On January 29, 2026, the Company issued a press release to report its results of operations
and financial condition as of and for the quarter ended December 31, 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.
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 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 filed a registration statement on Form S-4 with the SEC on December 23, 2025,
which as amended, was declared effective on January 16, 2026. The registration statement includes a proxy statement of Two Rivers
that also constitutes a prospectus of First Mid. 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 were 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 was mailed to the shareholders
of Two Rivers on January 23, 2026.
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 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.
