Skip to main content

FIRST MID BANCSHARES, INC.

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

View on SEC.gov

About this filing

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

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Loan Modifications to Borrowers Experiencing Financial Difficulty

The following table shows the amortized cost of loans at September 30, 2025 and 2024 that were both experiencing financial difficulty and modified segregated by portfolio segment and type of modification. The percentage of the amortized cost of loans that were modified to borrowers in financial distress as compared to outstanding loans is also presented below.

Total
PaymentTermInterestClass of
DelayExtensionRateFinancing
InvestmentModificationsReductionReceivable
Agricultural real estate$291$—$——%
1-4 family residential properties101,093—0.02%
Commercial real estate761—5050.02%
Loans secured by real estate1,0621,0935050.04%
Commercial and industrial loans81876—0.02%
Consumer loans—5——%
Total$1,880$1,174$5050.06%
Agricultural real estate$312$—$—0.01%
1-4 family residential properties47768—0.01%
Commercial real estate8742124720.03%
Loans secured by real estate1,2339804720.05%
Commercial and industrial loans151119——%
Consumer loans310——%
Total$1,387$1,109$4720.05%

The Company closely monitors the performance of loans that have been modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table shows the performance of such loans that have been modified in the last twelve months ended September 30, 2025 and 2024.

30-59Days PastDue60-89Days PastDue90 Days orMorePast DueTotal PastDue
Commercial real estate$—$505$—$505
Loans secured by real estate—505—505
Commercial and industrial loans—723—723
Consumer loans————
Total loans$—$1,228$—$1,228
Commercial real estate$—$—$—$—
Loans secured by real estate————
Commercial and industrial loans————
Consumer loans—96116212
Total loans$—$96$116$212

The following table shows the financial effect of loan modifications during the current quarter to borrowers experiencing financial difficulty for thethree months ended September 30, 2025 and 2024.

Weighted AverageWeighted Average
Interest RateTerm Extension
Reduction(in months)
1-4 family residential properties—%135
Commercial and industrial loans—%—
1-4 family residential properties—%—
Commercial and industrial loans—%7

A loan is considered to be in payment default once it is 90 days past due under the modified terms. There wereone andno loans modified during the prior twelve months that experienced payment defaults for the three months ended September 30, 2025 and 2024, respectively.

Note 5 -- Goodwill and Intangible Assets

The Company has goodwill from business combinations, intangible assets from branch acquisitions, identifiable intangible assets assigned to core deposit relationships and customer lists of First Mid Wealth Management Company and First Mid Insurance. The following table presents gross carrying value and accumulated amortization by major intangible asset class as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025December 31, 2024
Gross CarryingValueAccumulatedAmortizationGross CarryingValueAccumulatedAmortization
Goodwill not subject to amortization$207,151$3,760$207,151$3,760
Intangibles from branch acquisition3,0153,0153,0153,015
Core deposit intangibles79,94551,31379,94544,736
Other intangibles33,65715,28630,85713,180
Total$323,768$73,374$320,968$64,691

Core deposit intangibles are being amortized over a period of 10 years and other intangibles, primarily customer lists, are being amortized over periods ranging from 3 to 12 years.

During the quarter ended September 30, 2025, a customer list intangible asset of $2.8 million was recorded for the acquisition of a portion of AAIG’s customer list in connection with its insurance business. First Mid Insurance was assigned all of this intangible asset. The purchase consideration given to AAIG matches the amount of intangible assets recorded.

During the quarter ended September 30, 2024, goodwill of $6.9 million was recorded for the acquisition of the stock of MRIG in connection with its insurance business. First Mid Insurance was assigned all this goodwill. The following provides a reconciliation of the purchase price paid for MRIG and the amount of goodwill recorded (in thousands):

Unallocated purchase price$10,059
Less purchase accounting adjustments:
Insurance Company intangible$4,305
Other liabilities(1,176)
Total purchase accounting adjustments3,129
Goodwill recorded$6,930

The Company has mortgage servicing rights acquired in previous acquisitions. Mortgage servicing rights are accounted for under the amortization method. The following table summarizes the activity pertaining to mortgage servicing rights included in intangible assets as of September 30, 2025, September 30, 2024 and December 31, 2024 (in thousands):

September 30, 2025September 30, 2024December 31, 2024
Beginning balance$5,629$6,859$6,859
Adjustment to valuation reserve1(77)7
Mortgage servicing rights amortized(797)(939)(1,226)
Interest only strip(10)(8)(11)
Ending balance$4,823$5,835$5,629
Fair value of portfolio$5,863$6,470$6,716

