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
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-36434
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification no.)
(Address of principal executive offices)
(Zip code)
(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
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:
1,321,446
1,329,155
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
See accompanying notes to unaudited condensed consolidated financial statements.
2
Condensed Consolidated Statements of Income (unaudited)
(In thousands, except per share data)
Three months ended
Six months ended
June 30,
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
Mortgage banking revenue, net
1,070
1,038
1,781
1,744
ATM/debit card revenue
4,636
4,281
8,282
8,336
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
85
176
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
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
0.82
1.90
1.68
3
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(In thousands)
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
Other comprehensive income (loss), net of taxes
669
11,673
(10,571
Comprehensive income
28,078
20,414
57,282
29,677
4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
For the three months ended June 30, 2025 and 2024
CommonStock
AdditionalPaid-In-Capital
RetainedEarnings
DeferredCompensation
AccumulatedOtherComprehensiveIncome (Loss)
TreasuryStock
Total
March 31, 2025
100,602
515,975
411,633
509
(135,350
(22,420
870,949
Other comprehensive income, net tax
Cash dividends on common stock (.24/share)
(5,729
Forfeiture of 150 restricted shares pursuant to the 2017 stock incentive plan
(6
Issuance of 7,079 common shares pursuant to the employee stock purchase plan
182
210
Grant of restricted units pursuant to 2017 stock incentive plan
279
(47
(225
(272
Vested restricted shares/units compensation expense
65
566
631
March 31, 2024
100,166
511,785
353,694
832
(147,667
(20,858
797,952
Cash dividends on common stock (.23/share)
(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
62
(223
(161
59
488
547
June 30, 2024
100,194
512,181
367,967
1,382
(146,998
(21,081
813,645
5
For the six months ended June 30, 2025
AccumulatedOtherComprehensiveLoss
Cash dividends on common stock (0.48/share)
(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
426
(2,826
(406
(3,232
2,070
Release of restricted units pursuant to 2017 stock incentive plan
(1,634
114
1,098
1,212
6
For the six months ended June 30, 2024
December 31, 2023
99,919
509,314
338,662
2,629
(136,427
(20,893
793,204
Other comprehensive loss, net tax
Cash dividends on common stock (0.46/share)
(10,943
Issuance of 47,196 restricted shares pursuant to 2017 stock incentive plan, net of forfeitures
189
1,390
1,579
166
188
Issuance of 15,935 common shares pursuant to the employee stock purchase plan
334
398
(2,226
(188
(2,414
1,485
(617
109
979
1,088
7
Condensed Consolidated Statements of Cash Flows (unaudited)
Six months ended June 30,
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
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
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
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
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
143,064
Cash and cash equivalents at end of period
235,480
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
456
Initial recognition of right-of-use assets
713
2,109
Initial recognition of lease liabilities
9
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.
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.
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.
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,
Based on this assessment the Company’s financial statement disclosures fully comply with ASC 2023-07, and no additional qualitative segment disclosures are necessary.
10
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.
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.
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
Net unrealized losses on securities available-for-sale
(178,862
Tax benefit
48,152
Balance at June 30, 2025
(194,144
51,761
Balance at December 31, 2024
11
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 fromOther Comprehensive Loss
Affected Line Item in the Statements of Income
Realized loss on available-for-sale securities, net
Tax effect
50
Total reclassifications out of accumulated other comprehensive loss
Net reclassified amount
See “Note 3 – Investment Securities” for more detailed information regarding unrealized losses on available-for-sale securities.
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.
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:
Available to common stockholders:
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
Net income applicable to diluted earnings per share
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
12
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.
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):
AmortizedCost
GrossUnrealizedGains
GrossUnrealized(Losses)
Fair Value
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
Held-to-maturity:
Other investments
Total held-to-maturity
212,513
(21,158
191,358
324,046
135
(56,441
267,740
653,760
552
(114,570
539,742
67,117
(2,665
64,452
1,257,436
690
(194,834
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):
Gross gains
35
(35
Gross losses
(191
13
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 yearor less
After 1through5 years
After 5through10 years
Afterten years
173,774
9,842
Obligations of state and political subdivisions
35,798
134,711
88,303
2,512
7,914
34,567
546,202
35,238
7,118
834
Total available-for-sale investments
244,838
159,585
123,704
548,714
Weighted average yield
2.02
%
2.25
2.28
2.13
2.14
Full tax-equivalent yield
2.77
2.69
2.31
Held to maturity:
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
FairValue
UnrealizedLosses
1,583
182,033
(15,681
8,584
(323
242,507
(64,164
251,091
12,212
(155
495,160
(98,051
507,372
40,439
22,379
(480
960,139
(179,861
982,518
1,340
189,327
190,667
20,349
(1,248
241,502
(55,193
261,851
1,135
(18
511,746
(114,552
512,881
58,702
22,824
(1,266
1,001,277
(193,568
1,024,101
14
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.
