FIRST MID BANCSHARES, INC. 8-K

What Happened
First Mid Bancshares, Inc. announced it entered into a merger agreement (Oct 29, 2025) to acquire 100% of Two Rivers Financial Group, Inc. The deal will merge Two Rivers into Star Sub LLC (a newly formed, wholly‑owned First Mid subsidiary), after which Two Rivers’ separate corporate existence will cease and the surviving entity will be a First Mid subsidiary. First Mid received approval from the Iowa Division of Banking on December 23, 2025 and is awaiting approval from the Board of Governors of the Federal Reserve System. First Mid expects the merger to close in the first quarter of 2026, subject to regulatory approvals and customary closing conditions.

Key Details

• Merger Agreement date: October 29, 2025.
• Iowa Division of Banking approval received: December 23, 2025.
• Target: 100% of Two Rivers Financial Group, Inc. to be acquired via merger into Star Sub LLC (First Mid subsidiary).
• Next steps: First Mid will file a Form S-4 (includes a proxy statement/prospectus) and seeks Federal Reserve approval; proxy/prospectus will be mailed to Two Rivers shareholders.

Why It Matters
The transaction expands First Mid’s footprint by adding Two Rivers’ assets, branches and customers (100% acquisition). Regulatory approvals remain required — most importantly from the Federal Reserve — so closing timing and completion are not guaranteed. Investors should watch regulatory progress, the S-4/proxy filing for deal terms and risks, and any updates on integration plans and expected benefits disclosed by First Mid.