UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _to _.

Commission file number 001-36434

FIRST MID BANCSHARES, INC.

(Exact name of Registrant as specified in its charter)


Delaware	37-1103704
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)


1421 Charleston Avenue
Mattoon, Illinois	61938
(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 Exchange 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 (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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 8, 2025, 23,997,367 common shares, $4.00 par value, were outstanding.

PART I

ITEM 1. FINANCIAL STATEMENTS

First Mid Bancshares, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(In thousands, except share data)	June 30, 2025			December 31, 2024
Assets
Cash and due from banks:
Non-interest-bearing	$	117,783		$	92,112
interest-bearing		72,158			29,029
Federal funds sold		76			75
Cash and cash equivalents		190,017			121,216
Certificates of deposit		2,030			3,500
Investment securities:
Available-for-sale, at fair value (amortized cost of $1,255,703 and $1,257,436 at June 30, 2025 and December 31, 2024, respectively)		1,076,841			1,063,292
Held-to-maturity, at amortized cost (estimated fair value of $2,287 and $2,279 at June 30, 2025 and December 31, 2024, respectively)		2,287			2,279
Equity securities, at fair value		4,543			4,439
Loans held for sale		7,359			6,614
Loans		5,759,640			5,665,848
Less allowance for credit losses		(71,160	)		(70,182	)
Net loans		5,688,480			5,595,666
Interest receivable		38,001			38,639
Other real estate owned		1,670			2,179
Premises and equipment, net		97,740			100,234
Goodwill, net		203,391			203,391
Intangible assets, net		52,156			58,515
Bank owned life insurance		172,333			170,854
Right of use lease assets		13,152			13,861
Tax assets		58,700			66,858
Other assets		71,775			68,197
Total assets	$	7,680,475		$	7,519,734
Liabilities and stockholders’ equity
Deposits:
Non-interest-bearing	$	1,321,446		$	1,329,155
interest-bearing		4,868,753			4,727,941
Total deposits		6,190,199			6,057,096
Securities sold under agreements to repurchase		193,941			204,122
Interest payable		6,724			5,280
FHLB borrowings		245,000			242,520
Junior subordinated debentures, net		24,384			24,280
Subordinated debt, net		79,590			87,472
Lease liabilities		13,590			14,190
Other liabilities		32,907			38,383
Total liabilities		6,786,335			6,673,343
Stockholders’ equity:
Common stock ($4 par value; authorized 45,000,000 shares; issued 24,657,394 and 24,564,356 shares in 2025 and 2024, respectively; outstanding 23,988,845 and 23,895,807 shares in 2025 and 2024, respectively)		100,630			100,258
Additional paid-in capital		516,495			512,810
Retained earnings		429,342			395,189
Deferred compensation		1,028			2,756
Accumulated other comprehensive loss		(130,710	)		(142,383	)
Treasury stock, at cost (668,549 shares in 2025 and 2024)		(22,645	)		(22,239	)
Total stockholders’ equity		894,140			846,391
Total liabilities and stockholders’ equity	$	7,680,475		$	7,519,734

See accompanying notes to unaudited condensed consolidated financial statements.

First Mid Bancshares, Inc.

Condensed Consolidated Statements of Income (unaudited)

(In thousands, except per share data)


	Three months ended					Six months ended
	June 30,					June 30,
(In thousands, except per share data)	2025		2024			2025			2024
Interest income:
Interest and fees on loans	$	84,784	$	79,560		$	164,702		$	157,383
Interest on investment securities		6,895		7,405			13,672			14,810
Interest on certificates of deposit		28		43			64			63
Interest on federal funds sold		—		8			1			25
Interest on deposits with other financial institutions		1,694		1,667			2,521			4,074
Total interest income		93,401		88,683			180,960			176,355
Interest expense:
Interest on deposits		24,964		26,338			48,686			52,434
Interest on securities sold under agreements to repurchase		1,218		1,615			2,398			3,671
Interest on FHLB borrowings		2,043		2,248			3,850			4,562
Interest on other borrowings		—		—			24			—
Interest on junior subordinated debentures		464		537			932			1,079
Interest on subordinated debentures		849		1,180			1,798			2,374
Total interest expense		29,538		31,918			57,688			64,120
Net interest income		63,863		56,765			123,272			112,235
Provision for credit losses		2,567		1,083			4,219			726
Net interest income after provision for credit losses		61,296		55,682			119,053			111,509
Other income:
Wealth management revenues		5,394		5,405			11,205			10,727
Insurance commissions		7,840		6,531			17,765			15,744
Service charges		2,995		3,227			5,896			6,183
Securities losses, net		—		(156	)		(181	)		(156	)
Mortgage banking revenue, net		1,070		1,038			1,781			1,744
ATM/debit card revenue		4,636		4,281			8,282			8,336
Bank owned life insurance		1,206		1,192			2,893			2,313
Other		452		904			816			2,009
Total other income		23,593		22,422			48,457			46,900
Other expense:
Salaries and employee benefits		33,623		30,164			65,371			60,612
Net occupancy and equipment expense		7,869		7,507			16,348			15,067
Net other real estate owned expense		75		85			176			64
FDIC insurance		873		902			1,722			1,771
Amortization of intangible assets		3,121		3,340			6,352			6,837
Stationery and supplies		367		370			798			761
Legal and professional		2,757		2,536			5,833			4,985
ATM/debit card		1,144		1,281			2,975			2,472
Marketing and donations		777		814			1,629			1,676
Other		4,156		4,392			8,030			10,508
Total other expense		54,762		51,391			109,234			104,753
Income before income taxes		30,127		26,713			58,276			53,656
Income taxes		6,689		6,968			12,667			13,408
Net income	$	23,438	$	19,745		$	45,609		$	40,248
Per share data:
Basic net income per common share	$	0.98	$	0.83		$	1.91		$	1.69
Diluted net income per common share		0.98		0.82			1.90			1.68

See accompanying notes to unaudited condensed consolidated financial statements.

First Mid Bancshares, Inc.

Condensed Consolidated Statements of Comprehensive Income (unaudited)


	Three months ended					Six months ended
	June 30,					June 30,
(In thousands)	2025		2024			2025			2024
Net income	$	23,438	$	19,745		$	45,609		$	40,248
Other comprehensive income (loss)
Unrealized gains (losses) on available-for-sale securities, net of tax benefit (expense) of ($1,744) and ($208) for three months ended June 30, 2025 and 2024, respectively and ($4,338) and $4,017 for the six months ended June 30, 2025 and 2024, respectively		4,640		556			11,542			(10,684	)
Less: reclassification adjustment for realized losses included in net income, net of tax benefit of $0 and $43 for three months ended June 30, 2025 and 2024, respectively and $50 and $43 for the six months ended June 30, 2025 and 2024, respectively		—		(113	)		(131	)		(113	)
Other comprehensive income (loss), net of taxes		4,640		669			11,673			(10,571	)
Comprehensive income	$	28,078	$	20,414		$	57,282		$	29,677

See accompanying notes to unaudited condensed consolidated financial statements.

First Mid Bancshares, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

For the three months ended June 30, 2025 and 2024


(In thousands)	Common Stock			Additional Paid-In- Capital			Retained Earnings			Deferred Compensation			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
March 31, 2025	$	100,602		$	515,975		$	411,633		$	509		$	(135,350	)	$	(22,420	)	$	870,949
Net income		—			—			23,438			—			—			—			23,438
Other comprehensive income, net tax		—			—			—			—			4,640			—			4,640
Cash dividends on common stock (.24/share)		—			—			(5,729	)		—			—			—			(5,729	)
Forfeiture of 150 restricted shares pursuant to the 2017 stock incentive plan		—			(6	)		—			—			—			—			(6	)
Issuance of 7,079 common shares pursuant to the employee stock purchase plan		28			182			—			—			—			—			210
Grant of restricted units pursuant to 2017 stock incentive plan		—			279			—			—			—			—			279
Deferred compensation		—			—			—			(47	)		—			(225	)		(272	)
Vested restricted shares/units compensation expense		—			65			—			566			—			—			631
June 30, 2025	$	100,630		$	516,495		$	429,342		$	1,028		$	(130,710	)	$	(22,645	)	$	894,140

March 31, 2024	$	100,166		$	511,785		$	353,694		$	832		$	(147,667	)	$	(20,858	)	$	797,952
Net income		—			—			19,745			—			—			—			19,745
Other comprehensive income, net tax		—			—			—			—			669			—			669
Cash dividends on common stock (.23/share)		—			—			(5,472	)		—			—			—			(5,472	)
Forfeiture of 384 restricted shares pursuant to the 2017 stock incentive plan		(2	)		(11	)		—			—			—			—			(13	)
Issuance of 7,323 common shares pursuant to the employee stock purchase plan		30			174			—			—			—			—			204
Grant of restricted units pursuant to 2017 stock incentive plan		—			174			—			—			—			—			174
Deferred compensation		—			—			—			62			—			(223	)		(161	)
Vested restricted shares/units compensation expense		—			59			—			488			—			—			547
June 30, 2024	$	100,194		$	512,181		$	367,967		$	1,382		$	(146,998	)	$	(21,081	)	$	813,645

First Mid Bancshares, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

For the six months ended June 30, 2025


(In thousands)	Common Stock		Additional Paid-In- Capital			Retained Earnings			Deferred Compensation			Accumulated Other Comprehensive Loss			Treasury Stock			Total
December 31, 2024	$	100,258	$	512,810		$	395,189		$	2,756		$	(142,383	)	$	(22,239	)	$	846,391
Net income		—		—			45,609			—			—			—			45,609
Other comprehensive income, net tax		—		—			—			—			11,673			—			11,673
Cash dividends on common stock (0.48/share)		—		—			(11,456	)		—			—			—			(11,456	)
Issuance of 73,468 restricted shares pursuant to 2017 stock incentive plan, net of forfeitures		294		2,569			—			—			—			—			2,863
Issuance of 5,600 common shares pursuant to 2017 stock incentive plan		22		196			—			—			—			—			218
Issuance of 13,970 common shares pursuant to the employee stock purchase plan		56		370			—			—			—			—			426
Deferred compensation		—		—			—			(2,826	)		—			(406	)		(3,232	)
Grant of restricted units pursuant to 2017 stock incentive plan		—		2,070			—			—			—			—			2,070
Release of restricted units pursuant to 2017 stock incentive plan		—		(1,634	)		—			—			—			—			(1,634	)
Vested restricted shares/units compensation expense		—		114			—			1,098			—			—			1,212
June 30, 2025	$	100,630	$	516,495		$	429,342		$	1,028		$	(130,710	)	$	(22,645	)	$	894,140

First Mid Bancshares, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

For the six months ended June 30, 2024


(In thousands)	Common Stock		Additional Paid-In- Capital			Retained Earnings			Deferred Compensation			Accumulated Other Comprehensive Loss			Treasury Stock			Total
December 31, 2023	$	99,919	$	509,314		$	338,662		$	2,629		$	(136,427	)	$	(20,893	)	$	793,204
Net income		—		—			40,248			—			—			—			40,248
Other comprehensive loss, net tax		—		—			—			—			(10,571	)		—			(10,571	)
Cash dividends on common stock (0.46/share)		—		—			(10,943	)		—			—			—			(10,943	)
Issuance of 47,196 restricted shares pursuant to 2017 stock incentive plan, net of forfeitures		189		1,390			—			—			—			—			1,579
Issuance of 5,600 common shares pursuant to 2017 stock incentive plan		22		166			—			—			—			—			188
Issuance of 15,935 common shares pursuant to the employee stock purchase plan		64		334			—			—			—			—			398
Deferred compensation		—		—			—			(2,226	)		—			(188	)		(2,414	)
Grant of restricted units pursuant to 2017 stock incentive plan		—		1,485			—			—			—			—			1,485
Release of restricted units pursuant to 2017 stock incentive plan		—		(617	)		—			—			—			—			(617	)
Vested restricted shares/units compensation expense		—		109			—			979			—			—			1,088
June 30, 2024	$	100,194	$	512,181		$	367,967		$	1,382		$	(146,998	)	$	(21,081	)	$	813,645

See accompanying notes to unaudited condensed consolidated financial statements.

First Mid Bancshares, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)


	Six months ended June 30,
(In thousands)	2025			2024
Cash flows from operating activities:
Net income	$	45,609		$	40,248
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		4,219			726
Depreciation, amortization and accretion, net		9,864			10,348
Change in cash surrender value of bank owned life insurance		(2,406	)		(2,313	)
Gain on death benefit paid from bank owned life insurance		(487	)		—
Stock-based compensation expense		1,359			1,185
Operating lease payments		(1,639	)		(1,672	)
Loss on investment securities, net		181			156
Loss (gain) on sales and write-downs of other real estate owned, net		88			(86	)
Loss on sale of premises and equipment		79			—
Gain on sale of loans held for sale, net		(1,676	)		(1,179	)
Loss (gain) on repayment of subordinated debentures		289			(100	)
Gain on repayment of FHLB advances		(85	)		—
Decrease (increase) in accrued interest receivable		638			(2,244	)
Increase in accrued interest payable		1,635			62
Origination of loans held for sale		(74,148	)		(45,536	)
Proceeds from sale of loans held for sale		75,079			42,699
Decrease in other assets		2,232			18,037
Decrease in other liabilities		(5,200	)		(7,311	)
Net cash provided by operating activities		55,631			53,020
Cash flows from investing activities:
Proceeds from maturities of certificates of deposit		1,470			—
Purchases of certificates of deposit		—			(2,275	)
Proceeds from sales of securities available-for-sale		8,291			15,875
Proceeds from maturities of securities available-for-sale		60,018			44,651
Purchases of securities available-for-sale		(67,737	)		(8,972	)
Purchase of securities held-to-maturity		(38	)		(21	)
Net decrease (increase) in loans		(97,005	)		22,419
Purchases of premises and equipment		(3,713	)		(2,595	)
Proceeds from sale of premises and equipment		3,718			—
Proceeds from sales of other real property owned		458			182
Proceeds from bank owned life insurance death benefit		1,414			—
Net cash provided by (used in) investing activities		(93,124	)		69,264
Cash flows from financing activities:
Net increase (decrease) in deposits		133,103			(7,880	)
Decrease in repurchase agreements		(10,181	)		(7,766	)
Proceeds from FHLB advances		125,000			75,000
Repayment of FHLB advances		(122,435	)		(75,000	)
Proceeds from short-term debt		4,000			—
Repayment of short-term debt		(4,000	)		—
Repayment of subordinated debenture		(8,381	)		(3,865	)
Proceeds from issuance of common stock		644			586
Dividends paid on common stock		(11,456	)		(10,943	)
Net cash provided by (used in) financing activities		106,294			(29,868	)
Increase in cash and cash equivalents		68,801			92,416
Cash and cash equivalents at beginning of period		121,216			143,064
Cash and cash equivalents at end of period	$	190,017		$	235,480

See accompanying notes to unaudited condensed consolidated financial statements.

First Mid Bancshares, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)


	Six months ended June 30,
(In thousands)	2025		2024
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	56,244	$	64,142
Income taxes, net of refunds		8,133		(657	)
Supplemental disclosures of noncash investing and financing activities
Loans transferred to other real estate	$	28	$	456
Initial recognition of right-of-use assets		713		2,109
Initial recognition of lease liabilities		713		2,109

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 -- Basis of Accounting and Consolidation

The unaudited condensed consolidated financial statements include the accounts of First Mid Bancshares, Inc. (“Company”) and its wholly owned subsidiaries: First Mid Bank & Trust, N.A. (“First Mid Bank”), First Mid Wealth Management Company, First Mid Insurance Group, Inc. (“First Mid Insurance”), and First Mid Captive, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The financial information reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods ended June 30, 2025 and 2024, and all such adjustments are of a normal recurring nature. Certain amounts in the prior year’s consolidated financial statements may have been reclassified to conform to the June 30, 2025 presentation and there was no impact on net income or stockholders’ equity. The results of the interim period ended June 30, 2025 are not necessarily indicative of the results expected for the year ending December 31, 2025. The 2024 year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all the information required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements and related footnote disclosures although the Company believes that the disclosures made are adequate to make the information not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2024 Annual Report on Form 10-K.

Mid Rivers Insurance Group, Inc.

During the quarter ended September 30, 2024, Mid Rivers Insurance Group, Inc. was acquired by the Company for a purchase price of $10.1 million and immediately merged into First Mid Insurance Group.

Website

The Company maintains a website at www.firstmid.com. All periodic and current reports of the Company and amendments to these reports filed with the Securities and Exchange Commission (“SEC”) can be accessed, free of charge, through this website as soon as reasonably practicable after these materials are filed with the SEC.

General Litigation

The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.

Segment Reporting

The Company operates as a single segment entity for financial reporting purposes and has adopted ASU 2023-07 during the year ended December 31, 2024. The Chief Financial and Risk Officer, Jordan D. Read (CFO), serves as the Company’s chief operating decision maker (CODM). The CODM allocates resources and assesses performance of the Company based on the consolidated performance, excluding all significant intercompany balances and transactions, of the Company and its wholly owned subsidiaries and does not significantly utilize disaggregated segment financial information for decision making and resource allocation. Management has reviewed the requirements of ASU 2023-07 and has determined that no additional segment disclosures are required. Specifically,

•

the Company does not use the tracked performance on the disaggregated segment level for decision-making or resource allocation purposes,

•

no significant segment-specific expenses or performance metrics are used internally for decision-making or resource allocation purposes, and

•

the level of financial consolidation presented in these financial statements aligns with the CODM’s internal reporting and decision-making process.

