Filed by First Mid Bancshares, Inc.
pursuant to Rule 425 under the Securities Act of 1933,
as amended
Subject Company: Evergreen Bancshares, Inc.
First Mid Bancshares, Inc. Exchange Act File No.: 001-36434
Message from Matt Smith, President & CEO:
First Mid to Acquire American Bank of Freedom
First Mid Team —
Building on our longstanding relationship, we are pleased to announce we have entered into a
definitive agreement to acquire Evergreen Bancshares, Inc. and its subsidiary, American Bank of Freedom. With headquarters in Wellsville,
MO, American Bank of Freedom operates 10 banking centers, primarily in the St. Louis metropolitan area. Outside of Missouri, they also
have branches in Rochester, Illinois and Westfield, Indiana, and a loan production office in the Denver, Colorado area. Our relationship
with the Glarner family, owners of American Bank, dates back to the 1980s through Jefferson Bank & Trust, which became part of First
Mid through acquisition in 2022. The family has remained close to our organization throughout that time, and we are honored to be chosen
as their strategic partner.
The acquisition of American Bank of Freedom is an exciting step forward for our organization,
demonstrating our commitment to continued growth and that First Mid remains an attractive merger partner. While this new chapter will
eventually bring new opportunities and tasks, please know there will be some time before we begin integrating and planning next steps.
For now, we hope you take a moment to reflect on our recent accomplishments and take pride in the role each of you has played and will
continue to play in positioning us for this next phase of success. For now, I'd like to share a little more about this growth opportunity
and the partner that has chosen us.
With a legacy spanning more than 140 years, American Bank of Freedom shares our commitment to
relationship-driven community banking. Their values, authentic culture, and dedication to serving their customers and communities align
closely with First Mid.
As of September 30, 2026, American Bank of Freedom had approximately $932 million in total assets,
$712 million in loans, and $727 million in deposits. They currently operate locations in Des Peres, Middletown, Montgomery City, O’Fallon,
Rock Hill, Warrenton, Wellsville, and Wright City, Missouri; Rochester, Illinois; and Westfield, Indiana. Their focus on relationships
in small business, retail, and commercial areas align well with our products and services. We are excited to bring our expanded services
and the benefits of a larger balance sheet to American Bank of Freedom customers.
We anticipate the transaction between the two organizations will close in Q1 2027 and completion
of the bank merger and systems conversion will occur in Q2 2027. As information becomes available about the closing and conversion activities,
further updates will be provided. We will touch more on the American Bank of Freedom acquisition during the upcoming Quarterly Call on
November 12, 2026.
The full news release can be found on our website: First Mid Bancshares, Inc. Announces Acquisition
of Evergreen Bancshares, Inc.
Note: Should you receive inquiries from media or the public, please forward them to Media@FirstMid.com.
Forward Looking Statements
This document may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 regarding First Mid Bancshares, Inc. (“First Mid”),
Evergreen Bancshares, Inc. (“Evergreen”) and the proposed transactions, including statements regarding anticipated benefits,
integration, timing, approvals, customer relationships, operating results, expenses, market conditions, credit quality, liquidity, loan
and deposit activity, and other expectations regarding the combined business. First Mid intends for these 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, are identified
by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,”
“project,” “will,” “may,” “should,” 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 the anticipated benefits of the proposed transactions will not be realized within
the expected time period; the risk that integration of Evergreen 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 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; changes in interest rates; general
economic conditions and market-area conditions; legislative and/or regulatory changes; risks relating to Evergreen as a privately held
company whose business and financial information has not been subject to public company reporting requirements; monetary and fiscal policies
of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality, composition and valuation
of loan and investment portfolios; demand for loan products; deposit flows; competition; demand for financial services; accounting principles,
policies and guidelines; and the ability to complete the proposed transactions or any of the foregoing risks. Additional information concerning
First Mid, including additional factors and risks that could materially affect First Mid’s financial results, is 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 does not undertake any obligation to update, revise 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 transactions. The registration statement will include a proxy statement of Evergreen
that also constitutes a prospectus of First Mid, which will be sent to the shareholders of Evergreen. Evergreen shareholders are urged
to read the proxy statement/prospectus when it becomes available, which will contain important information about First Mid, Evergreen
and the proposed transactions, 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 Evergreen upon written
request to Evergreen Bancshares, Inc., 1701 Macklind Ave., St. Louis, MO 63110, Attention: Chief Financial Officer. A final proxy statement/prospectus
will be mailed to the shareholders of Evergreen.
Participants in the Solicitation
First Mid and Evergreen, 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 2026 annual meeting of stockholders, which was filed with the SEC on March 17, 2026. These documents can be
obtained free of charge from the sources provided above. Information about Evergreen’s directors and executive officers, and a description
of their direct and indirect interests in the proposed transactions, by security holdings or otherwise, will be included in the proxy
statement/prospectus when it becomes available. 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 be 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.
