First Mid Bancshares to buy Evergreen for about $70.7M
First Mid Bancshares, Inc. (FMBH) agreed to acquire Evergreen Bancshares in a stock-and-cash transaction valued at approximately $70.7 million, based on First Mid’s October 27, 2026 closing price.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
First Mid Bancshares, Inc. (FMBH) agreed to acquire Evergreen Bancshares in a stock-and-cash transaction valued at approximately $70.7 million, based on First Mid’s October 27, 2026 closing price. Evergreen shareholders are to receive $5.20 in cash and 0.4081 First Mid shares per Evergreen share; aggregate consideration is expected to include approximately 1,109,690 First Mid shares and $14.1 million in cash.
Evergreen’s bank subsidiary, American Bank of Freedom, had approximately $932 million in total assets, $712 million in loans and $727 million in total deposits as of September 30, 2026. First Mid estimates approximately 5% accretion to 2028 earnings per share, approximately 0.5% tangible book value per-share dilution and an approximately 0.5-year earnback. It expects savings of approximately 33% of Evergreen’s noninterest expense, estimated at $7.6 million in 2027E.
Closing is expected in the first quarter of 2027, subject to regulatory and Evergreen shareholder approvals and other customary conditions. The bank merger and systems conversion are expected in the second quarter of 2027.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.2028 EPS accretion: approximately 5%, projected for the proposed transaction.
Negative
- None.
Filing Explained
The signed deal is pending approvals; if Evergreen’s closing equity is below $69,333,034, cash consideration falls first and the share exchange ratio may also fall.
First Mid has agreed to acquire Evergreen, but completion remains subject to regulatory and Evergreen shareholder approvals; the presentation estimates a pro forma ownership split of
Because the deal includes First Mid stock, issuing those shares would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.
If Evergreen’s closing equity is below
8-K Event Classification
Key Figures
Key Terms
Minimum Adjusted Net Worth financial
CET1 ratio financial
core deposit intangible financial
CECL “double count” financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Can the consideration in FMBH’s Evergreen deal be adjusted?
How will FMBH’s expected cost savings from Evergreen be phased in?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 |
Exhibit 99.1
First Mid Bancshares, Inc. Announces Acquisition of Evergreen Bancshares, Inc.
MATTOON, IL and WELLSVILLE, MO, October 29, 2026 (GLOBAL NEWSWIRE) – First Mid Bancshares, Inc. (NASDAQ: FMBH) (“First Mid”) and Evergreen Bancshares, Inc. (“Evergreen”), the parent company of American Bank of Freedom, announced the execution of a definitive agreement dated October 28, 2026 under which Evergreen will merge with First Mid in a stock and cash transaction, strengthening First Mid’s presence in St. Louis and along the I-70 corridor, expanding its Illinois franchise through Rochester, and establishing a full-service banking presence in the greater Indianapolis market.
American Bank of Freedom is headquartered in Wellsville, Missouri and operates 10 banking centers, including locations throughout the St. Louis metropolitan area and I-70 corridor, as well as banking centers in Rochester, Illinois and Westfield, Indiana. American Bank of Freedom also operates a loan production office in the Denver, Colorado area. 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. American Bank of Freedom traces its roots to 1880 and has a long history of relationship-driven community banking.
Under the terms of the agreement, First Mid will acquire 100% of the outstanding shares of Evergreen. Evergreen shareholders will receive 0.4081 shares of FMBH common stock plus $5.20 in cash for each share of Evergreen common stock. Based on First Mid’s closing price per share of $51.01 on October 27, 2026, the aggregate consideration to be paid by First Mid is approximately $70.7 million, subject to certain conditions and adjustments. The transaction is expected to be approximately 80% stock and 20% cash based on First Mid’s stock price at announcement.
The transaction is estimated to be approximately 5.0% accretive to earnings per share in 2028(1), inclusive of the anticipated impact from crossing $10 billion in assets. Estimated tangible book value per share dilution to First Mid is expected to be approximately 0.5%, with an earnback period of approximately 0.5 years(2). First Mid expects to achieve cost savings of approximately 33% of Evergreen’s noninterest expense, in addition to approximately $0.9 million of annual pre-tax savings from branch consolidation. First Mid expects to maintain a strong capital position following the transaction, with a pro forma CET1 ratio of approximately 13.6%.
