Filed by First Mid Bancshares, Inc.
pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Two Rivers Financial Group, Inc.
First Mid Bancshares, Inc. Exchange Act File No.:
001-36434
Two Rivers All Employees Email
Subject: First Mid to Acquire
Two Rivers Financial Group, Inc.
Dear Two Rivers Team,
As you learned yesterday, we are very
pleased to announce a definitive agreement between Two Rivers Financial Group, Inc. and First Mid Bancshares, Inc. to merge in 2026.
In the joint news release (attached here for your convenience), we communicated the many reasons why our two organizations are
a great fit.
Commitment to community is at the core
of the value system for both organizations and our cultures are similar. This was validated as we completed diligence and met with board
and executive leadership. The origin of our relationship spans as far back as 2012, and we are honored that we were chosen
as your strategic partners. Both organizations will be better for it.
You have built a strong
reputation with your customers, and this is something for which you should be proud. Together, we hope to build on this foundation of
community banking and extend services and offerings for the benefit of all stakeholders. This merger expands the First Mid geographic
footprint into Iowa, bringing us to approximately $9 billion in combined assets, yet we do not think of ourselves
or behave as a “big bank”. Regardless of our size, we are committed to a community bank model, and our focus remains on all
our stakeholders: employees, customers, communities and our shareholders. Our branch locations are complementary to yours, and we do
not anticipate closing any locations. Many of the Two Rivers branches are less than an hour drive from current
First Mid locations.
On behalf of our team,
we are excited about this announcement, and we are truly looking forward to meeting with you next week. In the weeks and months to come,
we will begin engaging our two teams. We pride ourselves on being open, approachable, and transparent. We trust you will find comfort
and gain confidence in the merger by hearing our story when meeting with our team.
As we work through
the necessary regulatory and shareholder approvals, we plan to close on the transaction by the end of the first quarter and merge
our banks in the second quarter of 2026. You undoubtedly have many questions about First Mid and the process that is now before us.
We will work with your leadership team to address additional questions as we work through the merger approval and integration
process.
Again, we look forward
to meeting with you soon and sharing more about First Mid and the exciting possibilities that lie ahead. You can learn more about us
here: www.firstmid.com
| Joe Dively |
Matt Smith |
| Chairman and CEO |
President |
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 intends
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 or 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; 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,
we 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. Investors in
Two Rivers are urged to read the proxy statement/prospectus, which will contain important information, including detailed risk
factors, when it becomes available. 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 “Investors 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, P.O. Box 499, Mattoon, IL 61938, Attention: Investor Relations; or from Two Rivers upon written request
to Two Rivers Financial Group, Inc., 222 North Main, Burlington, IA 52601, Attention: Frank J. Delaney, Chair & Interim CEO. 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 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.