Based on this assessment the Company’s financial statement disclosures fully comply with ASC 2023-07, and no additional qualitative segment disclosures are necessary.

Stock Plans

At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the First Mid-Illinois Bancshares, Inc. 2017 Stock Incentive Plan (“SI Plan”). The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of common stock of the Company on the terms and conditions established in the SI Plan.

Following the stockholders’ approval at the 2025 annual meeting of the Company, a maximum of 1,000,000 shares of common stock may be issued under the SI Plan. There have been no stock options awarded under any Company plan since 2008. The Company has awarded 79,635 and 53,766 shares of restricted stock during the six months ended June 30, 2025 and 2024, respectively, and 53,130 and 39,150 restricted stock units during the six months ended June 30, 2025 and 2024, respectively.

Employee Stock Purchase Plan

At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 15% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code.

A maximum of 600,000 shares of common stock may be issued under the ESPP. During the six months ended June 30, 2025 and 2024, 13,970 shares and 15,935 shares, respectively, were issued pursuant to the ESPP.

Captive Insurance Company

First Mid Captive, Inc. (the “Captive"), a wholly owned subsidiary of the Company which was formed and began operations in December 2019, is a Nevada-based captive insurance company. The Captive insures against certain risks unique to operations of the Company and its subsidiaries for which insurance may not be currently available or economically feasible in today's insurance marketplace. The Captive pools resources with several other similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves. The Captive is subject to regulations of the State of Nevada and undergoes periodic examinations by the Nevada Division of Insurance. It has elected to be taxed under Section 831(b) of the Internal Revenue Code. Pursuant to Section 831(b), if gross premiums do not exceed $2.85 million, then the Captive is taxable solely on its investment income. The Captive is included in the Company's consolidated financial statements and its federal income return.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss included in stockholders’ equity as of June 30, 2025 and December 31, 2024 are as follows (in thousands):


	Unrealized Losses on Securities
June 30, 2025
Net unrealized losses on securities available-for-sale	$	(178,862	)
Tax benefit		48,152
Balance at June 30, 2025	$	(130,710	)

December 31, 2024
Net unrealized losses on securities available-for-sale	$	(194,144	)
Tax benefit		51,761
Balance at December 31, 2024	$	(142,383	)

Amounts reclassified from accumulated other comprehensive loss and the affected line items in the statements of income during the three and six months ended June 30, 2025 and 2024, were as follows (in thousands):


	Amounts Reclassified from Other Comprehensive Loss
	Three months ended					Six months ended
	June 30,					June 30,
	2025		2024			2025			2024			Affected Line Item in the Statements of Income
Realized loss on available-for-sale securities, net	$	—	$	(156	)	$	(181	)	$	(156	)	Securities losses, net
Tax effect		—		43			50			43		Income taxes
Total reclassifications out of accumulated other comprehensive loss	$	—	$	(113	)	$	(131	)	$	(113	)	Net reclassified amount

See “Note 3 – Investment Securities” for more detailed information regarding unrealized losses on available-for-sale securities.

New Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board issued ASU No. 2023-09, Income Tax (Topic 740): Improvements to Income Tax Disclosures. The amendments expand the disclosure requirements of income taxes, primarily related to the income tax rate reconciliation and income taxes paid with the intention to enhance transparency and decision usefulness of income tax disclosures. The amendments are effective for the fiscal years beginning after December 15, 2024 10-K filings. Early adoption was permitted but not applied. The adoption of this accounting pronouncement will have no impact on the Financial Statements aside from additional disclosures presented in the Notes to Consolidated Financial Statements in the year ending December 31, 2025 10-K filing.

Note 2 -- Earnings Per Share

Basic net income per common share available to common stockholders is calculated as net income less preferred stock dividends divided by the weighted average number of common shares outstanding. Diluted net income per common share available to common stockholders is computed using the weighted average number of common shares outstanding, increased by the Company’s stock options, unless anti-dilutive.

The components of basic and diluted net income per common share available to common stockholders for the three and six months ended June 30, 2025 and 2024 were as follows:


	Three months ended				Six months ended
	June 30,				June 30,
	2025		2024		2025		2024
Basic net income per common share
Available to common stockholders:
Net income	$	23,438,000	$	19,745,000	$	45,609,000	$	40,248,000
Weighted average common shares outstanding		23,867,592		23,896,210		23,863,229		23,884,472
Basic earnings per common share	$	0.98	$	0.83	$	1.91	$	1.69

Diluted net income per common share
Available to common stockholders:
Net income applicable to diluted earnings per share	$	23,438,000	$	19,745,000	$	45,609,000	$	40,248,000
Weighted average common shares outstanding		23,867,592		23,896,210		23,863,229		23,884,472
Dilutive potential common shares: restricted stock awarded		121,382		101,942		110,954		94,772
Diluted weighted average common shares outstanding		23,988,974		23,998,152		23,974,183		23,979,244
Diluted earnings per common share	$	0.98	$	0.82	$	1.90	$	1.68

There were no shares excluded when computing diluted earnings per share for the three and six months ended June 30, 2025 and 2024 because they were anti-dilutive.

Note 3 -- Investment Securities

The amortized cost, gross unrealized gains and losses and estimated fair values for available-for-sale and held-to-maturity securities by major security type at June 30, 2025 and December 31, 2024 were as follows (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
June 30, 2025
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	199,299	$	—	$	(15,683	)	$	183,616
Obligations of states and political subdivisions		325,609		202		(64,487	)		261,324
Mortgage-backed securities: GSE residential		685,640		1,277		(98,206	)		588,711
Other securities		45,155		—		(1,965	)		43,190
Total available-for-sale	$	1,255,703	$	1,479	$	(180,341	)	$	1,076,841
Held-to-maturity:
Other investments	$	2,287	$	—	$	—		$	2,287
Total held-to-maturity	$	2,287	$	—	$	—		$	2,287
December 31, 2024
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	212,513	$	3	$	(21,158	)	$	191,358
Obligations of states and political subdivisions		324,046		135		(56,441	)		267,740
Mortgage-backed securities: GSE residential		653,760		552		(114,570	)		539,742
Other securities		67,117		—		(2,665	)		64,452
Total available-for-sale	$	1,257,436	$	690	$	(194,834	)	$	1,063,292
Held-to-maturity:
Other investments	$	2,279	$	—	$	—		$	2,279
Total held-to-maturity	$	2,279	$	—	$	—		$	2,279

The Company also had $4.5 million and $4.4 million of equity securities, at fair value, as of June 30, 2025 and December 31, 2024, respectively. The Company's held-to-maturity securities are annuities for which the risk of loss is minimal. As such, as of June 30, 2025, the Company did not record an allowance for credit losses on its held-to-maturity securities.

Realized gains and losses resulting from sales of securities were as follows during the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three months ended					Six months ended
	June 30,					June 30,
	2025		2024			2025			2024
Gross gains	$	—	$	35		$	—		$	(35	)
Gross losses		—		(191	)		(181	)		(191	)

The following table indicates the expected maturities of investment securities classified as available-for-sale presented at fair value, and held-to-maturity presented at amortized cost, at June 30, 2025 and the weighted average yield for each range of maturities (dollars in thousands):


	One year or less			After 1 through 5 years			After 5 through 10 years			After ten years			Total
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	173,774		$	9,842		$	—		$	—		$	183,616
Obligations of state and political subdivisions		35,798			134,711			88,303			2,512			261,324
Mortgage-backed securities: GSE residential		28			7,914			34,567			546,202			588,711
Other securities		35,238			7,118			834			—			43,190
Total available-for-sale investments	$	244,838		$	159,585		$	123,704		$	548,714		$	1,076,841
Weighted average yield		2.02	%		2.25	%		2.28	%		2.13	%		2.14	%
Full tax-equivalent yield		2.14	%		2.77	%		2.69	%		2.14	%		2.31	%
Held to maturity:
Other investments	$	—		$	—		$	—		$	2,287		$	2,287
Total held-to-maturity	$	—		$	—		$	—		$	2,287		$	2,287
Weighted average yield		—	%		—	%		—	%		—	%		—	%
Full tax-equivalent yield		—	%		—	%		—	%		—	%		—	%

The weighted average yields are calculated based on the amortized cost and effective yields weighted for the scheduled maturity of each security. Tax-equivalent yields have been calculated using a 21% tax rate. With the exception of obligations of the U.S. Treasury and other U.S. government agencies and corporations, there were no investment securities of any single issuer, which the book value exceeded 10% of stockholders' equity at June 30, 2025.

Investment securities carried at approximately $492.6 million and $632.9 million at June 30, 2025 and December 31, 2024, respectively, were pledged to secure public deposits and repurchase agreements and for other purposes as permitted or required by law.

The following table presents the aging of gross unrealized losses and fair value by investment category as of June 30, 2025 and December 31, 2024 (in thousands):


	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
June 30, 2025
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	1,583	$	(2	)	$	182,033	$	(15,681	)	$	183,616	$	(15,683	)
Obligations of states and political subdivisions		8,584		(323	)		242,507		(64,164	)		251,091		(64,487	)
Mortgage-backed securities: GSE residential		12,212		(155	)		495,160		(98,051	)		507,372		(98,206	)
Other securities		—		—			40,439		(1,965	)		40,439		(1,965	)
Total	$	22,379	$	(480	)	$	960,139	$	(179,861	)	$	982,518	$	(180,341	)
December 31, 2024
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	1,340	$	—		$	189,327	$	(21,158	)	$	190,667	$	(21,158	)
Obligations of states and political subdivisions		20,349		(1,248	)		241,502		(55,193	)		261,851		(56,441	)
Mortgage-backed securities: GSE residential		1,135		(18	)		511,746		(114,552	)		512,881		(114,570	)
Other securities		—		—			58,702		(2,665	)		58,702		(2,665	)
Total	$	22,824	$	(1,266	)	$	1,001,277	$	(193,568	)	$	1,024,101	$	(194,834	)

At June 30, 2025, there were five hundred forty-three available-for-sale securities with a fair value of $960.1 million and unrealized losses of $179.9 million in a continuous unrealized loss position for twelve months or more. At December 31, 2024, there were five hundred fifty-seven available-for-sale securities with a fair value of $1.0 billion and unrealized losses of $193.6 million in a continuous unrealized loss position for twelve months or more.

At June 30, 2025 and December 31, 2024, there were no held-to-maturity securities in a continuous unrealized loss position for twelve months or more.

The Company does not consider available-for-sale securities with unrealized losses at June 30, 2025, to be experiencing credit losses and recognized no resulting allowance for credit losses. The Company does not intend to sell a significant amount of these investments, and it is more likely than not that the Company will not be required to sell these investments before recovery of the amortized cost basis, which may be the maturity dates of the securities. The unrealized losses occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase.

Note 4 – Loans and Allowance for Credit Losses

Loans are stated at amortized cost net of an allowance for credit losses. Amortized cost is the unpaid principal net of unearned premiums and discounts, and net deferred origination fees and costs. Deferred loan origination fees are reduced by loan origination costs and are amortized to interest income over the life of the related loan using methods that approximated the effective interest rate method. Interest on substantially all loans is credited to income based on the principal amount outstanding.

A summary of loans at June 30, 2025 and December 31, 2024 follows (in thousands):


	June 30, 2025		December 31, 2024
Construction and land development	$	298,953	$	236,258
Agricultural real estate		382,120		391,436
1-4 family residential properties		500,771		502,243
Multifamily residential properties		361,605		334,032
Commercial real estate		2,414,993		2,442,627
Loans secured by real estate		3,958,442		3,906,596
Agricultural loans		305,640		239,138
Commercial and industrial loans		1,328,315		1,340,865
Consumer loans		41,919		54,481
All other loans		164,008		169,232
Total gross loans		5,798,324		5,710,312
Less: loans held for sale		7,359		6,614
		5,790,965		5,703,698
Less:
Net deferred loan fees, premiums and discounts		31,325		37,850
Allowance for credit losses		71,160		70,182
Net loans	$	5,688,480	$	5,595,666

Loans expected to be sold are classified as held for sale in the consolidated financial statements and are recorded at fair value, taking into consideration future commitments to sell the loans. These loans are primarily for 1-4 family residential properties.

Accrued interest on loans, which is excluded from the amortized cost of the balances above, totaled $33.0 million and $33.7 million at June 30, 2025 and December 31, 2024, respectively.

Most of the Company’s business activities are with customers located near the Company's branch locations in Illinois, Missouri, Texas, and Wisconsin. At June 30, 2025, the Company’s loan portfolio included $687.8 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $584.5 million was concentrated in corn and other grain farming. Total loans to borrowers whose businesses are directly related to agriculture increased $57.2 million from $630.6 million at December 31, 2024 due to an increase in the Company's direct merchant financing portfolio through the utilization of additional vendors. Loans concentrated in corn and other grain farming increased $76.9 million from $507.6 million at December 31, 2024. The Company's underwriting practices include collateralization of loans. Any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio.

In addition, the Company has $221.5 million of loans to motels and hotels. The performance of these loans is dependent on borrower specific circumstances as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has $1.0 billion of loans to lessors of non-residential buildings, and $616.2 million of loans to lessors of residential buildings and dwellings.

The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the board of directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation and all borrowers are below regulatory thresholds. The Company can occasionally have outstanding balances to one borrower up to but not exceeding the regulatory threshold should underwriting guidelines warrant. Most of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.

The Company’s lending can be summarized into the following primary areas:

Commercial Real Estate Loans. Commercial real estate loans are generally comprised of loans to small business entities to purchase or expand structures in which the business operations are housed, loans to owners of real estate who lease space to non-related commercial entities, loans for construction and land development, loans to hotel and motel operators, and loans to owners of multi-family residential structures, such as apartment buildings. Commercial real estate loans are underwritten based on historical and projected cash flows of the borrower and secondarily on the underlying real estate pledged as collateral on the debt. For the various types of commercial real estate loans, minimum criteria have been established within the Company’s loan policy regarding debt service coverage while maximum limits on loan-to-value and amortization periods have been defined. Maximum loan-to-value ratios range from 65% to 85% depending upon the type of real estate collateral, while the desired minimum debt coverage ratio is 1.20x to 1.35x. Amortization periods for commercial real estate loans are generally limited to twenty to thirty years, depending on the collateral type and loan-to-value. The Company’s commercial real estate portfolio is below the thresholds that would designate a concentration in commercial real estate lending, as established by the federal banking regulators.

The following table represents the gross commercial real estate loans by property type as of June 30, 2025 (in thousands):


	June 30, 2025		December 31, 2024
Commercial real estate
Owner occupied	$	763,222	$	782,231
Non-owner occupied
Shopping centers and malls		231,879		244,000
Industrial and warehouse		227,174		218,175
Hotels and motels		206,317		206,425
Skilled nursing facility		160,103		172,834
Office		154,472		145,006
Assisted living facility		124,781		119,416
Retail		112,169		110,850
RV parks and campgrounds		101,807		84,346
Medical office		79,898		88,532
Other property types		253,171		270,812
Total commercial real estate	$	2,414,993	$	2,442,627

Commercial and Industrial Loans. Commercial and industrial loans are primarily comprised of working capital loans used to purchase inventory and fund accounts receivable that are secured by business assets other than real estate. These loans are generally written for one year or less. Also, equipment financing is provided to businesses with these loans generally limited to 80% of the value of the collateral and amortization periods limited to seven years. Commercial loans are often accompanied by a personal guaranty of the principal owners of a business. Like commercial real estate loans, the underlying cash flow of the business is the primary consideration in the underwriting process. The financial condition of commercial borrowers is monitored at least annually with the type of financial information required determined by the size of the relationship. Measures employed by the Company for businesses with higher risk profiles include the use of government- assisted lending programs through the Small Business Administration and U.S. Department of Agriculture.

Agricultural and Agricultural Real Estate Loans. Agricultural loans are generally comprised of seasonal operating lines to grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment. Agricultural real estate loans are

primarily comprised of loans for the purchase of farmland. Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year based on industry developed estimates of farm input costs and expected commodity yields and prices. Operating lines are typically written for one year and secured by the crop. Loan-to-value ratios on loans secured by farmland generally do not exceed 80% and have amortization periods ranging from twenty-five to thirty years depending on the loan-to-value. Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate.

Residential Real Estate Loans. Residential real estate loans generally include loans for the purchase or refinance of residential real estate properties consisting of one-to-four units and home equity loans and lines of credit. The Company sells most of its long-term fixed rate residential real estate loans to secondary market investors. The Company also releases the servicing of these loans upon sale. Residential real estate loans are typically underwritten to conform to industry standards including criteria for maximum debt-to-income and loan-to-value ratios as well as minimum credit scores. Loans secured by first liens on residential real estate held in the portfolio typically do not exceed 80% of the value of the collateral and have amortization periods of twenty-five years or less. The Company does not originate subprime mortgage loans.

Consumer Loans. Consumer loans are primarily comprised of loans to individuals for personal and household purposes such as the purchase of an automobile or other living expenses. Minimum underwriting criteria have been established that consider credit score, debt-to-income ratio, employment history, and collateral coverage. Typically, consumer loans are set up on monthly payments with amortization periods based on the type and age of the collateral.

