FIRST MID BANCSHARES, INC. 8-K

What Happened

• First Mid Bancshares, Inc. (FMBH) filed an 8-K reporting that it completed its acquisition of Two Rivers Financial Group, Inc. via a merger into Merger Sub on February 28, 2026.
• Under the merger, each outstanding Two Rivers common share was converted into the right to receive 1.225 shares of First Mid common stock (par value $4.00) plus cash in lieu of fractional shares. Aggregate consideration issued was approximately 2,539,879 shares of First Mid common stock.
• Two Rivers’ outstanding stock equity awards fully vested at closing. A press release about the closing was furnished on March 2, 2026 (Exhibit 99.1).

Key Details

• Closing date: February 28, 2026.
• Exchange ratio: 1.225 First Mid shares per Two Rivers common share.
• Total stock consideration issued: ~2,539,879 First Mid common shares.
• Two Rivers’ equity awards: all outstanding awards fully vested upon consummation.

Why It Matters

• The transaction increases First Mid’s outstanding common stock by roughly 2.54 million shares, which is a tangible source of dilution for existing shareholders.
• Vested equity awards and the issued shares are likely to affect First Mid’s reported share count and compensation expense in future filings; investors should watch subsequent SEC reports for updated share counts and financial impact.
• First Mid furnished a press release on March 2, 2026 with additional details; the 8-K includes standard forward-looking statement disclosures about integration, expected benefits, and risks.