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First Mid Bancshares, Inc. – ‘424B3’ on 10/5/21

On:  Tuesday, 10/5/21, at 10:16am ET   ·   Accession #:  1171843-21-6849   ·   File #:  333-259634

Previous ‘424B3’:  ‘424B3’ on 8/9/21   ·   Next & Latest:  ‘424B3’ on 6/23/23   ·   13 References:   To:  First Mid Bancshares, Inc. – ‘10-Q’ on 8/4/21 for 6/30/21 To:  First Mid Bancshares, Inc. – ‘8-K’ on 7/29/21 for 7/28/21 To:  First Mid Bancshares, Inc. – ‘10-Q/A’ on 5/24/21 for 3/31/21 To:  First Mid Bancshares, Inc. – ‘10-Q’ on 5/10/21 for 3/31/21 To:  First Mid Bancshares, Inc. – ‘8-K/A’ on 5/4/21 for 2/19/21 To:  First Mid Bancshares, Inc. – ‘8-K’ on 4/30/21 for 4/28/21 To:  First Mid Bancshares, Inc. – ‘8-K’ on 4/12/21 for 4/9/21 To:  First Mid Bancshares, Inc. – ‘DEF 14A’ on 3/19/21 for 4/28/21 To:  First Mid Bancshares, Inc. – ‘10-K’ on 3/8/21 for 12/31/20 To:  First Mid Bancshares, Inc. – ‘8-K’ on 2/22/21 for 2/19/21 To:  First Mid Bancshares, Inc. – ‘8-K’ on / for 2/19/21 To:  First Mid Bancshares, Inc. – ‘8-K’ on 1/27/21 for 1/26/21 To:  First Mid Bancshares, Inc. – ‘8-A12B’ on 4/30/14 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/05/21  First Mid Bancshares, Inc.        424B3                  1:1.2M                                   Globenewswire Inc./FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus - New Facts or Events                    HTML    888K 

Filed pursuant to Rule 424(b)(3)

Registration Statement 333-259634

______________________________

PROXY STATEMENT OF Delta Bancshares Company

______________________________

PROSPECTUS OF First Mid Bancshares, Inc.

______________________________

Merger Proposal—Your Vote Is Important

DEAR Delta Bancshares Company STOCKHOLDERS:

You are cordially invited to attend a special meeting of stockholders of Delta Bancshares Company, which will be held on October 28, 2021 at 3:00 p.m., local time at the Missouri Athletic Club West Clubhouse, 1777 Des Peres Rd., St. Louis, Missouri 63131.

At the meeting, you will be asked to approve the Agreement and Plan of Merger, dated July 28, 2021, as it may be amended from time to time (which we refer to as the “merger agreement”), among Delta Bancshares Company (“Delta”), First Mid Bancshares, Inc. (“First Mid”) and Brock Sub LLC, a newly formed wholly-owned subsidiary of First Mid (“Merger Sub”), that provides for First Mid’s acquisition of Delta through the merger of Delta with and into Merger Sub, with Merger Sub as the surviving entity and a wholly-owned subsidiary of First Mid (the “merger”). In the proposed merger, each issued and outstanding share of Delta common stock will be converted into, and become the right to receive $352.26 per share in cash without interest and 55.1061 shares of validly issued, fully paid and nonassessable shares of First Mid common stock, par value $4.00 per share stock (the “Stock Consideration”), together with cash in lieu of fractional shares, less any applicable taxes required to be withheld and subject to certain adjustments set forth in, and subject to the terms of, the merger agreement, and as described in detail in this proxy statement/prospectus. Additionally, Delta’s outstanding stock options will be fully vested upon consummation of the merger, and all outstanding Delta stock options that are unexercised prior to the effective time of the merger will be cashed out pursuant to the terms of the merger agreement.

While the final consideration amount calculated as of closing of the merger is not yet known at this time, based on the closing price of First Mid’s common stock of $39.90 on July 28, 2021, and the 41,420.3 shares of Delta common stock outstanding as of July 28, 2021, the date of the merger agreement (and the last trading day preceding the public announcement of the merger), and assuming approximately 581 equity award equivalent shares (which are shares of Delta common stock underlying the 581 outstanding Delta stock options being cashed out at the closing of the merger), Delta stockholders are expected to receive total aggregate merger consideration from First Mid of approximately $106 million, consisting of approximately $14.59 million in cash plus approximately $91.07 million in the form of First Mid common stock, subject to receipt of cash in lieu of fractional shares, plus approximately $500,000 in cash in consideration for outstanding Delta stock options cashed out at the closing of the merger.

The merger consideration is subject to potential adjustment in three circumstances. First, if the consolidated balance sheet delivered by Delta to First Mid as of the last day of the month preceding the closing date of the merger, or as of three business days prior to the closing date of the merger if such date is more than three business days following the last day of the preceding month, reflects consolidated shareholders’ equity less than $75,411,189 (as computed and adjusted in accordance with the merger agreement), for every $50,000 shortfall thereof, the cash consideration will be reduced by $1.21 per share. As of June 30, 2021, Delta’s consolidated stockholders’ equity as computed in accordance with generally accepted accounting principles (“GAAP”) was $75,411,189. As of the date of this proxy statement/prospectus, the parties are not aware of any existing facts or circumstances that would cause the consolidated stockholders’ equity included in the closing consolidated balance sheet to be less than $75,411,189. Second, if at any time during the five business day period commencing on the fifteenth business day preceding the closing date of the merger, the average closing price of a share of First Mid common stock is less than $31.42 and decreases by more than 20% in relation to the Nasdaq Bank Index, Delta will have the right to terminate the merger agreement unless First Mid elects to increase the exchange ratio pursuant to the formula described in the section of the proxy statement/prospectus entitled “Description of the Merger Agreement—Merger Consideration”. Third, if, prior to the effective time, the number of shares of First Mid common stock are changed into a different number of shares or a different class of shares pursuant to any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or if a stock dividend thereof shall be declared with a record date within such period, an appropriate and proportionate adjustment shall be made to the exchange ratio so as to provide the holders of Delta common stock with the same economic effect as contemplated by the merger agreement prior to such event.