“We are excited to welcome American Bank of Freedom’s employees, customers and shareholders to First Mid,” said Matthew Smith, President and Chief Executive Officer of First Mid. “We have known the organization and its leadership for many years, and we are honored to have been selected as their strategic partner. This transaction strengthens our presence in St. Louis and along the I-70 corridor, expands our Illinois franchise through Rochester, and establishes a full-service banking presence in the greater Indianapolis market. American Bank of Freedom has a long history of relationship-driven community banking and a strong commitment to its customers and communities, which aligns well with First Mid.”
“This is also an important step for First Mid as we continue to build scale and prepare our organization for growth above $10 billion in assets,” Smith continued. “We have made significant investments in our people, technology, risk management and operating infrastructure, and we believe the additional earnings and synergies from this transaction more than offset the incremental financial impact of operating above the $10 billion threshold while positively positioning First Mid for future opportunities.”
(1) Pro forma impact is presented for illustrative purposes only and is subject to change based on final purchase accounting entries. EPS accretion illustrated assuming no share buybacks, fully phased cost savings and excluding any restructuring charges or provision expense related to the CECL “double count”.
(2) The tangible book value per share (“TBVPS”) earnback is calculated using the crossover method. See slide presentation for purchasing accounting summary.
“We are pleased to partner with an organization that shares our commitment to community banking and strong customer relationships,” said Timothy Nash, President and Chief Executive Officer of American Bank of Freedom. “First Mid brings additional scale, capabilities and resources while maintaining the community-focused approach that has been important to American Bank of Freedom throughout our history. We believe this combination will create additional opportunities for our customers, employees and communities.”
Following completion of the transaction, American Bank of Freedom customers will have access to First Mid’s broader range of financial services, including wealth management, brokerage, agricultural services, treasury management and insurance, as well as increased lending capacity and a larger banking network.
The transaction has been unanimously approved by each company’s board of directors and is expected to close in the first quarter of 2027, subject to regulatory approvals, the approval of Evergreen’s shareholders and the satisfaction of customary closing conditions. The companies expect to complete the bank merger and systems conversion in the second quarter of 2027.
Stephens Inc. served as exclusive financial advisor to First Mid. ArentFox Schiff LLP served as legal advisor to First Mid. Keefe, Bruyette & Woods, A Stifel Company, served as exclusive financial advisor to Evergreen. Husch Blackwell served as legal advisor to Evergreen.
A slide presentation relating to the transaction can be accessed under the investor relations section of First Mid’s website at www.firstmid.com. In addition, the presentation is included as an exhibit to the Form 8-K filed with the Securities and Exchange Commission announcing the transaction.
About First Mid Bancshares, Inc.: First Mid Bancshares, Inc. (“First Mid”) is the parent company of First Mid Bank & Trust, N.A., First Mid Insurance Group, Inc., and First Mid Wealth Management Co. First Mid is a $9.4 billion community-focused organization that provides a full suite of financial services including banking, wealth management, brokerage, Ag services and insurance through a sizeable network of locations throughout Illinois, Iowa, Missouri, Texas and Wisconsin, and a loan production office in the greater Indianapolis area. Together, our First Mid team takes great pride in providing solutions and services to our customers and communities and has done so for more than 160 years. More information about the Company is available at www.firstmid.com.
About Evergreen Bancshares, Inc.: Evergreen Bancshares, Inc. is the parent company of American Bank of Freedom. Founded in 1880, American Bank of Freedom is a community bank headquartered in Wellsville, Missouri, with 10 banking centers serving communities throughout Missouri, Illinois and Indiana, as well as a loan production office in the Denver, Colorado area.
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 transaction. 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.
