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 28, 2026
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)
Not Applicable
(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 28, 2026, First Mid Bancshares, Inc. (“First Mid”)
and Raven Sub LLC, a newly formed Missouri limited liability company and wholly-owned subsidiary of First Mid (“Merger Sub”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Evergreen Bancshares, Inc., a Missouri corporation
(“Evergreen”), pursuant to which, among other things, First Mid agreed to acquire 100% of the issued and outstanding shares
of Evergreen pursuant to a business combination whereby Evergreen will merge with and into Merger Sub, whereupon the separate corporate
existence of Evergreen will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of First Mid (the
“Merger”). Immediately following the Merger, the surviving company will be merged with and into First Mid.
Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger, each share of common stock, par value $0.01 per share, of Evergreen issued and outstanding immediately prior to the
effective time of the Merger (other than shares held in treasury by Evergreen and shares held by shareholders who have properly exercised
and perfected appraisal rights under Missouri law) will be converted into and become the right to receive (i) $5.20 in cash and (ii) 0.4081
shares of common stock, par value $4.00 per share, of First Mid, plus cash in lieu of fractional shares, less any applicable taxes required
to be withheld, and subject to certain potential adjustments, as described below. On an aggregate basis, the total consideration payable
by First Mid at the closing of the Merger to Evergreen’s shareholders is expected to be approximately 1,109,690 shares of First
Mid common stock and approximately $14.1 million in cash.
If Evergreen’s consolidated shareholders’ equity, as reflected
on a closing balance sheet and calculated in accordance with the Merger Agreement, is less than $69,333,034 (the “Minimum Adjusted
Net Worth”), the merger consideration will be reduced dollar-for-dollar by the amount of the shortfall. Any such reduction will
first be applied to reduce the per share cash consideration and, to the extent the shortfall exceeds the aggregate cash consideration,
the exchange ratio will be reduced in accordance with the formula set forth in the Merger Agreement.
It is anticipated that Evergreen’s wholly-owned bank subsidiary,
American Bank of Freedom (“American 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,
American Bank’s banking offices will become branches of First Mid Bank. As of September 30, 2026, American Bank had total consolidated
assets of approximately $932 million, loans of approximately $712 million and total deposits of approximately $727 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 Evergreen and
American 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 2027
and is subject to the approval of the appropriate regulatory authorities and the shareholders of Evergreen, as well as other customary
closing conditions. Certain directors and officers of Evergreen have executed voting agreements pursuant to which they have each separately
agreed to vote their shares of Evergreen common stock in favor of approval of the Merger Agreement and 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 Evergreen, 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, Evergreen, 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 and 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 Evergreen issued a joint press release on October 29, 2026. 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 29, 2026, First Mid and Evergreen
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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 2.1* |
Agreement and Plan of Merger by and among First Mid Bancshares, Inc., Raven Sub LLC and Evergreen Bancshares, Inc., dated October 28, 2026. |
| 99.1 |
Joint Press Release, dated October 29, 2026. |
| 99.2 |
Presentation Materials, dated October 29, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any
omitted schedule 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.
| Date: October 29, 2026 |
FIRST MID BANCSHARES, INC.
By: /s/ Matthew K. Smith
President and Chief Executive Officer
|