Total amortization expense forthree and nine months ended September 30, 2025 and 2024 was as follows (in thousands):

Three months ended · Nine months ended
September 30,September 30,
2025202420252024
Core deposit intangibles$2,128$2,416$6,577$7,445
Other intangibles7447022,1061,858
Mortgage servicing rights256287797939
Total$3,128$3,405$9,480$10,242

Aggregate amortization expense for the current year and estimated amortization expense for each of the five succeeding years is shown in the table below (in thousands):

Aggregate amortization expense:
For period 01/01/25-09/30/25$9,480
Estimated amortization expense:
For period 10/01/25-12/31/252,956
For year ended 12/31/2610,849
For year ended 12/31/279,584
For year ended 12/31/288,371
For year ended 12/31/297,019

In accordance with GAAP, the Company performed its annual goodwill impairment test as of September 30, 2025 and determined that, as of that date, goodwill was not impaired. The Company experienced no triggering events during the nine months ended September 30, 2025.

Note 6 -- Repurchase Agreements and Other Borrowings

Securities sold under agreements to repurchase were$200.5 million at September 30, 2025, a decrease of$3.6 million from$204.1 million at December 31, 2024. All the transactions have overnight maturities with a weighted average rate of 2.37%.

The right of setoff for a repurchase agreement resembles a secured borrowing, whereby the collateral pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default (e.g., declare bankruptcy), the

Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third-party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities. For government entity repurchase agreements, the collateral is held by the Company in a segregated custodial account under a tri-party agreement. The Company is required by the counterparty to maintain adequate collateral levels. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional securities. The Company closely monitors collateral levels to ensure adequate levels are maintained, while mitigating the potential of over-collateralization in the event of counterparty default.

Collateral pledged by class for repurchase agreements are as follows (in thousands):

September 30, 2025December 31, 2024
US Treasury securities and obligations of U.S. government corporations and agencies$65,050$70,664
Mortgage-backed securities: GSE: residential135,456133,458
Total$200,506$204,122

Gross FHLB borrowings, were$245.0 million and$242.4 million at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025 the advances were as follows:

AdvanceTerm (in years)Interest RateMaturity Date
25,000,0000.54.33%November 17, 2025
25,000,0003.04.40%June 15, 2026
25,000,0003.04.37%May 10, 2027
25,000,0003.04.32%May 17, 2027
25,000,0005.03.95%June 29, 2028
25,000,0005.03.93%June 27, 2029
5,000,00010.01.15%October 3, 2029
5,000,00010.01.12%October 3, 2029
10,000,00010.01.39%December 31, 2029
25,000,0005.03.46%February 7, 2030
25,000,0005.03.16%August 14, 2030
25,000,00010.02.71%March 5, 2035

Note 7 -- Fair Value of Assets and Liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1 Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Available-for-Sale Securities. The fair value of available-for-sale securities is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independent sources of market parameters, including but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Fair value determinations for Level 3 measurements of securities are the responsibility of the Treasury function of the Company. The Company contracts with a pricing specialist to generate fair value estimates on a monthly basis. The Treasury function of the Company challenges the reasonableness of the assumptions used and reviews the methodology to ensure the estimated fair value complies with accounting standards generally accepted in the United States, analyzes the changes in fair value and compares these changes to internally developed expectations and monitors these changes for appropriateness.

Loans Held for Sale. The fair value of loans held for sale is based on independent asset pricing services which use observable market data as of the measurement date and are therefore classified in Level 2 of the valuation hierarchy.

Derivatives. The fair value of derivatives is based on models using observable market data as of the measurement date and are therefore classified in Level 2 of the valuation hierarchy.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of September 30, 2025 and December 31, 2024 (in thousands):