Upon the effectiveness of the merger, each share of issued and outstanding Delta common stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. Each certificate formerly representing any share of Delta common stock and each uncertificated share registered to a holder on the stock transfer books of Delta shall thereafter represent only the right to receive the merger consideration described above and herein.

Upon closing of the merger, assuming no adjustment in the number of shares of First Mid common stock to be issued in the merger pursuant to the terms of the merger agreement, we expect that the former stockholders of Delta will own approximately 11.2% of First Mid’s issued and outstanding common stock.

First Mid’s common stock currently trades on the Nasdaq Global Select Market under the symbol “FMBH.” On September 29, 2021, the latest practicable date before the printing of this proxy statement/prospectus, the closing price of First Mid common stock was $41.07 per share. The shares of First Mid common stock issued pursuant to the merger will be registered under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and will trade on the Nasdaq Global Select Market. Delta’s common stock is not traded on any established public trading market.

We cannot complete the merger unless we obtain the necessary governmental approvals and unless the stockholders of Delta approve the merger agreement and the transactions contemplated therein. The board of directors of Delta has unanimously approved the merger and recommends that Delta’s stockholders vote “FOR” approval of the merger agreement and the transactions contemplated therein to be considered at the special meeting.

The place, date and time of the Delta stockholders’ meeting are as follows:

Missouri Athletic Club West Clubhouse

1777 Des Peres Rd.

St. Louis, Missouri 63131

October 28, 2021

3:00 p.m. Central time

This proxy statement/prospectus contains a more complete description of the Delta stockholders’ meeting and the terms of the merger. You may also obtain information about First Mid from documents that it has filed with the Securities and Exchange Commission (which we refer to as the “SEC”). We urge you to review this entire document carefully. This document also serves as the prospectus for up to 2,321,582 shares of First Mid common stock that may be issued by First Mid in connection with the merger.

Your vote is important, regardless of the number of shares that you own. Whether or not you plan to attend Delta’s stockholders’ meeting, please take the time to vote by following the voting instructions on the enclosed proxy form. Submitting a proxy now will not prevent you from being able to vote in person at Delta’s special meeting.

You should read this entire proxy statement/prospectus carefully because it contains important information about the merger. In particular, you should read carefully the information under the section entitled “Risk Factors” beginning on page 18.

Thank you for your cooperation and continued support.

Sincerely,

Neither the SEC nor any state securities regulatory body has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency.

This proxy statement/prospectus is dated October 5, 2021, and is first being mailed to Delta’s stockholders on or about October 8, 2021.

Delta Bancshares Company

_____________________________________

Notice of Special Meeting of Stockholders

Date: October 28, 2021

Time: 3:00 p.m., local time

Place: Missouri Athletic Club West Clubhouse, 1777 Des Peres Rd., St. Louis, Missouri 63131

Dear Delta Stockholders:

NOTICE IS HEREBY GIVEN that Delta Bancshares Company (“Delta”) will hold a special meeting of stockholders on October 28, 2021 at 3:00 p.m., local time, at Missouri Athletic Club West Clubhouse, 1777 Des Peres Rd., St. Louis, Missouri 63131. The purpose of the meeting is to consider and vote on the following matters:

Holders of record of Delta common stock at the close of business on September 28, 2021 are entitled to receive this notice and to vote at the special meeting and any adjournments or postponements thereof. Approval of the merger agreement and the transactions contemplated therein requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Delta common stock entitled to vote. Approval of the Delta proposal to adjourn the special meeting requires the affirmative vote of the holders of a majority of the shares of Delta common stock present in person or represented by proxy and entitled to vote on the proposal.

The board of directors of Delta unanimously recommends that you vote “FOR” approval of the merger agreement and the transactions contemplated therein, and “FOR” approval to adjourn the special meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the merger agreement and the transactions contemplated therein.

Your vote is important. I encourage you to attend the meeting in person. Whether or not you plan to attend the meeting, please act promptly to vote your shares.  You may vote your shares by completing, signing and dating the proxy form and returning it by mail to the attention of Marilyn J. Oberkramer at Delta in the postage prepaid envelope provided, via fax to (314) 621-1267 or via email attachment to marilyn.oberkramer@jbt-stl.com.  Please review the instructions for each of your voting options described in this proxy statement/prospectus. If you attend the meeting, you may vote your shares in person, even if you have previously submitted a proxy. Submitting a proxy will ensure that your shares are represented at the meeting. We look forward with pleasure to seeing and visiting with you at the meeting.

You will be sent a letter of transmittal separately on a later date. Please do not send in your stock certificates at this time.

Under Missouri law, if the merger is completed, Delta stockholders of record who do not vote to approve the merger agreement, and otherwise comply with the applicable provisions of Missouri law pertaining to dissenting stockholders, will be entitled to exercise rights of appraisal and obtain payment for the fair value of their shares of Delta common stock. A copy of the section of the General and Business Corporation Law of Missouri pertaining to objecting stockholders’ rights of appraisal (also known as dissenters’ rights) is included as Appendix B to this proxy statement/prospectus.

	By Order of the Board of Directors,
	Michael J. Ross Chairman and President Delta Bancshares Company October 5, 2021

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about First Mid from documents filed with the SEC that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, please see the section entitled “Incorporation of Certain First Mid Documents by Reference” beginning on page 80. Delta has not incorporated any information into this proxy statement/prospectus by reference. You can obtain any of the documents filed with or furnished to the SEC by First Mid, free of charge, from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus by First Mid, free of charge, by contacting First Mid at the following address:

The section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page 79 has additional information about obtaining copies of documents that First Mid has filed or furnished to the SEC.

