First Mid Bancshares expects Q1 2027 merger closing

American Bank of Freedom customers are told to keep using existing checks, cards and digital banking until changes are communicated before system integration.

Available on EDGAR 10/30/2026 - 06:05 AM EDT Accepted by SEC EDGAR 10/29/2026 - 06:26 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

First Mid Bancshares, Inc. announced a proposed combination under which Evergreen Bancshares, Inc. and its subsidiary American Bank of Freedom are expected to become part of First Mid. The transaction is expected to close in the first quarter of 2027, subject to customary closing conditions and required approvals; the bank merger is expected in the second quarter of 2027.

Until the transaction is complete, American Bank of Freedom customers are told to continue using their existing checks, debit and ATM cards, and online and mobile banking. First Mid says it does not anticipate American Bank of Freedom banking center closings or changes to hours. The combined network is expected to include branches and ATMs across Illinois, Iowa, Missouri, Texas and Wisconsin, plus a loan production office in Indiana.

Filing Explained

The combination remains proposed; this communication adds that American Bank of Freedom’s name is expected to change when the banks merge in the second quarter of 2027.

Key Figures

Expected transaction closing: First quarter of 2027 Expected bank merger: Second quarter of 2027 Volunteer hours: Over 20,000 hours +3 more

6 metrics

Expected transaction closing First quarter of 2027 Proposed combination of First Mid and Evergreen

Expected bank merger Second quarter of 2027 Merger of the banks

Volunteer hours Over 20,000 hours First Mid employees donated last year

Forbes America's Best Banks ranking #24 First Mid was recently named among America's Best Banks

Forbes Best Banks in Illinois ranking #2 First Mid was recently named among the Best Banks in Illinois

First Mid chartering year 1865 First Mid Bank & Trust states it has served communities since its chartering

Key Terms

customary closing conditions, registration statement on Form S-4, proxy statement/prospectus, safe harbor provisions

4 terms

customary closing conditions regulatory

"subject to customary closing conditions and required approvals"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

registration statement on Form S-4 regulatory

"will file a registration statement on Form S-4 with the SEC"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"a proxy statement of Evergreen that also constitutes a prospectus of First Mid"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

safe harbor provisions regulatory

"safe harbor provisions for forward-looking statements"

Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is FMBH's merger with Evergreen expected to close?

The transaction is expected to close in the first quarter of 2027, subject to customary closing conditions and required approvals. The bank merger is expected in the second quarter of 2027.

Will American Bank of Freedom branches close after the merger?

First Mid says it does not anticipate any American Bank of Freedom banking center closings. It also does not anticipate changes to branch hours.

What should American Bank of Freedom customers do before system integration?

Customers are told to continue using their existing checks, debit and ATM cards, and online and mobile banking. Any changes before system integration will be communicated to customers.

When will American Bank of Freedom's name change?

The bank's name will change when the banks merge in the second quarter of 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

Questions and Answers for our customers
concerning our recent merger announcement

Overview

On October 29, 2026, First Mid Bancshares, Inc. (First Mid) (NASDAQ: FMBH) and Evergreen Bancshares, Inc. and its subsidiary, American Bank of Freedom, were pleased to announce that American Bank of Freedom will become part of First Mid, headquartered in Mattoon, IL. The transaction to combine the organizations is expected to close in the first quarter of 2027 and the bank merger is expected in the second quarter of 2027, subject to customary closing conditions and required approvals. Combining our companies will increase your access to banking services through an expanded network of branch and ATM locations throughout Illinois, Iowa, Missouri, Texas, and Wisconsin, while also providing significant wealth management and insurance services. As we draw closer to the completion of this transaction, you will receive additional information about any changes to your current accounts which may affect you.

Until the transaction is complete, it is business as usual at American Bank of Freedom. You should continue to use your existing checks, debit/ATM cards, etc. Rest assured you will continue to receive the highest level of service in our banking centers, now and in the future.

We know you may have questions about this change; therefore, we are sharing some information with you that may be helpful. We are committed to keeping you informed about this process and how it may affect you. As always, you can call American Bank of Freedom at (636) 429-3033 with any questions or concerns.

Why are you doing this merger?

With each organization having legacies extending greater than a century, there are parallel rich histories of tradition, growth, and a deep commitment to the communities we serve. Placing customers first is at the core of the value system for both community banks. Together, through our shared values and collective resources, we will build on this strong foundation, expanding our products and services to better serve those who value and deserve the authentic community banking experience for generations to come.

Who is First Mid?

First Mid Bank & Trust, the oldest national bank in Illinois, has proudly served communities since its chartering in 1865. Recognized as one of the nation’s top-performing banks, First Mid was recently named by Forbes among America’s Best Banks (#24) and the Best Banks in Illinois (#2).

What will happen to the Bank Branch/ATM/Online Banking I currently use?

There are no changes to how you bank today. You should continue to use your existing checks, debit and ATM cards, and online and mobile banking as you do today. Prior to the system integration, any changes will be communicated to you. You will continue to receive the same high-quality service before and after the merger.

How does this merger benefit me?

First Mid has a like-minded focus on commitment to the communities it serves and is a fit both culturally and strategically for our customers, employees, and shareholders. The merger will create a larger organization that will strengthen the products and services available to our customers. In the future, you will enjoy a broader range of financial solutions including expanded ag, insurance, and investment services. The merger will increase your access to banking services through an expanded network of branch and ATM locations in Illinois, Iowa, Missouri, Texas, and Wisconsin, and a loan production office in Indiana.

Will banking centers be closing?

First Mid’s branch network is complementary with American Bank of Freedom’s branch network, and we do not anticipate any American Bank of Freedom banking center closings.

Will my branch hours be changing?

Prior to the merger, American Bank of Freedom and First Mid will continue to operate as separate businesses. We do not anticipate any change in our hours. If there are changes of any kind in the future, we will share that information with our customers well in advance.

Will this change your commitment to the community?

First Mid shares our commitment to community investment and community service. First Mid employees are encouraged and empowered to volunteer their time. Last year, First Mid employees donated over 20,000 volunteer hours to their communities.

Will the name of the bank change?

Yes, the name will change when the banks merge in Q2 2027.

How can I find out more about First Mid services?

As we get closer to the merger date, more information will be available to you. Until that time, you can learn more about First Mid by visiting www.firstmid.com or by following First Mid Bank & Trust on Facebook.

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 Avenue, 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. This document 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.