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):
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
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
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.
15
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):
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
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
16
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.
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.
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
17
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 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.
18
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):
Constructionand LandDevelopment
AgriculturalReal Estate
1-4 FamilyResidentialProperties
CommercialReal Estate
AgriculturalLoans
Commercialand Industrial
ConsumerLoans
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
(7
1,111
1,287
(203
Loans charged off
(55
(70
(1,386
(489
(261
(2,261
Recoveries collected
134
217
282
167
803
Ending balance
4,066
1,322
3,616
33,258
1,767
25,618
1,513
Six months ended June 30, 2025
3,275
1,361
3,579
32,669
1,957
25,602
1,739
791
(39
986
2,096
356
(94
(408
(2,503
(712
(627
(4,344
152
372
351
1,103
19
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
Three months ended June 30, 2024
2,701
1,358
3,778
32,537
778
24,631
2,153
67,936
Provision for credit loss expense
(264
376
316
624
72
(34
(209
(368
(374
(985
100
44
129
278
2,646
1,372
3,580
32,918
885
24,931
1,980
68,312
Six months ended June 30, 2024
2,918
1,366
4,220
31,758
705
25,450
2,258
68,675
(688
994
441
230
(101
(642
(800
(1,804
149
108
292
715
Twelve months ended December 31, 2024
Beginning Balance
352
(5
(785
1,178
3,587
510
5,635
(195
(451
(2,410
(2,004
(5,748
339
184
330
687
1,620
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.
20
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
BusinessAssets
for CreditLosses
575
157
397
4,511
5,640
1,033
1,183
291
Other loans
2,194
Total loans
4,410
10,050
301
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.
21
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
2023
2022
2021
Prior
Construction and land development loans
Pass
37,106
105,536
108,091
13,793
14,984
18,923
298,433
Special mention
366
Substandard
13,798
19,297
298,812
Current period gross write-offs
Agricultural real estate loans
23,371
24,379
13,483
134,983
62,151
110,630
368,997
148
200
1,367
800
7,319
10,813
574
1,133
1,707
23,519
24,579
14,850
136,357
63,130
119,082
381,517
1-4 family residential property loans
34,999
36,049
33,422
67,870
71,720
155,394
83,993
483,447
214
271
312
709
1,680
113
299
651
954
765
7,056
822
10,660
35,326
36,522
34,073
69,095
72,797
163,159
84,815
495,787
94
Commercial real estate loans
160,943
215,564
198,315
636,078
509,632
980,943
2,701,475
2,973
13,640
12,635
298
9,683
39,229
1,473
48
4,902
2,507
4,610
13,540
220,010
212,003
653,615
512,437
995,236
2,754,244
338
70
408
158,666
86,034
16,268
20,614
13,784
3,655
299,021
1,113
1,265
2,459
927
122
5,886
410
185
859
1,467
160,189
87,484
19,586
21,554
13,906
306,374
280
1,081
836
306
2,503
252,605
256,036
106,096
231,321
172,600
434,968
1,453,626
6,238
9,731
1,571
4,132
2,108
23,790
248
2,288
246
7,384
11,245
252,615
262,522
118,115
233,971
176,978
444,460
1,488,661
53
645
712
3,290
3,530
3,750
18,118
8,361
4,105
41,154
51
41
127
145
399
3,571
3,771
18,296
8,506
4,170
41,604
23
83
42
471
627
670,980
727,128
479,425
1,122,777
853,232
1,708,618
5,646,153
10,850
27,197
16,255
5,843
20,185
81,815
523
2,246
3,867
7,654
3,663
20,256
39,031
672,988
740,224
510,489
1,146,686
862,738
1,749,059
5,766,999
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):
