First Mid Bancshares Inc. SEC Filings

First Mid Bancshares is registering up to 2,556,140 shares of common stock to complete its stock‑for‑stock acquisition of Two Rivers Financial Group. Two Rivers shareholders are asked to approve a merger where each Two Rivers share will convert into 1.225 shares of First Mid common stock, with cash paid in lieu of fractional shares. Based on 2,086,645 Two Rivers shares outstanding and First Mid’s October 29, 2025 closing price of $36.24, the stock consideration is estimated at about $92.6 million.

The deal is expected to close in the first quarter of 2026, after which former Two Rivers holders would own roughly 9.6% of First Mid. Merger consideration can be reduced if Two Rivers’ closing shareholders’ equity falls below $115,501,230, and there are protections if First Mid’s share price underperforms the Nasdaq Bank Index. Two Rivers shareholders have dissenters’ rights, and a termination fee of $3,625,000 may be payable by Two Rivers in certain breakup scenarios. The Two Rivers board unanimously recommends voting in favor of the merger and a possible adjournment to solicit more proxies.

First Mid Bancshares is registering up to 2,556,140 shares of its common stock for a stock-for-stock merger with Two Rivers Financial Group. Each Two Rivers share is expected to convert into 1.225 First Mid shares, with cash only for fractional shares. Based on First Mid’s $36.24 share price and 2,086,645 Two Rivers shares outstanding as of October 29, 2025, the implied aggregate stock consideration is about $92.6 million. After closing, former Two Rivers shareholders are expected to own roughly 9.6% of First Mid’s outstanding common stock. The merger is governed by an October 29, 2025 agreement, has received key Federal Reserve and Iowa banking approvals, and still requires approval by at least two‑thirds of Two Rivers’ voting shares at a February 24, 2026 special meeting. The deal includes equity and price-based adjustment mechanisms, dissenters’ appraisal rights, and is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes.

First Mid Bancshares, Inc. director Robert S. Cook reported an automatic acquisition of common stock through a company plan. On 01/05/2026, an account held indirectly "by Deferred Comp" acquired 341.343 shares of First Mid Bancshares common stock at $39.55 per share under the company’s Deferred Compensation Plan, as part of a planned quarterly purchase. Following this transaction, that deferred compensation account held 6,466.4363 shares. The filing also lists additional direct and indirect common stock holdings in other forms, including direct ownership, custodian accounts for children, an IRA, an LLC, and a spouse account, which reflect existing positions rather than new transactions.

First Mid Bancshares EVP and Chief Lending Officer Eric S. McRae reported an automatic quarterly share purchase through the company’s Deferred Compensation Plan. On 01/05/2026, the plan acquired 104.7416 shares of common stock at $39.5473 per share, credited as indirect ownership "By Deferred Compensation Plan," bringing his indirect holdings under that plan to 8,172.0263 shares.

He also reports 30,829.9897 shares of common stock held directly, 4,530.2476 shares held indirectly through a 401(k) plan, and 2,601.9277 shares held indirectly through an IRA. The footnote explains that the new shares were acquired via a planned quarterly purchase under the company’s deferred compensation program.

First Mid Bancshares, Inc. reported an insider share transaction by its EVP Chief Retail Banking Officer. On 12/15/2025, 175 shares of common stock were withheld at a price of $42.29 per share, coded as an "F" transaction, to satisfy income tax withholding in connection with vested restricted stock.

After this tax-related withholding, the officer beneficially owns 1,640 shares of First Mid Bancshares common stock in direct ownership. This reflects an automatic adjustment tied to equity compensation rather than an open-market trade.

First Mid Bancshares, Inc. reports that its Chief Operating Officer, Mr. Taylor, had 844 shares of common stock withheld on 12/15/2025 to satisfy income tax withholding obligations when restricted stock vested. The transaction was reported at a price of $42.29 per share.

After this withholding, the officer beneficially owns 31,068.0643 shares of common stock directly, 9,930.6233 shares through a 401k plan, and 5,465.2816 shares through a deferred compensation plan.

First Mid Bancshares, Inc. reported an insider transaction by its President, Matthew K. Smith, on 12/15/2025. A total of 844 shares of common stock were withheld under transaction code “F” at a price of $42.29 per share to satisfy income tax withholding obligations when restricted stock vested.

Following this tax-related withholding, he beneficially owns 17,382 shares of common stock directly and an additional 2,057.2142 shares indirectly through a deferred compensation plan.

First Mid Bancshares, Inc. reported an insider transaction by an officer serving as SVP, Director of Project Management. On 12/15/2025, 172 shares of common stock were disposed of at $42.29 per share, described as shares withheld to satisfy income tax obligations related to vested restricted stock. After this withholding, the officer directly owned 2,465 shares of First Mid Bancshares common stock.

First Mid Bancshares, Inc. disclosed that an executive serving as EVP, CFO & Chief Risk Officer had 470 shares of common stock surrendered on 12/15/2025. The shares were withheld at $42.29 per share to satisfy income tax withholding obligations when restricted stock vested.

After this transaction, the executive directly beneficially owns 7,680.6301 shares of First Mid Bancshares common stock. The report was filed by one reporting person.