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the Delta special meeting. This means that documents must be requested by October 21, 2021 in order to receive them before the Delta special meeting.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by First Mid (File No. 333-259634), constitutes a prospectus of First Mid under Section 5 of the Securities Act, with respect to the shares of common stock, par value $4.00 per share, of First Mid, which we refer to as “First Mid common stock,” to be issued pursuant to the Agreement and Plan of Merger, dated as of July 28, 2021, by and among First Mid, Merger Sub and Delta, as it may be amended from time to time, which we refer to as the “merger agreement.” This document also constitutes a proxy statement of Delta under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” It also constitutes a notice of meeting with respect to the special meeting of stockholders at which Delta stockholders will be asked to consider and vote upon (a) the proposal to approve the merger agreement and the transactions contemplated therein, and (b) the proposal to adjourn or postpone the Delta special meeting, if necessary or appropriate, for among other reasons, the solicitation of additional proxies.

First Mid has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to First Mid, and Delta has supplied all information contained in this proxy statement/prospectus relating to Delta. Delta has not incorporated any information into this proxy statement/prospectus by reference.

You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated October 5, 2021, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this document to Delta stockholders nor the issuance by First Mid of shares of First Mid common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the Delta special meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

While the final consideration amount calculated as of closing of the merger is not yet known at this time, based on the closing price of First Mid’s common stock of $39.90 on July 28, 2021, and the 41,420.3 shares of Delta common stock outstanding as of July 28, 2021, the date of the merger agreement (and the last trading day preceding the public announcement of the merger), and assuming approximately 581 equity award equivalent shares (which are shares of Delta common stock underlying the 581 outstanding Delta stock options being cashed out at the closing of the merger), Delta stockholders are expected to receive total aggregate merger consideration from First Mid of approximately $106 million, consisting of: approximately $14.59 million in cash plus approximately $91.07 million in the form of First Mid common stock, subject to receipt of cash in lieu of fractional shares, plus approximately $500,000 in cash in consideration for outstanding Delta stock options cashed out at the closing of the merger. Only whole shares of First Mid common stock will be issued in the merger. As a result, cash will be paid instead of any fractional shares in an amount, rounded to the nearest whole cent, determined by multiplying the Closing First Mid Common Stock Price (defined below) by the fractional share of First Mid common stock to which such former holder of Delta common stock would otherwise be entitled. Shares of Delta common stock held by Delta stockholders who elect to exercise their dissenters’ rights (which we refer to as “dissenting shares”) will not be converted into merger consideration.

SUMMARY

This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information that is important to you. To understand the merger more fully, you should read this entire proxy statement/prospectus carefully, including the appendices and the documents referred to or incorporated in this proxy statement/prospectus. A copy of the merger agreement is attached as Appendix A to this proxy statement/prospectus and is incorporated by reference herein. See “Incorporation of Certain First Mid Documents by Reference” and “Where You Can Find More Information” beginning on pages 80 and 79 respectively.

Information about First Mid and Delta

First Mid Bancshares, Inc.

1421 Charleston Avenue

Mattoon, Illinois 61938

Telephone: (217) 258-0463

First Mid Bancshares, Inc., formerly known as First Mid-Illinois Bancshares, Inc., is a Delaware corporation and registered financial holding company. First Mid is engaged in the business of banking through its wholly-owned subsidiaries, First Mid Bank & Trust, N.A., a nationally chartered commercial bank headquartered in Mattoon, Illinois and formerly known as First Mid-Illinois Bank & Trust, N.A. (“First Mid Bank”). First Mid also offers insurance products and services to customers through its wholly-owned subsidiary, First Mid Insurance Group, Inc. First Mid offers trust, farm services, investment services, and retirement planning through its wholly-owned subsidiary, First Mid Wealth Management Company. First Mid also wholly owns a captive insurance company, First Mid Captive, Inc. In addition, First Mid also wholly owns three statutory business trusts, First Mid-Illinois Statutory Trust II, Clover Leaf Statutory Trust I, and FBTC Statutory Trust I, all of which are unconsolidated subsidiaries of First Mid. 

As of June 30, 2021, First Mid had total assets of approximately $5.8 billion, total gross loans, including loans held for sale, of approximately $3.8 billion, total deposits of approximately $4.7 billion and total stockholders’ equity of approximately $616 million.

Merger Sub is a Delaware limited liability company and a wholly-owned subsidiary of First Mid formed on July 13, 2021, for the purpose of effecting the merger, pursuant to the merger agreement.

First Mid common stock is traded on the Nasdaq Global Select Market under the ticker symbol “FMBH.”

Delta Bancshares Company

2301 Market Street

St. Louis, Missouri 63103

(314) 621- 0100

Delta, headquartered in St. Louis, Missouri, is a Missouri corporation and a privately-held, $697 million asset bank holding company for its wholly-owned subsidiary, Jefferson Bank and Trust Company (“Jefferson Bank”), which provides community banking services primarily in the St. Louis metropolitan area, and surrounding counties.

As of June 30, 2021, Delta had total assets of approximately $697,035,076; total gross loans of approximately $484,037,459; total deposits of approximately $545,481,162; and total stockholders’ equity of approximately $75,411,189.

Delta’s common stock is not traded on any established public trading market.

The merger and the merger agreement (See page 58)

First Mid’s acquisition of Delta is governed by a merger agreement. The merger agreement provides that, if all of the conditions set forth in the merger agreement are satisfied or waived, Delta will merge with and into Merger Sub, a wholly-owned subsidiary of First Mid, and Merger Sub will be the surviving entity. The separate corporate existence of Delta will terminate as a result of the merger. The merger is anticipated to be completed in late 2021. Following the completion of the merger, Merger Sub will be merged with and into First Mid, with First Mid as the surviving entity. At a time to be determined by First Mid, First Mid will cause the merger of Jefferson Bank with and into First Mid Bank, with First Mid Bank being the surviving entity. At such time, Jefferson Bank’s banking offices will become banking offices of First Mid Bank. Until the banks are merged, First Mid will own and operate Jefferson Bank and First Mid Bank as separate bank subsidiaries.

