[425] FIRST MID BANCSHARES, INC. Business Combination Communication

Rhea-AI Filing Summary

First Mid Bancshares (FMBH) announced a definitive merger agreement to acquire Two Rivers Financial Group through a stock-for-stock transaction. Each Two Rivers common share will convert into 1.225 shares of First Mid common stock, with cash paid in lieu of fractional shares, subject to potential adjustments. On closing, First Mid expects to issue approximately 2,556,140 shares to Two Rivers shareholders and equity award holders.

Following the parent-company merger, Two Rivers Bank & Trust is expected to merge into First Mid Bank & Trust, N.A., and its offices will become First Mid branches. As of September 30, 2025, Two Rivers Bank reported $1.1 billion in total assets, $901 million in loans, and $988 million in total deposits. The deal is targeted to close in the first quarter of 2026, pending regulatory approvals and Two Rivers shareholder approval. Certain Two Rivers directors and officers have signed voting agreements supporting the merger.

Insights

Bank M&A analyst

Stock-for-stock bank deal adds a ~$1.1B-asset franchise, pending approvals.

The agreement exchanges Two Rivers shares for 1.225 First Mid shares, with an expected issuance of 2,556,140 First Mid shares at closing. Consideration is all equity aside from cash for fractional shares, so near-term cash outlay is limited while adding a community bank platform.

Closing is conditioned on regulatory and Two Rivers shareholder approvals, and integration steps include merging Two Rivers Bank & Trust into First Mid Bank & Trust, N.A.. As of September 30, 2025, Two Rivers Bank reported $1.1 billion in assets, $901 million in loans, and $988 million in deposits, indicating a meaningful but manageable footprint addition.

The company cites customary covenants and limitations on Two Rivers’ activities before closing. The timeline targets Q1 2026, but actual completion depends on approvals and standard closing conditions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 30, 2025

_______________________________

FIRST MID BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-36434	37-1103704
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1421 Charleston Avenue

Mattoon, Illinois 61938

(Address of Principal Executive Offices) (Zip Code)

(217) 234-7454

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FMBH	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

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”).

Subject to the terms and conditions of the Merger Agreement, at the effective 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 branches of First Mid Bank. As of September 30, 2025, Two Rivers Bank had total consolidated assets of approximately $1.1 billion, loans of approximately $901 million and total deposits of approximately $988 million.

The Merger Agreement contains customary representations and warranties of both parties and customary conditions to the parties’ obligations to close the transaction, as well as agreements to cooperate in the process of consummating the transaction. The Merger Agreement also contains provisions limiting the activities of Two Rivers and Two Rivers Bank which are outside of the usual course of business pending completion of the Merger, including restrictions on employee compensation, certain acquisitions and dispositions of assets and liabilities, and solicitations relating to alternative acquisition proposals.

The Merger is anticipated to be completed in the first quarter of 2026 and is subject to the approval of the appropriate regulatory authorities and the shareholders of Two Rivers. Certain directors and officers of Two Rivers have executed voting agreements pursuant to which they have each separately agreed to vote their shares of Two Rivers common stock in favor of approval of the Merger.

The information set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of, the contracting parties, and are qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and investors should not rely on them as statements of fact. In addition, such representations and warranties (i) will not survive the consummation of the Merger and (ii) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement and not to provide investors with any other factual information regarding the Merger, First Mid or Two Rivers, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding First Mid, Two Rivers, their respective affiliates and their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into the documents that First Mid will file with the Securities Exchange Commission (“SEC”), including in the Forms 10-K, Forms 10-Q and other documents that First Mid files with or furnishes to the SEC.

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

This document may contain certain forward-looking statements about First Mid and Two Rivers, such as discussions of First Mid’s and Two Rivers’ pricing and fee trends, credit 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; legislative and/or regulatory changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of First Mid’s and Two Rivers’ loan or investment portfolios and the valuation of those investment portfolios; demand for loan products; deposit flows; competition, demand for financial services in the market areas of First Mid and Two Rivers; accounting principles, policies and guidelines; and the ability to complete the proposed transactions or any of the other foregoing risks. Additional information concerning First Mid, including additional factors and risks that could materially affect First Mid’s financial results, are included in First Mid’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, First Mid and Two Rivers do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Important Information about the Merger and Additional Information

First Mid will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Two Rivers that also constitutes a prospectus of First Mid, which will be sent to the shareholders of Two Rivers. Two Rivers shareholders are urged to read the proxy statement/prospectus when it becomes available, which will contain important information about First Mid, Two Rivers and the proposed transaction, including detailed risk factors. The proxy statement/prospectus and other documents which will be filed by First Mid with the SEC will be available free of charge at the SEC’s website, www.sec.gov. These documents also can be obtained free of charge by accessing First Mid’s website at www.firstmid.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, when available, these documents can be obtained free of charge from First Mid upon written request to First Mid Bancshares, PO Box 499, Mattoon, IL 61938, Attention: Investor Relations; or from Two Rivers upon written request to Two Rivers Financial Group, Inc., 222 North Main St., Burlington, IA 52601-5214, Attention: Andrea Gerst, CFO. A final proxy statement/prospectus will be mailed to the shareholders of Two Rivers.

Participants in the Solicitation

First Mid and Two Rivers, and certain of their respective directors, executive officers, and other members of management and employees, are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of First Mid is set forth in the proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 18, 2025. These documents can be obtained free of charge from the sources provided above. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the proxy statement/prospectus for such proposed transactions when it becomes available.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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

FAQ

What did First Mid (FMBH) announce regarding Two Rivers?

First Mid agreed to acquire Two Rivers Financial Group in a stock-for-stock merger, with Two Rivers merging into a First Mid subsidiary.

What is the exchange ratio for the Two Rivers merger with FMBH?

Each Two Rivers common share will convert into 1.225 shares of First Mid common stock, with cash paid in lieu of fractional shares.

How many First Mid shares are expected to be issued in the merger?

Approximately 2,556,140 shares of First Mid common stock will be issued to Two Rivers shareholders and equity award holders at closing.

When is the FMBH–Two Rivers merger expected to close?

The merger is anticipated to be completed in the first quarter of 2026, subject to regulatory approvals and Two Rivers shareholder approval.

What are Two Rivers Bank & Trust’s key figures before the deal?

As of September 30, 2025: total assets $1.1 billion, loans $901 million, and total deposits $988 million.

What happens to Two Rivers Bank after the parent merger?

It is expected to merge into First Mid Bank & Trust, N.A., and its offices will become First Mid branches.

Are there voting agreements supporting the FMBH–Two Rivers deal?

Yes. Certain directors and officers of Two Rivers have agreed to vote their shares in favor of the merger.