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FIRST MID BANCSHARES, INC.

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

FMBH$51.50+1.8%Stored close · as of Nov 9, 2026

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Derivatives Not Designated as Hedging Instruments

The following amounts represent the notional amounts and gross fair value of derivative contracts not designated as hedging instruments outstanding during thenine months ended September 30, 2025 (dollars in thousands):

September 30, 2025BalanceSheetLocationWeightedAverageRemainingMaturity(Years)NotionalAmountEstimatedValue
Interest rate swap agreementsOther assets3.2$27,671$1,879
Interest rate swap agreementsOther liabilities3.227,671(1,879)

Note 10-- Regulatory Capital

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Bank holding companies follow minimum regulatory requirements established by the Board of Governors of the Federal Reserve System (“Federal Reserve System”), First Mid Bank follows similar minimum regulatory requirements established for banks by the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation, as applicable. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Company and its subsidiary bank to maintain minimum capital amounts and ratios (set forth in the table below). Management believes that, as of September 30, 2025 and December 31, 2024, the Company and First Mid Bank, as applicable, met all capital adequacy requirements.

To be categorized as well-capitalized, total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital and Tier 1 leverage ratios must be maintained as set forth in the following table (dollars in thousands):

ActualRequired Minimum ForCapital AdequacyPurposesTo Be Well-CapitalizedUnder Prompt CorrectiveAction Provisions
AmountRatioAmountRatioAmountRatio
Total capital (to risk-weighted assets)
Company$988,09415.99%$648,977> 10.50%N/AN/A
First Mid Bank905,92614.72%646,397> 10.50%$615,616> 10.00%
Tier 1 capital (to risk-weighted assets)
Company836,04213.53%525,362> 8.50%N/AN/A
First Mid Bank833,51913.54%523,273> 8.50%492,493> 8.00%
Common equity tier 1 capital (to risk-weighted assets)
Company811,62313.13%432,651> 7.00%N/AN/A
First Mid Bank833,51913.54%430,931> 7.00%400,150> 6.50%
Tier 1 capital (to average assets)
Company836,04210.92%306,377> 4.00%N/AN/A
First Mid Bank833,51910.94%304,845> 4.00%381,056> 5.00%
Total capital (to risk-weighted assets)
Company$935,18915.37%$639,015>10.50%N/AN/A
First Mid Bank880,62114.51%637,089>10.50%$606,752> 10.00%
Tier 1 capital (to risk-weighted assets)
Company780,09612.82%517,298> 8.50%N/AN/A
First Mid Bank813,00013.40%515,739> 8.50%485,401> 8.00%
Common equity tier 1 capital (to risk-weighted assets)
Company755,81612.42%426,010> 7.00%N/AN/A
First Mid Bank813,00013.40%424,726> 7.00%394,389> 6.50%
Tier 1 capital (to average assets)
Company780,09610.33%301,976> 4.00%N/AN/A
First Mid Bank813,00010.82%300,596> 4.00%375,745> 5.00%

The Company's risk-weighted assets, capital, and capital ratios for September 30, 2025 are computed in accordance with Basel III capital rules which were effective January 1, 2015. As of September 30, 2025, the Company and First Mid Bank had capital ratios above the required minimums for regulatory capital adequacy, and First Mid Bank had capital ratios that qualified it for treatment as well-capitalized under the regulatory framework for prompt corrective action with respect to banks.

Note 11-- Commitments

First Mid Bank enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit. Each of these instruments involves, to varying degrees, elements of credit, interest rate and liquidity risk in excess of the amounts recognized in the consolidated balance sheets. The Company uses the same credit policies and requires similar collateral in approving lines of credit and commitments and issuing letters of credit as it does in making loans. The exposure to credit losses on financial instruments is represented by the contractual amount of these instruments. However, the Company does not anticipate any losses from these instruments. The off-balance sheet financial instruments whose contract amounts represent credit risk at September 30, 2025 and December 31, 2024 were as follows (in thousands):

September 30, 2025December 31, 2024
Unused commitments and lines of credit:
Commercial real estate$336,242$323,979
Commercial operating730,308649,082
Home equity106,709105,867
Other327,712332,113
Total$1,500,971$1,411,041
Standby letters of credit$19,299$16,909

Commitments to originate credit represent approved commercial, residential real estate and home equity loans that are not fully funded as of September 30, 2025. Lines of credit are agreements by which the Company agrees to provide a borrowing accommodation up to a stated amount as long as there is no violation of any condition established in the loan agreement. Both commitments to originate credit and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the lines and some commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements.

Standby letters of credit are conditional commitments issued by the Company to guarantee the financial performance of customers to third parties. Standby letters of credit are primarily issued to facilitate trade or support borrowing arrangements and generally expire inone year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit facilities to customers. The maximum amount of credit that would be extended under letters of credit is equal to the total off-balance sheet contract amount of such instrument. The Company's deferred revenue under standby letters of credit was nominal.

Note 12-- Subsequent Events

On October 29, 2025, the Company and Star Sub LLC, a newly formed Iowa limited liability company and wholly-owned subsidiary of the Company, entered into an Agreement and Plan of Merger (the "Merger Agreement") with Two Rivers Financial Group, Inc. an Iowa corporation (Two Rivers), pursuant to which, among other things, the Company agreed to acquire 100% of the issued and outstanding shares of Two Rivers pursuant to a business combination whereby Two Rivers will merge with and into Star Sub LLC, whereupon the separate corporate existence of Two Rivers will cease and Star Sub LLC will continue as a surviving company and a wholly-owned subsidiary of the Company (the "Merger").

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each share of common stock of Two Rivers issued and outstanding immediately prior to the effective time of the Merger (other than shares held in treasury by Two Rivers) will be converted into and become the right to receive 1.225 shares of common stock of the Company, and cash in lieu of fractional shares, less any applicable taxes required to be withheld, and subject to certain potential adjustments. On an aggregate basis, the total consideration payable by the Company at the closing of the Merger to Two Rivers' shareholders and equity award holders is approximately 2,556,140 shares of First Mid common stock. The Merger is anticipated to be completed in the first half of 2026 and is subject to the approval of the appropriate regulatory authorities and the shareholders of Two Rivers.

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