Construction and land development loans. Construction and land development loans are generally comprised of loans of all sizes, across many different industries, and can include properties for commercial businesses or land development or for residential use such as multi-family properties. Commercial and land development loans are underwritten based on historical and projected cash flows of the borrower and secondarily on the underlying real estate pledged as collateral on the debt. Construction and land development loans include unique risks that require enhanced diligence by lending personnel. For these loans, documentation requirements have been established within policy and a specific checklist is followed. Additionally, based on the type of construction loan, the policy is also followed to designate the construction and land development loans as high-volatility commercial real estate if the loan meets the criteria. To ensure consistent construction loan monitoring, loans greater than $2,000,000 must be monitored by the Bank’s construction monitoring staff.

The policy also establishes maximum loan-to-value/amortizations, terms, construction periods, cash investments, pre-sale/lease and other requirements and are specific to the type of property including non-farm, non-residential secured loans as well as multi-family, 1-4 family non-owner occupied, land acquisition/development/vacant lot acquisition, and raw land. Maximum loan-to-value ratios range from 65% to 80% depending upon the type of real estate collateral. Amortization periods for construction and land development loans are generally limited to twenty to thirty years, depending on the collateral type and loan-to-value. The Company’s construction and land development portfolio is below the thresholds that would designate a concentration in construction and land development lending, as established by the federal banking regulators.

Other Loans. Other loans consist primarily of loans to municipalities to support community projects such as infrastructure improvements or equipment purchases. Underwriting guidelines for these loans are consistent with those established for commercial loans with the additional repayment source of the taxing authority of the municipality.

Allowance for Credit Losses

The allowance for credit losses represents the Company’s best estimate of the reserve necessary to adequately account for probable losses expected over the remaining contractual life of the assets. The provision for credit losses is the charge against current earnings that is determined by the Company as the amount needed to maintain an adequate allowance for credit losses. In determining the adequacy of the allowance for credit losses, and therefore the provision to be charged to current earnings, the Company relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by the overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by the Company in evaluating the overall adequacy of the allowance include historical net loan losses, the level and composition of nonaccrual, past due, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates. The Company estimates the appropriate level of allowance for credit losses by evaluating large, individually evaluated loans separately from non-individually evaluated loans.

Individually Evaluated Loans

The Company individually evaluates certain loans for impairment. In general, these loans have been internally identified via the Company’s loan grading system as credits requiring management’s attention due to underlying problems in the borrower’s business

or collateral concerns and the loan or loans identified do not share risk characteristics with other loans. This evaluation considers expected future cash flows, the value of collateral and other factors that may impact the borrower’s ability to make payments when due. For loans greater than $250,000, allowance for credit loss is individually measured each quarter using one of three alternatives: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price, if available; or (3) the fair value of the collateral less costs to sell for collateral dependent loans and loans for which foreclosure is deemed to be probable. A specific allowance is assigned when expected cash flows or collateral are less than the carrying amount of the loan. The carrying value of the loan reflects reductions from prior charge-offs.

Non-Individually Evaluated Loans

Non-individually evaluated loans comprise the vast majority of the Company’s total loan portfolio and include loans in accrual status and those credits not identified as modified loans. A small portion of these loans are considered “criticized” due to the risk rating assigned reflecting elevated credit risk due to characteristics, such as a strained cash flow position, associated with the individual borrowers. Criticized loans are those assigned risk ratings of Special Mention, Substandard, or Doubtful.

To determine the allowance, the loan portfolio is segmented based on similar risk characteristics. The allowance for credit losses is estimated using a discounted cash flow (DCF) methodology. The DCF projects future cash flows over the life of the loan portfolio. Probability of default (PD) and loss given default (LGD) are key components in calculating expected losses in this model. The PD is forecasted using a regression model that determines the likelihood of default with a forward-looking forecast of unemployment rates. The LGD is the percentage of defaulted loans that is ultimately charged off. The allowance is calculated as the net present value of the expected cash flows less the amortized cost basis of the loans. Adjustments to expected losses are made using qualitative factors relevant to each loan segment including merger and acquisition activity, economic conditions, changes in policies, procedures and underwriting, and concentrations. In addition, a forecast, using reasonable and supportable future conditions, is prepared that is used to estimate expected changes to existing and historical conditions in the current period.

The Company also considers specific current economic events occurring globally, in the U.S. and in its local markets. Events considered include the status of global trade agreements, scheduled increases in minimum wage and changes to the minimum salary threshold for overtime provisions, current and projected unemployment rates, current and projected grain and oil prices and economies of local markets where customers work and operate.

Within each pool, risk elements are evaluated that have specific impacts to the borrowers within the pool. These, along with the general risks and events, and the specific lending policies and procedures by loan type described above, are analyzed to estimate the qualitative factors used to adjust the historical loss rates.

During the current period, the following assumptions and factors were considered when determining the historical loss rate and any potential adjustments by loan pool.

Construction and Land Development Loans. Historical losses in this segment remain very low. While inflationary pressures have caused some risk in this segment, most projects are associated with financially strong borrowers. The qualitative factors for this segment reduced for the quarter due to the segment's outstanding balances compared to management's updated policy concentration thresholds.

Agricultural Real Estate Loans. Historical losses in the segment remain very low. Farmland values have increased over an extended period of time and remained stable over the last year. There was no change to the qualitative factor for this segment.

Residential Real Estate Non-Owner Occupied Loans. The loan segment has remained stable throughout the last several years. Both adversely classified and past dues have been consistent. The qualitative factors for this segment did not materially change for the period.

Residential Real Estate Owner Occupied Loans. At the end of the period, there were a lower percentage of past due loans. The qualitative factors for this segment did not materially change for the period.

HELOC Loans. These loans are a small segment to overall loan balances. In the period, there were no changes to the qualitative factors for this segment.

Commercial Real Estate Owner Occupied Loans. This segment has remained stable, despite macro segment concerns over commercial real estate. The Company has previously increased qualitative factors for those conditions and there were no changes to the qualitative factors for this segment the quarter.

Commercial Real Estate Non-Owner Occupied Loans. This segment includes the Company's largest balances. Qualitative factors for this segment increased for the quarter due to an increase in past due loans for the segment.

Agricultural Loans. Losses in this segment are very low. Commodity prices have remained depressed for an extended period but yields have experienced increases from previous concerns from the weather. The qualitative factors of this segment were reduced in the quarter due to a reduction in past due loans for the segment.

Commercial and Industrial Loans. The qualitative factors for this segment were increased over time due to the repricing of higher rates. Given time has passed, and the outlook is for stable to declining rates, this issue has subsided. Considering this, the qualitative factor was reduced in the period.

Consumer Loans. This segment is a small portion of the Company's loan portfolio. This segment will likely be impacted in the event of a recession that may occur. There were no changes to the qualitative factors for this segment during the quarter.

The following table presents the activity in the allowance for credit losses based on portfolio segment for the three and six months ended June 30, 2025 (in thousands):


	Construction and Land Development		Agricultural Real Estate			1-4 Family Residential Properties			Commercial Real Estate			Agricultural Loans			Commercial and Industrial			Consumer Loans			Total
Three months ended June 30, 2025
Beginning balance	$	3,731	$	1,292		$	3,544		$	32,214		$	1,649		$	26,028		$	1,593		$	70,051
Provision (release) for credit loss expense		335		30			(7	)		1,111			1,287			(203	)		14			2,567
Loans charged off		—		—			(55	)		(70	)		(1,386	)		(489	)		(261	)		(2,261	)
Recoveries collected		—		—			134			3			217			282			167			803
Ending balance	$	4,066	$	1,322		$	3,616		$	33,258		$	1,767		$	25,618		$	1,513		$	71,160

Six months ended June 30, 2025
Beginning balance	$	3,275	$	1,361		$	3,579		$	32,669		$	1,957		$	25,602		$	1,739		$	70,182
Provision (release) for credit loss expense		791		(39	)		(21	)		986			2,096			356			50			4,219
Loans charged off		—		—			(94	)		(408	)		(2,503	)		(712	)		(627	)		(4,344	)
Recoveries collected		—		—			152			11			217			372			351			1,103
Ending balance	$	4,066	$	1,322		$	3,616		$	33,258		$	1,767		$	25,618		$	1,513		$	71,160

The following tables present the activity in the allowance for credit losses based on portfolio segment for the three and six months ended June 30, 2024 and for the year ended December 31, 2024 (in thousands):


	Construction and Land Development			Agricultural Real Estate			1-4 Family Residential Properties			Commercial Real Estate			Agricultural Loans			Commercial and Industrial			Consumer Loans			Total
Three months ended June 30, 2024
Beginning balance	$	2,701		$	1,358		$	3,778		$	32,537		$	778		$	24,631		$	2,153		$	67,936
Provision for credit loss expense		(55	)		14			(264	)		376			316			624			72			1,083
Loans charged off		—			—			(34	)		—			(209	)		(368	)		(374	)		(985	)
Recoveries collected		—			—			100			5			—			44			129			278
Ending balance	$	2,646		$	1,372		$	3,580		$	32,918		$	885		$	24,931		$	1,980		$	68,312

Six months ended June 30, 2024
Beginning balance	$	2,918		$	1,366		$	4,220		$	31,758		$	705		$	25,450		$	2,258		$	68,675
Provision (release) for credit loss expense		(272	)		6			(688	)		994			441			15			230			726
Loans charged off		—			—			(101	)		—			(261	)		(642	)		(800	)		(1,804	)
Recoveries collected		—			—			149			166			—			108			292			715
Ending balance	$	2,646		$	1,372		$	3,580		$	32,918		$	885		$	24,931		$	1,980		$	68,312

Twelve months ended December 31, 2024
Beginning Balance	$	2,918		$	1,366		$	4,220		$	31,758		$	705		$	25,450		$	2,258		$	68,675
Provision (release) for credit loss expense		352			(5	)		(785	)		1,178			3,587			510			798			5,635
Loans charged off		—			—			(195	)		(451	)		(2,410	)		(688	)		(2,004	)		(5,748	)
Recoveries collected		5			—			339			184			75			330			687			1,620
Ending balance	$	3,275		$	1,361		$	3,579		$	32,669		$	1,957		$	25,602		$	1,739		$	70,182

Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.

For all loan portfolio segments except 1-4 family residential properties and consumer, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For individually evaluated loans that are considered solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

The Company charges-off 1-4 family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to time frames established by applicable regulatory guidance which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 180 days past due, charge-off of unsecured open-end loans when the loan is 180 days past due, and charge down to the net realizable value when other secured loans are 120 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.

The following table presents the amortized cost basis of collateral-dependent loans by class of loans that were individually evaluated to determine expected credit losses, and the related allowance for credit losses, as of June 30, 2025 (in thousands):


	Collateral						Allowance
	Real Estate		Business Assets		Total		for Credit Losses
Agricultural real estate	$	575	$	—	$	575	$	—
1-4 family residential properties		157		—		157		4
Multifamily residential properties		397		—		397		—
Commercial real estate		4,511		—		4,511		6
Loans secured by real estate		5,640		—		5,640		10
Agricultural loans		—		1,033		1,033		—
Commercial and industrial loans		—		1,183		1,183		291
Other loans		—		2,194		2,194		—
Total loans	$	5,640	$	4,410	$	10,050	$	301

Credit Quality

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, collateral support, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuous basis. The Company uses the following definitions for risk ratings which are commensurate with a loan considered “criticized”:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current credit worthiness and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing factors, conditions and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered pass rated loans.

The following tables present the credit risk profile of the Company’s loan portfolio on amortized cost basis based on risk rating category and year of origination as of June 30, 2025 (in thousands):


	Term Loans by Origination Year												Revolving
Risk rating	2025		2024		2023		2022		2021		Prior		Loans		Total
June 30, 2025
Construction and land development loans
Pass	$	37,106	$	105,536	$	108,091	$	13,793	$	14,984	$	18,923	$	—	$	298,433
Special mention		—		—		—		—		—		366		—		366
Substandard		—		—		—		5		—		8		—		13
Total	$	37,106	$	105,536	$	108,091	$	13,798	$	14,984	$	19,297	$	—	$	298,812
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural real estate loans
Pass	$	23,371	$	24,379	$	13,483	$	134,983	$	62,151	$	110,630	$	—	$	368,997
Special mention		148		200		1,367		800		979		7,319		—		10,813
Substandard		—		—		—		574		—		1,133		—		1,707
Total	$	23,519	$	24,579	$	14,850	$	136,357	$	63,130	$	119,082	$	—	$	381,517
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
1-4 family residential property loans
Pass	$	34,999	$	36,049	$	33,422	$	67,870	$	71,720	$	155,394	$	83,993	$	483,447
Special mention		214		174		—		271		312		709		—		1,680
Substandard		113		299		651		954		765		7,056		822		10,660
Total	$	35,326	$	36,522	$	34,073	$	69,095	$	72,797	$	163,159	$	84,815	$	495,787
Current period gross write-offs	$	—	$	—	$	9	$	—	$	—	$	85	$	—	$	94
Commercial real estate loans
Pass	$	160,943	$	215,564	$	198,315	$	636,078	$	509,632	$	980,943	$	—	$	2,701,475
Special mention		—		2,973		13,640		12,635		298		9,683		—		39,229
Substandard		—		1,473		48		4,902		2,507		4,610		—		13,540
Total	$	160,943	$	220,010	$	212,003	$	653,615	$	512,437	$	995,236	$	—	$	2,754,244
Current period gross write-offs	$	—	$	—	$	—	$	338	$	—	$	70	$	—	$	408
Agricultural loans
Pass	$	158,666	$	86,034	$	16,268	$	20,614	$	13,784	$	3,655	$	—	$	299,021
Special mention		1,113		1,265		2,459		927		122		—		—		5,886
Substandard		410		185		859		13		—		—		—		1,467
Total	$	160,189	$	87,484	$	19,586	$	21,554	$	13,906	$	3,655	$	—	$	306,374
Current period gross write-offs	$	—	$	280	$	1,081	$	836	$	306	$	—	$	—	$	2,503
Commercial and industrial loans
Pass	$	252,605	$	256,036	$	106,096	$	231,321	$	172,600	$	434,968	$	—	$	1,453,626
Special mention		10		6,238		9,731		1,571		4,132		2,108		—		23,790
Substandard		—		248		2,288		1,079		246		7,384		—		11,245
Total	$	252,615	$	262,522	$	118,115	$	233,971	$	176,978	$	444,460	$	—	$	1,488,661
Current period gross write-offs	$	—	$	—	$	14	$	53	$	—	$	645	$	—	$	712
Consumer loans
Pass	$	3,290	$	3,530	$	3,750	$	18,118	$	8,361	$	4,105	$	—	$	41,154
Special mention		—		—		—		51		—		—		—		51
Substandard		—		41		21		127		145		65		—		399
Total	$	3,290	$	3,571	$	3,771	$	18,296	$	8,506	$	4,170	$	—	$	41,604
Current period gross write-offs	$	—	$	8	$	23	$	83	$	42	$	471	$	—	$	627
Total loans
Pass	$	670,980	$	727,128	$	479,425	$	1,122,777	$	853,232	$	1,708,618	$	83,993	$	5,646,153
Special mention		1,485		10,850		27,197		16,255		5,843		20,185		—		81,815
Substandard		523		2,246		3,867		7,654		3,663		20,256		822		39,031
Total	$	672,988	$	740,224	$	510,489	$	1,146,686	$	862,738	$	1,749,059	$	84,815	$	5,766,999
Current period gross write-offs	$	—	$	288	$	1,127	$	1,310	$	348	$	1,271	$	—	$	4,344

The following tables present the credit risk profile of the Company’s loan portfolio based on risk rating category as of December 31, 2024 (in thousands):