The merger agreement is included as Appendix A to this proxy statement/prospectus and is incorporated by reference herein. We urge you to read the merger agreement carefully and fully, as it is the legal document that governs the merger.

What Delta stockholders will receive as consideration in the merger (See page 58)

If the merger is completed, each share of Delta common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Delta as treasury stock and any dissenting shares) will be converted into the right to receive, per share of Delta common stock, $352.26 in cash without interest and 55.1061 of First Mid common stock (the “Stock Consideration”), subject to certain adjustments set forth in the merger agreement. While the final consideration amount calculated as of closing of the merger is not yet known at this time, based on the closing price of First Mid’s common stock of $39.90 on July 28, 2021, and the 41,420.3 shares of Delta common stock outstanding as of July 28, 2021, the date of the merger agreement (and the last trading day preceding the public announcement of the merger), and assuming approximately 581 equity award equivalent shares (which are shares of Delta common stock underlying the 581 outstanding Delta stock options being cashed out at the closing of the merger), Delta stockholders are expected to receive total aggregate merger consideration from First Mid of approximately $106 million, consisting of: approximately $14.59 million in cash plus approximately $91.07 million in the form of First Mid common stock, subject to receipt of cash in lieu of fractional shares, plus $500,000 in cash in consideration for outstanding Delta stock options cashed out at the closing of the merger. Cash will be paid instead of any fractional shares in an amount, rounded to the nearest whole cent, determined by multiplying the Closing First Mid Common Stock Price by the fractional share of First Mid common stock to which such former holder would otherwise be entitled. Shares of Delta common stock held by Delta stockholders who elect to exercise their dissenters’ rights will not be converted into merger consideration.

Potential adjustment of merger consideration (See page 58)

The merger consideration is subject to potential adjustment in three circumstances. First, if the consolidated balance sheet delivered by Delta to First Mid as of the last day of the month preceding the closing date of the merger, or as of three business days prior to the closing date of the merger if such date is more than three business days following the last day of the preceding month, reflects consolidated shareholders’ equity less than $75,411,189 (as computed and adjusted in accordance with the merger agreement), for every $50,000 shortfall thereof, the cash consideration will be reduced by $1.21 per share. As of June 30, 2021, Delta’s consolidated stockholders’ equity as computed in accordance with generally accepted accounting principles (“GAAP”) was $75,411,189. As of the date of this proxy statement/prospectus, the parties are not aware of any existing facts or circumstances that would cause the consolidated stockholders’ equity included in the closing consolidated balance sheet to be less than $75,411,189. Second, if at any time during the five business day period commencing on the fifteenth business day preceding the closing date of the merger, the average closing price of a share of First Mid common stock is less than $31.42 and decreases by more than 20% in relation to the Nasdaq Bank Index, Delta will have the right to terminate the merger agreement unless First Mid elects to increase the exchange ratio pursuant to the formula described in the section of the proxy statement/prospectus entitled “Description of the Merger Agreement—Merger Consideration”. Third, if, prior to the effective time, the number of shares of First Mid common stock are changed into a different number of shares or a different class of shares pursuant to any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or if a stock dividend thereof shall be declared with a record date within such period, an appropriate and proportionate adjustment shall be made to the exchange ratio so as to provide the holders of Delta common stock with the same economic effect as contemplated by the merger agreement prior to such event.

Treatment of Delta stock options (See page 60)

Delta’s outstanding stock options will be fully vested upon the effective time of the merger, and all outstanding Delta stock options that are unexercised prior to the effective time of the merger will be automatically cancelled and the holder of such Delta stock option will receive a cash payment (without interest) equal to the product of (a) the excess, if any, of (i) $352.26, plus (ii) the Closing First Mid Common Stock Price multiplied by the Stock Consideration that would otherwise be payable for each share of Delta common stock issuable had each such option been exercised immediately prior to the closing of the merger, minus (iii) the exercise price per share of such Delta stock option, and (b) the number of shares of Delta common stock issuable upon exercise of such Delta stock option (we refer to this amount as the “option consideration”). “Closing First Mid Common Stock Price” means the weighted average of the daily closing sales prices of a share of First Mid common stock as reported on the Nasdaq Global Select Market for the ten consecutive trading days immediately preceding the closing date. As of the effective time of the merger, all Delta stock options, whether or not vested or exercisable, will no longer be outstanding and shall automatically cease to exist, and the holder of Delta stock options will cease to have any rights with respect to such Delta stock option, except the right to receive the option consideration; provided that, if the exercise price of such Delta stock option is equal to or greater than the aggregate of clauses (a)(i) and (a)(ii) above, such Delta stock option shall be cancelled without any payment of option consideration being made. The option consideration will be paid in cash.

Material U.S. federal income tax consequences of the merger (See page 54)

Delta stockholders will recognize gain, but not loss, if they exchange their Delta shares for a combination of First Mid common stock and cash, but their taxable gain in that case will not exceed the cash they receive in the merger. The tax consequences of the merger to each Delta stockholder will depend on such Delta stockholder’s own situation. Delta stockholders should consult with their own tax advisors for a full understanding of the tax consequences of the merger to them. Each of Schiff Hardin LLP and Armstrong Teasdale LLP have delivered tax opinions, dated September 17, 2021, to the effect that the merger qualifies as a reorganization under Section 368(a) of the Internal Revenue Code. In addition, the completion of the merger is conditioned on receipt of a tax opinion from each of Schiff Hardin LLP and Armstrong Teasdale LLP, dated the closing date, to the same effect as the opinions described in the preceding sentence. The opinions will not bind the Internal Revenue Service, which could take a different view.

See “Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed discussion of the tax consequences of the merger.

Opinion of financial advisor to Delta (See page 35)

Delta retained Piper Sandler & Co. (which we refer to as “Piper Sandler”) to act as financial advisor to the Delta board of directors in connection with a potential transaction. At the July 28, 2021, meeting of the Delta board of directors, a representative of Piper Sandler rendered Piper Sandler’s oral opinion, which was subsequently confirmed by delivery of a written opinion to the Delta board of directors, dated July 28, 2021, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion, the merger consideration was fair, from a financial point of view, to the holders of Delta’s outstanding common stock.

