First Mid Bancshares, Inc. filed an 8-K with the SEC on October 29, 2026, disclosing that it entered into an Agreement and Plan of Merger with Evergreen Bancshares, Inc. on October 28, 2026, under which First Mid agreed to acquire 100% of Evergreen's issued and outstanding shares in a cash-and-stock transaction.

Key Highlights

  • Merger consideration per share: 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 certain adjustments.
  • Aggregate consideration: First Mid expects to pay approximately 1,109,690 shares of its common stock and approximately $14.1 million in cash in total to Evergreen shareholders at closing.
  • Net worth adjustment: 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 wholly-owned bank subsidiary, American Bank of Freedom, reported total consolidated assets of approximately $932 million, loans of approximately $712 million, and total deposits of approximately $727 million.
  • Bank subsidiary merger: Following the closing, American Bank of Freedom is anticipated to merge with and into First Mid Bank and Trust, N.A., with American Bank's offices becoming branches of First Mid Bank.
  • Expected closing timeline: The Merger is anticipated to be completed in the first quarter of 2027, subject to regulatory approvals and Evergreen shareholder approval.
  • 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 Announces Definitive Agreement to Merge with Evergreen Bancshares

According to the filing, First Mid Bancshares, Inc. (NASDAQ:FMBH) and its newly formed wholly-owned subsidiary, Raven Sub LLC, a Missouri limited liability company, entered into the Agreement and Plan of Merger with Evergreen Bancshares, Inc. on October 28, 2026. Under the terms disclosed, Evergreen will merge with and into Raven Sub, after which the surviving company will itself be merged with and into First Mid, with Evergreen ceasing to exist as a separate corporate entity.

The filing states that each outstanding Evergreen common share, 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, with cash paid in lieu of fractional shares. On an aggregate basis, the total consideration is expected to be approximately 1,109,690 First Mid shares and approximately $14.1 million in cash. The filing also describes a downward adjustment mechanism: if Evergreen's consolidated shareholders' equity at closing is less than $69,333,034, the merger consideration is reduced dollar-for-dollar by the shortfall, applied first to the per-share cash component and then, if necessary, to the exchange ratio.

The filing notes the Merger is subject to approval by appropriate regulatory authorities and Evergreen's shareholders, along with other customary closing conditions, and is anticipated to close in the first quarter of 2027. The Merger Agreement includes customary representations, warranties, and covenants, as well as restrictions on Evergreen's and American Bank's activities outside the ordinary course of business pending completion, covering areas such as employee compensation, asset and liability transactions, and alternative acquisition solicitations. The filing further states that certain Evergreen directors and officers have signed voting agreements committing their shares in favor of the Merger.

What Was Disclosed

First Mid Bancshares disclosed the execution of a definitive merger agreement to acquire Evergreen Bancshares in a mixed cash-and-stock transaction, with per-share consideration of $5.20 cash and 0.4081 First Mid shares, total aggregate consideration of approximately $14.1 million cash and 1,109,690 shares, and an anticipated closing in the first quarter of 2027.