Item 2.02. Results of Operations and Financial Condition.
On October 30, 2025, the Company issued a press release to report its results
of operations and financial condition as of and for the quarter ended September 30, 2025. A copy of this press release is included in
Exhibit 99.1 to this Form 8-K and incorporated into this item 2.02 by reference. A copy of the investor presentation for the quarter ended
September 30, 2025 is included in Exhibit 99.2 to this Form 8-K and incorporated into this item 2.02 by reference.
The information furnished pursuant to this Item 2.02 and the related
exhibits shall not be deemed "filed" by First Mid for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or incorporated by reference in any filing under the Securities Act of 1933, as amended (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 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 and Two Rivers
intend 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 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; and 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,
First Mid and Two Rivers 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. Two Rivers shareholders are
urged to read the proxy statement/prospectus when it becomes available, which will contain important information about First Mid, Two
Rivers and the proposed transaction, 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 Two Rivers upon written
request to Two Rivers Financial Group, Inc., 222 North Main St., Burlington, IA 52601-5214, Attention: Andrea Gerst, CFO. 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 by 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.