The full text of Piper Sandler’s opinion, dated July 28, 2021, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Appendix D to this proxy statement/prospectus. Piper Sandler provided its opinion for the information and assistance of the Delta board of directors (solely in its capacity as such) in connection with and for the purposes of its consideration of the merger and the opinion only addressed the fairness, from a financial point of view, of the consideration to be received by the holders of Delta common stock pursuant to the merger to such holders.  Piper Sandler’s opinion did not address any other terms or aspect of the merger agreement or the merger contemplated thereby. Piper Sandler’s opinion does not constitute a recommendation to the Delta board of directors or any holder of Delta common stock as to how the board of directors, such stockholder or any other person should act, vote or make any election with respect to the merger agreement, the merger or any other matter.

Delta’s reasons for the merger; board recommendation to Delta’s stockholders (See page 33)

Delta’s board of directors believes that the merger agreement and the transactions contemplated therein are in the best interests of Delta and its stockholders. In particular, the board believes that First Mid’s commitment to the community and the opportunity to provide Delta’s customers with access to a larger banking network and an expanded array of services are particularly important. In addition, First Mid’s size offers greater opportunities to deal with customer expectations related to technology, address increasing regulatory requirements and effectively compete in an environment with changing marketplace demographics and untaxed credit union competition. Delta’s board of directors unanimously recommends that Delta stockholders vote “FOR” the proposal to approve the merger agreement and “FOR” adjournment of the Delta special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. See the section entitled “The Merger—Delta’s reasons for the merger and recommendation of the board of directors” beginning on page 33 of this proxy statement/prospectus.

Interests of officers and directors of Delta in the merger may be different from, or in addition to, yours (See page 50)

The interests of some of the directors and executive officers of Delta may be different from those of Delta stockholders, and the directors and officers of Delta may be participants in arrangements that are different from, or are in addition to, those of Delta stockholders. The members of the Delta board of directors knew about these additional interests and considered them among other matters, when making its decision to approve the merger agreement, and in recommending that Delta’s common stockholders vote in favor of adopting the merger agreement. See “The Merger—Interests of certain persons in the merger” on page 50.

Delta stockholders will have dissenters’ rights in connection with the merger (See page 51)

Delta stockholders may assert dissenters’ rights in connection with the merger and, upon complying with the requirements of the GBCLM, receive cash in the amount of the “fair value” of their shares of Delta common stock instead of the merger consideration. This “fair value” could be more than the merger consideration but could also be less. See “The Merger—Delta stockholder dissenters’ rights” on page 51.

A copy of the applicable sections of the GBCLM is attached as Appendix B to this proxy statement/prospectus. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights.

The merger and the performance of the combined company are subject to a number of risks (See page 18)

There are a number of risks relating to the merger and to the businesses of First Mid, Delta and the combined company following the merger. See the “Risk Factors” beginning on page 18 of this proxy statement/prospectus for a discussion of these and other risks relating to the merger. You should also consider the other information in this proxy statement/prospectus and the documents First Mid has filed with the SEC and which are incorporated by reference into this proxy statement/prospectus. See “Incorporation of Certain First Mid Documents by Reference” and “Where You Can Find More Information” beginning on page 80 and 79, respectively, of this proxy statement/prospectus.

Delta stockholder approval will be required to complete the merger and approve the other proposals set forth in the notice (See page 27)

Approval by Delta’s stockholders at Delta’s special meeting of stockholders on October 28, 2021 is required to complete the merger. The presence, in person or by proxy, of a majority of the shares of Delta common stock entitled to vote on the merger agreement is necessary to constitute a quorum at the meeting. Each share of Delta common stock outstanding on the record date entitles its holder to one vote on the merger agreement and any other proposal listed in the notice. Approval of the merger agreement and the transactions contemplated therein requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Delta common stock entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the merger proposal. Approval of the proposal to adjourn the special meeting requires the affirmative vote of a majority of the shares of Delta common stock present in person or represented by proxy and entitled to vote. Abstentions will have the same effect as a vote against the proposal to adjourn the special meeting, while shares not voted and broker non-votes will have no effect on the outcome of the proposal to adjourn the special meeting. As of the record date of September 28, 2021, Delta directors and executive officers held approximately 59% of the outstanding shares of Delta common stock entitled to vote at the special meeting. As described on page 61, pursuant to a voting agreement entered into by Delta’s directors and executive officers, beneficial owners of approximately 59% of the shares of Delta common stock, Delta’s directors and executive officers have agreed to vote in favor of the merger in accordance with the terms that agreement.

Completion of the merger is subject to regulatory approvals (See page 66)

The merger cannot proceed without obtaining all requisite regulatory approvals. First Mid and Delta have agreed to take all appropriate actions necessary to obtain the required approvals. The merger of First Mid and Delta is subject to prior approval of the Board of Governors of the Federal Reserve System (which we refer to as the “Federal Reserve”) and the Missouri Division of Finance (which we refer to as the “MO DOF”). First Mid submitted applications with the Federal Reserve and the MO DOF on September 3, 2021, seeking the necessary approvals. The merger may not be consummated until at least 15 days after receipt of Federal Reserve approval, during which time the United States Department of Justice may challenge the merger on antitrust grounds. The commencement of an antitrust action would stay the effectiveness of the Federal Reserve’s approval, unless a court specifically orders otherwise.

At a date following the completion of the merger, First Mid intends to merge Jefferson Bank with and into First Mid Bank, with First Mid Bank as the surviving bank. The bank merger will be subject to approval by the Office of the Comptroller of the Currency (which we refer to as the “OCC”). First Mid intends to file an application with the OCC seeking this approval in the near future.

While First Mid knows of no reason why the approval of any of the applications would be denied or unduly delayed, it cannot assure you that all regulatory approvals required to consummate the merger and the bank merger will be obtained or obtained in a timely manner.

