UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest event~~Earliest ~~reported~~Event Reported): ~~October 30, 2025~~

~~_______________________________~~October 29, 2025

FIRST MID BANCSHARES, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

_______________________________

Delaware	001-36434	37-1103704
(State of Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.

Delaware	001-36434	37-1103704
1421 CHARLESTON AVENUE
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
MATTOON, IL		61938
(Address of Principal Executive Offices)		(Zip Code)

1421 Charleston Avenue

Mattoon, Illinois 61938

(Address of Principal Executive Offices) (Zip Code)

(217) 234-7454

(Registrant'’s ~~telephone~~Telephone ~~number~~Number, including ~~area~~Area ~~code~~Code)

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (1717CFR ~~CFR~~ 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (1717CFR ~~CFR~~ 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (1717CFR ~~CFR~~ 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (1717CFR ~~CFR~~ 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FMBH	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-–2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or Certain ~~Financial~~Officers; ~~Condition~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAt ~~October~~a ~~30,~~meeting ~~2025,~~of the ~~Company~~board ~~issued~~of adirectors ~~press~~(“board”) ~~release to report its results~~ of ~~operations~~First ~~and~~Mid ~~financial~~Bancshares, ~~condition~~Inc ~~as of and for~~ (the “Company) ~~quarter~~on ~~ended~~October ~~September 30~~28, 2025., Athe ~~copy~~board ofincreased ~~this~~the ~~press~~size ~~release~~of isthe ~~included~~board ~~in Exhibit~~from ~~99.1~~nine to ~~this~~ten ~~Form~~directors. ~~8-K~~The ~~and~~board ~~incorporated~~appointed ~~into this item 2~~Mr.02 byAlex Melvin ~~reference.~~to ~~A copy of~~ the ~~investor~~new ~~presentation~~seat ~~for~~on the ~~quarter~~board ~~ended September~~as ~~30,~~a ~~2025~~Class isI ~~included~~director. ~~in Exhibit 99~~Mr.2 toMelvin ~~this~~will ~~Form~~join ~~8-K~~the ~~and~~board ~~incorporated~~effective ~~into~~November ~~this~~18, ~~item 2~~2025.~~02 by reference.~~

~~The~~Mr. ~~information~~Melvin ~~furnished~~was ~~pursuant~~appointed to ~~this~~serve ~~Item~~until ~~2.02~~the ~~and~~expiration of the ~~related~~current Class I term in 2026, ~~exhibits~~or until his successor is duly elected and qualified, unless he shall ~~not~~earlier resign or be ~~deemed~~removed. ~~"filed"~~In byaddition, ~~First~~the ~~Mid~~board ~~for~~has ~~purposes~~appointed Mr. ofMelvin ~~Section~~to 18serve ofon the ~~Securities~~Risk ~~Exchange~~Committee ~~Act~~ of ~~1934,~~the asboard. ~~amended (the~~Mr. ~~"Exchange~~Melvin ~~Act")~~will orbe ~~incorporated~~compensated byfor ~~reference~~his inservice ~~any~~as ~~filing~~a director under the ~~Securities~~Company’s standard ~~Act~~compensation ofprogram ~~1933,~~for asnon-employee ~~amended~~directors ~~(the~~as ~~“Securities Act”),~~described orin the ~~Exchange~~Company's ~~Act,~~definitive ~~except~~proxy asstatement ~~may~~filed bewith ~~expressly~~the ~~set~~U.S. Securities ~~forth~~and byExchange ~~specific~~Commission ~~reference~~on inMarch ~~such~~18, ~~filing~~2025.

~~Forward~~There ~~Looking~~are ~~Statements~~no arrangements or understandings between Mr. Melvin and any other person pursuant to which he was selected as a director. Mr. Melvin does not have any family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to be a director or executive officer.

~~This~~The ~~document~~information ~~may~~required contain certain forward-looking statements about First Mid and Two Rivers, such as discussions of First Mid’s and Two Rivers’ pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. First Mid and Two Rivers intend such forward-looking statements to be covered by ~~the~~Item ~~safe~~404(a) ~~harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act~~ of ~~1995.~~Regulation ~~Forward~~S-~~looking~~K statements, which are based on certain assumptions and describe future plans, strategies and expectations of First Mid and Two Rivers are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is ~~subject to many risks and uncertainties, including, among other things, the possibility that any of the anticipated benefits of the proposed transactions between First Mid and Two Rivers will~~ not beavailable ~~realized~~at ~~within~~ the ~~expected~~ time ~~period; the risk that integration~~ of ~~the operations of Two Rivers~~this with First Mid will be materially delayed or will be more costly or difficult than expected; the inability to complete the proposed transactions due to the failure to satisfy conditions to completion of the proposed transactions, including failure to obtain the required regulatory, shareholder and other approvals; the failure of the proposed transactions to close for any other reason; the effect of the announcement of the proposed transactions on customer relationships and operating results; the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; changes in interest rates; general economic conditions and those in the market areas of First Mid and Two Rivers; legislative and/or regulatory changes; monetary and fiscal policies of the Ufiling.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of First Mid’s and Two Rivers’ loan or investment portfolios and the valuation of those investment portfolios; demand for loan products; deposit flows; competition, demand for financial services in the market areas of First Mid and Two Rivers; accounting principles, policies and guidelines; and the ability to complete the proposed transactions or any of the other foregoing risks. Additional information concerning First Mid, including additional factors and risks that could materially affect First Mid’s financial results, are included in First Mid’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, First Mid and Two Rivers do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Important Information about the Merger and Additional Information

First Mid will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Two Rivers that also constitutes a prospectus of First Mid, which will be sent to the shareholders of Two Rivers. Two Rivers shareholders are urged to read the proxy statement/prospectus when it becomes available, which will contain important information about First Mid, Two Rivers and the proposed transaction, including detailed risk factors. The proxy statement/prospectus and other documents which will be filed by First Mid with the SEC will be available free of charge at the SEC’s website, www.sec.gov. These documents also can be obtained free of charge by accessing First Mid’s website at www.firstmid.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, when available, these documents can be obtained free of charge from First Mid upon written request to First Mid Bancshares, PO Box 499, Mattoon, IL 61938, Attention: Investor Relations; or from Two Rivers upon written request to Two Rivers Financial Group, Inc., 222 North Main St., Burlington, IA 52601-5214, Attention: Andrea Gerst, CFO. A final proxy statement/prospectus will be mailed to the shareholders of Two Rivers.

Participants in the Solicitation

First Mid and Two Rivers, and certain of their respective directors, executive officers, and other members of management and employees, are participants in the solicitation of proxies in connection with the proposed transactions. Information about the directors and executive officers of First Mid is set forth in the proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 18, 2025. These documents can be obtained free of charge from the sources provided above. Investors may obtain additional information regarding the interests of such participants in the proposed transactions by reading the proxy statement/prospectus for such proposed transactions when it becomes available.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated October 30, 2025.
99.2	Investor presentation dated October 30, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly ~~caused~~ caused this ~~report~~Report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST MID BANCSHARES, INC.
Date: October 30, 2025	By:	/s/ Joseph R. Dively
Dated: November 3, 2025	By:	/s/ Joseph R. Dively
		Joseph R. Dively
		Chairman and Chief Executive Officer

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