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FIRST MID BANCSHARES INC

For the period ended Dec 31, 2023. Filed Mar 6, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 6, 2024

FMBH$50.61-0.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023

Or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to

Commission file number 001-36434

FIRST MID BANCSHARES, INC.

(Exact name of Registrant as specified in its charter)

Delaware37-1103704
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification no.)
1421 Charleston Avenue, Mattoon, Illinois61938
(Address of principal executive offices)(Zip code)

(217)234-7454

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockFMBHNASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐ Yes☒ No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐ Yes☒ No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days . Yes ☒ No☐

Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, "smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐Accelerated filer ☒
Non-accelerated filer ☐Smaller reporting company ☐
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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.D.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Yes☒ No

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).☐

The aggregate market value of the outstanding common stock, other than shares held by persons who may be deemed affiliates of the Registrant, as of the last business day of the Registrant’s most recently completed second fiscal quarter was approximately$469,083,216. Determination of stock ownership by non-affiliates was made solely for the purpose of responding to this requirement and the Registrant is not bound by this determination for any other purpose.

As of March 6, 2024,23,889,515 shares of the Registrant’s common stock, $4.00par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for 2024 Annual Meeting of Shareholders to be held on April 24, 2024III
First Mid Bancshares, Inc.
Part I · Page
Item 1Business3
Item 1ARisk Factors12
Item 1BUnresolved Staff Comments15
Item 1CCybersecurity15
Item 2Properties16
Item 3Legal Proceedings16
Item 4Mine Safety Disclosures16
Part II
Item 5Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities16
Item 6[Reserved]17
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations17
Item 7AQuantitative and Qualitative Disclosures About Market Risk36
Item 8Financial Statements and Supplementary Data38
Item 9Changes In and Disagreements with Accountants on Accounting and Financial Disclosure86
Item 9AControls and Procedures86
Item 9BOther Information88
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections88
Part III
Item 10Directors, Executive Officers and Corporate Governance88
Item 11Executive Compensation88
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters88
Item 13Certain Relationships and Related Transactions, and Director Independence89
Item 14Principal Accountant Fees and Services89
Part IV
Item 15Exhibit and Financial Statement Schedules89
Exhibit Index90
Signatures92
ContentsView on SEC.gov

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