First Mid Investor Contact:
Austin Frank
SVP, Director of Investor Relations
217-258-5522
afrank@firstmid.com
Jordan Read
Chief Financial Officer and Chief Risk Officer
217-258-3528
jread@firstmid.com
Evergreen Investor Contact:
Melissa Springmeyer
EVP/Chief Operating Officer
636-745-3104
Mspringmeyer@myamericanbank.net
Exhibit 99.2
First Mid + Evergreen Bancshares October 29, 2026 Investor Contacts: Austin Frank Director of Investor Relations 217 - 258 - 5522 afrank@firstmid.com Jordan Read Chief Financial Officer & Chief Risk Officer 217 - 258 - 3528 jread@firstmid.com NASDAQ: FMBH 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 s tat ements regarding anticipated benefits, integration, timing, approvals, customer relationships, operating results, expenses, market c ond itions, credit quality, liquidity, loan and deposit activity, and other expectations regarding the combined business. First Mid intends for the se forward - looking statements to be covered by the safe harbor provisions for forward - looking statements contained in the Private Securitie s 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,” “ma y,” “should,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realiz ati on of those results is subject to many risks and uncertainties, including, among other things, the possibility that the anticipated benef its 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 fai lur e to satisfy conditions to completion of the proposed transactions, including failure to obtain required regulatory, shareholder and other ap provals; the failure of the proposed transactions to close for any other reason; the effect of the announcement of the proposed transactio ns on customer relationships and operating results; the possibility that the proposed transactions may be more expensive to complete than an tic ipated; 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 reporti ng requirements; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Re ser ve Board; the quality, composition and valuation of loan and investment portfolios; demand for loan products; deposit flows; competition; d ema nd 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 Mi d’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 For m 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. Disclosures 2
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 registrat ion statement will include a proxy statement of Evergreen that also constitutes a prospectus of First Mid, which will be sent to the shareh old ers 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 ch ar ge at the SEC’s website, www.sec.gov. These documents also can be obtained free of charge by accessing First Mid’s website at ww w.f irstmid.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, when available, these documents can be obtai ned free of charge from First Mid upon written request to First Mid Bancshares, PO Box 499, Mattoon, IL 61938, Attention: Investor Relat ion s; or from Evergreen upon written request to Evergreen Bancshares, Inc., 1701 Macklind Avenue, St. Louis, MO 63110, Attention: Chief Fi nan cial 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 e mpl oyees, 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 transa cti ons, by security holdings or otherwise, will be included in the proxy statement/prospectus when it becomes available. Investors may obtain add iti onal information regarding the interests of such participants in the proposed transactions by reading the proxy statement/prospect us 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 b e a ny 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. Disclosures 3
