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CLOSED · 03:20 ET
Market ClerkRecap
Sat Oct 31 · markets closed3 signals on Oct 30129 insider buys this week · $10BCIRO short report next: Nov 14The week ahead

FMBH

FIRST MID BANCSHARES, INC.
NASDAQ · FINANCIALS · STATE COMMERCIAL BANKS
50.40
−0.73 −1.43%
USD · close Oct 30
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MKT CAP $1.3BP/E 12.5DIV YIELD 194.48%FCF YIELD 8.91%REV TTM —NET INCOME $100.3M +19.0%NET DEBT $172.4M52W 35.70 – 52.58SEC XBRL · TTM TO Invalid Date

How FMBH rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
10%
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Dropped
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sentences removed
Length
+38,555
words, now 46,476

New in FY2025

  • Risk Factors – Operational Risks” The Company integrates its cybersecurity practices into the Company’s Enterprise Risk Management program to enhance the identification, assessment, and monitoring of cyber-related operational, regulatory, and compliance risks.
  • The Enterprise Risk Management Program, Information Security Program, Incident Response Plan, Business Continuity Management Program, and Vendor Management Program are approved by the Company’s Risk Oversight Committee (ROC), which is a management committee overseen by the Company’s Board of Directors and chaired by the Company’s Chief Financial and Risk Officer.
  • The ROC brings together a multidisciplinary group to take an enterprise-wide view risk and promote risk awareness and sound risk management practices.
  • Subcommittees and working groups are also in place to discuss technical expertise on specific areas of risk within the Company and provide updates to ROC.
  • Governance The Company’s Board of Directors has overall responsibility for risk oversight, with its committees assisting the Board in performing this function.
  • Oversight of cybersecurity risk has been delegated to the Board Risk Committee and Audit Committee, each of which reports to the full Board on a quarterly basis.
  • The Board Risk Committee oversees management’s implementation and maintenance of the Company’s cybersecurity risk program and management’s response to material issues.
  • The Audit Committee reviews the Company’s cybersecurity processes and compliance with governance policies and procedures.
  • The Enterprise Risk Management program is reviewed and approved by the Board Risk Committee.
  • The Company’s Information Security Risk Officer, who is a member of the risk management team reporting to the Chief Financial and Risk Officer, provides quarterly briefings to the ROC and the Board Risk Committee on cybersecurity risks.
  • These briefings may include assessments of cyber risks, the threat landscape, updates on material incidents, and information regarding cybersecurity risk mitigation and governance.
  • In the event of a potentially material cybersecurity incident, the Incident Response Team is notified and briefed, and meetings with the Incident Response Team, which includes management, are held, with the Board of Directors being briefed, as appropriate.
  • The Information Security Risk Officer has over 20 years of experience in information security and network administration, including extensive experience in the banking industry, and holds multiple industry-recognized certifications.
  • The Company’s Chief Technology Officer, who reports to the Chief Information Officer, provides oversight of the Company’s cybersecurity program as part of broader technology leadership responsibilities.
  • The Chief Technology Officer oversees the Company’s Security Operations Team, which supports the Company’s efforts to identify, prevent, detect, respond to and recover from cybersecurity threats.
  • The Security Operations Team is comprised of personnel with extensive information technology experience across both public and private sectors.
  • The Chief Technology Officer has over 25 years of experience across cybersecurity, software development, systems, networking, and other technology- disciplines, including significant experience in technology leadership roles.
  • P ROPERTIES The Company's headquarters is located at 1421 Charleston Avenue, Mattoon Illinois and is owned and used by First Mid Bank for various operation purposes.
  • In addition, First Mid Bank owns facilities located at 1420 Wabash Avenue, Mattoon, Illinois, which is used by branch support operations and 1100 Broadway Avenue, Mattoon, Illinois which is used by loan operations.
  • The main office of First Mid Bank is located at 1515 Charleston Avenue, Mattoon, Illinois and is owned by First Mid Bank.
  • First Mid Bank also owns a building located at 1520 Charleston Avenue, which is used by First Mid Insurance, and by First Mid Bank for back-room operations.
  • First Mid Insurance also uses a building owned by First Mid Bank at 1501 Broadway Avenue.
  • First Mid Bank also conducts business through numerous facilities, owned, leased, and located on land only leases in twenty-seven counties throughout Illinois, six throughout Missouri, one county in Wisconsin, and one county in Texas.
  • Of the seventy-six banking offices operated by First Mid Bank, fifty-five are owned, eighteen are leased from non-affiliated third parties, and three are located in land only leases with non-affiliated third parties.
  • First Mid Bank also has an office in metro Indianapolis, Indiana that provides agency finance.
  • In addition to having employees throughout the First Mid Bank footprint, First Mid Insurance Group and First Mid Wealth Management conduct business in numerous other facilities.
  • First Mid Insurance leases facilities located in four counties in Illinois and two counties in Missouri from non-affiliated third parties.
  • First Mid Wealth Management owns a facility located at 1321 Charleston Avenue, Mattoon, Illinois and leases facilities located in three counties in Illinois from non-affiliated third parties.
  • None of the properties owned by the Company are subject to any major encumbrances.
  • The Company believes these facilities are suitable and adequate to operate its banking and related business.
  • The net investment of the Company and subsidiaries in real estate and equipment at December 31, 2025 was $90.8 million.
  • 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.
  • MINE SAF ETY DISCLOSURES Not Applicable.
  • MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHARE HOLDER MATTERS AND ISSUER OF PURCHASES OF EQUITY SECURITIES The Company’s common stock is included for quotation on the NASDAQ Stock Market, LLC under the trading symbol "FMBH".
  • The Company’s shareholders are entitled to receive dividends as are declared by the Board of Directors, which considered quarterly payment of dividends during 2025.
  • The ability of the Company to pay dividends, as well as fund its operations, is dependent upon receipt of dividends from First Mid Bank.
  • Regulatory authorities limit the amount of dividends that can be paid by First Mid Bank without prior approval from such authorities.
  • For further discussion of the Bank’s dividend restrictions, see Item 1 – “Business” – “First Mid Bank” – “Dividends” and Note 16 – “Dividend Restrictions” herein.
  • The following table summarizes share repurchase activity for the fourth quarter of 2025: ISSUER PURCHASES OF EQUITY SECURITIES Period (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs at End of Period October 1, 2025 – October 31, 2025 — $ — — $ 42,876,000 November 1, 2025 – November 30, 2025 — — — 45,672,000 December 1, 2025 – December 31, 2025 — — — 46,800,000 Total — $ — — $ 46,800,000 On June 24, 2025, the Board of Directors approved a repurchase program (the "2025 Repurchase Program"), which became effective on July 1, 2025.

