First Mid Bancshares, Inc. filed a current report on October 29, 2026, disclosing that on October 28, 2026, it entered into an Agreement and Plan of Merger with Evergreen Bancshares, Inc., under which First Mid agreed to acquire 100% of Evergreen's issued and outstanding shares.

Key Highlights

  • Merger agreement signed: First Mid Bancshares and its newly formed subsidiary Raven Sub LLC entered into the merger agreement with Evergreen Bancshares, Inc., a Missouri corporation, on October 28, 2026.
  • Per-share consideration: Each Evergreen share will be converted into $5.20 in cash and 0.4081 shares of First Mid common stock, plus cash in lieu of fractional shares, subject to applicable taxes and certain potential adjustments.
  • Aggregate consideration: Total consideration expected to be approximately 1,109,690 shares of First Mid common stock and approximately $14.1 million in cash.
  • Minimum net worth threshold: If Evergreen's consolidated shareholders' equity at closing falls below $69,333,034, the merger consideration will be reduced dollar-for-dollar by the shortfall amount.
  • American Bank size: As of September 30, 2026, Evergreen's bank subsidiary, American Bank of Freedom, had total consolidated assets of approximately $932 million, loans of approximately $712 million, and total deposits of approximately $727 million.
  • Expected closing: The merger is anticipated to be completed in the first quarter of 2027, subject to regulatory approvals, Evergreen shareholder approval, and other customary closing conditions.
  • Voting agreements: Certain directors and officers of Evergreen have executed voting agreements to vote their shares in favor of the merger agreement and the merger.

First Mid Bancshares and Evergreen Bancshares Merger Agreement: Key Terms and Structure

According to the filing, First Mid Bancshares, Inc. (NASDAQ:FMBH), headquartered in Mattoon, Illinois, entered into an Agreement and Plan of Merger with Evergreen Bancshares, Inc. on October 28, 2026. The transaction is structured as a two-step merger: Evergreen will first merge with and into Raven Sub LLC, a newly formed Missouri limited liability company and wholly-owned subsidiary of First Mid, with Raven Sub continuing as the surviving entity. Immediately following that merger, the surviving company will merge with and into First Mid itself.

The filing states that each outstanding share of Evergreen common stock (par value $0.01 per share) will be converted into the right to receive $5.20 in cash and 0.4081 shares of First Mid common stock (par value $4.00 per share). On an aggregate basis, First Mid expects to issue approximately 1,109,690 shares of its common stock and pay approximately $14.1 million in cash to Evergreen shareholders at closing. The merger agreement includes a consideration adjustment mechanism: if Evergreen's consolidated shareholders' equity on the closing balance sheet is less than $69,333,034, the merger consideration will be reduced dollar-for-dollar, with any reduction applied first to the per-share cash amount and then, if needed, to the exchange ratio.

The filing further discloses that Evergreen's wholly-owned bank subsidiary, American Bank of Freedom, is anticipated to merge with and into First Mid's subsidiary, First Mid Bank and Trust, N.A., following the completion of the primary merger, at which point American Bank's banking offices will become branches of First Mid Bank. The merger agreement restricts Evergreen and American Bank from engaging in activities outside the usual course of business pending completion, including limitations on employee compensation, certain asset and liability transactions, and solicitations of alternative acquisition proposals. The filing notes that forward-looking statements in the document are intended to be covered by safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

What Was Disclosed

First Mid Bancshares disclosed a signed merger agreement to acquire Evergreen Bancshares for a combination of approximately 1,109,690 First Mid shares and approximately $14.1 million in cash, with closing anticipated in the first quarter of 2027, pending regulatory and shareholder approvals.