Overview of Evergreen Bancshares, Inc. American Bank of Freedom: Relationship - Driven Community Banking in the St. Louis Region Complementary Branch Footprint Bank - Level Financial Highlights Source: S&P Global Market Intelligence. Financial data as of, or for the three months ended September 30, 2026. Note: Evergreen's Denver, CO loan production office is excluded from the branch count and is not reflected on the map. St. Louis, MO - IL Indianapolis, IN Rockford, IL Des Moines, IA Peoria, IL Burlington, IA - IL Mattoon, IL Decatur, IL Carbondale, IL Iowa City, IA TX Grapevine ■ Founded in 1880 ■ Headquartered in Wellsville, MO $9 32M Total Assets $7 27M Deposits $ 712M Gross Loans 0.72% ROAA 69% Efficiency Ratio 3.31% NIM 9.9% TCE/TA 0.26% NCOs / Avg. Loans 1.06% NPAs / Assets 4 FMBH (88) FMBH LPO (1) Evergreen (10) ✓ Relationship - Driven Commercial Franchise 140+ year legacy with deep community ties and seasoned leadership ✓ Expands Our St. Louis & I - 70 Footprint Adds density and scale in the St. Louis MSA ✓ Establishes a Full - Service Indianapolis Presence Builds on the existing LPO with a branch location ✓ Manageable Way To Cross $10B Pro forma earnings more than offset incremental costs and positions for future growth ✓ Low - Risk, In - Market Integration Disciplined credit culture and a tenured deposit base
Strategically Enhances Scale & Positions First Mid for $10B+ Strategically Compelling ■ Deepens FMBH’s St. Louis and I - 70 corridor presence while expanding into Indianapolis with a full - service branch alongside the e xisting LPO ■ Cultural alignment across commercial banking capabilities with established customer relationships ■ Opportunity to deliver First Mid’s broader wealth, treasury management, and insurance capabilities across American’s customer ba se ■ Size and market familiarity reduce execution and integration risks Prepared to Cross $10B ■ Provides a deliberate path through the $10 billion asset threshold with incremental earnings, scale, and franchise diversific ati on ■ First Mid has proactively invested in the people, technology, risk management, compliance, and governance infrastructure requ ire d to operate above $10 billion ■ Recent core conversion and integration investments support a scalable operating platform for the combined franchise ■ Transaction earnings and identified synergies more than offset the financial impact of crossing $10 billion and position Firs t M id for future growth opportunities Financially Attractive (1) ■ Disciplined pricing at 1.10x TBV and 67% pay - to - trade for a strategically complementary franchise ■ Approximately 5% EPS accretion in 2028E, inclusive of the modeled Durbin phase - in ■ Minimal TBV dilution of approximately 0.5% with an approximately 0.5 year earnback ■ Maintains strong pro forma capital, with CET1 of approximately 13.6% and flexibility to support future growth Source: S&P Global Market Intelligence; FactSet ; C ompany D ocuments. Financial data as of September 30, 2026. (1) Pricing is based on market data as of 10/27/26; Pro forma impact is presented for illustrative purposes only and is subject t o c hange based on final purchase accounting entries. 5
Attractive, Complementary Markets 1 0 Branches 8 2 % Deposits in St. Louis Region 3 Full - Service States St. Louis Metro Des Peres · Rock Hill · O'Fallon I - 70 Corridor Wright City · Warrenton · Montgomery City · Wellsville · Middletown Springfield, IL Area Rochester 3 Branches $30 8 M Deposits 42% % of Franchise 10 % '26 – '31 HHI Δ $ 99 k Median HHI 5 Branches $ 293 M Deposits 40 % % of Franchise 10 % '26 – '31 HHI Δ $ 80 k Median HHI 1 Branch $1 1 8M Deposits 16 % % of Franchise 9 % '26 – '31 HHI Δ $ 80 k Median HHI 1 Branch $17M Deposits 2% % of Franchise 12 % '26 – '31 HHI Δ $ 87 k Median HHI Source: S&P Global Market Intelligence ; FDIC Summary of Deposits as of June 30, 2026 . Note: Evergreen's Denver, CO loan production office is excluded from the branch count. Indianapolis Metro Westfield 6
NIB 18% IB Demand, Savings & MMDA 58% Retail TD (≤$250k) 17% Jumbo TD (>$250k) 7% NIB 6% IB Demand, Savings & MMDA 37% Retail TD (≤$250k) 51% Jumbo TD (>$250k) 6% NIB 19% IB Demand, Savings & MMDA 60% Retail TD (≤$250k) 13% Jumbo TD (>$250k) 7% Const. & Land 7% Resi. RE 12% CRE (OO) 12% CRE (NOO) 29% Multi. 6% C & I 20% Farm & Ag. 11% Cons. & Other 4% Const. & Land 18% Resi. RE 22% CRE (OO) 9% CRE (NOO) 28% Multi. 11% C & I 9% Farm & Ag. 1% Cons. & Other 2% Const. & Land 6% Resi. RE 11% CRE (OO) 12% CRE (NOO) 29% Multi. 6% C & I 21% Farm & Ag. 12% Cons. & Other 4% Pro Forma Loan & Deposit Composition Loan Composition Deposit Composition $6. 