	Term Loans by Origination Year												Revolving
Risk rating	2024		2023		2022		2021		2020		Prior		Loans		Total
December 31, 2024
Construction and land development loans
Pass	$	82,696	$	101,715	$	14,390	$	15,817	$	4,735	$	16,342	$	—	$	235,695
Special mention		—		—		—		—		—		382		—		382
Substandard		—		—		6		—		—		10		—		16
Total	$	82,696	$	101,715	$	14,396	$	15,817	$	4,735	$	16,734	$	—	$	236,093
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural real estate loans
Pass	$	25,824	$	17,292	$	159,433	$	55,083	$	48,700	$	73,592	$	—	$	379,924
Special mention		—		192		107		986		1,755		5,630		—		8,670
Substandard		—		141		966		—		—		1,059		—		2,166
Total	$	25,824	$	17,625	$	160,506	$	56,069	$	50,455	$	80,281	$	—	$	390,760
Current period gross write-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
1-4 family residential property loans
Pass	$	46,350	$	36,454	$	74,580	$	75,325	$	61,936	$	110,348	$	79,714	$	484,707
Special mention		175		—		204		326		—		577		59		1,341
Substandard		174		672		916		737		557		6,875		618		10,549
Total	$	46,699	$	37,126	$	75,700	$	76,388	$	62,493	$	117,800	$	80,391	$	496,597
Current period gross write-offs	$	—	$	46	$	13	$	33	$	—	$	103	$	—	$	195
Commercial real estate loans
Pass	$	216,297	$	213,704	$	680,665	$	535,056	$	289,855	$	774,516	$	—	$	2,710,093
Special mention		659		13,732		4,090		2,053		713		10,462		—		31,709
Substandard		—		49		3,844		467		—		4,067		—		8,427
Total	$	216,956	$	227,485	$	688,599	$	537,576	$	290,568	$	789,045	$	—	$	2,750,229
Current period gross write-offs	$	—	$	—	$	151	$	—	$	—	$	300	$	—	$	451
Agricultural loans
Pass	$	175,402	$	24,024	$	13,147	$	9,162	$	1,585	$	2,306	$	—	$	225,626
Special mention		617		2,208		976		100		—		—		—		3,901
Substandard		843		7,092		2,209		—		—		—		—		10,144
Total	$	176,862	$	33,324	$	16,332	$	9,262	$	1,585	$	2,306	$	—	$	239,671
Current period gross write-offs	$	—	$	2,213	$	100	$	52	$	—	$	45	$	—	$	2,410
Commercial and industrial loans
Pass	$	307,785	$	228,411	$	278,845	$	183,042	$	131,005	$	360,610	$	—	$	1,489,698
Special mention		54		1,149		1,277		748		1,020		7,583		—		11,831
Substandard		65		1,410		789		446		98		815		—		3,623
Total	$	307,904	$	230,970	$	280,911	$	184,236	$	132,123	$	369,008	$	—	$	1,505,152
Current period gross write-offs	$	10	$	47	$	207	$	378	$	10	$	36	$	—	$	688
Consumer loans
Pass	$	5,098	$	5,138	$	24,430	$	11,810	$	4,494	$	2,385	$	—	$	53,355
Special mention		—		—		14		—		—		—		—		14
Substandard		12		21		259		216		54		29		—		591
Total	$	5,110	$	5,159	$	24,703	$	12,026	$	4,548	$	2,414	$	—	$	53,960
Current period gross write-offs	$	98	$	63	$	154	$	139	$	59	$	1,491	$	—	$	2,004
Total loans
Pass	$	859,452	$	626,738	$	1,245,490	$	885,295	$	542,310	$	1,340,099	$	79,714	$	5,579,098
Special mention		1,505		17,281		6,668		4,213		3,488		24,634		59		57,848
Substandard		1,094		9,385		8,989		1,866		709		12,855		618		35,516
Total	$	862,051	$	653,404	$	1,261,147	$	891,374	$	546,507	$	1,377,588	$	80,391	$	5,672,462
Current period gross write-offs	$	108	$	2,369	$	625	$	602	$	69	$	1,975	$	—	$	5,748

The following table presents the Company’s loan portfolio aging analysis at June 30, 2025 and December 31, 2024 (in thousands):


	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due			Current		Total Loans Receivable		Total Loans > 90 Days and Accruing
June 30, 2025
Construction and land development	$	89	$	—	$	—	$	89		$	298,723	$	298,812	$	—
Agricultural real estate		—		574		841		1,415			380,102		381,517		—
1-4 family residential properties		362		1,511		2,149		4,022			491,765		495,787		—
Multifamily residential properties		—		—		—		—			360,604		360,604		—
Commercial real estate		14,185		3,796		2,755		20,736			2,372,904		2,393,640		—
Loans secured by real estate		14,636		5,881		5,745		26,262			3,904,098		3,930,360		—
Agricultural loans		—		262		2,557		2,819			303,555		306,374		—
Commercial and industrial loans		369		177		847		1,393			1,323,260		1,324,653		—
Consumer loans		150		32		31		213			41,391		41,604		—
All other loans		—		2,194		—		2,194			161,814		164,008		—
Total loans	$	15,155	$	8,546	$	9,180	$	32,881		$	5,734,118	$	5,766,999	$	—
Percent of total loans								0.57	%
December 31, 2024
Construction and land development	$	6	$	—	$	—	$	6		$	236,087	$	236,093	$	—
Agricultural real estate		—		—		533		533			390,227		390,760		—
1-4 family residential properties		2,209		931		2,089		5,229			491,368		496,597		—
Multifamily residential properties		—		—		472		472			332,172		332,644		—
Commercial real estate		595		553		344		1,492			2,416,093		2,417,585		—
Loans secured by real estate		2,810		1,484		3,438		7,732			3,865,947		3,873,679		—
Agricultural loans		550		—		1,289		1,839			237,832		239,671		—
Commercial and industrial loans		337		89		463		889			1,335,031		1,335,920		—
Consumer loans		442		48		111		601			53,359		53,960		—
All other loans		—		—		—		—			169,232		169,232		—
Total loans	$	4,139	$	1,621	$	5,301	$	11,061		$	5,661,401	$	5,672,462	$	—
Percent of total loans								0.19	%

Individually Evaluated Loans

Within all loan portfolio segments, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Impaired loans, excluding certain modified, are placed on nonaccrual status. Impaired loans include nonaccrual loans and loans modified in restructuring where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status until, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. If the restructured loan is on accrual status prior to being modified, the loan is reviewed to determine if the modified loan should remain on accrual status.

The Company’s policy is to discontinue the accrual of interest income on all loans for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Interest on loans determined to be modified is recognized on an accrual basis in accordance with the restructured terms if the loan is in compliance with the modified terms. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

The amount of interest income recognized by the Company within the periods stated above was due to loans modified in

restructuring that remain on accrual status.

Non-Accrual Loans

The following table presents the amortized cost basis of loans on nonaccrual status and of nonaccrual loans individually evaluated for which no allowance was recorded as of June 30, 2025 and December 31, 2024 (in thousands). There were no loans past due over eighty-nine days that were still accruing.


	June 30, 2025				December 31, 2024
	Nonaccrual with no Allowance for		Total		Nonaccrual with no Allowance for		Total
	Credit Loss		Nonaccrual		Credit Loss		Nonaccrual
Construction and land development	$	5	$	5	$	6	$	6
Agricultural real estate		1,856		1,856		2,213		2,213
1-4 family residential properties		4,708		5,586		4,196		4,937
Commercial real estate		6,841		6,959		4,901		7,716
Loans secured by real estate		13,410		14,406		11,316		14,872
Agricultural loans		1,617		1,617		1,371		11,521
Commercial and industrial loans		1,263		1,986		1,320		2,071
Consumer loans		151		151		311		311
All other loans		2,194		2,194		—		—
Total loans	$	18,635	$	20,354	$	14,318	$	28,775

Interest income that would have been recorded under the original terms of such nonaccrual loans totaled $662,000 and $487,000 for the six months ended June 30, 2025 and 2024, respectively.

Loan Modifications to Borrowers Experiencing Financial Difficulty

The following table shows the amortized cost of loans at June 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
	Payment		Term		Interest		Class of
	Delay		Extension		Rate		Financing
	Investment		Modifications		Reduction		Receivable
June 30, 2025
Agricultural real estate	$	296	$	—	$	—		0.01	%
1-4 family residential properties		40		736		—		0.01	%
Commercial real estate		792		130		505		0.02	%
Loans secured by real estate		1,128		866		505		0.04	%
Commercial and industrial loans		831		81		—		0.02	%
Consumer loans		—		6		—		—	%
Total	$	1,959	$	953	$	505		0.06	%
June 30, 2024
Agricultural real estate	$	317	$	—	$	—		0.01	%
1-4 family residential properties		49		778		—		0.01	%
Commercial real estate		694		216		502		0.03	%
Loans secured by real estate		1,060		994		502		0.05	%
Commercial and industrial loans		168		126		—		0.01	%
Consumer loans		5		12		—		—	%
Total	$	1,233	$	1,132	$	502		0.05	%

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 June 30, 2025 and 2024.


	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due
June 30, 2025
Total loans	$	—	$	—	$	—	$	—
June 30, 2024
1-4 family residential properties	$	25	$	—	$	—	$	25
Commercial real estate		116		—		—		116
Loans secured by real estate		141		—		—		141
Commercial and industrial loans		131		—		—		131
Consumer loans		—		12		—		12
Total loans	$	272	$	12	$	—	$	284

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


	Weighted Average			Weighted Average
	Interest Rate			Term Extension
	Reduction			(in months)
June 30, 2025
Total		—	%		—
June 30, 2024
Commercial and industrial loans		—	%		7.00

A loan is considered to be in payment default once it is 90 days past due under the modified terms. There were no loans modified during the prior twelve months that experienced payment defaults for the three months ended June 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 June 30, 2025 and December 31, 2024 (in thousands):


	June 30, 2025				December 31, 2024
	Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Goodwill not subject to amortization	$	207,151	$	3,760	$	207,151	$	3,760
Intangibles from branch acquisition		3,015		3,015		3,015		3,015
Core deposit intangibles		79,945		49,185		79,945		44,736
Other intangibles		30,857		14,542		30,857		13,180
Total	$	320,968	$	70,502	$	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, 2024, goodwill of $6.9 million was recorded for the acquisition of the stock of Mid Rivers Insurance Group, Inc. (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 Mid Rivers Insurance Group, Inc. 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	)
					3,129
				$	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 June 30, 2025, June 30, 2024 and December 31, 2024 (in thousands):


	June 30, 2025			June 30, 2024			December 31, 2024
Beginning balance	$	5,629		$	6,859		$	6,859
Adjustment to valuation reserve		1			(13	)		7
Mortgage servicing rights amortized		(541	)		(652	)		(1,226	)
Interest only strip		(8	)		(4	)		(11	)
Ending balance	$	5,081		$	6,190		$	5,629
Fair value of portfolio	$	6,310		$	7,246		$	6,716

Total amortization expense for three and six months ended June 30, 2025 and 2024 was as follows (in thousands):


	Three months ended				Six months ended
	June 30,				June 30,
	2025		2024		2025		2024
Core deposit intangibles	$	2,186	$	2,475	$	4,449	$	5,029
Other intangibles		681		577		1,362		1,156
Mortgage servicing rights		254		288		541		652
Total	$	3,121	$	3,340	$	6,352	$	6,837

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 01/01/25-06/30/25	$	6,352
Estimated amortization expense:
For period 07/01/25-12/31/25		5,957
For year ended 12/31/26		10,594
For year ended 12/31/27		9,330
For year ended 12/31/28		8,116
For year ended 12/31/29		6,764

In accordance with GAAP, the Company performed its annual goodwill impairment test as of September 30, 2024 and determined that, as of that date, goodwill was not impaired. The Company believes no test was necessary during the six months ended June 30, 2025 due to the lack of triggering events.

Note 6 -- Repurchase Agreements and Other Borrowings

Securities sold under agreements to repurchase were $193.9 million at June 30, 2025, a decrease of $10.2 million from $204.1 million at December 31, 2024. All the transactions have overnight maturities with a weighted average rate of 2.41%.

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):


	June 30, 2025		December 31, 2024
US Treasury securities and obligations of U.S. government corporations and agencies	$	64,198	$	70,664
Mortgage-backed securities: GSE: residential		129,743		133,458
Total	$	193,941	$	204,122

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


Advance		Term (in years)	Interest Rate	Maturity Date
	25,000,000	overnight	4.45%	July 1, 2025
	25,000,000	1.0	4.33%	November 17, 2025
	25,000,000	3.0	4.40%	June 15, 2026
	25,000,000	3.0	4.37%	May 10, 2027
	25,000,000	3.0	4.32%	May 17, 2027
	25,000,000	5.0	3.95%	June 29, 2028
	25,000,000	5.0	3.93%	June 27, 2029
	5,000,000	10.0	1.15%	October 3, 2029
	5,000,000	10.0	1.12%	October 3, 2029
	10,000,000	10.0	1.39%	December 31, 2029
	25,000,000	5.0	3.46%	February 7, 2030
	25,000,000	10.0	2.71%	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 June 30, 2025 and December 31, 2024 (in thousands):


	Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2025
Available-for-sale securities:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	183,615	$	—	$	183,615	$	—
Obligations of states and political subdivisions		261,325		—		261,325		—
Mortgage-backed securities		588,711		—		588,711		—
Other securities		43,190		—		33,402		9,788
Total available-for-sale securities		1,076,841		—		1,067,053		9,788
Equity securities		4,543		4,543		—		—
Loans held for sale		7,359		—		7,359		—
Derivative assets: interest rate swaps		2,065		—		2,065		—
Total assets	$	1,090,808	$	4,543	$	1,076,477	$	9,788

Derivative liabilities: interest rate swaps	$	1,488	$	—	$	1,488	$	—
December 31, 2024
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 subdivisions		267,740		—		267,740		—
Mortgage-backed securities		539,742		—		539,742		—
Other securities		64,452		—		58,693		5,759
Total available-for-sale securities		1,063,292		—		1,057,533		5,759
Equity securities		4,439		4,439		—		—
Loans held for sale		6,614		—		6,614		—
Derivative assets: interest rate swaps		2,949		—		2,949		—
Total assets	$	1,077,294	$	4,439	$	1,067,096	$	5,759

Derivative liabilities: interest swaps	$	2,006	$	—	$	2,006	$	—

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


	Three months ended June 30, 2025			Six months ended June 30, 2025
Beginning balance	$	5,759		$	5,759
Purchases		7,029			7,029
Maturities		(3,000	)		(3,000	)
Ending balance	$	9,788		$	9,788

	Three months ended June 30, 2024			Six months ended June 30, 2024
Beginning balance	$	5,965		$	6,163
Transfers into Level 3		1			2
Maturities		—			(199	)
Ending balance	$	5,966		$	5,966

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 June 30, 2025 was $4.6 million and a fair value of $4.2 million resulting in specific loss exposures of $366,000.

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 June 30, 2025 was $1.7 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 $578,000.

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 June 30, 2025 and December 31, 2024 (in thousands):


	Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2025
Collateral dependent loans	$	4,206	$	—	$	—	$	4,206
Foreclosed assets held for sale		578		—		—		578
December 31, 2024
Collateral dependent loans	$	16,604	$	—	$	—	$	16,604
Foreclosed assets held for sale		48		—		—		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 June 30, 2025 and December 31, 2024.


June 30, 2025	Fair Value	Valuation Technique	Unobservable Inputs	Range	Weighted Average
Collateral dependent loans	$4,206	Third party valuations	Discount to reflect realizable value less estimated selling costs	0%-40%	20%
Foreclosed assets held for sale	578	Third party valuations	Discount to reflect realizable value less estimated selling costs	0%-40%	35%

December 31, 2024

Fair Value

Valuation
Technique

Unobservable Inputs

Range

Weighted Average

Collateral dependent loans

16,604

Third party
valuations

Discount to reflect realizable value

0%-40%

20%

Foreclosed assets held for sale

48

Third party
valuations

Discount to reflect realizable value less estimated selling costs

0%-40%

35%

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


	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
June 30, 2025
Financial assets
Cash and due from banks	$	189,941	$	189,941	$	189,941	$	—	$	—
Federal funds sold		76		76		76		—		—
Certificates of deposit		2,030		2,030		—		2,030		—
Available-for-sale securities		1,076,841		1,076,841		—		1,067,053		9,788
Held-to-maturity securities		2,287		2,287		2,287		—		—
Equity securities		4,543		4,543		4,543		—		—
Loans held for sale		7,359		7,359		—		7,359		—
Loans net of allowance for credit losses		5,688,480		5,442,527		—		—		5,442,527
Interest receivable		38,001		38,001		—		38,001		—
Federal Reserve Bank stock		19,855		19,855		—		19,855		—
Federal Home Loan Bank stock		10,224		10,224		—		10,224		—
Financial liabilities
Deposits	$	6,190,199	$	6,110,980	$	—	$	5,108,255	$	1,002,725
Securities sold under agreements to repurchase		193,941		193,941		—		193,941		—
Interest payable		6,724		6,724		—		6,724		—
Federal Home Loan Bank borrowings		245,000		244,485		—		244,485		—
Subordinated debt, net		79,590		78,223		—		78,223		—
Junior subordinated debentures, net		24,384		20,463		—		20,463		—

December 31, 2024
Financial assets
Cash and due from banks	$	121,141	$	121,141	$	121,141	$	—	$	—
Federal funds sold		75		75		75		—		—
Certificates of deposit		3,500		3,500		—		3,500		—
Available-for-sale securities		1,063,292		1,063,292		—		1,057,533		5,759
Held-to-maturity securities		2,279		2,279		2,279		—		—
Equity securities		4,439		4,439		4,439		—		—
Loans held for sale		6,614		6,614		—		6,614		—
Loans net of allowance for credit losses		5,595,666		5,314,756		—		—		5,314,756
Interest receivable		38,639		38,639		—		38,639		—
Federal Reserve Bank stock		19,855		19,855		—		19,855		—
Federal Home Loan Bank stock		9,501		9,501		—		9,501		—
Financial liabilities
Deposits	$	6,057,096	$	5,977,113	$	—	$	5,069,853	$	907,260
Securities sold under agreements to repurchase		204,122		204,122		—		204,122		—
Interest payable		5,280		5,280		—		5,280		—
Federal Home Loan Bank borrowings		242,520		240,125		—		240,125		—
Subordinated debentures		87,472		86,062		—		86,062		—
Junior subordinated debentures		24,280		21,411		—		21,411		—

Note 8 -- Leases

As of June 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):


	June 30, 2025			June 30, 2024			December 31, 2024
Operating lease right-of-use assets	$	13,152		$	14,981		$	13,861
Operating lease liabilities		13,590			15,286			14,190
Weighted-average remaining lease term (in years)		4.6			5.0		4.7
Weighted-average discount rate		3.48	%		3.20	%		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	$	1,576
2026		3,103
2027		2,875
2028		2,219
2029		1,764
Thereafter		3,697
Total lease payments		15,234
Less imputed interest		(1,644	)
Total lease liability	$	13,590

The components of lease expense for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):


	Three months ended						Six months ended
	June 30,						June 30,
	2025			2024			2025			2024
Operating lease cost	$	841		$	822		$	1,667		$	1,668
Short-term lease cost		30			31			61			66
Variable lease cost		255			218			598			356
Total lease cost		1,126			1,071			2,326			2,090
Income from subleases		(91	)		(103	)		(171	)		(207	)
Net lease cost	$	1,035		$	968		$	2,155		$	1,883

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):


	June 30, 2025		June 30, 2024
Operating cash flows from operating leases	$	1,639	$	1,672

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.