Fair Value Measurements Using
Quoted Prices inActive Marketsfor IdenticalAssets · SignificantOtherObservableInputs · SignificantUnobservableInputs
Fair Value(Level 1)(Level 2)(Level 3)
Available-for-sale securities:
U.S. Treasury securities and obligations of U.S. government corporations and agencies$152,759$—$152,759$—
Obligations of states and political subdivisions272,508—272,508—
Mortgage-backed securities629,806—629,806—
Other securities35,162—32,4032,759
Total available-for-sale securities1,090,235—1,087,4762,759
Equity securities4,5184,518——
Loans held for sale5,543—5,543—
Derivative assets: interest rate swaps1,879—1,879—
Total assets$1,102,175$4,518$1,094,898$2,759
Derivative liabilities: interest rate swaps$1,394$—$1,394$—
Available-for-sale securities:
U.S. Treasury securities and obligations of U.S. government corporations and agencies$191,358$—$191,358$—
Obligations of states and political subdivisions267,740—267,740—
Mortgage-backed securities539,742—539,742—
Other securities64,452—58,6935,759
Total available-for-sale securities1,063,292—1,057,5335,759
Equity securities4,4394,439——
Loans held for sale6,614—6,614—
Derivative assets: interest rate swaps2,949—2,949—
Total assets$1,077,294$4,439$1,067,096$5,759
Derivative liabilities: interest rate swaps$2,006$—$2,006$—

The change in fair value of assets measured on a recurring basis using significant unobservable inputs (Level 3) for thethree and nine months ended September 30, 2025 and 2024 is summarized as follows (in thousands):

Three months ended September 30, 2025Nine months ended September 30, 2025
Beginning balance$9,788$5,759
Transfers into Level 3——
Transfers out of Level 3(7,029)(7,029)
Purchases, issuances, sales and settlements:
Purchases—7,029
Maturities—(3,000)
Ending balance$2,759$2,759
Three months ended September 30, 2024Nine months ended September 30, 2024
Beginning balance$5,966$6,163
Transfers into Level 313
Transfers out of Level 3——
Purchases, issuances, sales and settlements:
Purchases——
Maturities—(199)
Ending balance$5,967$5,967

Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Collateral Dependent Loans. Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment and estimating fair value include using the fair value of the collateral for collateral dependent loans.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value, which includes selling costs. Individually evaluated loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

Management establishes a specific allowance for individually evaluated loans that have an estimated fair value that is below the carrying value. The total carrying amount of loans for which a change in specific allowance has occurred as of September 30, 2025 was$5.8 million and a fair value of$5.4 million resulting in specific loss exposures of$412,000.

When there is little prospect of collecting principal or interest, loans, or portions of loans, may be charged-off to the allowance for credit losses. Losses are recognized in the period an obligation becomes uncollectible. The recognition of a loss does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan even though partial recovery may be affected in the future.

Foreclosed Assets Held For Sale. Other real estate owned acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for credit losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned, or foreclosed asset could differ from the original estimate. If it is determined that fair value declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense. Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense. The total carrying amount of other real estate owned as of September 30, 2025 was$1.5 million. Other real estate owned included in the total carrying amount and measured at fair value on a nonrecurring basis during the period amounted to$948,000.

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2025 and December 31, 2024 (in thousands):

Fair Value Measurements Using
Quoted Prices inActive Marketsfor IdenticalAssets · SignificantOtherObservableInputs · SignificantUnobservableInputs
Fair Value(Level 1)(Level 2)(Level 3)
Collateral dependent loans$5,371$—$—$5,371
Foreclosed assets held for sale948——948
Collateral dependent loans$16,604$—$—$16,604
Foreclosed assets held for sale48——48

Sensitivity of Significant Unobservable Inputs

The following table presents quantitative information about unobservable inputs used in Level 3 fair value measurements other than goodwill at September 30, 2025 and December 31, 2024.

September 30, 2025Fair ValueValuationTechniqueUnobservable InputsRangeWeighted Average
Collateral dependent loans$5,371Third partyvaluationsDiscount to reflect realizable value less estimated selling costs0%-40%20%
Foreclosed assets held for sale948Third partyvaluationsDiscount to reflect realizable value less estimated selling costs0%-40%35%
December 31, 2024Fair ValueValuationTechniqueUnobservable InputsRangeWeighted Average
Collateral dependent loans$16,604Third partyvaluationsDiscount to reflect realizable value0%-40%20%
Foreclosed assets held for sale48Third partyvaluationsDiscount to reflect realizable value less estimated selling costs0%-40%35%

The following tables present estimated fair values of the Company’s financial instruments at September 30, 2025 and December 31, 2024 in accordance with ASC 825 (in thousands):