2020
82,696
101,715
14,390
15,817
4,735
16,342
235,695
382
14,396
16,734
236,093
25,824
17,292
159,433
55,083
48,700
73,592
379,924
192
107
1,755
5,630
8,670
141
966
1,059
2,166
17,625
160,506
56,069
50,455
80,281
390,760
46,350
36,454
74,580
75,325
61,936
110,348
79,714
484,707
175
326
577
1,341
672
916
737
557
6,875
618
10,549
46,699
37,126
75,700
76,388
62,493
117,800
80,391
496,597
46
33
103
195
216,297
213,704
680,665
535,056
289,855
774,516
2,710,093
659
13,732
4,090
2,053
10,462
31,709
49
3,844
467
4,067
8,427
216,956
227,485
688,599
537,576
290,568
789,045
2,750,229
151
300
451
175,402
24,024
13,147
9,162
1,585
2,306
225,626
617
2,208
976
3,901
843
7,092
2,209
10,144
176,862
33,324
16,332
9,262
239,671
2,213
52
45
2,410
307,785
228,411
278,845
183,042
131,005
360,610
1,489,698
54
1,149
748
1,020
7,583
11,831
1,410
789
446
98
815
3,623
307,904
230,970
280,911
184,236
132,123
369,008
1,505,152
47
207
378
36
688
5,098
5,138
24,430
11,810
4,494
2,385
53,355
259
216
29
591
5,110
5,159
24,703
12,026
4,548
2,414
53,960
154
139
1,491
2,004
859,452
626,738
1,245,490
885,295
542,310
1,340,099
5,579,098
1,505
17,281
6,668
4,213
3,488
24,634
57,848
1,094
9,385
8,989
1,866
12,855
35,516
862,051
653,404
1,261,147
891,374
546,507
1,377,588
5,672,462
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):
30-59Days PastDue
60-89Days PastDue
90 Days orMorePast Due
Total PastDue
Current
Total LoansReceivable
Total Loans> 90 Days andAccruing
89
298,723
841
1,415
380,102
362
1,511
2,149
4,022
491,765
360,604
14,185
3,796
2,755
20,736
2,372,904
2,393,640
14,636
5,881
5,745
26,262
3,904,098
3,930,360
262
2,557
2,819
303,555
369
177
847
1,393
1,323,260
1,324,653
150
32
31
213
41,391
161,814
15,155
8,546
9,180
32,881
5,734,118
Percent of total loans
0.57
236,087
533
390,227
931
2,089
5,229
491,368
472
332,172
332,644
595
553
344
1,492
2,416,093
2,417,585
2,810
1,484
3,438
7,732
3,865,947
3,873,679
550
1,289
1,839
237,832
337
463
889
1,335,031
1,335,920
442
111
601
53,359
4,139
1,621
5,301
11,061
5,661,401
0.19
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.
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.
Nonaccrualwith noAllowance for
Credit Loss
Nonaccrual
1,856
4,708
5,586
4,196
4,937
6,841
6,959
4,901
7,716
13,410
14,406
11,316
14,872
1,617
1,371
11,521
1,263
1,986
1,320
2,071
311
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.
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.
Payment
Term
Class of
Delay
Extension
Rate
Financing
Investment
Modifications
Reduction
Receivable
296
0.01
40
736
792
130
505
0.02
1,128
866
0.04
831
81
1,959
953
0.06
317
694
502
0.03
1,060
0.05
168
126
1,233
1,132
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.
116
131
272
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
Interest Rate
Term Extension
(in months)
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.
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):
Gross CarryingValue
AccumulatedAmortization
Goodwill not subject to amortization
207,151
3,760
Intangibles from branch acquisition
3,015
Core deposit intangibles
79,945
49,185
44,736
Other intangibles
30,857
14,542
13,180
320,968
70,502
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.
26
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
(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):
5,629
6,859
Adjustment to valuation reserve
Mortgage servicing rights amortized
(541
(652
(1,226
Interest only strip
(8
(4
5,081
6,190
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):
2,186
2,475
4,449
5,029
681
1,362
1,156
Mortgage servicing rights
254
541
652
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
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.