Derivatives Designated as Hedging Instruments

The following table provides the outstanding notional balances and fair values of outstanding derivatives designated as hedging instruments as of June 30, 2025 and December 31, 2024 (in thousands):


	Balance Sheet Location	Weighted Average Remaining Maturity (Years)	Notional Amount		Estimated Value
June 30, 2025
Fair value hedges:
Interest rate swap agreements	Other liabilities	3.8	$	12,226	$	(1,488	)

December 31, 2024
Fair value hedges:
Interest rate swap agreements	Other liabilities	4.3	$	12,486	$	(2,006	)

The effects of the fair value hedges on the Company's income statement during the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):


		Three months ended					Six months ended
		June 30,					June 30,
Derivative	Location of Gain (Loss) on Derivatives	2025			2024		2025			2024
Interest rate swap agreements	Interest income on loans	$	(103	)	$	20	$	(366	)	$	174


		Three months ended					Six months ended
		June 30,					June 30,
Derivative	Location of Gain (Loss) on Hedged Items	2025		2024			2025		2024
Interest rate swap agreements	Interest income on loans	$	103	$	(20	)	$	366	$	(174	)

As of June 30, 2025, the following amounts were recorded on the consolidated balance sheet related to cumulative basis adjustment for fair value hedges (in thousands):


Line Item in the Balance Sheet in Which the Hedge Item is Included	Carrying Amount of the Hedged Asset		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset
Loans	$	11,649	$	(577	)

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 the six months ended June 30, 2025 (dollars in thousands):


June 30, 2025	Balance Sheet Location	Weighted Average Remaining Maturity (Years)	Notional Amount		Estimated Value
Interest rate swap agreements	Other assets	3.5	$	28,108	$	2,065
Interest rate swap agreements	Other liabilities	3.5		28,108		(2,065	)

Note 10 – Regulatory Capital

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 June 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):


	Actual					Required Minimum For Capital Adequacy Purposes			To Be Well-Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio	Amount		Ratio
June 30, 2025
Total capital (to risk-weighted assets)
Company	$	968,670		15.76	%	$	645,528	> 10.50%	N/A		N/A
First Mid Bank		894,817		14.61	%		643,182	> 10.50%	$	612,554	> 10.00%

Tier 1 capital (to risk-weighted assets)
Company		818,499		13.31	%		522,570	> 8.50%	N/A		N/A
First Mid Bank		824,236		13.46	%		520,671	> 8.50%		490,043	> 8.00%

Common equity tier 1 capital (to risk-weighted assets)
Company		794,115		12.92	%		430,352	> 7.00%	N/A		N/A
First Mid Bank		824,236		13.46	%		428,788	> 7.00%		398,160	> 6.50%

Tier 1 capital (to average assets)
Company		818,499		10.73	%		305,223	> 4.00%	N/A		N/A
First Mid Bank		824,236		10.85	%		303,954	> 4.00%		379,943	> 5.00%


December 31, 2024
Total capital (to risk-weighted assets)
Company	$	935,189		15.37	%	$	639,015	>10.50%	N/A		N/A
First Mid Bank		880,621		14.51	%		637,089	>10.50%	$	606,752	> 10.00%
Tier 1 capital (to risk-weighted assets)
Company		780,096		12.82	%		517,298	> 8.50%	N/A		N/A
First Mid Bank		813,000		13.40	%		515,739	> 8.50%		485,401	> 8.00%
Common equity tier 1 capital (to risk-weighted assets)
Company		755,816		12.42	%		426,010	> 7.00%	N/A		N/A
First Mid Bank		813,000		13.40	%		424,726	> 7.00%		394,389	> 6.50%
Tier 1 capital (to average assets)
Company		780,096		10.33	%		301,976	> 4.00%	N/A		N/A
First Mid Bank		813,000		10.82	%		300,596	> 4.00%		375,745	> 5.00%

The Company's risk-weighted assets, capital, and capital ratios for June 30, 2025 are computed in accordance with Basel III capital rules which were effective January 1, 2015. As of June 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 June 30, 2025 and December 31, 2024 were as follows (in thousands):


	June 30, 2025		December 31, 2024
Unused commitments and lines of credit:
Commercial real estate	$	368,278	$	323,979
Commercial operating		645,588		649,082
Home equity		107,394		105,867
Other		308,883		332,113
Total	$	1,430,143	$	1,411,041
Standby letters of credit	$	19,091	$	16,909

Commitments to originate credit represent approved commercial, residential real estate and home equity loans that are not fully funded as of June 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 in one 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 June 24, 2025, the Board of Directors approved the termination of its previously authorized stock repurchase plan and approved a new stock repurchase program which allows for the repurchase of up to 1,200,000 shares of the Company's issued and outstanding shares of common stock, which represents approximately 5% of the Company's issued and outstanding shares of common stock as of June 24, 2025. The Repurchase Program will be effective on July 1, 2025 and will remain effective until December 31, 2026.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition and results of operations of the Company and its subsidiaries as of, and for the three and six months ended June 30, 2025 and 2024. This discussion and analysis should be read in conjunction with the consolidated financial statements, related notes and selected financial data appearing elsewhere in this report.

Forward-Looking Statements

This document may contain certain forward-looking statements about First Mid, such as discussions of First Mid’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. First Mid intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of First Mid, 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; changes in interest rates; general economic conditions and those in the market areas of First Mid; legislative and/or regulatory changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of First Mid’s 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; accounting principles, policies and guidelines. 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, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

Overview

This overview of management’s discussion and analysis highlights selected information in this document and may not contain all the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates which have an impact on the Company’s financial condition and results of operations you should carefully read this entire document.

Net income was $45.6 million and $40.2 million for the six months ended June 30, 2025 and 2024, respectively. Diluted net income per common share was $1.90 and $1.68 for the six months ended June 30, 2025 and 2024, respectively.

The following table shows the Company’s annualized performance ratios for six months ended June 30, 2025 and 2024, compared to the performance ratios for the year ended December 31, 2024:


	Six months ended						Year ended
	June 30, 2025			June 30, 2024			December 31, 2024
Return on average assets		1.20	%		1.06	%		1.04	%
Return on average common equity		10.52	%		10.14	%		9.67	%
Average equity to average assets		11.44	%		10.44	%		10.76	%

Total assets were $7.7 billion at June 30, 2025, compared to $7.5 billion as of December 31, 2024. From December 31, 2024 to June 30, 2025, cash and cash equivalents increased $68.8 million, net loan balances increased $92.8 million and investment securities increased $13.7 million. Net loan balances were $5.7 billion at June 30, 2025 compared to $5.6 billion at December 31, 2024.

Net interest margin, on a tax equivalent basis, defined as net interest income divided by average interest-earning assets, was 3.66% for the six months ended June 30, 2025, up from 3.30% for the same period in 2024. This increase was primarily due to an increase in earning asset yields and by decreased rates on interest-bearing deposits and borrowings. Net interest income before the provision for credit losses was $123.3 million compared to net interest income of $112.2 million for the same period in 2024. The increase in net interest income was primarily due to the increased net interest margin as mentioned above.

Total non-interest income of $48.5 million increased $1.6 million or 3.3% from $46.9 million for the same period last year. The increase in non-interest income resulted primarily from an increase in insurance commissions, wealth management revenues, and a gain recognized on a death benefit received from bank owned life insurance partially offset by a decrease in miscellaneous income.

Total non-interest expense of $109.2 million increased $4.4 million or 4.2% from $104.8 million for the same period last year. The increase was primarily due to the routine annual increases in salaries and employee benefits, an increase in expense accrued for incentive compensation based on overperformance compared to the 2025 budget, and nonrecurring technology project expenses which were partially offset by the decrease in integration expenses compared to the first two quarters of 2024 related to Blackhawk Bank.

Following is a summary of the factors that contributed to the changes in net income (in thousands):


	Change in Net Income
	2025 versus 2024
	Three months ended			Six months ended
	June 30, 2025			June 30, 2025
Net interest income	$	7,098		$	11,037
Provision for credit losses		(1,484	)		(3,493	)
Other income, including securities transactions		1,171			1,557
Other expenses		(3,371	)		(4,481	)
Income taxes		279			741
Increase in net income	$	3,693		$	5,361

Credit quality is an area of importance to the Company. Total nonperforming loans were $21.9 million at June 30, 2025, compared to

$19.1 million at June 30, 2024 and $29.8 million at December 31, 2024. See the discussion under the heading “Loan Quality and Allowance for Credit Losses” for a detailed explanation of these balances. Repossessed asset balances totaled $1.7 million at June 30, 2025 compared to $1.5 million at June 30, 2024 and $2.2 million at December 31, 2024.

The Company’s provision for credit losses for the six months ended June 30, 2025 and 2024 was $4.2 million and $726,000, respectively. Total loans past due 30 days or more were 0.57% of loans at June 30, 2025 compared to 0.42% at June 30, 2024, and 0.19% of loans at December 31, 2024. Loans secured by both commercial and residential real estate comprised approximately 68.2% of the loan portfolio as of June 30, 2025 and 68.4% as of December 31, 2024.

The Company’s capital position remains strong, and the Company has consistently maintained regulatory capital ratios above the “well-capitalized” standards. The Company’s Tier 1 capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at June 30, 2025 and 2024 and December 31, 2024 was 13.31%, 12.65% and 12.82%, respectively. The Company’s total capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at June 30, 2025 and 2024, and December 31, 2024 was 15.76%, 15.46% and 15.37%, respectively.

The Company’s liquidity position remains sufficient to fund operations and meet the requirements of borrowers, depositors, and creditors. The Company maintains various sources of liquidity to fund its cash needs. See the discussion under the heading “Liquidity” for a full listing of sources and anticipated significant contractual obligations.

The Company 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. The total outstanding commitments at June 30, 2025 and 2024, were $1.4 billion and $1.3 billion, respectively.

Federal Deposit Insurance Corporation Insurance Coverage. As FDIC-insured institutions, First Mid Bank is required to pay deposit insurance premium assessments to the FDIC. Several requirements with respect to the FDIC insurance system have affected results, including insurance assessment rates.

The Company expensed $1.7 million and $1.8 million for the assessment during the first six months of 2025 and 2024, respectively.

Critical Accounting Policies and Use of Significant Estimates

The Company has established various accounting policies that govern the application of U.S. generally accepted accounting principles in the preparation of the Company’s consolidated financial statements. The significant accounting policies and use of significant estimates of the Company are described in the footnotes to the consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K.

Results of Consolidated Operations

Net Interest Income

The largest source of revenue for the Company is net interest income. Net interest income represents the difference between total interest income earned on earning assets and total interest expense paid on interest-bearing liabilities. The amount of interest income is dependent upon many factors, including the volume and mix of earning assets, the general level of interest rates and the dynamics of changes in interest rates. The cost of funds necessary to support earning assets varies with the volume and mix of interest-bearing liabilities and the rates paid to attract and retain such funds.

Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented on a full tax equivalent ("TE") basis in the table that follows. The federal statutory rate in effect of 21% for 2025 and 2024 was used. The TE analysis portrays the income tax benefits associated with the tax-exempt assets. The year-to-date net yield on interest-earning assets excluding the TE adjustments of $1.5 million and $1.2 million for 2025 and 2024, respectively were 3.62% and 3.25% at June 30, 2025 and 2024, respectively.

The Company’s average balances, fully tax equivalent interest income and interest expense, and rates earned or paid for major balance sheet categories are set forth for the three and six months ended June 30, 2025 and 2024 in the following table (dollars in thousands):


	Three months ended June 30, 2025								Three months ended June 30, 2024
	Average					Average			Average					Average
	Balance			Interest		Rate			Balance			Interest		Rate
Assets
Interest-bearing deposits with other financial institutions	$	146,907		$	1,694		4.63	%	$	127,962		$	1,667		5.24	%
Federal funds sold		75			—		0.00	%		23			8		139.89	%
Certificates of deposit		2,515			28		4.47	%		3,745			43		4.62	%
Investment securities (1)		1,082,974			7,381		2.73	%		1,154,991			7,933		2.75	%
Loans net of unearned income (TE) (2)		5,743,312			85,070		5.94	%		5,529,211			79,628		5.79	%
Total earning assets		6,975,783			94,173		5.41	%		6,815,932			89,279		5.27	%
Other nonearning assets		767,422								803,946
Allowance for credit losses		(70,671	)							(67,929	)
Total assets	$	7,672,534							$	7,551,949
Liabilities and stockholders' equity
Interest-bearing deposits
Demand deposits	$	3,119,484		$	15,594		2.01	%	$	3,021,299		$	17,286		2.30	%
Savings deposits		638,174			158		0.10	%		688,057			185		0.11	%
Time deposits		1,078,174			9,213		3.43	%		977,265			8,867		3.65	%
Total interest-bearing deposits		4,835,832			24,965		2.07	%		4,686,621			26,338		2.26	%
Securities sold under agreements to repurchase		199,345			1,218		2.45	%		205,711			1,615		3.16	%
FHLB advances		218,846			2,043		3.74	%		249,187			2,248		3.63	%
Subordinated Debt		79,554			849		4.28	%		106,033			1,180		4.48	%
Junior subordinated debt		24,360			464		7.64	%		24,140			537		8.95	%
Total borrowings		522,105			4,574		3.51	%		585,071			5,580		3.84	%
Total interest-bearing liabilities		5,357,937			29,539		2.21	%		5,271,692			31,918		2.44	%
Non-interest-bearing demand deposits		1,402,374					1.75	%		1,439,414					1.91	%
Other liabilities		35,264								44,595
Stockholders' equity		876,959								796,248
Total liabilities and equity	$	7,672,534							$	7,551,949
Net interest income				$	64,634							$	57,361
Net interest spread							3.20	%							2.83	%
TE net yield on interest-earning assets (3)							3.72	%							3.36	%


	Six months ended June 30, 2025								Six months ended June 30, 2024
	Average					Average			Average					Average
	Balance			Interest		Rate			Balance			Interest		Rate
Assets
Interest-bearing deposits with other financial institutions	$	109,015		$	2,521		4.66	%	$	150,664		$	4,074		5.44	%
Federal funds sold		75			1		3.83	%		559			25		9.03	%
Certificates of deposit		2,837			64		4.58	%		2,645			63		4.76	%
Investment securities (1)		1,086,517			14,635		2.69	%		1,169,829			15,853		2.71	%
Loans net of unearned income (TE) (2)		5,674,946			165,264		5.87	%		5,526,698			157,552		5.73	%
Total earning assets		6,873,390			182,485		5.35	%		6,850,395			177,567		5.21	%
Other nonearning assets		772,272								816,301
Allowance for credit losses		(70,646	)							(68,494	)
Total assets	$	7,575,016							$	7,598,202
Liabilities and stockholders' equity
Interest-bearing deposits
Demand deposits	$	3,079,773		$	30,494		2.00	%	$	3,029,068		$	33,898		2.25	%
Savings deposits		639,424			322		0.10	%		697,953			363		0.10	%
Time deposits		1,050,342			17,871		3.43	%		1,002,655			18,173		3.64	%
Total interest-bearing deposits		4,769,539			48,687		2.06	%		4,729,676			52,434		2.23	%
Securities sold under agreements to repurchase		200,505			2,398		2.41	%		235,149			3,671		3.14	%
FHLB advances		206,653			3,850		3.76	%		253,871			4,562		3.61	%
Subordinated debt		81,073			1,798		4.47	%		106,412			2,374		4.49	%
Junior subordinated debentures		24,333			932		7.72	%		24,112			1,079		9.00	%
Other debt		729			24		6.64	%		—			—		—	%
Total borrowings		513,293			9,002		3.54	%		619,544			11,686		3.79	%
Total interest-bearing liabilities		5,282,832			57,689		2.20	%		5,349,220			64,120		2.41	%
Non-interest-bearing demand deposits		1,386,330					1.74	%		1,403,606					1.91	%
Other liabilities		39,120								51,826
Stockholders' equity		866,734								793,550
Total liabilities and equity	$	7,575,016							$	7,598,202
Net interest income				$	124,796							$	113,447
Net interest spread							3.15	%							2.80	%
TE net yield on interest-earning assets (3)							3.66	%							3.30	%

The tax-exempt income is shown on a tax equivalent basis.

Nonaccrual loans and loans held for sale are included in the average balances. Balances are net of unaccreted discount related to loans acquired.

During the first quarter 2025, the Company changed the methodology utilized for the calculation of net interest margin to be more consistent with what is typically used by peer banks and research analysts. The calculation now is the annualized net interest income on a tax equivalent basis divided by average interest earning assets.