8B Total Loans Yield on Loans: 6 .01 % | CRE/TRBC: 272% $7.6 B Total Deposits Cost of Deposits: 1.74% | Core: 88% Loans / Deposits: 9 0% $0.7 B Total Loans Yield on Loans: 6.95% | CRE/TRBC: 378% $0.7 B Total Deposits Cost of Deposits: 3.08% | Core: 87% Loans / Deposits: 9 8 % Pro Forma $7.6 B Total Loans Yield on Loans: 6.10% | CRE/TRBC: 282% $8.3 B Total Deposits Cost of Deposits: 1.86% | Core: 88% Loans / Deposits: 9 1% Source: S&P Global Market Intelligence ; C ompany D ocuments. Note: Excludes purchase accounting and transaction related adjustments . Note: CRE/TRBC ratios are bank - level regulatory data as of September 30, 2026. Note : Core deposits defined as total deposits less time deposits greater than $250 thousand and brokered deposits of $250 thousan d o r less. Note : FMBH loan yield, deposit cost, and deposit composition are based on BHC GAAP data as of September 30, 2026. FMBH loan compo sit ion is based on bank - level regulatory data as of September 30, 2026. Note : American Bank of Freedom loan yield, deposit cost, and loan / deposit composition are based on bank - level regulatory data as o f September 30, 2026. 7
Transaction Summary Structure & Consideration⁽¹⁾ • Aggregate transaction value of approximately $ 70.7 million • 0.4081 FMBH shares plus $5.20 in cash for each Evergreen share outstanding • Implied consideration mix of approximately 80% stock / 20% cash consideration • Pro forma ownership of approximately 96% FMBH / 4% Evergreen Valuation⁽¹⁾ • Price / Tangible Book Value: 1. 10 x • Price / 2027E Earnings + Fully Phased - In Cost Savings: 6. 2 x • Pay - to - Trade⁽²⁾: 6 7 % • Core Deposit Premium: 1.3 % Cost Savings & Synergies • ~33% of Evergreen's noninterest expense ⁽³⁾ ($7.6 million in 2027E); 75% realized in 2027 and 100% realized thereafter • ~$0.9 million of additional annual pre - tax savings from pro forma branch consolidation; 50% realized in 2027 and 100% realized thereafter Credit Mark • Gross credit mark of ~$11.8 million, or ~1.6 5 % ; no CECL “double count” Purchase Accounting & Fair Value Marks (pre - tax) • AFS securities mark of ~$9.4 million accreted over 6 years straight - line (no impact to tangible common equity at close) • Loan interest rate mark of ~$ 8.9 million accreted over 4 years straight - line • Core deposit intangible equal to 2.0% of non - time deposits, amortized over 10 years sum - of - years - digits Transaction Costs • ~$13.8 million pre - tax , fully reflected in pro forma TBV dilution at closing Other Considerations • Assumes Durbin impact begins in 2028 (50% phased - in 2028 and 100% thereafter); 45% / 50% reduction to FMBH / Evergreen interchange income • Targeted closing in 1Q 2027; subject to customary regulatory approvals and Evergreen shareholder approval Pro Forma Financial Impacts ~ 5 % 2028E GAAP EPS Accretion ~ 7 % 2028E EPS Accretion (ex. Durbin) Minimal TBVPS Dilution at Close ~0.5 year TBVPS Earnback (Years, Crossover) ~ 1.4 % 2028E Pro Forma ROAA ~1 4.2 % 2028E Pro Forma ROA TCE ~9. 1 % Pro Forma TCE / TA at Closing ~13. 6 % Pro Forma CET1 Ratio at Closing Earnings • FMBH: Median consensus net income estimates through 2027, 5% growth thereafter • Evergreen: Projected net income of $5.5 million in 2027 and $6.7 million in 2028, with 5% annual growth thereafter 8 Source: Company Documents; S&P Global Market Intelligence; FactSet. Note: FMBH and Evergreen financial data as of September 3 0, 2026. (1) Based on FMBH closing price of $51.01 as of 10/27/26 and 2,719,161 Evergreen shares outstanding. (2) Transaction Price / TBV divided by FMBH's standalone Price / TBV. (3) Excludes amortization of intangibles.
Thorough Due Diligence Process First Mid is a proven, experienced and disciplined acquirer with this being the 8 th whole bank acquisition in the past 10 years. First Mid has a comprehensive transaction process spanning diligence, modeling, employee engagement, closing and integration Credit Review Coverage 7 4 % of loans reviewed Commercial portfolio 76 % NOO CRE 83 % Construction & land development 86 % Criticized & classified > $ 500 k 100 % Nonaccrual loans & NPAs > $500k 100% Top 25 relationships 100% Due Diligence Focus Areas ✓ Credit & SBA Lending ✓ Legal, Regulatory & Audit ✓ Accounting, Tax & Capital ✓ Finance & Balance Sheet ✓ Risk Management & Compliance ✓ HR, Benefits & Key Talent ✓ Commercial & Relationship Banking ✓ Retail Banking & Products ✓ Vendor Management & Contracts ✓ IT, Data Processing & Cyber ✓ Operations ✓ $10B Readiness ✓ Deposit Stability (Top Relationships) ✓ Cultural Alignment 9
