First Mid Bancshares, Inc. · NASDAQ:FMBH
First Mid Bancshares — Merger or Acquisition (October 2025)
19 slides from First Mid Bancshares's merger presentation, Oct 30, 2025
Slide 1: October 30, 2025
October 30, 2025 NASDAQ: FMBH
Slide 2: Disclosures: Forward Looking Statements
Disclosures Forward Looking Statements This document may contain certain forward - looking statements about First Mid and Two Rivers, such as discussions of First Mid’s and Two Rivers’ pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated e
Slide 3: Disclosures: Important Information about the Merger
Disclosures Important Information about the Merger and Additional Information First Mid will file a registration statement on Form S - 4 with the SEC in connection with the proposed transaction . The registration statement will include a proxy statement of Two Rivers that also constitutes a prospect
Slide 4: Transaction Highlights
Transaction Highlights 4 Strategically Compelling Financially Attractive Low Integration Risk x Accelerates Scale & Market Reach Strategic partnership with a high - quality community bank ($1.1B in assets; $1.2B in AUM) – the market leader in Southeast Iowa – anchored by shared values, cultural alig
Slide 5: Overview of Two Rivers Financial Group, Inc.
Overview of Two Rivers Financial Group, Inc. A High - Quality Community Bank with a Low - Cost, Core Deposit Engine 5 Source: S&P Capital IQ Pro. Financial data as of, or for the three months ended 9/30/25. (1) Represents bank - level financial data. (2) Defined as total deposits less time deposits
Slide 6: Entry into Attractive Iowa Markets
Entry into Attractive Iowa Markets 6 Source: S&P Capital IQ Pro. Note: Deposit market share data as of 6/30/25 and is pro forma for pending or recently completed acquisitions. Iowa City, IA 1 Henry, IA 1 Des Moines, IA 3 Fort Madison, IA 5 Burlington, IA 4 Branches $47M $65M $81M $256M $587M Deposit
Slide 7: Low-Cost Core Deposit Engine
Low - Cost Core Deposit Engine 7 $988M Deposits $537 $562 $629 $698 $673 $706 $829 $846 $1,094 $1,022 $1,008 $988 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q3 '25 TRVR Total Deposits Over Time ($M) Cost of Total Deposits Over Time 2.12% 1.93% 1.61% 2014 2015 2016 2017 2018 2019 2023 202
Slide 8: Key Transaction Terms
Key Transaction Terms Consideration • 100% stock • Fixed exchange ratio of 1.225x shares of FMBH common stock to be issued for each share of TRVR • $45.08 per share based on a First Mid closing price of $36.80 as of 10/28/25 • Aggregate transaction value of $94.1 million Multiples • Price / 9/30/25
Slide 9: Key Model Assumptions
Key Model Assumptions Credit • Total gross credit mark of $11.6 million pre - tax, or 1.3% of TRVR’s 9/30/25 loans HFI Cost Savings/ Synergies • Cost saves equal to 27% of TRVR’s noninterest expense (50% phased in 2026; 100% in years thereafter) • Revenue synergies identified but not modeled Earning
Slide 10: Attractive Pro Forma Financial Impact
Attractive Pro Forma Financial Impact Enhanced Pro Forma Profitability (1) Attractive Financial Impact Robust Capital at Closing ~12.3% 2027E EPS Accretion (1) 11.3% Excluding CECL Double Count ~4.3% TBV Dilution 3.7% Excluding CECL Double Count 2.1 Year TBVPS Earnback (2) 1.9 Year Excluding CECL Do
Slide 11: Accelerates Scale, Shared Banking DNA, Attractive Economics, Proven Acquiror
Accelerates Scale Shared Banking DNA Attractive Economics Experienced & Proven Acquiror x Increased relevance with ~$9B in pro forma assets and ~$8B in wealth AUM – continuing First Mid’s tradition of footprint diversification in complementary markets with high quality community banks x First Mid an
Slide 12: Appendix
Appendix
Slide 13: Pro Forma Franchise
Pro Forma Franchise Assets $9.0B Loans $6.7B Deposits $7.3B Financially Compelling Transaction Wealth AUM $7.6B ▪ Strong, low - cost deposit franchise ▪ Adds $1.2B in wealth AUM ▪ Significant earnings accretion at ~12% and below market TBV earnback at 2.1 years ▪ Robust pro forma capital at closing,
Slide 14: Pro Forma Deposit Composition
Non - Interest Bearing 23% IB Demand 30% MMDA + Savings 29% CDs <$100k 6% CDs ≥$100k 12% Non - Interest Bearing 15% IB Demand 46% MMDA + Savings 25% CDs ≥$100k 7% CDs <$100k 7% Non - Interest Bearing 22% IB Demand 32% MMDA + Savings 28% CDs <$100k 6% CDs ≥$100k 12% Pro Forma Deposit Composition Depo
Slide 15: Pro Forma Loan Composition
Pro Forma Loan Composition Resi. 8% OO CRE 13% NOO CRE 29 % Multifam. 6% C&I 23% Consumer 0% Ag. 12% Other 3% CLD 6% CLD 5% Resi. 30% OO CRE 11% NOO CRE 30 % Multifam. 3% C&I 12% Consumer 2% Ag. 7% Other 2% CLD 6% Resi. 11% OO CRE 13% NOO CRE 29 % Multifam. 5% C&I 22% Consumer 1% Ag. 11% Loan Mix $5
Slide 16: Thorough Due Diligence Process
Thorough Due Diligence Process First Mid is a proven, experienced and disciplined acquirer with a successful track record of completing an extensive diligence process to ensure success throughout the acquisition including modeling, announcement, employee engagement, closing, and integration . Due Di
Slide 17: Pro Forma Earnings Per Share Reconciliation
Pro Forma Earnings Per Share Reconciliation (1) Estimated fair value marks accreted back through earnings based on the estimated expected lives of individual assets. 17 26.6 25.9 Pro forma weighted average diluted shares outstanding $4.65 $4.32 Pro forma earnings per share $4.14 $4.06 FMBH standalon
Slide 18: Purchase Accounting Summary
Purchase Accounting Summary $28.69 27 $762 FMBH pro forma tangible book value per share at close ($1.30) ($) dilution to FMBH (4.3%) (%) dilution to FMBH Basic Shares (millions) $ Per Share 24 $28.21 Tangible Book Value Per Share Impact $ millions FMBH tangible book value per share as of 9/30/25 (1)
Slide 19: Experienced Acquirer
Announced 10/30/25 Closed 8/15/23 Closed 2/14/22 Closed 9/10/21 Closed 2/22/21 Closed 4/21/20 Closed 11/15/18 Closed 5/01/18 Closed 9/08/16 Closed 8/14/15 Transaction Date $94 Million $94 Million $107 Million -- - $161 Million - - - $70 Million $72 Million $89 Million $16 Million Transaction Value W
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