Changes in net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The following table summarizes the approximate relative contribution of changes in average volume and interest rates to changes in net interest income for the three and six months ended June 30, 2025, compared to the same period in 2024 (in thousands):


	Three months ended June 30, 2025 compared to 2024 Increase/(Decrease)									Six months ended June 30, 2025 compared to 2024 Increase/(Decrease)
	Total									Total
	Change			Volume (1)			Rate (1)			Change			Volume (1)			Rate (1)
Earning assets:
Interest-bearing deposits	$	27		$	889		$	(862	)	$	(1,553	)	$	(1,023	)	$	(530	)
Federal funds sold		(8	)		39			(47	)		(24	)		(14	)		(10	)
Certificates of deposit		(15	)		(14	)		(1	)		1			7			(6	)
Investment securities		(552	)		(491	)		(61	)		(1,218	)		(1,123	)		(95	)
Loans (2) (3)		5,442			3,260			2,182			7,712			4,036			3,676
Total interest income	$	4,894		$	3,683		$	1,211		$	4,918		$	1,883		$	3,035
Interest-bearing liabilities:
Interest-bearing deposits
Demand deposits	$	(1,692	)	$	3,244		$	(4,936	)	$	(3,404	)	$	1,537		$	(4,941	)
Savings deposits		(27	)		(12	)		(15	)		(41	)		(41	)		—
Time deposits		346			2,934			(2,588	)		(302	)		1,767			(2,069	)
Securities sold under agreements to repurchase		(397	)		(48	)		(349	)		(1,273	)		(494	)		(779	)
FHLB advances		(205	)		(603	)		398			(712	)		(1,205	)		493
Subordinated debt		(331	)		(281	)		(50	)		(576	)		(566	)		(10	)
Junior subordinated debentures		(73	)		33			(106	)		(147	)		29			(176	)
Other debt		—			—			—			24			—			24
Total interest expense		(2,379	)		5,267			(7,646	)		(6,431	)		1,027			(7,458	)
Net interest income	$	7,273		$	(1,584	)	$	8,857		$	11,349		$	856		$	10,493

Changes attributable to the combined impact of volume and rate have been allocated proportionately to the change due to volume and the change due to rate.

The tax-exempt income is shown on a tax-equivalent basis.

Nonaccrual loans have been included in the average balances.

Tax equivalent net interest income increased $11.3 million, or 10.0%, to $124.8 million for the six months ended June 30, 2025, from $113.4 million for the same period in 2024. Net interest income and net interest margin increased primarily due to an increase in earning asset yields and a decrease in deposit and borrowing rates.

For the six months ended June 30, 2025, average earning assets increased $23.0 million, or 0.3%, and average interest-bearing liabilities decreased $66.4 million or 1.2% compared with average balances for the same period in 2024.

The changes in average balances for these periods are shown below:

•

Average interest-bearing deposits with other financial institutions decreased $41.6 million or 27.6%.

•

Average federal funds sold decreased $484,000 or 86.6%.

•

Average certificates of deposits investments increased $192,000 or 7.3%.

•

Average loans increased by $148.2 million or 2.7%.

•

Average securities decreased by $83.3 million or 7.1%.

•

Average interest-bearing customer deposits increased by $39.9 million or 0.8%.

•

Average securities sold under agreements to repurchase decreased by $34.6 million or 14.7%.

•

Average borrowings and other debt decreased by $71.6 million or 18.6%.

•

Net interest margin increased to 3.66% for the first six months of 2025 from 3.30% for the first six months of 2024.

Provision for Credit Losses

The provision for credit losses for the six months ended June 30, 2025 and 2024 was $4.2 million and $726,000, respectively. Net charge offs were $3.2 million for the six months ended June 30, 2025, compared to net charge offs of $1.1 million for June 30, 2024. Nonperforming loans were $21.9 million and $19.1 million as of June 30, 2025 and 2024, respectively. For information on loan loss experience and nonperforming loans, see discussion under the “Nonperforming Loans” and “Loan Quality and Allowance for Credit Losses” sections below.

Other Income

An important source of the Company’s revenue is other income. The following table sets forth the major components of other income for the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three months ended June 30,											Six months ended June 30,
	2025		2024			$ Change			% Change			2025			2024			$ Change			% Change
Wealth management revenues	$	5,394	$	5,405		$	(11	)		-0.2	%	$	11,205		$	10,727		$	478			4.5	%
Insurance commissions		7,840		6,531			1,309			20.0	%		17,765			15,744			2,021			12.8	%
Service charges		2,995		3,227			(232	)		-7.2	%		5,896			6,183			(287	)		-4.6	%
Security gains (losses), net		—		(156	)		156			-100.0	%		(181	)		(156	)		(25	)		—	%
Mortgage banking revenue, net		1,070		1,038			32			3.1	%		1,781			1,744			37			2.1	%
ATM/debit card revenue		4,636		4,281			355			8.3	%		8,282			8,336			(54	)		-0.6	%
Bank owned life insurance		1,206		1,192			14			1.2	%		2,893			2,313			580			25.1	%
Other		452		904			(452	)		-50.0	%		816			2,009			(1,193	)		-59.4	%
Total other income	$	23,593	$	22,422		$	1,171			5.2	%	$	48,457		$	46,900		$	1,557			3.3	%

Following are explanations of the significant changes in these other income categories for the three and six months ended June 30, 2025 compared to the same period in 2024:

•

Wealth management revenues increased for the six month period due to increased brokerage fees and agricultural services fee incomes.

•

Insurance commissions increased primarily due to the acquisition of MRIG during the third quarter of 2024.

•

Bank owned life insurance income increased approximately $580,000 during the first six months of 2025 compared to the same period in 2024 primarily due the gain recognized on a death claim filed in 2025.

•

Other income decreased due to a loss recognized on the repayment of the Company's subordinated debentures and Captive insurance charges shown as offsetting the company's other income and numerous other miscellaneous decreases.

Other Expense

The following table sets forth the major components of other expense for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):


	Three months ended June 30,										Six months ended June 30,
	2025		2024		$ Change			% Change			2025		2024		$ Change			% Change
Salaries and employee benefits	$	33,623	$	30,164	$	3,459			11.5	%	$	65,371	$	60,612	$	4,759			7.9	%
Net occupancy and equipment expense		7,869		7,507		362			4.8	%		16,348		15,067		1,281			8.5	%
Net other real estate owned expense		75		85		(10	)		-11.8	%		176		64		112			175.0	%
FDIC insurance		873		902		(29	)		-3.2	%		1,722		1,771		(49	)		-2.8	%
Amortization of intangible assets		3,121		3,340		(219	)		-6.6	%		6,352		6,837		(485	)		-7.1	%
Stationery and supplies		367		370		(3	)		-0.8	%		798		761		37			4.9	%
Legal and professional		2,757		2,536		221			8.7	%		5,833		4,985		848			17.0	%
Marketing and donations		777		814		(37	)		-4.5	%		1,629		1,676		(47	)		-2.8	%
ATM/debit card expense		1,144		1,281		(137	)		-10.7	%		2,975		2,472		503			20.3	%
Other operating expenses		4,156		4,392		(236	)		-5.4	%		8,030		10,508		(2,478	)		-23.6	%
Total other expense	$	54,762	$	51,391	$	3,371			6.6	%	$	109,234	$	104,753	$	4,481			4.3	%

Following are explanations for the significant changes in these other expense categories for the three and six months ended June 30, 2025 compared to the same period in 2024:

•

The increase in salaries and employee benefits, the largest component of other expense, is primarily due to regularly scheduled annual raises and increase in expense accrued for incentive compensation to be paid in 2026 based on overperformance compared to the 2025 budgeted net income. Additionally, there is an increase of salary and employee benefits due to the acquisition of MRIG during the third quarter of 2024. There were 1,190 and 1,185 full-time equivalent employees at June 30, 2025 and 2024, respectively.

•

The increase in occupancy and equipment and legal and professional fees expenses are primarily due to nonrecurring technology project expenses in the first two quarter of 2025.

•

The decrease in all other operating expenses during the first six months of 2025 was primarily due to integration related expenses for Blackhawk Bank occurring during the first quarter of 2024.

Income Taxes

Total income tax expense amounted to $12.7 million (21.7% effective tax rate) for the six months ended June 30, 2025, compared to $13.4 million (25.0% effective tax rate) for the same period in 2024. The decrease in effective rate is primarily related the interest expense disallowance decreasing due to the Company beginning to utilize an investment subsidiary during the second quarter of 2024, a decrease in nondeductible expenses, and the state of Illinois law change that became effective during the second quarter of 2024 and required a one-time revalue of deferred taxes.

The Company files U.S. federal and state of Florida, Illinois, Indiana, Missouri, Texas, and Wisconsin income tax returns. As of June 30, 2025, the Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2021.

Analysis of Consolidated Balance Sheets

Securities

The Company’s overall investment objectives are to insulate the investment portfolio from undue credit risk, maintain adequate liquidity, insulate capital against changes in market value and control excessive changes in earnings while optimizing investment performance. The types and maturities of securities purchased are primarily based on the Company’s current and projected liquidity and interest rate sensitivity positions. The following table sets forth the amortized cost of the available-for-sale and held-to-maturity securities as of June 30, 2025 and December 31, 2024 (dollars in thousands):


	June 30, 2025					December 31, 2024
	Amortized Cost		Weighted Average Yield			Amortized Cost		Weighted Average Yield
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	199,299		1.22	%	$	212,513		1.28	%
Obligations of states and political subdivisions		325,609		2.30	%		324,046		2.28	%
Mortgage-backed securities: GSE residential		685,640		2.15	%		653,760		1.88	%
Other securities		47,442		4.73	%		69,396		4.27	%
Total securities	$	1,257,990		2.14	%	$	1,259,715		2.01	%

At June 30, 2025, the Company’s investment portfolio decreased by $1.7 million from December 31, 2024 primarily due to the sale of three securities, paydowns, calls and maturities of various securities mostly offset by the purchase of fifteen securities. When purchasing investment securities, the Company considers its overall liquidity and interest rate risk profile, as well as the adequacy of expected returns relative to the risks assumed. The table below presents the credit ratings as of June 30, 2025 for investment securities (in thousands):


					Average Credit Rating of Fair Value at June 30, 2025 (1)
	Amortized Cost		Estimated Fair Value		AAA		AA +/-		A +/-		BBB +/-		< BBB -		Not rated
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	199,299	$	183,616	$	—	$	183,616	$	—	$	—	$	—	$	—
Obligations of state and political subdivisions		325,609		261,324		44,723		193,939		21,016		—		—		1,646
Mortgage-backed securities (2)		685,640		588,711		—		—		—		—		—		588,711
Other securities		45,155		43,190		—		998		7,187		6,983		—		28,022
Total available-for-sale	$	1,255,703	$	1,076,841	$	44,723	$	378,553	$	28,203	$	6,983	$	—	$	618,379
Held-to-maturity:
Other securities	$	2,287	$	2,287	$	—	$	—	$	—	$	—	$	—	$	2,287
Equity securities:
Federal Agricultural Mtg Corp		85		486		—		—		—		—		—		486
Midwest Independent BankersBank		150		213		—		—		—		—		—		213
Equalize Community Development Fund		3,843		3,844		—		—		—		—		—		3,844
Total equity securities	$	4,078	$	4,543	$	—	$	—	$	—	$	—	$	—	$	4,543

Credit ratings reflect the lowest current rating assigned by a nationally recognized credit rating agency.

Mortgage-backed securities include mortgage-backed securities (MBS) and collateralized mortgage obligation (CMO) issues from the following government sponsored enterprises: FHLMC, FNMA, GNMA and FHLB. While MBS and CMOs are no longer explicitly rated by credit rating agencies, the industry recognizes that they are backed by agencies which have an implied government guarantee.

Loans

The loan portfolio is the largest category of the Company’s earning assets. The following table summarizes the composition of the loan portfolio at amortized cost, including loans held for sale, as of June 30, 2025 and December 31, 2024 (in thousands):


	June 30, 2025					December 31, 2024
	Amortized Cost		% Outstanding Loans			Amortized Cost		% Outstanding Loans
Construction and land development	$	298,812		5.2	%	$	236,093		4.2	%
Agricultural real estate		381,517		6.6	%		390,760		6.9	%
1-4 family residential properties		495,787		8.6	%		496,597		8.8	%
Multifamily residential properties		360,604		6.3	%		332,644		5.9	%
Commercial real estate		2,393,640		41.5	%		2,417,585		42.6	%
Loans secured by real estate		3,930,360		68.2	%		3,873,679		68.4	%
Agricultural loans		306,374		5.3	%		239,671		4.2	%
Commercial and industrial loans		1,324,653		23.0	%		1,335,920		23.6	%
Consumer loans		41,604		0.7	%		53,960		1.0	%
All other loans		164,008		2.8	%		169,232		2.8	%
Total loans	$	5,766,999		100.0	%	$	5,672,462		100.0	%

Loan balances increased $94.5 million, or 1.7%. The increase was primarily due to construction and land development and multifamily residential properties increasing and increased seasonal demand for agricultural operating loans partially offset by decreases in all other loan types. The balance of real estate loans held for sale, included in the balances shown above, amounted to $7.4 million and $6.6 million as of June 30, 2025 and December 31, 2024, respectively.

Commercial real estate loans generally involve higher credit risks than residential real estate and consumer loans. Because payments on loans secured by commercial real estate or equipment are often dependent upon the successful operation and management of the underlying assets, repayment of such loans may be influenced to a great extent by conditions in the market or the economy. The Company does not have any sub-prime mortgages or credit card loans outstanding which are also generally considered to be higher credit risk.

Loans are geographically dispersed primarily throughout Illinois, the St. Louis Metro area, central Missouri, Texas, and southern Wisconsin. While these regions have experienced some economic stress during 2024 and 2025, the Company does not consider these locations high risk areas.

First Mid Bank does not have a concentration, as defined by the regulatory agencies, in construction and land development loans or commercial real estate loans as a percentage of the sum of Tier 1 Capital and allowance for loan loss for the periods shown above. At June 30, 2025 and December 31, 2024, First Mid Bank did have industry loan concentrations that exceeded 25% of the sum of Tier 1 Capital and allowance for loan loss in the following industries (dollars in thousands):


	June 30, 2025					December 31, 2024
	Principal balance		% Outstanding Loans			Principal balance		% Outstanding Loans
Other grain farming	$	584,470		10.13	%	$	507,555		8.95	%
Lessors of non-residential buildings		1,046,682		18.15	%		1,049,372		18.50	%
Lessors of residential buildings and dwellings		616,200		10.68	%		557,285		9.82	%
Hotels and motels		221,541		3.84	%	not applicable

First Mid Bank had no further industry loan concentrations in excess of 25% of the sum of Tier 1 Capital and allowance for loan loss.

The following table presents the balance of loans outstanding as of June 30, 2025, by contractual maturities (in thousands):


	Maturity (1)
	One year or less (2)		Over 1 through 5 years		Over 5 years		Total
Construction and land development	$	42,902	$	135,272	$	120,638	$	298,812
Agricultural real estate		39,299		119,439		222,779		381,517
1-4 family residential properties		28,165		96,253		371,369		495,787
Multifamily residential properties		87,043		215,014		58,547		360,604
Commercial real estate		325,276		1,400,931		667,433		2,393,640
Loans secured by real estate		522,685		1,966,909		1,440,766		3,930,360
Agricultural loans		208,386		97,010		978		306,374
Commercial and industrial loans		474,732		557,308		292,613		1,324,653
Consumer loans		3,084		37,488		1,032		41,604
All other loans		27,490		15,959		120,559		164,008
Total loans	$	1,236,377	$	2,674,674	$	1,855,948	$	5,766,999

Based upon remaining contractual maturity.

Includes demand loans, past due loans and overdrafts.

As of June 30, 2025, loans with maturities over one year consisted of approximately $2.5 billion in fixed rate loans and approximately $2.0 billion in variable rate loans. The loan maturities noted above are based on the contractual provisions of the individual loans. The Company has no general policy regarding renewals and borrower requests, which are handled on a case-by-case basis.

Nonperforming Loans and Nonperforming Other Assets

Nonperforming loans include: (a) loans accounted for on a nonaccrual basis; (b) accruing loans contractually past due ninety days or more as to interest or principal payments; and (c) loans not included in (a) and (b) above which are defined as “modified”. Repossessed assets include primarily repossessed real estate and automobiles.

The Company’s policy is to discontinue the accrual of interest income on any loan for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.

Restructured loans are loans on which, due to deterioration in the borrower’s financial condition, the original terms have been modified in favor of the borrower or either principal or interest has been forgiven. Repossessed assets represent property acquired as the result of borrower defaults on loans. These assets are recorded at estimated fair value, less estimated selling costs, at the time of foreclosure or repossession. Write-downs occurring at foreclosure are charged against the allowance for credit losses. On an ongoing basis, properties are appraised as required by market indications and applicable regulations. Write-downs for subsequent declines in value are recorded in non-interest expense in other real estate owned along with other expenses related to maintaining the properties.

