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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): April 29, 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)
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2026, First Mid Bancshares, Inc. (the “Company”) announced a planned leadership transition as part of its long-term succession planning process. Effective July 1, 2026, Matthew K. Smith will become Chief Executive Officer and President of the Company and its subsidiary, First Mid Bank & Trust, N.A., and will be appointed to the Company’s Board of Directors (the “Board”). In connection with the succession plan, Joseph R. Dively will transition from Chief Executive Officer to Executive Chair of the Company and remain Chairman of the Board.
Mr. Smith, age 52, has served as President of the Company since June 24, 2025. He served as Executive Vice President of the Company from November 2016 to June 2025 and Chief Financial Officer from July 2017 to June 2025. He served as Director of Finance from November 2016 to July 2017. He was Treasurer and Vice President of Finance and Investor Relations with a publicly traded data and telecom company from 1997 to 2016. In addition to serving on the Board of the Company effective July 1, 2026, Mr. Smith serves on the Boards of the following Company’s subsidiaries: First Mid Bank & Trust, NA(effective July 1, 2026), First Mid Insurance Group, Inc., and First Mid Wealth Management Company. Effective July 1, 2026, Mr. Smith will also serve on the Risk Committee of the Board.
On April 29, 2026, the Board of the Company approved an Executive Employment Agreement entered into between the Company and Matthew K. Smith effective July 1, 2026 and will continue until December 31, 2027, under which Mr. Smith agrees to serve as Chief Executive Officer of the Company (the "Smith Agreement"). Thereafter, unless employment with the Company has been previously terminated, the Smith Agreement shall renew automatically for 1-year terms on each annual anniversary. Under the Smith Agreement, Mr. Smith will receive an annual base salary of $425,000 and will participate in the Company’s Incentive Compensation Plan, the Long-Term Incentive Plan, and the Deferred Compensation Plan. The Smith Agreement also provides Mr. Smith with severance benefits in the event of the termination of his employment under certain circumstances and contains certain confidentiality, non-competition and non-solicitation provisions. The foregoing description of the Smith Agreement is not complete and is qualified in its entirety by reference to the full text of the Smith Agreement, which is filed as Exhibit 10.1 and is incorporated by reference herein.
There are no related party transactions involving Mr. Smith that are reportable under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On April 29, 2026, the Company issued a press release with respect to the leadership transition described above. The full text of the press release is furnished with this Current Report on Form 8–K as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8–K, the information set forth in this Item 7.01 of this current report on Form 8–K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8–K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
| Exhibit No. | | Description |
| | | |
| 10.1 | | Employment Agreement between the Company and Matthew K. Smith, effective July 1, 2026 | | |
| 99.1 | | Press Release, dated April 29, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | FIRST MID BANCSHARES, INC. |
| | | |
| | | |
| Date: April 29, 2026 | By: | /s/ Joseph R. Dively |
| | | Joseph R. Dively |
| | | Chairman and Chief Executive Officer |
| | | |
EXHIBIT 99.1
First Mid Names Matt Smith CEO and President; Joe Dively to Transition to Executive Chairman as Part of Planned Succession
MATTOON, Ill., April 29, 2026 (GLOBE NEWSWIRE) -- First Mid Bancshares, Inc. (NASDAQ: FMBH) (“First Mid”) today announced a leadership transition as part of its long-term, board-led succession planning process. Effective July 1, 2026, Matthew K. Smith, President of the Company, will become Chief Executive Officer and President of First Mid and its subsidiary, First Mid Bank & Trust, N.A., and will be appointed to the Company’s Board of Directors. Joseph R. Dively, Chairman and Chief Executive Officer, will transition to Executive Chairman of the Board.
The decision follows a comprehensive, multi-year process led by the Board of Directors to identify the right leader to guide First Mid forward while maintaining the culture, strategy, and performance that define the Company.
Smith joined First Mid in 2016 as Chief Financial Officer and was named President in June 2025. In those roles, he has helped shape the Company’s financial strategy, capital planning, and merger and acquisition activity, playing a key role in its expansion. During his tenure, First Mid has grown from approximately $2.8 billion to $9.3 billion in total assets, driven by both strategic initiatives and organic performance.
A Certified Public Accountant (CPA), Smith holds undergraduate and graduate degrees in finance, business administration, and accounting, and has completed executive leadership programs and the Graduate School of Banking. He is actively engaged in the communities First Mid serves.
“I am honored to step into this role and build on the foundation established under Joe’s leadership,” said Smith. “First Mid’s priorities remain unchanged – serving our customers exceptionally well, supporting our communities with purpose, managing risk with discipline, and deploying capital where it generates the highest long-term return for shareholders.”
Dively has served as Chairman and Chief Executive Officer of First Mid Bancshares, Inc. since January 1, 2014, and has been a Director since 2004. He previously served as Senior Executive Vice President of First Mid Bancshares, Inc. and President of First Mid Bank & Trust from May 2011 to December 2013.
Over the course of his tenure, Dively has led First Mid through a period of substantial growth and diversification across its business lines, expanding the Company’s footprint and broadening its revenue base. Early in his leadership, he helped guide the decision to list on the Nasdaq, providing greater access to capital and supporting the Company’s ability to pursue acquisitions. His leadership has emphasized long-term relationships, disciplined expansion, and investment in the people and communities First Mid serves. He has fostered a strong culture and an engaging work environment, helping the Company earn multiple Top Workplaces recognitions. Under his direction, First Mid has delivered consistent financial results while remaining committed to its community banking model, reinforcing its position as a trusted financial institution.
“This reflects a well-planned leadership transition and the depth of the team we’ve built,” said Dively. “Matt and I have worked closely together for the past decade, and he has played a significant role in shaping First Mid into the company it is today. He has built strong relationships across our organization and with our investors and partners, and I have full confidence in his leadership as he steps into this role. I look forward to continuing to work with him in the years ahead.”
As Executive Chairman, Dively will continue to lead the Board’s strategy, governance, and oversight, while retaining primary responsibility for First Mid’s mergers and acquisitions strategy and related relationships. He will partner with Smith on these efforts, ensuring alignment and sustained momentum as the Company continues to pursue new opportunities.
Supported by an experienced leadership team that has been intentionally built over time, this transition underscores First Mid’s commitment to disciplined succession planning, strong governance, and continuity in how the Company serves its customers, communities, and shareholders.
First Mid provides comprehensive financial services including banking, insurance, wealth management, brokerage, and ag services through its operating subsidiaries First Mid Bank & Trust, First Mid Insurance Group, and First Mid Wealth Management. More information about First Mid is available at www.firstmid.com.
About First Mid Bancshares, Inc.: First Mid Bancshares, Inc. is the parent company of First Mid Bank & Trust, N.A., First Mid Insurance Group, First Mid Wealth Management Company, and Two Rivers Bank & Trust. First Mid is a $9.3 billion community-focused organization that provides financial services including banking, insurance, wealth management, brokerage, and ag services through a network of locations in Illinois, Iowa, Missouri, Texas, and Wisconsin, and a loan production office in Indiana. Together, our First Mid team takes great pride in providing solutions and services to our customers and communities and has done so since 1865. More information about the Company is available on our website at www.firstmid.com. Our stock is traded in The NASDAQ Stock Market LLC under the ticker symbol “FMBH”. Member FDIC | Equal Housing Lender.
Investments and Insurance Products: Not a Deposit | Not Guaranteed by the Bank or its Affiliates | Not FDIC Insured | Not Insured by Any Federal Government Agency | May Go Down in Value.
Media Contact:
media@firstmid.com