Conditions to the merger (See page 66)

Closing Conditions for the Benefit of First Mid. First Mid’s obligations to close the merger are subject to fulfillment of certain conditions, including:

Closing Conditions for the Benefit of Delta. Delta’s obligations to close the merger are subject to fulfillment of certain conditions, including:

How the merger agreement may be terminated by First Mid and Delta (See page 68)

First Mid and Delta may mutually agree to terminate the merger agreement and abandon the merger at any time. Subject to conditions and circumstances described in the merger agreement, either First Mid or Delta may terminate the merger agreement as follows:

In addition, Delta may terminate the merger agreement as follows:

In addition, First Mid may terminate the merger agreement as follows:

A termination fee may be payable by Delta under some circumstances (See page 69)

Delta has agreed to pay First Mid a termination fee of $3,090,000 if the merger agreement is terminated under certain circumstances, including if First Mid terminates the merger agreement because Delta breaches its covenant not to solicit an acquisition proposal from a third party or if Delta terminates the merger agreement in order to enter into an agreement for a superior proposal.

Voting agreement (See page 61)

On July 28, 2021, the directors of Delta agreed to vote all of their shares of Delta common stock in favor of the merger agreement at the special meeting of Delta stockholders. The voting agreement covers 24,429.62 shares of Delta common stock, constituting approximately 59% of Delta’s outstanding shares of common stock as of July 28, 2021. This voting agreement terminates if the merger agreement is terminated in accordance with its terms. A copy of the form of voting agreement is attached to this proxy statement/prospectus as Appendix C.

Accounting treatment of the merger (See page 49)

For accounting and financial reporting purposes, the merger will be accounted for under the acquisition method of accounting for business combinations in accordance with accounting principles generally accepted in the United States (which we refer to as “GAAP”).

Certain differences in First Mid stockholder rights and Delta stockholder rights (See page 73)

Because they will receive First Mid common stock, Delta stockholders will become First Mid stockholders as a result of the merger. Their rights as stockholders after the merger will be governed by First Mid’s certificate of incorporation and bylaws. The rights of First Mid stockholders are different in certain respects from the rights of Delta’s stockholders. The material differences are described later in this proxy statement/prospectus.

Management of First Mid after the merger (See page 70)

The First Mid executive officers will remain the same following the merger. Delta will be merged with and into Merger Sub, the sole member of which is First Mid.

First Mid shares will be listed on Nasdaq (See page 70)

The shares of First Mid common stock to be issued pursuant to the merger will be listed on the Nasdaq Global Select Market under the symbol “FMBH.”

Risk Factors (See page 18)

You should consider all the information contained or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented. In particular, you should consider the factors described under “Risk Factors.”

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FIRST MID

The following table summarizes selected historical consolidated financial data of First Mid for the periods and as of the dates indicated. This information has been derived from First Mid’s consolidated financial statements filed with the SEC. Historical financial data as of and for the six months ended June 30, 2021 and June 30, 2020 are unaudited and include, in management’s opinion, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of First Mid. You should not assume the results of operations for past periods and for the six months ended June 30, 2021 and June 30, 2020 indicate results for any future period.

You should read this information in conjunction with First Mid’s consolidated financial statements and related notes thereto included in First Mid’s Annual Report on Form 10-K for the year ended December 31, 2020, and in First Mid’s Quarterly Report on Form 10-Q for the six months ended June 30, 2021, which are incorporated by reference into this prospectus supplement and the accompanying prospectus. See “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” beginning on pages 80 and 79, respectively, of this proxy statement/prospectus.

(1) Total common equity less goodwill and intangible assets divided by shares outstanding as of period end.

(2) Presented on a full tax equivalent basis using the federal statutory rate of 21% for all periods presented.

COMPARATIVE PER SHARE MARKET PRICE

First Mid common stock trades on the Nasdaq Global Select Market under the symbol “FMBH”. The following table presents the closing price of First Mid common stock on July 28, 2021, the last trading day prior to the public announcement of the merger agreement, and September 29, 2021, the last practicable trading day prior to the mailing of this proxy statement/prospectus. The table also sets forth the implied per share value of the merger consideration constituting First Mid common stock proposed for each share of Delta common stock as of the same two dates. This implied value was calculated by determining the value obtained by multiplying the closing sale price of First Mid common stock on the relevant date by the exchange ratio of 55.1061.

The outstanding shares of Delta common stock are privately held and are not traded on any established public trading market. The last transaction known by Delta’s management to occur prior to the date of this proxy statement/prospectus was on November 30, 2020 and the sale price was $1,950.00 per share.

At September 29, 2021, the last practicable day prior to the mailing of this proxy statement/prospectus, the 18,083,126 outstanding shares of First Mid common stock were held by approximately 920 holders of record. At September 29, 2021, the last practicable day prior to the mailing of this proxy statement/prospectus, the 41,598.3 outstanding shares of Delta common stock were held by approximately 98 holders of record.

The above tables show only historical information and may not provide meaningful information to Delta stockholders in determining whether to approve the merger agreement. Delta stockholders are urged to obtain current market quotations for shares of First Mid common stock and to review carefully the other information contained in this proxy statement/prospectus or incorporated by reference into this proxy statement/prospectus in considering whether to approve the merger agreement. The market price of First Mid common stock will fluctuate between the date of this proxy statement/prospectus and the date of completion of the merger. No assurance can be given concerning the market price of First Mid common stock before or after the effective time of the merger. Changes in the market price of First Mid common stock prior to the completion of the merger will affect the per share market value of the merger consideration constituting First Mid common stock that Delta stockholders will receive upon completion of the merger.

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “Special Note Regarding Forward-Looking Statements” beginning on page 23 you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See “References to Additional Information” in the forepart of this proxy statement/prospectus and the sections of this proxy statement/prospectus entitled “Incorporation of Certain First Mid Documents by Reference” beginning on page 80 and “Where You Can Find More Information” beginning on page 79.