The following table presents information concerning the aggregate amount of nonperforming loans and repossessed assets at June 30, 2025 and December 31, 2024 (dollars in thousands):


	June 30, 2025			December 31, 2024
Nonaccrual loans	$	20,354		$	28,775
Modified loans which are performing in accordance with revised terms		1,541			1,060
Total nonperforming loans		21,895			29,835
Repossessed assets		1,677			2,195
Total nonperforming loans and repossessed assets	$	23,572		$	32,030
Nonperforming loans to loans, before allowance for credit losses		0.38	%		0.53	%
Nonperforming loans and repossessed assets to loans, before allowance for credit losses		0.41	%		0.56	%

The $8.4 million decrease in nonaccrual loans during 2025 resulted from the net of $4.5 million of loans put on nonaccrual status offset by $9.7 million of loans becoming current or paid-off and $3.2 million of loans charged off. The following table summarizes the composition of nonaccrual loans (dollars in thousands):


	June 30, 2025					December 31, 2024
	Balance		% of Total			Balance		% of Total
Construction and land development	$	5		—	%	$	6		—	%
Agricultural real estate		1,856		9.1	%		2,213		7.7	%
1-4 family residential properties		5,586		27.4	%		4,937		17.2	%
Commercial real estate		6,959		34.3	%		7,716		26.8	%
Loans secured by real estate		14,406		70.8	%		14,872		51.7	%
Agricultural loans		1,617		7.9	%		11,521		40.0	%
Commercial and industrial loans		1,986		9.8	%		2,071		7.2	%
Consumer loans		151		0.7	%		311		1.1	%
Other loans		2,194		10.8	%		—		—	%
Total loans	$	20,354		100.0	%	$	28,775		100.0	%

Interest income that would have been reported if nonaccrual and restructured loans had been performing totaled $662,000 and $487,000 for the six months ended June 30, 2025 and 2024, respectively.

The $1.0 million decrease in repossessed assets during the 2025 resulted from $106,000 of additional assets repossessed and $1.0 million repossessed assets sold, $100,000 write-downs, and no change in fair value premiums and discounts. The following table summarizes the composition of repossessed assets (dollars in thousands):


	June 30, 2025					December 31, 2024
	Balance		% of Total			Balance		% of Total
Construction and land development	$	983		58.6	%	$	1,084		39.8	%
1-4 family residential properties		159		9.5	%		568		20.9	%
Commercial real estate		528		31.5	%		527		19.4	%
Total real estate		1,670		99.6	%		2,179		80.1	%
Consumer loans		7		0.4	%		543		19.9	%
Total repossessed collateral	$	1,677		100.0	%	$	2,722		100.0	%

Repossessed assets sold during the first six months of 2025 resulted in $21,000 net gain or loss of related to real estate asset sales and net losses of $9,000 related to other asset sales. The Company also recognized no deferred losses and recorded $100,000 write-downs on real estate properties owned. Repossessed assets sold during the same period in 2024 resulted in net gains of $17,000 related to real estate asset sales and net gains of $69,000 related to other asset sales. The Company also recognized no deferred losses and recorded no write-downs on real estate properties owned.

Loan Quality and Allowance for Credit Losses

The allowance for credit losses represents management’s estimate of the reserve necessary to adequately account for probable losses existing in the current portfolio. The provision for credit losses is the charge against current earnings that is determined by management as the amount needed to maintain an adequate allowance for credit losses. In determining the adequacy of the allowance for credit losses, and therefore the provision to be charged to current earnings, management relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by management in evaluating the overall adequacy of the allowance include a migration analysis of the historical net loan losses by loan segment, the level and composition of nonaccrual, past due and renegotiated loans, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates.

Management reviews economic factors including the potential for reduced cash flow for commercial operating loans from reduction in sales or increased operating costs, decreased occupancy rates for commercial buildings, reduced levels of home sales for commercial land developments, the uncertainty regarding grain prices, increased operating costs for farmers, and increased levels of unemployment and bankruptcy impacting consumer’s ability to pay. Each of these economic uncertainties was taken into consideration in developing the level of the reserve. Management considers the allowance for credit losses a critical accounting policy.

Management recognizes there are risk factors that are inherent in the Company’s loan portfolio. All financial institutions face risk factors in their loan portfolios because risk exposure is a function of the business. A portion of the Company’s operations (and therefore its loans) are concentrated in Illinois, Missouri, Texas, and Wisconsin areas, where agriculture is a major industry. Accordingly, lending and other business relationships with agriculture-based businesses are critical to the Company’s success. At June 30, 2025, the Company’s loan portfolio included $687.8 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $584.5 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture increased $57.2 million from $630.6 million at December 31, 2024 while loans concentrated in other grain farming increased $76.9 million from $507.6 million at December 31, 2024. While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio. In addition, the Company has $221.5 million of loans to motels and hotels. The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has $1.0 billion of loans to lessors of non-residential buildings, and $616.2 million of loans to lessors of residential buildings and dwellings.

The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the Board of Directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation; however, limits well below the regulatory thresholds are generally observed. Most of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.

The Company minimizes credit risk by adhering to sound underwriting and credit review policies. Management and the board of directors of the Company review these policies at least annually. Senior management is actively involved in business development efforts and the maintenance and monitoring of credit underwriting and approval. The loan review system and controls are designed to identify, monitor and address asset quality problems in an accurate and timely manner. The board of directors and management review the status of problem loans each month and formally determine a best estimate of the allowance for credit losses on a quarterly basis. In addition to internal policies and controls, regulatory authorities periodically review asset quality and the overall adequacy of the allowance for credit losses.

Analysis of the allowance for credit losses as of June 30, 2025 and 2024, and of changes in the allowance for the three and six months ended June 30, 2025 and 2024, is as follows (dollars in thousands):


	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Average loans outstanding, net of unearned income	$	5,743,312		$	5,529,211		$	5,674,946		$	5,526,698
Allowance-beginning of period		70,051			67,936			70,182			68,675
1-4 family residential		55			34			94			101
Commercial real estate		70			—			408			—
Agricultural		1,386			209			2,503			261
Commercial and industrial		489			368			712			642
Consumer		261			374			627			800
Total charge-offs		2,261			985			4,344			1,804
Recoveries:
1-4 family residential		134			100			152			149
Commercial real estate		3			5			11			166
Agricultural		217			—			217			—
Commercial and industrial		282			44			372			108
Consumer		167			129			351			292
Total recoveries		803			278			1,103			715
Net charge-offs (recoveries)		1,458			707			3,241			1,089
Provision (release) for credit losses		2,567			1,083			4,219			726
Allowance-end of period	$	71,160		$	68,312		$	71,160		$	68,312
Ratio of annualized net charge-offs to average loans		0.10	%		0.05	%		0.11	%		0.04	%
Ratio of allowance for credit losses to loans outstanding (at amortized cost)		1.23	%		1.23	%		1.23	%		1.23	%
Ratio of allowance for credit losses to nonperforming loans		325	%		358	%		325	%		358	%

The allowance for credit losses to nonperforming loans ratio has remained consistent due to the amount of nonperforming loans changing at a similar rate as the loan portfolio.

During the first six months of 2025, the Company had net charge offs of $3.2 million compared to net charge offs of $1.1 million in 2024. During the first six months of 2025, the Company had the following significant charge offs, one commercial real estate loan to one borrower totaling $338,000, nine agricultural loans to eight borrowers totaling $1.8 million, and three commercial operating loans to three borrowers totaling $620,000. During the first six months of 2024, the Company had the following significant charge offs, one commercial real estate loan to one borrower totaling $193,000.

Deposits

Funding of the Company’s earning assets is substantially provided by a combination of consumer, commercial and public fund deposits. The Company continues to focus its strategies and emphasis on retail core deposits, the major component of funding sources. The following table sets forth the average deposits and weighted average rates for the six months ended June 30, 2025 and 2024 and for the year ended December 31, 2024 (dollars in thousands):


	Six months ended June 30, 2025					Six months ended June 30, 2024					Year ended December 31, 2024
	Average Balance		Weighted Average Rate			Average Balance		Weighted Average Rate			Average Balance		Weighted Average Rate
Demand deposits:
Non-interest-bearing	$	1,386,330	—%			$	1,403,606	—%			$	1,407,537	—%
Interest-bearing		3,079,773		2.00	%		3,029,068		2.25	%		3,040,397		2.24	%
Savings		639,424		0.10	%		697,953		0.10	%		675,622		0.12	%
Time deposits		1,050,342		3.43	%		1,002,655		3.64	%		1,019,629		3.74	%
Total average deposits	$	6,155,869		1.59	%	$	6,133,282		1.72	%	$	6,143,185		1.74	%

During the first six months of 2025, the average balance of deposits increased by $12.7 million from the average balance for the year ended December 31, 2024. Average non-interest-bearing deposits decreased by $21.2 million, average interest-bearing balances increased by $39.4 million, average savings account balances decreased $36.2 million, and average balances of time deposits increased $30.7 million. Approximately 99% of the Company’s deposit accounts are less than $250,000. The average account balance for all deposit customers is approximately $23,000.

The following table sets forth the high and low month-end balances for the six months ended June 30, 2025 and 2024 and for the year ended December 31, 2024 (in thousands):


	Six months ended June 30, 2025		Six months ended June 30, 2024		Year ended December 31, 2024
High month-end balances of total deposits	$	6,284,705	$	6,242,937	$	6,242,937
Low month-end balances of total deposits		6,081,565		6,104,309		6,057,095

Balances of time deposits, including brokered time deposits of $100,000 or more include time deposits maintained for public fund entities and consumer time deposits. The following table sets forth the maturity of time deposits, including brokered time deposits of $100,000 or more at June 30, 2025 and December 31, 2024 (in thousands):


	June 30, 2025		December 31, 2024
3 months or less	$	252,615	$	237,309
Over 3 through 6 months		182,348		206,586
Over 6 through 12 months		117,985		121,154
Over 12 months		99,244		72,818
Total	$	652,192	$	637,867

Repurchase Agreements and Other Borrowings

Securities sold under agreements to repurchase are short-term obligations of First Mid Bank. These obligations are collateralized with certain government securities that are direct obligations of the United States or one of its agencies. These retail repurchase agreements are offered as a cash management service to its corporate customers. Other borrowings consist of Federal Home Loan Bank (“FHLB”) advances, federal funds purchased, loans (short-term or long-term debt) that the Company has outstanding and junior subordinated debentures. Information relating to securities sold under agreements to repurchase and other borrowings as of June 30, 2025 and December 31, 2024 is presented below (dollars in thousands):


	June 30, 2025			December 31, 2024
Securities sold under agreements to repurchase	$	193,941		$	204,122
Federal Home Loan Bank advances:
FHLB-overnight		25,000			90,000
Fixed term-due in one year or less		50,000			7,435
Fixed term-due after one year		170,000			145,085
Other borrowings:
Debt due in one year or less		—			—
Subordinated debt		79,590			87,472
Junior subordinated debentures		24,384			24,280
Total	$	542,915		$	558,394
Average interest rate at end of period		3.21	%		3.30	%

Maximum outstanding at any month-end:
Securities sold under agreements to repurchase	$	219,772		$	282,285
Federal Home Loan Bank advances:
FHLB-overnight		25,000			90,000
Fixed term-due in one year or less		50,000			65,000
Fixed term-due after one year		195,000			223,744
Other borrowings:
Debt due in one year or less		4,000			—
Subordinated debt		87,505			106,934
Junior subordinated debentures		24,384			24,280

Averages for the period (YTD):
Securities sold under agreements to repurchase	$	200,505		$	221,789
Federal Home Loan Bank advances:
FHLB-overnight		10,313			560
Fixed term-due in one year or less		14,586			45,587
Fixed term-due after one year		181,754			193,802
Other borrowings:
Debt due in one year or less		729			—
Subordinated debt		81,073			99,313
Junior subordinated debentures		24,333			24,168
Total	$	513,293		$	585,219
Average interest rate during the period		3.54	%		3.71	%

Securities sold under agreements to repurchase decreased $10.2 million during the first six months of 2025 primarily due to the seasonal demands in balances. FHLB advances represent borrowings by First Mid Bank to economically fund loan demand. At June 30, 2025 the advances, consisted of $245.0 million as follows:


Advance		Term (in years)	Interest Rate	Maturity Date
	25,000,000	overnight	4.45%	July 1, 2025
	25,000,000	1.0	4.33%	November 17, 2025
	25,000,000	3.0	4.40%	June 15, 2026
	25,000,000	3.0	4.37%	May 10, 2027
	25,000,000	3.0	4.32%	May 17, 2027
	25,000,000	5.0	3.95%	June 29, 2028
	25,000,000	5.0	3.93%	June 27, 2029
	5,000,000	10.0	1.15%	October 3, 2029
	5,000,000	10.0	1.12%	October 3, 2029
	10,000,000	10.0	1.39%	December 31, 2029
	25,000,000	5.0	3.46%	February 7, 2030
	25,000,000	10.0	2.71%	March 5, 2035

The Company is party to a revolving credit agreement with The Northern Trust Company in the amount of $15.0 million. There was no balance on this line of credit as of June 30, 2025. This loan was renewed on April 4, 2025 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The Company and First Mid Bank, as applicable, were in compliance with the existing covenants at June 30, 2025 and 2024, and December 31, 2024.

On October 6, 2020, the Company issued and sold $96.0 million in aggregate principal amount of its 3.95% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were issued pursuant to the Indenture, dated as of October 6, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 6, 2020 (the “Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on October 15, 2030. From and including the date of issuance to, but excluding October 15, 2025, the Notes will bear interest at an initial rate of 3.95% per annum. From and including October 15, 2025 to, but excluding the maturity date or earlier redemption, the Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 383 basis points, or such other rate as determined pursuant to the Supplemental Indenture, provided that in no event shall the applicable floating interest rate be less than zero per annum. On June 7, 2024, August 27, 2024, and September 6, 2024, the Company repurchased in open market transactions and subsequently cancelled $4.0 million, $15.0 million, and $1.0 million respectively, of the outstanding Notes. As a result, as of June 30, 2025, $76 million in aggregate principal amount of the Notes remain issued and outstanding.

The Company may, beginning with the interest payment date of October 15, 2025, and on any interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the Notes at any time, including prior to October 15, 2025, at the Company’s option, in whole but not in part, if: (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended; in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date.

On August 15, 2023, the Company assumed, as part of the Blackhawk Bancorp, Inc. acquisition, $7.5 million principal amount of 3.5% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Blackhawk Subordinated Debt I Notes”). The Blackhawk Subordinated Debt I was issued pursuant to the Indenture (the "Blackhawk Subordinated Debt I Indenture") between the Company and UMB Bank, as trustee. The Blackhawk Subordinated Debt I Indenture governs the terms of Blackhawk Subordinated Debt I Notes and provides that the Blackhawk Subordinated Debt I Notes are unsecured, subordinated debt obligations of the Company and will mature on May 14, 2031. From and including the date of issuance to, but excluding May 14, 2026, Blackhawk Subordinated Debt I Notes will bear interest at an initial rate of 3.5% per annum. From and including May 14, 2026 to, but excluding the maturity date, Blackhawk Subordinated Debt I Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 285 basis points. On February 5, 2025, the Company repurchased in open market transactions and subsequently cancelled $3.0 million of the outstanding Blackhawk Subordinated Debt I Notes. As a result, as of June 30, 2025, $4.5 million in aggregate principal amount of Blackhawk Subordinated Debt I Notes remain issued and outstanding.

On August 15, 2023, the Company assumed, as part of the Blackhawk Bancorp, Inc. acquisition, $7.5 million principal amount of 3.875% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Blackhawk Subordinated Debt II Notes”). The Blackhawk Subordinated Debt II was issued pursuant to the Indenture (the "Blackhawk Subordinated Debt II Indenture") between the Company and UMB Bank, as trustee. The Blackhawk Subordinated Debt II Indenture governs the terms of Blackhawk Subordinated Debt II Notes and provides that the Blackhawk Subordinated Debt II Notes are unsecured, subordinated debt obligations of the Company and will mature on May 14, 2036. From and including the date of issuance to, but excluding May 14, 2031, Blackhawk Subordinated Debt II Notes will bear interest at an initial rate of 3.875% per annum. From and including May 14, 2031 to, but excluding the maturity date, Blackhawk Subordinated Debt II Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 255 basis points. On February 5, 2025, the Company repurchased in open market transactions and subsequently cancelled $7.0 million of the outstanding Blackhawk Subordinated Debt II Notes. As a result, as of June 30, 2025, $500,000 in aggregate principal amount of Blackhawk Subordinated Debt II Notes remain issued and outstanding.

On April 26, 2006, the Company completed the issuance and sale of $10.0 million of fixed/floating rate trust preferred securities through First Mid-Illinois Statutory Trust II (“Trust II”), a statutory business trust and wholly owned unconsolidated subsidiary of the Company, as part of a pooled offering. The Company established Trust II for the purpose of issuing the trust preferred securities. The $10.0 million in proceeds from the trust preferred issuance and an additional $310,000 for the Company’s investment in common equity of Trust II, a total of $10.3 million, was invested in junior subordinated debentures of the Company. The underlying junior subordinated debentures issued by the Company to Trust II mature in 2036, bore interest at a fixed rate of 6.98% paid quarterly until June 15, 2011 and then converted to floating rate (SOFR plus 160 basis points, 6.18% and 6.81% at June 30, 2025 and December 31, 2024, respectively).

On September 8, 2016, the Company assumed the trust preferred securities of Clover Leaf Statutory Trust I (“CLST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First Clover Financial. The $4.0 million of trust preferred securities and an additional $124,000 investment in common equity of CLST I, is invested in junior subordinated debentures issued to CLST I. The subordinated debentures mature in 2035, bear interest at three-month SOFR plus 185 basis points (6.43% and 7.06% at June 30, 2025 and December 31, 2024, respectively) and resets quarterly.

