First Mid Bancshares Inc美股招股说明书(2026-01-16版)

Merger Proposal—Your Vote Is Important DEAR TWO RIVERS FINANCIAL GROUP, INC. SHAREHOLDERS: You are cordially invited to attend a special meeting of shareholders of Two Rivers Financial Group, Inc., which will be heldon February 24, 2026 at 5:00 p.m., local time, at the main lobby of Two Rivers Bank & Trust, 222 N. Main St., Burlington, IA 52601. At the meeting, you will be asked to approve the Agreement and Plan of Merger, dated October 29, 2025, as it may beamended from time to time (which we refer to as the “merger agreement”), among Two Rivers Financial Group, Inc. (“Two Rivers”),First Mid Bancshares, Inc. (“First Mid”) and Star Sub LLC, a newly formed wholly-owned subsidiary of First Mid (“Merger Sub”),that provides for First Mid’s acquisition of Two Rivers through the merger of Two Rivers with and into Merger Sub, with Merger Subas the surviving entity and a wholly-owned subsidiary of First Mid (the “merger”). In the proposed merger, each issued andoutstanding share of Two Rivers common stock will be converted into, and become the right to receive 1.225 shares of validly issued,fully paid and nonassessable shares of First Mid common stock, par value $4.00 per share stock (the “Stock Consideration”), togetherwith cash in lieu of fractional shares, less any applicable taxes required to be withheld and subject to certain adjustments set forth in,and subject to the terms of, the merger agreement, and as described in detail in this proxy statement/prospectus. Additionally, TwoRivers’ outstanding restricted stock awards will be fully vested upon consummation of the merger. While the final consideration amount calculated as of closing of the merger is not yet known at this time, based on the closingprice of First Mid’s common stock of $36.24 on October 29, 2025, and the 2,086,645 shares of Two Rivers common stock outstandingas of October 29, 2025, the date of the merger agreement (and the last trading day preceding the public announcement of the merger),Two Rivers shareholders are expected to receive total aggregate merger consideration from First Mid of approximately $92.6 million,in the form of First Mid common stock, subject to receipt of cash in lieu of fractional shares. The merger consideration is subject to potential adjustment in three circumstances. First, in the event the consolidated balancesheet delivered by Two Rivers to First Mid as of the last day of the month preceding the closing date of the merger, or as of threebusiness days prior to the closing date of the merger if such date is more than three business days following the last day of thepreceding month, reflects consolidated shareholders’ equity less than $115,501,230 (as measured in accordance with generallyaccepted accounting principles (“GAAP”), subject to certain adjustments that are specified in the merger agreement), the mergerconsideration will be reduced dollar-for-dollar by an amount equal to the amount of such shortfall. If the consolidated balance sheetdelivered by Two Rivers to First Mid as of the last day of the month preceding the closing date of the merger, or as of three businessdays prior to the closing date of the merger if such date is more than three business days following the last day of the preceding month,reflects consolidated shareholders’ equity equal to or in excess of such amount, there will be no adjustment to the mergerconsideration. As of September 30, 2025, Two Rivers’ consolidated shareholders’ equity as computed in accordance with GAAP was$115,501,230. As of the date of this proxy statement/prospectus, the parties are not aware of any existing facts or circumstances thatwould cause the consolidated shareholders’ equity included in the closing consolidated balance sheet to be less than $115,501,230 ascomputed in accordance with GAAP and the adjustments specified in the merger agreement. Second, if at any time during the fivebusiness day period commencing on the fifteenth business day preceding the closing date of the merger, the average closing price of ashare of First Mid common stock is less than $29.15 and decreases by more than 20% in relation to the Nasdaq Bank Index, TwoRivers will have the right to terminate the merger agreement unless First Mid elects to increase the exchange ratio pursuant to theformula described in the section of the proxy statement/prospectus entitled “Description of the Merger Agreement—MergerConsideration”. Third, if, prior to the effective time, the number of shares of First Mid common stock are changed into a differentnumber of shares or a different class of shares pursuant to any reclassification, recapitalization, split-up, combination, exchange ofshares or readjustment, or if a stock dividend thereof shall be declared with a record date within such period, an appropriate andproportionate adjustment shall be made to the exchange ratio so as to provide the holders of Two Rivers common stock with the sameeconomic effect as contemplated by the merger agreement prior to su