8-K: First Mid Bancshares Secures Key Merger Approvals

First Mid Bancshares, Inc. has received all necessary regulatory approvals for its acquisition of Two Rivers Financial Group, Inc., with closing anticipated in Q1 2026.

Summary

• First Mid Bancshares, Inc. (First Mid) and its wholly-owned subsidiary, Star Sub LLC (Merger Sub), entered into an Agreement and Plan of Merger with Two Rivers Financial Group, Inc. (Two Rivers) on October 29, 2025.
• The merger involves First Mid acquiring 100% of the issued and outstanding shares of Two Rivers, with Two Rivers merging into Merger Sub.
• First Mid received approval for the merger from the Federal Reserve Bank of Chicago on December 30, 2025.
• Prior to this, First Mid secured approval from the Iowa Division of Banking on December 23, 2025.
• The closing of the merger is anticipated to occur in the 1st quarter of 2026, subject to the satisfaction of customary closing conditions.

Sentiment

Score: 8

Explanation: The sentiment is positive as the company has successfully secured key regulatory approvals for its merger, indicating the transaction is progressing as planned towards its anticipated closing. This reduces uncertainty surrounding the deal.

Positives

• Received approval from the Federal Reserve Bank of Chicago on December 30, 2025, a critical regulatory hurdle.
• Received approval from the Iowa Division of Banking on December 23, 2025, indicating state-level regulatory clearance.
• The merger is progressing as planned, with closing anticipated in the 1st quarter of 2026.

Risks

• Anticipated benefits of the proposed transactions may not be realized within the expected time period.
• Integration of Two Rivers' operations with First Mid could be materially delayed, more costly, or more difficult than expected.
• Inability to complete the proposed transactions due to failure to satisfy conditions, including shareholder and other approvals.
• The proposed transactions may fail to close for other unforeseen reasons.
• The announcement of the proposed transactions could negatively affect customer relationships and operating results.
• The proposed transactions may be more expensive to complete than anticipated due to unexpected factors or events.
• Changes in interest rates could impact financial performance.
• General economic conditions and those in the market areas of First Mid and Two Rivers could deteriorate.
• Legislative and/or regulatory changes may affect the banking industry.
• Monetary and fiscal policies of the U.S. Government, including the U.S. Treasury and the Federal Reserve Board, could change.
• The quality or composition of First Mid's and Two Rivers' loan or investment portfolios and their valuation could be negatively impacted.
• Demand for loan products and deposit flows could fluctuate.
• Increased competition and changes in demand for financial services in the market areas could occur.
• Changes in accounting principles, policies, and guidelines could affect financial reporting.

Future Outlook

The merger is on track to close in the first quarter of 2026, subject to customary closing conditions. The companies intend for forward-looking statements to be covered by safe harbor provisions, but actual results could differ materially due to various risks including integration challenges, economic conditions, and regulatory changes.

Industry Context

This announcement reflects ongoing consolidation within the U.S. regional banking sector, driven by factors such as economies of scale, increased regulatory burdens, and the pursuit of expanded market share. Successful regulatory approvals are a standard, yet critical, step in such transactions, indicating the deal is progressing towards completion.

Stakeholder Impact

• Shareholders of Two Rivers Financial Group, Inc. will receive a proxy statement/prospectus and will be involved in approving the merger.
• Customers of both First Mid and Two Rivers may experience changes in services or branch operations post-integration.
• Employees of Two Rivers Financial Group, Inc. may be impacted by the integration process, with potential for changes in roles or employment.
• Creditors and suppliers may see changes in their relationships with the combined entity.

Next Steps

• Satisfy customary closing conditions for the merger.
• Complete the closing of the Merger in the 1st quarter of 2026.
• First Mid will file a registration statement on Form S-4 with the SEC.
• Two Rivers will issue a proxy statement that also constitutes a prospectus of First Mid, to be sent to Two Rivers shareholders.
• Shareholders of Two Rivers will vote on the proposed transactions.

Key Dates

Keywords

Merger, Acquisition, Regulatory Approval, Banking, Financial Services, First Mid Bancshares, Two Rivers Financial Group, Federal Reserve, Iowa Division of Banking