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
27
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):
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
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)
Maturity Date
25,000,000
overnight
4.45%
July 1, 2025
1.0
4.33%
November 17, 2025
3.0
4.40%
June 15, 2026
4.37%
May 10, 2027
4.32%
May 17, 2027
5.0
3.95%
June 29, 2028
3.93%
June 27, 2029
5,000,000
10.0
1.15%
October 3, 2029
1.12%
10,000,000
1.39%
December 31, 2029
3.46%
February 7, 2030
2.71%
March 5, 2035
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 inActive Marketsfor IdenticalAssets
SignificantOtherObservableInputs
SignificantUnobservableInputs
(Level 1)
(Level 2)
(Level 3)
Available-for-sale securities:
183,615
261,325
Mortgage-backed securities
33,402
9,788
Total available-for-sale securities
1,067,053
Equity securities
Derivative assets: interest rate swaps
2,065
1,090,808
1,076,477
Derivative liabilities: interest rate swaps
1,488
58,693
5,759
1,057,533
2,949
1,077,294
1,067,096
Derivative liabilities: interest swaps
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 endedJune 30, 2025
Six months endedJune 30, 2025
Purchases
7,029
Maturities
(3,000
Three months endedJune 30, 2024
Six months endedJune 30, 2024
5,965
6,163
Transfers into Level 3
(199
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):
Collateral dependent loans
4,206
Foreclosed assets held for sale
578
16,604
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.
ValuationTechnique
Unobservable Inputs
Range
$4,206
Third partyvaluations
Discount to reflect realizable value less estimated selling costs
0%-40%
20%
35%
Discount to reflect realizable value
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):
CarryingAmount
Level 1
Level 2
Level 3
Financial assets
Cash and due from banks
189,941
Available-for-sale securities
Held-to-maturity securities
Loans net of allowance for credit losses
5,442,527
Federal Reserve Bank stock
19,855
Federal Home Loan Bank stock
10,224
Financial liabilities
Deposits
6,110,980
5,108,255
1,002,725
Federal Home Loan Bank borrowings
244,485
78,223
20,463
121,141
5,314,756
9,501
5,977,113
5,069,853
907,260
240,125
Subordinated debentures
86,062
Junior subordinated debentures
21,411
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):
Operating lease right-of-use assets
14,981
Operating lease liabilities
15,286
Weighted-average remaining lease term (in years)
4.6
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,
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
The components of lease expense for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):
Operating lease cost
1,668
Short-term lease cost
61
66
Variable lease cost
255
598
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):
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.
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):
BalanceSheetLocation
WeightedAverageRemainingMaturity(Years)
NotionalAmount
EstimatedValue
Fair value hedges:
Interest rate swap agreements
3.8
12,226
(1,488
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):
Derivative
Location of Gain (Loss) on Derivatives
Interest income on loans
(366
Location of Gain (Loss) on Hedged Items
(20
(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 Whichthe Hedge Item is Included
Carrying Amount of theHedged Asset
Cumulative Amount of Fair Value HedgingAdjustment Included in the CarryingAmount of the Hedged Asset
11,649
(577
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):
3.5
28,108
(2,065
Note 10 – Regulatory Capital
The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Bank holding companies follow minimum regulatory requirements established by the Board of Governors of the Federal Reserve System (“Federal Reserve System”), First Mid Bank follows similar minimum regulatory requirements established for banks by the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation, as applicable. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Quantitative measures established by regulatory capital standards to
34
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 ForCapital AdequacyPurposes
To Be Well-CapitalizedUnder Prompt CorrectiveAction Provisions
Amount
Ratio
Total capital (to risk-weighted assets)
Company
968,670
15.76
645,528
> 10.50%
N/A
First Mid Bank
894,817
14.61
643,182
612,554
> 10.00%
Tier 1 capital (to risk-weighted assets)
818,499
13.31
522,570
> 8.50%
824,236
13.46
520,671
490,043
> 8.00%
Common equity tier 1 capital (to risk-weighted assets)
794,115
12.92
430,352
> 7.00%
428,788
398,160
> 6.50%
Tier 1 capital (to average assets)
10.73
305,223
> 4.00%
10.85
303,954
379,943
> 5.00%
935,189
15.37
639,015
>10.50%
880,621
14.51
637,089
606,752
780,096
12.82
517,298
813,000
13.40
515,739
485,401
755,816
12.42
426,010
424,726
394,389
10.33
301,976
10.82
300,596
375,745
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):
Unused commitments and lines of credit:
368,278
323,979
Commercial operating
645,588
649,082
Home equity
107,394
105,867
308,883
332,113
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.
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.
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.