On May 1, 2018, the Company assumed the trust preferred securities of FBTC Statutory Trust I (“FBTCST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First BancTrust Corporation. The $6.0 million of trust preferred securities and an additional $186,000 investment in common equity of FBTCST I is invested in junior subordinated debentures issued to FBTCST I. The subordinated debentures mature in 2035, bear interest at three-month SOFR plus 170 basis points (6.28% and 6.91% at June 30, 2025 and December 31, 2024, respectively) and resets quarterly.

On August 15, 2023, the Company assumed the trust preferred securities of Blackhawk Statutory Trust I (“BHST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of Blackhawk Bancorp, Inc. The $1.0 million of trust preferred securities and an additional $31,000 investment in common equity of BHST I is invested in junior subordinated debentures issued to BHST I. The subordinated debentures mature in 2032, bear interest at three-month SOFR plus 325 basis points (7.81% and 8.17% at June 30, 2025 and December 31, 2024, respectively) and resets quarterly.

On August 15, 2023, the Company assumed the trust preferred securities of Blackhawk Statutory Trust II (“BHST II”), a statutory business trust that was a wholly owned unconsolidated subsidiary of Blackhawk Bancorp, Inc. The $4.0 million of trust preferred securities and an additional $124,000 investment in common equity of BHST II is invested in junior subordinated debentures issued to BHST II. The subordinated debentures mature in 2035, bear interest at three-month SOFR plus 205 basis points (6.62% and 7.25% at June 30, 2025 and December 31, 2024, respectively) and resets quarterly.

The trust preferred securities issued by Trust II, CLST I, FBTCST I, BHST I, and BHST II are included as Tier 1 capital of the Company for regulatory capital purposes. On March 1, 2005, the Federal Reserve Board adopted a final rule that allows the continued limited inclusion of trust preferred securities in the calculation of Tier 1 capital for regulatory purposes. The final rule provided a five-year transition period, ending September 30, 2010, for application of the revised quantitative limits. On March 17, 2009, the Federal Reserve Board adopted an additional final rule that delayed the effective date of the new limits on inclusion of trust preferred securities in the calculation of Tier 1 capital until March 31, 2012. The application of the revised quantitative limits did not and is not expected to have a significant impact on its calculation of Tier 1 capital for regulatory purposes or its classification as well-capitalized. The Dodd-Frank Act, signed into law July 21, 2010, removes trust preferred securities as a permitted component of a holding company’s Tier 1 capital after a three-year phase-in period beginning January 1, 2013 for larger holding companies. For holding companies with less than $15.0 billion in consolidated assets, existing issues of trust preferred securities are grandfathered and not subject to this new restriction.

Similarly, the final rule implementing the Basel III reforms allows holding companies with less than $15.0 billion in consolidated assets as of December 31, 2009 to continue to count toward Tier 1 capital any trust preferred securities issued before May 19, 2010. New issuances of trust preferred securities, however, would not count as Tier 1 regulatory capital.

In addition to requirements of the Dodd-Frank Act discussed above, the act also required the federal banking agencies to adopt certain rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). This rule is generally referred to as the “Volcker Rule.” The rules permit the retention of an interest in or sponsorship of covered funds by banking entities under $15.0 billion in assets (such as the Company) if (1) the collateralized debt obligation was established and issued prior to May 19, 2010, (2) the banking entity reasonably believes that the offering proceeds received by the collateralized debt obligation were invested primarily in qualifying trust preferred collateral, and (3) the banking entity’s interests in the collateralized debt obligation was acquired on or prior to December 10, 2013. The Company does not currently anticipate that the Volcker Rule will have a material effect on the operations of the Company or First Mid Bank.

Interest Rate Sensitivity

The Company seeks to maximize its net interest margin while maintaining an acceptable level of interest rate risk. Interest rate risk can be defined as the amount of forecasted net interest income that may be gained or lost due to changes in the interest rate environment, a variable over which management has no control. Interest rate risk, or sensitivity, arises when the maturity or repricing characteristics of interest-bearing assets differ significantly from the maturity or repricing characteristics of interest- bearing liabilities. The Company monitors its interest rate sensitivity position to maintain a balance between rate sensitive assets and rate sensitive liabilities. This balance serves to limit the adverse effects of changes in interest rates. The Company’s asset liability management committee (ALCO) oversees the interest rate sensitivity position and directs the overall allocation of funds.

In the banking industry, a traditional way to measure potential net interest income exposure to changes in interest rates is through a technique known as “static GAP” analysis which measures the cumulative differences between the amounts of assets and liabilities maturing or repricing at various intervals. By comparing the volumes of interest-bearing assets and liabilities that have contractual maturities and repricing points at various times in the future, management can gain insight into the amount of interest rate risk embedded in the balance sheet. The following table sets forth the Company’s interest rate repricing GAP for selected maturity periods at June 30, 2025 (dollars in thousands):


	Rate Sensitive Within
	1 year			3 years			5 years			Thereafter			Total		Fair Value
Interest-earning assets:
Federal funds sold and other interest-bearing deposits	$	72,234		$	—		$	—		$	—		$	72,234	$	72,234
Certificates of deposit		2,030			—			—			—			2,030		2,030
Taxable investment securities		112,122			226,231			235,931			445,104			1,019,388		1,019,388
Nontaxable investment securities		10,889			628			2,406			50,360			64,283		64,283
Loans		3,007,544			1,886,049			627,657			245,749			5,766,999		5,442,527
Total	$	3,204,819		$	2,112,908		$	865,994		$	741,213		$	6,924,934	$	6,600,462
Interest-bearing liabilities:
Savings and NOW accounts	$	239,029		$	—		$	—		$	2,341,640		$	2,580,669	$	2,580,669
Money market accounts		1,206,140			—			—			—			1,206,140		1,206,140
Other time deposits		944,092			117,679			19,520			653			1,081,944		1,002,725
Short-term borrowings/debt		218,941			—			—			—			218,941		218,941
Long-term borrowings/debt		203,586			75,000			45,000			388			323,974		318,171
Total	$	2,811,788		$	192,679		$	64,520		$	2,342,681		$	5,411,668	$	5,326,646
Rate sensitive assets-rate sensitive liabilities	$	393,031		$	1,920,229		$	801,474		$	(1,601,468	)	$	1,513,266
Cumulative GAP		393,031			2,313,260			3,114,734			1,513,266
Cumulative amounts as % of total Rate sensitive assets		5.7	%		27.7	%		11.6	%		-23.1	%
Cumulative Ratio		5.7	%		33.4	%		45.0	%		21.9	%

The static GAP analysis shows that at June 30, 2025, the Company was asset sensitive, on a cumulative basis, through the twelve-month time horizon. This indicates that future decreases in interest rates could have an adverse effect on net interest income. There are several ways the Company measures and manages the exposure to interest rate sensitivity, including static GAP analysis. The Company’s ALCO also uses other financial models to project interest income under various rate scenarios and prepayment/extension assumptions consistent with First Mid Bank’s historical experience and with known industry trends. ALCO meets at least monthly to review the Company’s exposure to interest rate changes as indicated by the various techniques and to make necessary changes in the composition terms and/or rates of the assets and liabilities.

Capital Resources

At June 30, 2025, the Company’s stockholders' equity increased $47.7 million or 5.6%, to $894.1 million from $846.4 million as of December 31, 2024. During the first six months of 2025, net income contributed $45.6 million to equity before the payment of dividends to stockholders. The change in market value of available-for-sale investment securities increased stockholders' equity by $11.7 million, net of tax. Dividends of $11.5 million were paid during the first six months of 2025.

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 June 30, 2025 and December 31, 2024, the Company and First Mid Bank, as applicable, met all capital adequacy requirements, as further detailed in Note 10 of our consolidated financial statements.

Stock Plans

Stock Incentive Plan. At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the 2017 Stock Incentive Plan ("SI Plan"). The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established in the SI Plan.

Following the stockholders’ approval at the 2025 annual meeting of the Company, a maximum of 1,000,000 shares of common stock may be issued under the SI Plan. The Company awarded 79,635 and 53,766 restricted stock awards during 2025 and 2024, respectively and 53,130 and 39,150 as stock unit awards during 2025 and 2024, respectively.

Employee Stock Purchase Plan. At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 15% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 600,000 shares of common stock may be issued under the ESPP. As of June 30, 2025, 140,634 shares have been issued pursuant to the ESPP. During the six months ended June 30, 2025 and 2024, 13,970 shares and 15,935 shares, respectively, were issued pursuant to the ESPP.

Stock Repurchase Program. Since August 5, 1998, the Board of Directors has approved repurchase programs pursuant to which the Company may repurchase a total of approximately $76.7 million of the Company’s common stock. During 2025, the Company did not repurchase any shares. As of June 30, 2025, the Company had approximately $2.9 million in remaining capacity under its existing repurchase program.

Although the Company adopted the repurchase plan, the Company may make discretionary repurchases in the open market or in privately negotiated transactions from time to time. The timing, manner, price and amount of any such repurchases will be determined by the Company at its discretion and will depend upon a variety of factors including economic and market conditions, price, applicable legal requirements and other factors.

On June 24, 2025, the Board of Directors terminated this stock repurchase plan effective June 30, 2025, and adopted a new stock repurchase program that became effective on July 1, 2025.

Liquidity

Liquidity represents the ability of the Company and its subsidiaries to meet all present and future financial obligations arising in the daily operations of the business. Financial obligations consist of the need for funds to meet extensions of credit, deposit withdrawals and debt servicing. The Company’s liquidity management focuses on the ability to obtain funds economically through assets that may be converted into cash at minimal costs or through other sources. The Company’s other sources of cash include overnight federal fund lines, Federal Home Loan Bank advances, deposits of the State of Illinois, the ability to borrow at the Federal Reserve Bank of Chicago, and the Company’s operating line of credit with The Northern Trust Company.

Details of the Company's liquidity sources include:

•

First Mid Bank has $130 million available in overnight federal fund lines, including $30 million from First Horizon Bank, N.A., $20 million from U.S. Bank, N.A., $20 million from Bankers' Bank, $15 million from The Northern Trust Company, $25 million from Zions Bank, and $20 million from BMO Bank, N.A. Availability of the funds is subject to First Mid Bank meeting minimum regulatory capital requirements for total capital to risk-weighted assets and Tier 1 capital to total average assets. As of June 30, 2025, First Mid Bank met these regulatory requirements.

•

First Mid Bank can borrow from the Federal Home Loan Bank as a source of liquidity. Availability of the funds is subject to the pledging of collateral to the Federal Home Loan Bank. Collateral that can be pledged includes one-to-four family residential real estate loans and securities. At June 30, 2025, the excess collateral at the FHLB would support approximately $1.6 billion of additional advances for First Mid Bank.

•

First Mid Bank is a member of the Federal Reserve System and can borrow funds provided that sufficient collateral is pledged.

•

First Mid Bank has received formal approval from the Federal Reserve Bank and can participate in the Borrower-in-Custody (BIC) program. As a result, the Bank can pledge loans as collateral at the Federal Reserve Bank's Discount Window while retaining custody of the pledged loans. The program enhanced our contingent liquidity position by approximately $401 million as of June 30, 2025.

•

In addition, as of June 30, 2025, the Company had a revolving credit agreement in the amount of $15.0 million with The Northern Trust Company with an outstanding balance of $0 and $15.0 million in available funds. This loan was renewed on April 4, 2025 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The loan is unsecured. The Company and its subsidiary bank were in compliance with the existing covenants at June 30, 2025 and 2024 and December 31, 2024.

Management continues to monitor its expected liquidity requirements carefully, focusing primarily on cash flows from:

•

lending activities, including loan commitments, letters of credit and mortgage prepayment assumptions;

•

deposit activities, including seasonal demand of private and public funds;

•

investing activities, including prepayments of mortgage-backed securities and call provisions on U.S. Treasury and government agency securities; and

•

operating activities, including scheduled debt repayments and dividends to stockholders.

The following table summarizes significant contractual obligations and other commitments at June 30, 2025 (in thousands):


			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Time deposits	$	1,081,944	$	944,092	$	117,679	$	19,520	$	653
Debt		103,974		4,124		—		—		99,850
Other borrowing		438,941		268,941		75,000		70,000		25,000
Operating leases		15,234		3,139		5,575		3,541		2,979
Supplemental retirement		1,980		50		250		300		1,380
	$	1,642,073	$	1,220,346	$	198,504	$	93,361	$	129,862

For the six months ended June 30, 2025, net cash of $55.6 million was provided by operating activities, $93.1 million was used in investing activities, and $106.3 million was provided by financing activities. In total, cash and cash equivalents increased by $68.8 million since year-end 2024.

Off-Balance Sheet Arrangements

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. Off-balance sheet arrangements are further detailed in Note 11 of our consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the market risk faced by the Company since December 31, 2024. For information regarding the Company’s market risk, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective. Further, there have been no changes in the Company’s internal control over financial reporting during the last fiscal quarter that have materially affected or that are reasonably likely to affect materially the Company’s internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time the Company and its subsidiaries may be involved in litigation that the Company believes is a type common to our industry. None of any such existing claims are believed to be individually material at this time to the Company, although the outcome of any such existing claims cannot be predicted with certainty.

ITEM 1A. RISK FACTORS

Various risks and uncertainties, some of which are difficult to predict and beyond the Company’s control, could negatively impact the Company. As a financial institution, the Company is exposed to interest rate risk, liquidity risk, credit risk, operational risk, risks from economic or market conditions, and general business risks among others. Adverse experience with these or other risks could have a material impact on the Company’s financial condition and results of operations, as well as the value of its common stock. See the risk factors and “Supervision and Regulation” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to the risk factors described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2025-April 30, 2025		—	$	—		—	$	2,941,000
May 1, 2025-May 31, 2025		—		—		—		2,941,000
June 1, 2025-June 30, 2025		—		—		—		2,941,000
Total		—	$	—		—	$	2,941,000

See heading “Stock Repurchase Program” for more information regarding stock purchases.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None of the Company's directors and officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2025 (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

ITEM 6. EXHIBITS

The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit Index that precedes the Signature Page and the exhibits filed.


Exhibit Number		Exhibit Index to Quarterly Report on Form 10-Q Description and Filing or Incorporation Reference

3.1		Amendment to Restated Certificate of Incorporation, dated May 12, 2025 Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on May 16, 2025
3.2		Restated Certificate of Incorporation, dated May 12, 2025 Incorporated by reference to Exhibit 3.2 to the Company;s Current Report on Form 8-K filed with the SEC on May 16, 2025
10.1		Ninth 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 4, 2025. Incorporated by reference to Exhibit 10.1to the Company's Current Report on Form 8-K filed with the SEC on April 4, 2025
10.2		2025 Stock Incentive Plan Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 6, 2025
10.3		Employment Agreement between the Company and Matthew K. Smith, effective June 24, 2025 Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on June 30, 2025
10.4		Employment Agreement between the Company and Jordan D. Read, effective June 24, 2025 Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on June 30, 2025
31.1		Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover page formatted as Inline XBRL and contained in Exhibits 101

SIGNATURES

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 thereunto duly authorized.

FIRST MID BANCSHARES, INC.

(Registrant) 

Date: August 8, 2025

/s/ Joseph R. Dively
 

Joseph R. Dively

Chief Executive Officer

/s/ Jordan D. Read
 

Jordan D. Read

Chief Financial and Risk Officer

For the transition period from _______________to _______________.

FIRST MID BANCSHARES, INC.

Delaware

37-1103704

1421 Charleston Avenue

Mattoon, Illinois

61938

(217) 234-7454

First Mid Bancshares, Inc.

First Mid Bancshares, Inc.

First Mid Bancshares, Inc.

First Mid Bancshares, Inc.

First Mid Bancshares, Inc.

First Mid Bancshares, Inc.

First Mid Bancshares, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Website

General Litigation

Segment Reporting

Stock Plans

Captive Insurance Company

Accumulated Other Comprehensive Loss

New Accounting Pronouncements

Note 2 -- Earnings Per Share

Note 3 -- Investment Securities

Note 4 – Loans and Allowance for Credit Losses

Allowance for Credit Losses

Individually Evaluated Loans

Non-Individually Evaluated Loans

Credit Quality

Individually Evaluated Loans

Non-Accrual Loans

Loan Modifications to Borrowers Experiencing Financial Difficulty

Note 5 -- Goodwill and Intangible Assets

Note 6 -- Repurchase Agreements and Other Borrowings

Note 7 -- Fair Value of Assets and Liabilities

Note 8 -- Leases

Derivatives Designated as Hedging Instruments

Derivatives Not Designated as Hedging Instruments

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Overview

Critical Accounting Policies and Use of Significant Estimates

Results of Consolidated Operations

Net Interest Income

Provision for Credit Losses

Other Income

Other Expense

Income Taxes

Analysis of Consolidated Balance Sheets

Securities

Loans

Nonperforming Loans and Nonperforming Other Assets

Loan Quality and Allowance for Credit Losses

Deposits

Repurchase Agreements and Other Borrowings

Interest Rate Sensitivity

Capital Resources

Stock Plans

Liquidity

Off-Balance Sheet Arrangements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4. CONTROLS AND PROCEDURES

PART II

ITEM 1A. RISK FACTORS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 4. MINE SAFETY DISCLOSURES

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit

Number

For the transition period from _to _.