8-K

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 Reported):

April 5, 2024

FIRST MID BANCSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-13368	37-1103704
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1421 CHARLESTON AVENUE MATTOON, IL	61938
(Address of Principal Executive Offices)	(Zip Code)

(217) 234-7454

(Registrant’s Telephone Number, including Area Code)

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 (17CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

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. ☐

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

Item 1.01 Entry into a Material Definitive Agreement

On April 5, 2025, First Mid Bancshares, Inc. (the “Company”) entered into an Eighth Amendment (the “Amendment”) to its Sixth Amended and Restated Credit Agreement with The Northern Trust Company. Pursuant to the Amendment, the Company and The Northern Trust Company extended the maturity date of the Company’s $15 million revolving loan from April 5, 2024 to April 4, 2025.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment filed as Exhibit 10.1 of this Report and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Description

10.1 Sixth Amendment to the Sixth Amended and Restated Credit Agreement by and between First Mid Bancshares, Inc. and The Northern Trust Company, dated as of April 5, 2024.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted exhibit will be furnished to the SEC upon request.

SIGNATURE

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

FIRST MID BANCSHARES, INC.

Dated:	April 5, 2024
By:	/s/ Matthew K. Smith
Name:	Matthew K. Smith
Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

EIGHTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April 5, 2024, between FIRST MID BANCSHARES, INC. (f/k/a FIRST MID-ILLINOIS BANCSHARES, INC.), a Delaware corporation (the “Borrower”), and THE NORTHERN TRUST COMPANY, an Illinois state-chartered bank (the “Lender”).

RECITALS

A.       The Borrower and the Lender entered into that certain Sixth Amended and Restated Credit Agreement, dated as of April 12, 2019 (the “Original Agreement”), as amended by the First Amendment to Sixth Amended and Restated Credit Agreement, dated as of April 10, 2020, and as further amended by the Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of January 26, 2021, and as further amended by the Third Amendment to Sixth Amended and Restated Credit Agreement, dated as of April 9, 2021, and as further amended by the Fourth Amendment to Sixth Amended and Restated Credit Agreement, dated as of February 7, 2022, and as further amended by the Fifth Amendment to Sixth Amended and Restated Credit Agreement, dated as of April 8, 2022, and as further amended by the Sixth Amendment to Sixth Amended and Restated Credit Agreement, dated April 7, 2023, and as further amended by the Seventh Amendment to Sixth Amended and Restated Credit Agreement, dated August 4, 2023 (the Original Agreement, as so amended, the “Agreement”), in which the Lender agreed to extend to the Borrower a revolving loan in the principal amount of up to $15,000,000; and

B.       By this Amendment, the Borrower and the Lender have agreed to extend the maturity date of the Revolving Loan to April 4, 2025, and have further agreed to certain amendments to the Agreement as described herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

Section 1.The following terms in Section 1.1 of the Agreement are hereby removed and replaced in their entirety with the following:

SECTION 1.1         Definitions. The following terms shall have the following meanings.

“(t) “Revolving Loan Maturity Date” means April 4, 2025, or such earlier date, pursuant to Section 8.2 of this Agreement.”

Section 2.The Fourth Amended and Restated Revolving Note, dated April 7, 2023, by the Borrower in favor of the Lender is hereby amended and restated by that certain Fifth Amended and Restated Revolving Note dated April 5, 2024, by the Borrower in favor of the Lender in the form of Exhibit I attached hereto (with appropriate insertions) which Fifth Amended and Restated Revolving Note evidences and shall continue to evidence the Revolving Loan and certain other obligations incurred by the Borrower under the Agreement.