Experienced Acquirer 11 Transactions Since 2015 8 Whole - Bank Acquisitions ~ $7 B Assets Acquired ~$ 8 00 M Aggregate Disclosed Transaction Value 2015 Old National Branches Assets: $441M Branches: 12 2016 First Clover Leaf Whole Bank Assets: $659M Branches: 7 2018 First BancTrust Whole Bank Assets: $475M Branches: 7 2018 SCB Bancorp Whole Bank Assets: $458M Branches: 10 2020 Stifel Loan Book & Team $183M loans Branches: — 2021 LINCO / Providence Whole Bank Assets: $1.2B Branches: 14 2021 Stifel Loan Book & Team $208M loans Branches: — 2022 Delta / Jefferson Whole Bank Assets: $718M Branches: 5 2023 Blackhawk Whole Bank Assets: $1.3B Branches: 10 2026 Two Rivers Whole Bank Assets: $1. 2 B Branches: 14 2027 Evergreen Whole Bank Assets: $0.9 B Branches: 10 Note: Aggregate acquisition metrics include pending Evergreen acquisition. Note: Evergreen's Denver, CO loan production office is excluded from the branch count. 10
Appendix Appendix 11
TBV Dilution and Pro Forma EPS Reconciliation Note : Pro forma metrics projected to an assumed 3/31/27 closing based on financial data as of 9/30/26; market data as of 10/27/26 ( FMB H closing price of $51.01). Totals may not foot due to rounding. (1) Tangible book value per share defined as total shareholders' equity less goodwill and other intangible assets divided by end of period shares outstanding. (2) Based on assumptions as of announcement date; subject to change at transaction closing. See Goodwill & Other Intangible Asset Re cognition. (3) Estimated fair value marks accreted back through earnings on a straight - line basis over 4 years (loans) and 6 years (AFS securit ies). (4) Amortization of core deposit intangible created (sum - of - years - digits over 10 years), net of DTL and the reversal of Evergreen's existing CDI amortization. $ and shares in millions, except per share $ and shares in millions, except per share Tangible Book Value Per Share Impact $ millions Shares$ Per Share EPS Reconciliation Build 2027E 2028E FMBH tangible book value per share as of 9/30/26 ⁽¹⁾ $827 26.6 $31.09 FMBH net income $133.6 $140.3 (+) Consensus earnings prior to close (4Q'26 - 1Q'27) $65 Evergreen net income 4.2 6.7 (–) Dividends prior to close ($14) After-tax transaction adjustments (+) Amortization of existing intangibles $7 Cost savings & branch consolidation 3.6 6.9 FMBH standalone tangible book value per share at close $885 26.6 $33.27 Accretion of fair value marks ⁽³⁾ 2.2 2.9 Pro Forma Merger Adjustments Intangibles amortization, net ⁽⁴⁾ (0.6) (0.7) (+) Stock issued to Evergreen shareholders $57 1.1 Durbin impact (FMBH and Evergreen interchange) – (2.9) (–) Goodwill & intangibles created ⁽²⁾ ($18) Other adjustments 0.0 0.4 (–) After-tax FMBH one-time charges ($6) FMBH pro forma net income $143.0 $153.5 FMBH pro forma tangible book value per share at close $917 27.7 $33.11 FMBH weighted average diluted shares outstanding 26.6 26.6 ($) Accretion / (dilution) to FMBH ($0.17) Shares issued to Evergreen 0.8 1.1 (%) Accretion / (dilution) to FMBH (0.5%) Pro forma weighted average diluted shares outstanding 27.4 27.7 Pro forma earnings per share $5.21 $5.54 Goodwill & Other Intangible Asset Recognition $ millions FMBH standalone EPS $5.02 $5.27 Aggregate merger consideration $71 $ – EPS accretion / (dilution) to FMBH $0.19 $0.27 Evergreen common equity at close $72 % – EPS accretion / (dilution) to FMBH 3.8% 5.0% (–) Existing goodwill & intangibles ($5) (–) After-tax Evergreen one-time charges ($4) Memo: Excluding Durbin Impact (–) Net credit mark (gross mark less ACL reversed) ($2) Pro forma EPS excluding Durbin $5.21 $5.65 (–) Loan interest rate mark ($9) % – EPS accretion excluding Durbin 3.8% 7.0% (+) Net DTA on fair value adjustments $3 Adjusted tangible book value at closing $54 Excess over adjusted tangible book value $16 (–) Core deposit intangible created ($6) (+) DTL on core deposit intangible $1 Goodwill created $12 Goodwill & intangibles created $18 12