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:
Year ended
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 inNet Income
2025 versus 2024
7,098
11,037
(1,484
(3,493
Other income, including securities transactions
1,171
1,557
Other expenses
(3,371
(4,481
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
37
$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.
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.
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.
38
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):
Average
Balance
Interest-bearing deposits with other financial institutions
146,907
4.63
127,962
5.24
0.00
139.89
2,515
4.47
3,745
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
(70,671
(67,929
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
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
2.26
199,345
2.45
205,711
3.16
FHLB advances
218,846
3.74
249,187
3.63
Subordinated Debt
79,554
4.28
106,033
4.48
Junior subordinated debt
24,360
7.64
24,140
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
2.44
Non-interest-bearing demand deposits
1,402,374
1.75
1,439,414
35,264
44,595
Stockholders' equity
876,959
796,248
Total liabilities and equity
64,634
57,361
Net interest spread
2.83
TE net yield on interest-earning assets (3)
3.72
3.36
39
109,015
4.66
150,664
5.44
3.83
559
9.03
2,837
4.58
2,645
4.76
1,086,517
14,635
1,169,829
15,853
2.71
5,674,946
165,264
5.87
5,526,698
157,552
5.73
6,873,390
182,485
5.35
6,850,395
177,567
5.21
772,272
816,301
(70,646
(68,494
7,575,016
7,598,202
3,079,773
30,494
2.00
3,029,068
33,898
639,424
322
697,953
363
1,050,342
17,871
1,002,655
18,173
3.64
4,769,539
48,687
2.06
4,729,676
2.23
200,505
2.41
235,149
3.14
206,653
3.76
253,871
3.61
Subordinated debt
81,073
106,412
4.49
24,333
7.72
24,112
9.00
Other debt
729
6.64
513,293
9,002
3.54
619,544
11,686
3.79
5,282,832
57,689
2.20
5,349,220
1,386,330
1.74
1,403,606
39,120
51,826
866,734
793,550
124,796
113,447
3.15
2.80
3.66
3.30
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, 2025compared to 2024 Increase/(Decrease)
Six months ended June 30, 2025compared to 2024 Increase/(Decrease)
Change
Volume (1)
Rate (1)
Earning assets:
(862
(1,553
(1,023
(530
(24
(14
(10
(15
(1
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
4,894
3,683
1,211
4,918
3,035
Interest-bearing liabilities:
(1,692
3,244
(4,936
(3,404
1,537
(4,941
(27
(12
(41
346
2,934
(2,588
(302
(2,069
(397
(48
(349
(1,273
(494
(779
(205
(603
(1,205
493
(331
(281
(50
(576
(566
(73
(106
(147
(176
(2,379
5,267
(7,646
(6,431
1,027
(7,458
7,273
(1,584
8,857
11,349
856
10,493
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:
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.
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,
$ Change
% Change
-0.2
478
4.5
1,309
20.0
2,021
12.8
(232
-7.2
(287
-4.6
Security gains (losses), net
-100.0
(25
3.1
2.1
355
8.3
(54
-0.6
1.2
580
25.1
(452
-50.0
(1,193
-59.4
5.2
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:
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):
3,459
11.5
4,759
7.9
4.8
8.5
-11.8
112
175.0
(29
-3.2
(49
-2.8
(219
-6.6
(485
-7.1
(3
-0.8
4.9
221
8.7
848
17.0
(37
-4.5
ATM/debit card expense
(137
-10.7
503
20.3
Other operating expenses
(236
-5.4
(2,478
-23.6
3,371
6.6
4,481
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:
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.
