitations.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. 99.1 Agreement and Plan of Merger by and among First Mid Bancshares, Inc., Eval Sub Inc., LINCO Bancshares, Inc., and the sellers as defined therein, dated September 25, 2020 ( incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by First Mid Bancshares, Inc. on September 28, 2020 ). 99.2 First Amendment to Agreement and Plan of Merger, dated as of February 21, 2021, by and among First Mid Bancshares, Inc., Eval Sub Inc., a Missouri corporation, Eval Sub Inc., a Delaware corporation, LINCO Bancshares, Inc., and the sellers named therein ( incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by First Mid Bancshares, Inc. on February 22, 2021 ). 99.3 Registration Rights Agreement, dated February 22, 2021, by and between First Mid Bancshares, Inc., and Elizabeth Paige Laurie, Trustee of the EPL LINCO Trust, dated December 1, 2015 ( incorporated by reference to Exhibit 10.1 to the Form 8-K filed by First Mid Bancshares, Inc. on February 22, 2021 ). 99.4 Amendment No. 1 to Registration Rights Agreement, dated August 7, 2024, by and between First Mid Bancshares, Inc., and Elizabeth Paige Laurie, Trustee of the EPL LINCO Trust, dated December 1, 2015 ( incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarterly period ended June 30, 2024, filed by First Mid Bancshares, Inc. on August 7, 2024 ). 4 CUSIP No. 320866 106 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 8, 2024 Signature: /s/ Elizabeth Paige Laurie Name/Title: Elizabeth Paige Laurie Trustee of the EPL LINCO Trust, dated December 1, 2015 5

View Full Filing

View this SC 13D/A filing on SEC EDGAR