Section 3.The Borrower hereby remakes, as of the date of execution hereof, all of the representations and warranties set forth in Section 5 of the Agreement. The Borrower additionally represents and warrants that: (a) the execution and delivery by the Borrower of this Amendment and the performance by the Borrower of its obligations under this Amendment are within the Borrower’s corporate powers, will be authorized by all necessary corporate action, have received all necessary governmental approval (if any should be required) and do not and will not contravene or conflict with any provision of law or of the charter or by-laws of the Borrower or any subsidiary or of any agreement binding upon the Borrower or any subsidiary; and (b)  the representations and warranties set forth in Section 5 of the Agreement and in Section 3(a) of this Amendment shall be true and correct as of the date hereof, and after giving effect to this Amendment, between the Borrower and the Lender, no Event of Default or Unmatured Event of Default under the Agreement has occurred and is continuing under the Agreement. The Borrower shall have provided to the Lender a certificate of a senior executive officer of the Borrower certifying the provisions of Section 3(a) of this Amendment, in the form of Exhibit II attached hereto.

Section 4.The effectiveness of this Amendment is subject to the conditions precedent that the Lender shall have received all of the following, each duly executed and dated the date hereof, in form and substance satisfactory to the Lender and its counsel, at the expense of the Borrower, and in such number of signed counterparts as the Lender may request:

a. this Amendment;

b. the Fifth Amended and Restated Revolving Note in the form of Exhibit I attached hereto;

c. a certificate in the form of Exhibit II attached hereto;

d. a copy of a resolution of the Board of Directors of the Borrower authorizing or ratifying the execution, delivery and performance, respectively, of this Amendment and of the other documents provided for in this Amendment, certified by the Secretary of the Borrower; and

e. such other documents and certificates as the Lender may reasonably request.

Section 5.This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall constitute but one and the same instrument.

Section 6.Except as previously amended hereby and except as amended by this Amendment, the Agreement is hereby ratified and confirmed and shall continue in full force and effect.

Section 7.This Amendment shall become effective when it shall have been executed by the Borrower and the Lender and thereafter shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns.

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Section 8.Without limiting the obligations of the Borrower under the Agreement, the Borrower agrees to pay, or to reimburse on demand, all reasonable costs and expenses incurred by the Lender in connection with the negotiation, preparation, execution, delivery, modification, amendment or enforcement of this Amendment, the Agreement and any other agreements, documents and instruments referred to herein, including the reasonable fees and expenses of legal counsel engaged by the Lender for such purposes.

Signature page follows.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

FIRST MID BANCSHARES, INC.

(f/k/a FIRST MID-ILLINOIS BANCSHARES, INC.)

By: /s/ Joseph R. Dively

Title: CEO

Address for notices:

1515 Charleston Avenue

Mattoon, Illinois 61938

Attention: Chief Operating Officer

Telephone: 217/258-3306

Fax No.: 217/258-0485

THE NORTHERN TRUST COMPANY

By: /s/ Peter J. Hallan

Title: Senior Vice President

Address for notices:

50 South LaSalle Street

Chicago, IL 60603, WB-39

Attention: Mr. Peter J. Hallan, Corporate Banking

Telephone: 312/444-2434

Fax No.: 312/630-6105

Signature page to Eighth Amendment to Sixth Amended and Restated Credit Agreement

EXHIBIT I

FIFTH AMENDED AND RESTATED REVOLVING NOTE

$15,000,000	Chicago, Illinois
	April 5, 2024

FOR VALUE RECEIVED, on or before the Revolving Loan Maturity Date (as such term is defined in the Sixth Amended and Restated Credit Agreement by and between First Mid-Illinois Bancshares, Inc. (n/k/a First Mid Bancshares, Inc.) and The Northern Trust Company, dated as of April 12, 2019 (as amended on the date hereof, the “Agreement”), FIRST MID BANCSHARES, INC., a Delaware corporation (the “Borrower”), promises to pay to the order of THE NORTHERN TRUST COMPANY, an Illinois banking corporation (hereafter, together with any subsequent holder hereof, called the “Lender”), at its main banking office at 50 South LaSalle Street, Chicago, Illinois 60675, or at such other place as the Lender may direct, the aggregate unpaid principal balance of each advance (a “Loan” and collectively the “Loans”) made by the Lender to the Borrower under this Revolving Note. The total principal amount of Loans outstanding at any one time under this Revolving Note will not exceed FIFTEEN MILLION AND NO/100 UNITED STATES DOLLARS ($15,000,000).