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):
WeightedAverage Yield
1.22
1.28
2.15
1.88
47,442
4.73
69,396
4.27
Total securities
1,257,990
1,259,715
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)
EstimatedFair Value
AAA
AA +/-
A +/-
BBB +/-
< BBB -
Not rated
44,723
193,939
21,016
1,646
Mortgage-backed securities (2)
998
7,187
6,983
28,022
378,553
28,203
618,379
Equity securities:
Federal Agricultural Mtg Corp
486
Midwest Independent BankersBank
Equalize Community Development Fund
3,843
Total equity securities
4,078
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):
% OutstandingLoans
4.2
6.9
8.6
8.8
6.3
5.9
41.5
42.6
68.2
68.4
5.3
23.0
23.6
0.7
2.8
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):
Principalbalance
% Outstanding Loans
Other grain farming
584,470
10.13
507,555
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
221,541
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 yearor less (2)
Over 1 through5 years
Over 5years
42,902
135,272
120,638
39,299
119,439
222,779
28,165
96,253
371,369
87,043
215,014
58,547
325,276
1,400,931
667,433
522,685
1,966,909
1,440,766
208,386
97,010
978
474,732
557,308
292,613
3,084
37,488
1,032
27,490
15,959
120,559
1,236,377
2,674,674
1,855,948
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 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):
Nonaccrual loans
Modified loans which are performing in accordance with revised terms
1,541
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):
% of Total
9.1
7.7
27.4
17.2
34.3
26.8
70.8
51.7
40.0
9.8
7.2
1.1
10.8
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):
983
58.6
1,084
39.8
159
9.5
568
20.9
528
31.5
527
19.4
Total real estate
99.6
80.1
0.4
543
19.9
Total repossessed collateral
2,722
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.
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):
Average loans outstanding, net of unearned income
Allowance-beginning of period
1-4 family residential
55
101
Agricultural
1,386
209
261
Commercial and industrial
489
368
642
Consumer
374
Total charge-offs
2,261
985
1,804
Recoveries:
Total recoveries
Net charge-offs (recoveries)
1,458
707
3,241
1,089
Provision (release) for credit losses
Allowance-end of period
Ratio of annualized net charge-offs to average loans
Ratio of allowance for credit losses to loans outstanding (at amortized cost)
1.23
Ratio of allowance for credit losses to nonperforming loans
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.
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):
Year ended December 31, 2024
AverageBalance
WeightedAverageRate
Demand deposits:
—%
1,407,537
Interest-bearing
3,040,397
2.24
Savings
675,622
0.12
1,019,629
Total average deposits
6,155,869
1.59
6,133,282
1.72
6,143,185
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):
High month-end balances of total deposits
6,284,705
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):
3 months or less
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
652,192
637,867
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):
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
542,915
558,394
Average interest rate at end of period
3.21
Maximum outstanding at any month-end:
219,772
282,285
65,000
195,000
223,744
87,505
106,934
Averages for the period (YTD):
221,789
10,313
560
14,586
45,587
181,754
193,802
99,313
24,168
585,219
Average interest rate during the period
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:
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.
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
Interest-earning assets:
Federal funds sold and other interest-bearing deposits
72,234
Taxable investment securities
112,122
226,231
235,931
445,104
1,019,388
Nontaxable investment securities
10,889
628
2,406
50,360
64,283
3,007,544
1,886,049
627,657
245,749
3,204,819
2,112,908
865,994
741,213
6,924,934
6,600,462
Savings and NOW accounts
239,029
2,341,640
2,580,669
Money market accounts
1,206,140
Other time deposits
944,092
117,679
19,520
653
1,081,944
Short-term borrowings/debt
218,941
Long-term borrowings/debt
203,586
45,000
388
323,974
318,171
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
2,313,260
3,114,734
Cumulative amounts as % of total Rate sensitive assets
5.7
27.7
11.6
-23.1
Cumulative Ratio
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.
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 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.
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 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:
Management continues to monitor its expected liquidity requirements carefully, focusing primarily on cash flows from:
The following table summarizes significant contractual obligations and other commitments at June 30, 2025 (in thousands):
Less than
More than
1-3 years
3-5 years
Debt
103,974
4,124
99,850
Other borrowing
438,941
268,941
70,000
Operating leases
3,139
5,575
3,541
2,979
Supplemental retirement
250
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.
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.
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.
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.
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.
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.
ISSUER PURCHASES OF EQUITY SECURITIES
Period
(a)TotalNumberof SharesPurchased
(b)AveragePrice Paidper Share
(c)TotalNumberof SharesPurchasedas Part ofPubliclyAnnouncedPlans orPrograms
(d)ApproximateDollar Valueof Sharesthat MayYet BePurchasedUnder thePlans orPrograms
April 1, 2025-April 30, 2025
2,941,000
May 1, 2025-May 31, 2025
June 1, 2025-June 30, 2025
See heading “Stock Repurchase Program” for more information regarding stock purchases.
57
None.
Not applicable.
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).
58
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 Index to Quarterly Report on Form 10-Q Description and Filing or Incorporation Reference
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
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
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
60