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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):
July 15, 2026
FIRST MID BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
0-13368 |
37-1103704 |
| (State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
| of Incorporation) |
|
Identification No.) |
| 1421 CHARLESTON AVENUE |
|
| MATTOON, IL |
61938 |
| (Address of Principal Executive Offices) |
(Zip Code) |
(217) 234-7454
(Registrant’s Telephone Number, including Area Code)
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 (17CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
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. ☐
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 |
Item 1.01 Entry into a Material Definitive Agreement.
On July 10, 2026, First Mid Bancshares, Inc. (the “Company”) executed a Promissory
Note with Bankers’ Bank (the “Lender”), in the original principal amount of $19,709,626.03 (the “Note”).
The Note was issued pursuant to the Company’s existing Business Loan Agreement with the Lender, which was previously disclosed in
the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 15, 2026.
The Note bears interest at a fixed rate of 6.125% per annum, calculated on a 365/360 basis.
The Company is required to make 38 regular monthly payments of $161,204.52, beginning July 28, 2026, followed by an estimated final balloon
payment of $17,313,274.55 due on September 28, 2029, at which time all unpaid principal and accrued interest will be due and payable.
The Note may be prepaid in whole or in part without penalty.
The Note refinances, and does not satisfy or discharge, a prior note dated September 28, 2022,
which the Company assumed and which was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on March 2, 2026.
The Note is secured by a Negative Pledge and Negative Assignment Agreement, dated July 10, 2026,
between the Company and Lender, with respect to 100% of the issued and outstanding capital stock of First Mid Bank & Trust, National
Association, the Company’s wholly owned bank subsidiary.
The foregoing description of the Note does not purport to be complete and is qualified in its
entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | |
Description |
| 10.1 | |
Promissory Note, dated July 10, 2026, by and between First Mid Bancshares, Inc. and Bankers’ Bank. |
| 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.
Dated: July 15, 2026
By: /s/ Matthew K. Smith
Matthew K. Smith
President and Chief Executive Officer