Risks Related to the Merger and First Mid’s Business Upon Completion of the Merger

The Value of the Merger Consideration that Constitutes First Mid Common Stock will Fluctuate Based on the Price of First Mid Common Stock.

The merger consideration that Delta stockholders will receive as First Mid common stock is a fixed number of shares of First Mid common stock; it is not a number of shares of First Mid common stock with a particular fixed market value. The market value of shares of First Mid common stock at the effective time of the merger may vary significantly from its value on the date the merger agreement was executed or at other dates, including the date on which Delta stockholders vote on the adoption of the merger agreement. The market price of First Mid’s common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding First Mid’s operations or business prospects, including market sentiment regarding First Mid’s entry into the merger agreement. These risks may be affected by, among other things:

Stock price changes may also result from a variety of other factors, many of which are outside of the control of First Mid, including changes in the business, operations or prospects of First Mid, regulatory considerations, and general business, market, industry or economic conditions. Accordingly, at the time of the Delta special meeting, Delta stockholders will not know or be able to calculate the market value of the First Mid common stock they would receive upon the completion of the merger.

The Market Price of First Mid Common Stock after the Merger May be Affected by Factors Different from Those Affecting the Shares of Delta or First Mid Currently.

Upon completion of the merger, holders of Delta common stock will become holders of First Mid common stock. First Mid’s business differs in important respects from that of Delta and they currently operate in different markets. Accordingly, the results of operations of the combined company and the market price of First Mid common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of First Mid and Delta. For a discussion of the business and market of First Mid and of some important factors to consider in connection with its business, please see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Incorporation of Certain First Mid Documents by Reference.”

Delta Stockholders Will Have a Reduced Ownership and Voting Interest After the Merger and Will Exercise Less Influence Over Management.

Delta stockholders currently have the right to vote in the election of the Delta board of directors and on other matters requiring stockholder approval under Missouri law and Delta’s articles of incorporation and bylaws. Upon the completion of the merger, each Delta stockholder will become a stockholder of First Mid with a percentage ownership of First Mid that is smaller than such stockholder’s percentage ownership of Delta. Based on the number of issued and outstanding shares of First Mid common stock and Delta common stock on July 28, 2021, and the exchange ratio of 55.1061, and assuming no adjustment in the number of shares of First Mid common stock to be issued as merger consideration pursuant to the merger agreement, stockholders of Delta, as a group, will receive shares in the merger constituting approximately 11.2% of First Mid’s issued and outstanding common stock immediately after the merger (without giving effect to any First Mid common stock held by Delta stockholders prior to the merger). Because of this, current Delta stockholders, as a group, will have less influence on the board of directors, management and policies of First Mid (as the combined company following the merger) than they now have on the board of directors, management and policies of Delta.

First Mid May Fail to Realize the Anticipated Benefits of the Merger.

First Mid and Delta have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, First Mid’s ability to combine the businesses of First Mid and Delta in a manner that permits growth opportunities, including, among other things, enhanced revenues and revenue synergies, an expanded market reach and operating efficiencies, and does not materially disrupt the existing customer relationships of First Mid or Delta nor result in decreased revenues due to any loss of customers. If First Mid is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on the surviving company’s business, financial condition, operating results and prospects.

Certain employees may not be employed by First Mid after the merger. In addition, employees that First Mid wishes to retain may elect to terminate their employment as a result of the merger, which could delay or disrupt the integration process. It is possible that the integration process could result in the disruption of First Mid’s or Delta’s ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the ability of First Mid or Delta to maintain relationships with customers and employees or to achieve the anticipated benefits and cost savings of the merger.

Among the factors considered by the boards of directors of First Mid and Delta in connection with their respective approvals of the merger agreement were the benefits that could result from the merger. There can be no assurance that these benefits will be realized within the time periods contemplated or at all.

Regulatory Approvals May Not Be Received, May Take Longer than Expected or May Impose Conditions that Are Not Presently Anticipated or Cannot Be Met.

Before the transactions contemplated in the merger agreement can be completed, various approvals must be obtained from bank regulatory agencies and other governmental authorities. In deciding whether to grant antitrust or regulatory clearances, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay their receipt. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business. First Mid and Delta believe that the merger should not raise significant regulatory concerns and that First Mid will be able to obtain all requisite regulatory approvals in a timely manner. Despite the parties’ commitments to use their reasonable and diligent efforts to comply with conditions imposed by regulatory entities, under the terms of the merger agreement, First Mid and Delta will not be required to take actions that would reasonably be expected to materially restrict or burden First Mid following the merger. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying the completion of the merger, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, neither First Mid nor Delta can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of the merger.

The Merger Agreement May Be Terminated in Accordance with Its Terms and the Merger May Not Be Completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include, among other things: approval of the merger agreement and the transactions it contemplates by Delta stockholders, receipt of certain requisite regulatory approvals, absence of orders prohibiting completion of the merger, effectiveness of the registration statement of which this proxy statement/prospectus is a part, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the merger agreement) and the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval, or First Mid or Delta may elect to terminate the merger agreement in certain other circumstances.

Termination of the Merger Agreement could Negatively Impact First Mid.

First Mid has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, First Mid would have to recognize these expenses without realizing the expected benefits of the merger and First Mid’s businesses may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, the market price of First Mid’s common stock could decline to the extent that the market prices since the announcement of the merger reflect a market assumption that the merger will be completed.

Termination of the Merger Agreement Could Negatively Impact Delta.

If the merger is not completed for any reason, including as a result of Delta stockholders declining to approve the merger agreement, the ongoing business of Delta may be adversely impacted and, without realizing any of the anticipated benefits of completing the merger, Delta would be subject to a number of risks, including the following:

If the merger agreement is terminated and the Delta board of directors seeks another merger or business combination, Delta stockholders cannot be certain that Delta will be able to find a party willing to offer equivalent or more attractive consideration than the consideration First Mid has agreed to provide in the merger, or that such other merger or business combination will be completed. Additionally, if the merger agreement is terminated and the Delta board of directors seeks another merger or business combination, under certain circumstances Delta may be required to pay First Mid a termination fee of $3,090,000.