This Revolving Note is in replacement of, and substitution for, but not in repayment of, that certain Fourth Amended and Restated Revolving Note, dated as of April 7, 2023, in the principal amount of FIFTEEN MILLION AND NO/100 UNITED STATES DOLLARS ($15,000,000) made by the Borrower and payable to the order of the Lender (the “Prior Note”), pursuant to that certain Sixth Amendment to Sixth Amended and Restated Revolving Credit Agreement, dated as of April 7, 2023, and this Revolving Note shall not be deemed a novation thereof. Any and all amounts outstanding under the Prior Note as of the date of this Revolving Note shall be deemed to be amounts outstanding under this Revolving Note.

The Lender is hereby authorized by the Borrower at any time and from time to time at the Lender's sole option to attach a schedule (grid) to this Revolving Note and to endorse thereon notations with respect to each Loan specifying the date and principal amount thereof, and the date and amount of each payment of principal and interest made by the Borrower with respect to each such Loan. The Lender's endorsements as well as its records relating to Loans is rebuttably presumptive evidence of the outstanding principal and interest on the Loans, and, in the event of inconsistency, will prevail over any records of the Borrower and any written confirmations of Loans given by the Borrower.

The Borrower agrees to pay interest on the unpaid principal amount from time to time outstanding under this Revolving Note on the dates and at the rate or rates as set forth in the Agreement.

Payments of both principal and interest are to be made in immediately available funds in lawful money of the United States of America.

I-1

This Revolving Note evidences indebtedness incurred under the Agreement, to which Agreement reference is hereby made for a statement of its terms and provisions, including without limitation those under which this Revolving Note may be paid prior to its due date or have its due date accelerated.

This Revolving Note and any document or instrument executed in connection with this Revolving Note are governed by and construed in accordance with the internal law of the State of Illinois, and are deemed to have been executed in the State of Illinois. This Revolving Note binds the Borrower, its successors and assigns, and inures to the benefit of the Lender, its successors and assigns, except that the Borrower may not transfer or assign any of its rights or interest under this Revolving Note without the prior written consent of the Lender.

FIRST MID BANCSHARES, INC. (f/k/a FIRST MID-ILLINOIS BANCSHARES, INC.)

By:

Title:

By:

Title:

I-2

EXHIBIT II

Officer’s Certificate

April 5, 2024

The Northern Trust Company

50 South LaSalle Street

Chicago, Illinois 60675

Re: Eighth Amendment to Sixth Amended and Restated Credit Agreement (the “Eighth Amendment”), between First Mid Bancshares, Inc. (f/k/a First Mid-Illinois Bancshares, Inc.) (the “Borrower”) and The Northern Trust Company (the “Lender”).

Ladies and Gentlemen:

This certificate is being delivered to the Lender pursuant to Section 3 of the Eighth Amendment. Terms used in this certificate which are defined in the Sixth Amended and Restated Credit Agreement (as amended, the “Agreement”) shall have the same meanings given to them in the Agreement.

In connection with the execution and delivery of the Eighth Amendment, the undersigned officer of the Borrower hereby certifies as follows:

1. After giving effect to the Eighth Amendment, no Event of Default or Unmatured Event of Default under the Agreement, as amended by the Eighth Amendment, has occurred and is continuing; and

2. After giving effect to the Eighth Amendment, the representations and warranties in Section 5 of the Agreement and in Section 3 of the Eighth Amendment are true and correct in all material respects as of the date hereof.

Very truly yours,

FIRST MID BANCSHARES, INC. (f/k/a FIRST MID-ILLINOIS BANCSHARES, INC.)

By:

Title:

II-1

XML

Cover	Apr. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 05, 2024
Entity File Number	0-13368
Entity Registrant Name	FIRST MID BANCSHARES, INC.
Entity Central Index Key	0000700565
Entity Tax Identification Number	37-1103704
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1421 CHARLESTON AVENUE
Entity Address, City or Town	MATTOON
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	61938
City Area Code	(217)
Local Phone Number	234-7454
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	FMBH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false