and 912 more.

Gone since FY2024

  • As described above, First Mid Bank exceeded their minimum capital requirements under applicable guidelines as of December 31, 2024.
  • As of December 31, 2024, approximately $ 74.5 million was available to be paid as dividends to the Company by First Mid Bank.
  • The off-balance sheet financial instruments whose contract amounts represent credit risk at December 31, 2024 and 2023 were as follows (in thousands): 2024 2023 Unused commitments and lines of credit: Commercial real estate $ 323,979 $ 219,117 Commercial operating 649,082 681,360 Home equity 105,867 104,142 Other 332,113 311,907 Total $ 1,411,041 $ 1,316,526 Standby letters of credit $ 16,909 $ 17,401 Commitments to originate credit represent approved commercial, residential real estate and home equity loans that generally are expected to be funded within ninety days .
  • 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 at December 31, 2024 and 2023.
  • Loans to related parties totaled approximately $ 247.9 million and $ 248.7 million at December 31, 2024 and 2023, respectively.
  • Activity during 2024 and 2023 was as follows (in thousands): 2024 2023 Beginning balance $ 248,698 $ 169,684 New loans 144,024 195,711 Loan repayments ( 144,780 ) ( 116,697 ) Ending balance $ 247,942 $ 248,698 Deposits from related parties held by First Mid Bank at December 31, 2024 and 2023 totaled $ 61.2 million and $ 37.7 million , respectively.
  • (“Blackhawk”) pursuant to an Agreement and Plan of Merger Agreement, dated March 20, 2023 (the “Agreement”).
  • Pursuant to the Agreement, Blackhawk was merged with and into the Company.
  • The following table provides a summary of PCD loans purchased as part of the Blackhawk acquisition as of the acquisition date: (In thousands) Unpaid principal balance $ 115,250 PCD allowance for credit losses at acquisition ( 3,791 ) Non-credit discount on acquired loans ( 5,476 ) Fair value of PCD loans $ 105,983 The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments and acquisition expenses, had the Blackhawk Merger taken place at the beginning of the period (dollars in thousands, except per share data): Twelve months ended December 31, 2023 2022 Net interest income $ 229,317 $ 239,748 Provision for credit losses 7,320 3,856 Non-interest income 95,660 89,575 Non-interest expense 223,354 219,646 Income before income taxes 94,303 105,821 Income tax expense 20,744 21,297 Net income available to common stockholders $ 73,559 $ 84,524 Earnings per share Basic $ 3.38 $ 3.60 Diluted $ 3.36 $ 3.59 Basic weighted average shares outstanding 21,780,217 24,459,299 Diluted weighted average shares outstanding 21,868,788 23,533,857 Acquisition costs are expensed as incurred as a component of non-interest expense and primarily include, but are not limited to, severance costs, professional services, data processing fees, and marketing and advertising expenses.
  • The Company incurred acquisition costs related to the Blackhawk acquisition, pre-tax, of $ 2.5 million, $ 8.2 million, and $ 0 during the year ended December 31, 2024 , 2023, and 2022, respectively.
  • Note 20 -- Leases Effective January 1, 2019, the Company adopted ASU 2016-02 Leases (Topic 842).
  • As of December 31, 2024 , substantially all of the Company's leases are operating leases for real estate property bank branches, ATM locations, and office space.
  • These leases are generally for periods of 1 to 25 years with various renewal options.
  • The Company elected the optional transition method permitted by Topic 842.
  • Under this method, an entity recognizes and measures leases that exist at the application date and prior comparative periods are not adjusted.
  • In addition, the Company elected the package of practical expedients: 1.
  • An entity need not reassess whether any expired or existing contracts contain leases. 2.
  • An entity need not reassess the lease classification for any expired or existing leases. 3.
  • An entity needs to reassess initial direct costs for any existing leases.
