First Mid Bancshares Inc. SEC Filings

First Mid Bancshares (FMBH) furnished an update on its business, providing a press release and investor presentation covering results as of and for the quarter ended September 30, 2025. These materials were furnished under Item 2.02 and are not deemed filed under the Exchange Act.

The filing includes standard forward-looking statements and disclosures regarding a proposed merger with Two Rivers. First Mid plans to file an S-4 registration statement that will include a proxy statement/prospectus for Two Rivers shareholders. The communication explicitly states it is not an offer or solicitation.

First Mid Bancshares (FMBH) entered into a definitive agreement to acquire Two Rivers Financial Group in a stock-for-stock merger. Each Two Rivers share will convert into 1.225 shares of First Mid common stock, with cash paid in lieu of fractional shares, subject to customary adjustments. On an aggregate basis, the consideration is approximately 2,556,140 First Mid shares. Two Rivers’ outstanding equity awards will fully vest at closing.

Following completion, Two Rivers Bank & Trust is expected to merge into First Mid Bank & Trust, N.A., and its offices will become First Mid branches. As of September 30, 2025, Two Rivers Bank reported $1.1 billion in assets, $901 million in loans, and $988 million in deposits. The merger is anticipated to close in Q1 2026, subject to regulatory approvals and the approval of Two Rivers shareholders, with certain directors and officers of Two Rivers having entered voting agreements. First Mid plans to file a Form S-4, which will include a proxy statement/prospectus for Two Rivers shareholders.

First Mid Bancshares (FMBH) announced a definitive merger agreement to acquire Two Rivers Financial Group through a stock-for-stock transaction. Each Two Rivers common share will convert into 1.225 shares of First Mid common stock, with cash paid in lieu of fractional shares, subject to potential adjustments. On closing, First Mid expects to issue approximately 2,556,140 shares to Two Rivers shareholders and equity award holders.

Following the parent-company merger, Two Rivers Bank & Trust is expected to merge into First Mid Bank & Trust, N.A., and its offices will become First Mid branches. As of September 30, 2025, Two Rivers Bank reported $1.1 billion in total assets, $901 million in loans, and $988 million in total deposits. The deal is targeted to close in the first quarter of 2026, pending regulatory approvals and Two Rivers shareholder approval. Certain Two Rivers directors and officers have signed voting agreements supporting the merger.

Robert S. Cook, a director of First Mid Bancshares, Inc. (FMBH), reported a non-derivative acquisition on 10/02/2025 of 364.3139 shares of common stock at a price of $37.08 per share. The filing states these shares were bought under the company’s Deferred Compensation Plan. The Form 4 also lists Mr. Cook’s other beneficial holdings across accounts: 6,085.9313 shares held indirectly via deferred comp after the purchase, 17,022 shares directly disposed of earlier, and additional indirect holdings including 11,980 (custodian for children), 6,106 (IRA), 13,814 (LLC), and 244 (spouse). The form was signed by an attorney-in-fact on 10/03/2025.

Mary Westerhold, a director of First Mid Bancshares, Inc. (FMBH), reported an open-market acquisition of 360.9093 shares of the issuer's common stock on 10/02/2025 at a reported price of $37.0769 per share under the company's Deferred Compensation Plan. The Form 4 shows the reporting person holds additional securities indirectly through an IRA, three LLCs, trusts, a spouse's IRA, and a deferred compensation account; some positions were disclosed as acquired and one line shows a disposition of 2,900 shares.

The filing clarifies that certain holdings reflect transactions not required to be reported under Section 16, that the reporting person is a co-manager or co-trustee for some entities, and that she disclaims beneficial ownership of trust-held shares except to the extent of pecuniary interest.

FIRST MID BANCSHARES, INC. (FMBH) director Zachary Horn reported transactions on 10/02/2025. Mr. Horn acquired 326.8615 common shares at a price of $37.0769 under the company’s Deferred Compensation Plan and disposed of 5,940.7487 common shares the same reporting period. After these transactions he is reported to beneficially own 7,395.218 shares indirectly through the Deferred Compensation Plan. The filing was signed by an attorney-in-fact on 10/03/2025.

James Edwin Zimmer, a director of First Mid Bancshares, Inc. (FMBH), reported transactions on 10/02/2025. He acquired 343.8852 shares of Common Stock at $37.0769 per share through the company’s Deferred Compensation Plan. Following that acquisition the filing shows 17,391.1968 shares held indirectly under the plan. The Form 4 also reports a disposition of 5,189.1773 shares and 4,050 shares held directly via an IRA. The report was signed by an attorney-in-fact on 10/03/2025. The filing discloses routine insider activity tied to compensation arrangements rather than a one-off market purchase or sale.

James Kyle McCurry, a director of First Mid Bancshares, Inc. (FMBH), reported transactions on 10/02/2025. The Form 4 shows an acquisition of 340.4807 shares of common stock at a price of $37.0769 per share, recorded as indirect ownership by the company’s Deferred Compensation Plan. The filing also lists a disposition of 5,482.5668 shares. The filing is signed by an attorney-in-fact on 10/03/2025, and includes an explicit explanation that the acquired shares were purchased as part of the plan’s planned quarterly purchase.

Eric S. McRae, Executive Vice President and Chief Lending Officer of First Mid Bancshares, Inc. (FMBH), reported an acquisition on 10/02/2025. He acquired 95.7706 shares of the issuer's common stock at a price of $37.0769 per share through the company's Deferred Compensation Plan, increasing the holdings held in that plan to 8,015.7047 shares. The Form 4 also reports Mr. McRae's other holdings: 31,648.111 shares directly, 4,501.2901 shares indirectly via a 401(k) plan, and 2,601.8228 shares indirectly via an IRA. The filing is signed by an attorney-in-fact, Matthew K. Smith, on 10/03/2025.