FIRST MID BANCSHARES, INC. 8-K

What Happened

• First Mid Bancshares, Inc. announced it entered into an Agreement and Plan of Merger (signed Oct 29, 2025) to acquire Two Rivers Financial Group, Inc. under which Two Rivers will merge into Star Sub LLC, a newly formed, wholly-owned subsidiary of First Mid, and become a wholly-owned subsidiary of First Mid.
• First Mid received regulatory approvals from the Iowa Division of Banking (Dec 23, 2025) and the Federal Reserve Bank of Chicago (Dec 30, 2025). The company expects the merger to close in the first quarter of 2026, subject to customary closing conditions.
• First Mid will file a registration statement on Form S-4 with the SEC; the S-4 will include a proxy statement/prospectus to be sent to Two Rivers shareholders.

Key Details

• Parties: First Mid Bancshares, Inc. (acquirer), Star Sub LLC (merger subsidiary), Two Rivers Financial Group, Inc. (target).
• Merger agreement signed: October 29, 2025; Iowa banking approval: December 23, 2025; Federal Reserve approval: December 30, 2025.
• Expected closing: First quarter of 2026, pending customary closing conditions and shareholder approvals.
• Required filings/solicitations: Form S-4 / proxy statement-prospectus to be mailed to Two Rivers shareholders; solicitation will involve officers and directors from both companies.

Why It Matters

• This is a definitive M&A transaction that expands First Mid’s holdings by bringing Two Rivers into its ownership structure once the merger closes. Regulatory approvals already obtained reduce—but do not eliminate—completion risk.
• Investors should watch the upcoming Form S-4 and proxy statement for deal economics, integration plans, specific risks and shareholder voting details. The filing also highlights standard forward-looking risks (integration delays/costs, regulatory or shareholder approvals, economic and interest rate impacts).