  • The Company also elected the practical expedient, which may be elected separately or in conjunction with the package noted above, to use hindsight in determining the lease term and in assessing the right-of-use assets.
  • This expedient must be applied consistently to all leases.
  • Lastly, the Company has elected to use the practical expedient to include both lease and non-lease components as a single component and account for it as a lease.
  • 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 the 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 following table contains supplemental balance sheet information related to leases (dollars in thousands): 2024 2023 Operating lease right-of-use assets $ 13,861 $ 14,306 Operating lease liabilities 14,190 14,615 Weighted-average remaining lease term (in years) 4.7 4.9 Weighted-average discount rate 3.22 % 3.21 % 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.
  • Future minimum lease payments under operating leases are (in thousands): Operating Leases 2025 $ 3,110 2026 2,931 2027 2,703 2028 2,083 2029 1,632 Thereafter 3,503 Total minimum lease payments 15,962 Less imputed interest ( 1,772 ) Total lease liability $ 14,190 The components of lease expense for the twelve months ended December 31, 2024 and 2023 were as follows (in thousands): 2024 2023 Operating lease cost $ 3,394 $ 3,280 Short-term lease cost Variable lease cost Total lease cost 4,287 4,185 Income from subleases ( 429 ) ( 382 ) Net lease cost $ 3,858 $ 3,803 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.
  • Cash paid for amounts included in the measurement of lease liabilities was (in thousands): 2024 2023 Operating cash flows from operating leases $ 3,333 $ 3,263 Note 21 -- Derivatives The Company utilizes interest rate swaps, designated as fair value hedges, to mitigate the risk of changing interest rates on the fair value of fixed rate loans.
  • Derivatives Designated as Hedging Instruments The following table provides the outstanding notional balances and fair value of outstanding derivatives designated as hedging instruments as of December 31, 2024 and 2023 (in thousands): Weighted Average Balance Sheet Remaining Maturity Notional Estimated Derivative Location (Years) Amount Value December 31, 2024 Interest rate swap agreements Other liabilities 4.3 $ 12,486 $ ( 2,006 ) December 31, 2023 Interest rate swap agreements Other liabilities 5.3 $ 12,976 $ ( 2,217 ) The effects of fair value hedges on the Company's income statement during the twelve months ended December 31, 2024 and 2023 were as follows (in thousands): Derivative Location of Gain (Loss) on Derivative 2024 2023 Interest rate swap agreements Interest income on loans $ ( 6 ) $ ( 204 ) Derivative Location of Gain (Loss) on Hedged Items 2024 2023 Interest rate swap agreements Interest income on loans $ $ As of December 31, 2024 and 2023, the following amounts were recorded on the balance sheet related to the cumulative basis adjustment for fair value hedges (in thousands): Cumulative Amount of Fair Value Hedging Line Item in the Balance Sheet in Carrying Amount of Adjustments Included in the Carrying Which the Hedge Items are Included the Hedged Assets Amount of the Hedged Assets December 31, 2024 Loans $ 11,543 $ ( 943 ) December 31, 2023 Loans $ 12,027 $ ( 949 ) Derivatives Not Designated as Hedging Instruments The following table provides the outstanding notional balances and fair value of outstanding derivatives not designated as hedging instruments as of December 31, 2024 and 2023 (in thousands): Weighted Average Balance Sheet Remaining Maturity Notional Estimated Location (Years) Amount Value December 31, 2024 Interest rate swap agreements Other assets 4.0 $ 28,968 $ 2,949 Interest rate swap agreements Other liabilities 4.0 28,968 ( 2,949 ) December 31, 2023 Interest rate swap agreements Other assets 5.0 $ 30,688 $ 3,166 Interest rate swap agreements Other liabilities 5.0 30,688 ( 3,166 ) Note 22 -- Parent Company Only Financial Statements Presented below are condensed balance sheets, statements of income and cash flows for the Company (in thousands): First Mid Bancshares, Inc.