CarryingAmountFairValueLevel 1Level 2Level 3
Financial assets
Cash and due from banks$277,011$277,011$277,011$—$—
Federal funds sold767676——
Certificates of deposit1,0501,050—1,050—
Available-for-sale securities1,090,2351,090,235—1,087,4762,759
Held-to-maturity securities2,2902,2902,290——
Equity securities4,5184,5184,518——
Loans held for sale5,5435,543—5,543—
Loans net of allowance for credit losses5,745,5705,524,687——5,524,687
Interest receivable41,63541,635—41,635—
Federal Reserve Bank stock19,85519,855—19,855—
Federal Home Loan Bank stock10,22910,229—10,229—
Financial liabilities
Deposits$6,289,543$6,213,014$—$5,154,035$1,058,979
Securities sold under agreements to repurchase200,506200,506—200,506—
Interest payable7,8947,894—7,894—
Federal Home Loan Bank borrowings245,000244,944—244,944—
Subordinated debt, net79,64580,528—80,528—
Junior subordinated debentures, net24,41921,214—21,214—
Financial assets
Cash and due from banks$121,141$121,141$121,141$—$—
Federal funds sold757575——
Certificates of deposit3,5003,500—3,500—
Available-for-sale securities1,063,2921,063,292—1,057,5335,759
Held-to-maturity securities2,2792,2792,279——
Equity securities4,4394,4394,439——
Loans held for sale6,6146,614—6,614—
Loans net of allowance for credit losses5,595,6665,314,756——5,314,756
Interest receivable38,63938,639—38,639—
Federal Reserve Bank stock19,85519,855—19,855—
Federal Home Loan Bank stock9,5019,501—9,501—
Financial liabilities
Deposits$6,057,096$5,977,113$—$5,069,853$907,260
Securities sold under agreements to repurchase204,122204,122—204,122—
Interest payable5,2805,280—5,280—
Federal Home Loan Bank borrowings242,520240,125—240,125—
Subordinated debentures87,47286,062—86,062—
Junior subordinated debentures24,28021,411—21,411—

Note 8 -- Leases

As of September 30, 2025, substantially all the Company's leases are operating leases for real estate property for bank branches, ATM locations, and office space.

For leases in effect at January 1, 2019 and for leases commencing thereafter, the Company recognizes a lease liability and a right-of-use asset, based on the present value of lease payments over the lease term. The discount rate used in determining present value was the Company's incremental borrowing rate which is the FHLB fixed advance rate based on the remaining lease term as of January 1, 2019, or the commencement date for leases subsequently entered into. The Company has elected to not include short-term leases (i.e. leases with terms of twelve months or less) on the consolidated balance sheets.

The following table contains supplemental balance sheet information related to leases (dollars in thousands):

September 30, 2025September 30, 2024December 31, 2024
Operating lease right-of-use assets$13,329$14,560$13,861
Operating lease liabilities13,87614,87314,190
Weighted-average remaining lease term (in years)4.74.94.7
Weighted-average discount rate3.52%3.18%3.22%

Certain of the Company's leases contain options to renew the lease; however, not all renewal options are included in the calculation of lease liabilities as they are not reasonably certain to be exercised. The Company's leases do not contain residual value guarantees or material variable lease payments. The Company does not have any other material restrictions or covenants imposed by leases that would impact the Company's ability to pay dividends or cause the Company to incur additional financial obligations.

Maturities of lease liabilities are as follows (in thousands):

Year ending December 31,
2025$837
20263,327
20273,090
20282,435
20291,979
Thereafter3,822
Total lease payments15,490
Less imputed interest(1,614)
Total lease liability$13,876

The components of lease expense for thethree and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three months ended · Nine months ended
September 30,September 30,
2025202420252024
Operating lease cost$837$885$2,504$2,553
Short-term lease cost402310189
Variable lease cost303216901572
Total lease cost1,1801,1243,5063,214
Income from subleases(79)(110)(250)(317)
Net lease cost$1,101$1,014$3,256$2,897

As the Company elected not to separate lease and non-lease components, the variable lease cost primarily represents variable payment such as common area maintenance and copier expense. The Company does not have any material sub-lease agreements. Cash paid for amounts included in the measurement of lease liabilities was (in thousands):

September 30, 2025September 30, 2024
Operating cash flows from operating leases$2,483$2,502

Note 9-- Derivatives

The Company utilizes an interest rate swap, designated as a fair value hedge, to mitigate the risk of changing interest rates on the fair value of a fixed rate commercial real estate loan. For derivative instruments that are designed and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the offsetting loss or gain in the hedged asset attributable to the hedged risk, is recognized in current earnings.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.