First Mid (FMBH) wins Two Rivers vote, targets Feb. 28, 2026 merger close

Rhea-AI Filing Summary

First Mid Bancshares, Inc. reports that stockholders of Two Rivers Financial Group, Inc. have approved their previously announced merger. Two Rivers will merge into a First Mid subsidiary, making it a wholly owned company within the group.

The merger is expected to close on February 28, 2026, subject to customary closing conditions in the merger agreement. The companies also highlight numerous risk factors that could delay or prevent completion, including integration challenges, regulatory and economic changes, and potential impacts on customer relationships.

Insights

Bank M&A and regulatory analyst

Two Rivers stockholder approval advances First Mid’s planned acquisition but closing still depends on remaining conditions.

First Mid Bancshares, Inc. has secured stockholder approval from Two Rivers Financial Group, Inc., a key milestone for their merger. Two Rivers will be merged into a wholly owned First Mid subsidiary, which typically expands the acquirer’s footprint and customer base once completed.

The companies state that closing is anticipated on February 28, 2026, but emphasize that it remains subject to customary conditions in the merger agreement. They outline a broad set of risks, including integration complexity, potential higher-than-expected costs, and macro factors such as interest rates, regulation, and general economic conditions.

Because timing and ultimate completion still depend on these conditions, the actual impact will become clearer after the targeted February 28, 2026 closing date or in subsequent disclosures if the schedule or terms change.

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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):

February 25, 2026

FIRST MID BANCSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36434	37-1103704
(State of 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 8.01. Other Events.

As previously announced, on October 29, 2025, First Mid Bancshares, Inc. ( “First Mid”) and Star Sub LLC, a newly formed Iowa limited liability company and wholly-owned subsidiary of First Mid (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Two Rivers Financial Group, Inc., an Iowa corporation (“Two Rivers”), pursuant to which, among other things, First Mid agreed to acquire 100% of the issued and outstanding shares of Two Rivers pursuant to a business combination whereby Two Rivers will merge with and into Merger Sub, whereupon the separate corporate existence of Two Rivers will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of First Mid (the “Merger”).

On February 24, 2026, at a special meeting of the stockholders of Two Rivers, Two Rivers’ stockholders voted to approve the Merger. Subject to the satisfaction of customary closing conditions in the Merger Agreement, the Merger is anticipated to be completed on February 28, 2026.

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; 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.

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: February 25, 2026

By: /s/ Joseph R. Dively

Joseph R. Dively

Chairman and Chief Executive Officer

FAQ

What did First Mid Bancshares (FMBH) announce about the Two Rivers merger?

First Mid Bancshares announced that stockholders of Two Rivers Financial Group approved their planned merger. Two Rivers will merge into a wholly owned First Mid subsidiary under the existing merger agreement, advancing the transaction toward completion, subject to remaining customary closing conditions.

When is the First Mid–Two Rivers merger expected to close?

The merger between First Mid and Two Rivers is anticipated to be completed on February 28, 2026. This expected closing date depends on satisfying the remaining customary conditions specified in the merger agreement, including any required regulatory and operational steps before completion.

What structure will the First Mid (FMBH) and Two Rivers transaction take?

The transaction is structured so that Two Rivers will merge with and into Star Sub LLC, a wholly owned First Mid subsidiary. After the merger, Two Rivers will cease to exist as a separate corporation, and Star Sub will continue as the surviving company within First Mid’s corporate group.

What approvals have been obtained so far for the First Mid–Two Rivers deal?

Two Rivers stockholders approved the merger at a special meeting held on February 24, 2026. This follows the previously signed merger agreement between First Mid, Star Sub LLC, and Two Rivers, and represents a key step toward closing, subject to customary remaining conditions.

What risks and uncertainties are mentioned for the First Mid–Two Rivers merger?

The companies cite risks that expected benefits may not be realized, integration could be delayed or more costly, or closing conditions may not be satisfied. They also highlight broader risks, including interest-rate changes, economic conditions, regulatory changes, and potential effects on customer relationships and operating results.

How will Two Rivers be positioned within First Mid after the merger closes?

Upon completion of the merger, Two Rivers will no longer exist as a separate corporation and will be combined into Star Sub LLC. Star Sub will remain as the surviving company and a wholly owned subsidiary of First Mid, consolidating the acquired operations under First Mid’s ownership.

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