  • (Parent Company) Balance Sheets December 31, 2024 2023 Assets Cash $ 11,762 $ 9,968 Premises and equipment, net 5,301 5,218 Investment in subsidiaries 934,750 907,989 Other assets 8,230 6,720 Total assets $ 960,043 $ 929,895 Liabilities and stockholders’ equity Liabilities Debt $ 111,752 $ 130,813 Other liabilities 1,900 5,878 Total liabilities 113,652 136,691 Stockholders’ equity 846,391 793,204 Total liabilities and stockholders’ equity $ 960,043 $ 929,895 First Mid Bancshares, Inc.
  • (Parent Company) Statements of Income and Comprehensive Income (Loss) Years ended December 31, 2024 2023 2022 Income: Dividends from subsidiaries $ 58,000 $ 51,213 $ 34,040 Other income Total income 58,681 51,300 34,582 Operating expenses 11,256 12,192 9,221 Income before income taxes and equity in undistributed earnings of subsidiaries 47,425 39,108 25,361 Income tax benefit 2,892 3,453 2,780 Income before equity in undistributed earnings of subsidiaries 50,317 42,561 28,141 Equity in undistributed earnings of subsidiaries 28,581 26,374 44,811 Net income 78,898 68,935 72,952 Other comprehensive income (loss), net of taxes ( 5,956 ) 15,080 ( 150,676 ) Comprehensive income (loss) $ 72,942 $ 84,015 $ ( 77,724 ) First Mid Bancshares, Inc.
  • (Parent Company) Statements of Cash Flows Years ended December 31, 2024 2023 2022 Cash flows from operating activities: Net income $ 78,898 $ 68,935 $ 72,952 Adjustments to reconcile net income to net Cash provided by (used in) operating activities: Depreciation, amortization, accretion, net — Dividends received from subsidiary — 51,213 34,040 Equity in undistributed earnings of subsidiaries ( 28,581 ) ( 26,374 ) ( 44,811 ) Increase in other assets ( 2,221 ) ( 49,606 ) ( 208,359 ) Increase (decrease) in other liabilities ( 871 ) 1,526 ( 146 ) Net cash provided by (used in) operating activities 47,225 45,959 ( 146,106 ) Cash flows from investing activities: Investment in subsidiary ( 4,000 ) — — Net cash from (used in) business acquisition — ( 41,827 ) 67,323 Net cash provided by (used in) investing activities ( 4,000 ) ( 41,827 ) 67,323 Cash flows from financing activities: Repayment of long-term debt ( 19,455 ) — — Proceeds from issuance of common stock 1,054 1,004 93,415 Payment to repurchase common stock ( 659 ) ( 465 ) ( 340 ) Direct expense related to capital transactions — — ( 29 ) Dividends paid on common stock ( 22,371 ) ( 19,557 ) ( 17,830 ) Net cash provided by (used in) financing activities ( 41,431 ) ( 19,018 ) 75,216 Increase (decrease) in cash 1,794 ( 14,886 ) ( 3,567 ) Cash at beginning of year 9,968 24,854 28,421 Cash at end of year $ 11,762 $ 9,968 $ 24,854 Report of Independent Registered Public Accounting Firm To the Stockholders, Board of Directors, and Audit Committee First Mid Bancshares, Inc.
  • (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).
  • In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
  • We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025 , expressed an unqualified opinion thereon.
  • The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
  • Allowance for Credit Losses The Company’s loan portfolio and the associated allowance for credit losses (ACL) were $5.7 billion and $70 million as of December 31, 2024, respectively.
  • As more fully described in Notes 1 and 5 to the financial statements, the Company estimates the allowance for credit losses (ACL) to adequately account for probable losses expected over the remaining contractual life of the loan and lease portfolio.
  • Expected credit losses are measured on a collective (pool) basis for loans with similar risk characteristics.
  • Historical credit loss experience provides the basis for the estimate of expected credit losses.
  • For each pool, a historical loss rate is computed based on the average remaining contractual life of the pool.

and 33 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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