Delta Will Be Subject to Business Uncertainties and Contractual Restrictions While the Merger Is Pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Delta and, consequently, on First Mid. These uncertainties may impair Delta’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Delta to seek to change existing business relationships with Delta. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, First Mid’s business following the merger could be negatively impacted. In addition, the merger agreement restricts Delta from making certain transactions and taking other specified actions without the consent of First Mid until the merger occurs. These restrictions may prevent Delta from pursuing attractive business opportunities that may arise prior to the completion of the merger.

Delta Directors and Officers May Have Interests in the Merger Different From the Interests of Delta Stockholders.

The interests of some of the directors and executive officers of Delta may be different from those of Delta stockholders, and the directors and officers of Delta may be participants in arrangements that are different from, or are in addition to, those of Delta stockholders. The members of the Delta’s board of directors knew about these additional interests and considered them among other matters, when making its decision to approve the merger agreement, and in recommending that Delta’s common stockholders vote in favor of adopting the merger agreement. Such interests include, among others:

These interests are more fully described in this proxy statement-prospectus under the heading “The Merger—Interests of certain persons in the merger” on page 50.

The Merger Agreement Contains Provisions that May Discourage Other Companies from Trying to Acquire Delta for Greater Merger Consideration.

The merger agreement contains provisions that may discourage a third party from submitting a business combination proposal to Delta that might result in greater value to Delta’s stockholders than the proposed merger with First Mid or may result in a potential competing acquirer proposing to pay a lower per share price to acquire Delta than it might otherwise have proposed to pay absent such provisions. These provisions include a general prohibition on Delta from soliciting, or, subject to certain exceptions relating to the exercise of fiduciary duties by Delta’s board of directors, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. Delta also has an unqualified obligation to submit the proposal to approve the merger to a vote by its stockholders, even if Delta receives an alternative acquisition proposal that its board of directors believes is superior to the merger, unless the merger agreement has been terminated in accordance with its terms. In addition, Delta may be required to pay First Mid a termination fee of $3,090,000 upon termination of the merger agreement in certain circumstances involving acquisition proposals for competing transactions. See “Description of the Merger Agreement—Termination” beginning on page 68 and “Description of the Merger Agreement—Termination fee” beginning on page 69.

The Opinion of Delta’s Financial Advisor Will Not Reflect Changes in Circumstances After the Date Thereof.

Delta has not obtained an updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Delta or First Mid, general market and economic conditions and other factors that may be beyond the control of Delta and First Mid may significantly alter the value of Delta or First Mid or the price of Delta common stock or First Mid common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Delta does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed.

First Mid and Delta Will Incur Transaction and Integration Costs in Connection with the Merger.

Each of First Mid and Delta has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the merger. In addition, First Mid will incur integration costs following the completion of the merger as First Mid integrates the businesses of the two companies, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. See the risk factor entitled “—First Mid May Fail to Realize the Anticipated Benefits of the Merger” on page 19. First Mid and Delta may also incur additional costs to maintain employee morale and to retain key employees. First Mid and Delta will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger.

The Shares of First Mid Common Stock to be Received by Delta Common Stockholders as a Result of the Merger Will Have Different Rights from the Shares of Delta Common Stock.

Upon completion of the merger, Delta common stockholders will receive merger consideration constituting First Mid common stock and will become First Mid stockholders and their rights as stockholders will be governed by the DGCL and First Mid’s certificate of incorporation and bylaws. The rights associated with Delta common stock are different from the rights associated with First Mid common stock. Please see “Comparison of Rights of First Mid Stockholders and Delta Stockholders” beginning on page 73 for a discussion of the different rights associated with First Mid common stock.

This Proxy Statement/Prospectus Contains Limited Financial Information on which to Evaluate the Merger.

This proxy statement/prospectus contains limited historical financial information about Delta and does not contain pro forma combined financial information about First Mid and Delta after giving effect to the merger. The financial condition of the combined company following the merger will impact the price of First Mid’s common stock after the merger.

Lawsuits that May Be Filed against Delta and First Mid Could Result in an Injunction Preventing the Completion of the Merger or a Judgment Resulting in the Payment of Damages.

Plaintiffs may file lawsuits against First Mid, Delta and/or the directors and officers of either company in connection with the merger. The outcome of any such litigation is uncertain. If the cases are not resolved, these lawsuits could prevent or delay completion of the merger and result in substantial costs to First Mid, including any costs associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect First Mid’s business, financial condition, results of operations and cash flows.

Risks Relating to First Mid’s Business

You should read and consider risk factors specific to First Mid’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in First Mid’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and in other documents incorporated by reference into this proxy statement/prospectus. Please see the sections entitled “Incorporation of Certain First Mid Documents by Reference” and “Where You Can Find More Information” beginning on pages 80 and 79 of this proxy statement/prospectus, respectively, for the location of information incorporated by reference into this proxy statement/prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, and the documents to which this proxy statement/prospectus refer, contain certain forward-looking statements, such as discussions of pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules of First Mid and Delta. Such forward-looking statements are intended 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 and Delta, 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,

These risks and uncertainties should be considered in evaluations of forward-looking statements and undue reliance should not be placed on such statements. 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. 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.

NON-GAAP FINANCIAL INFORMATION

This proxy statement/prospectus contains certain financial information determined by methods other than in accordance with GAAP. These non-GAAP measures are used by First Mid's management, together with the related GAAP measures, in analysis of First Mid’s performance and in making business decisions. Management also uses these measures for peer comparisons.

The non-GAAP disclosures contained herein should not be viewed as substitutes for the results determined to be in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

INFORMATION ABOUT THE SPECIAL MEETING OF DELTA STOCKHOLDERS

Purpose

Delta stockholders are receiving this proxy statement/prospectus because on September 28, 2021, the record date for a special meeting of stockholders to be held on October 28, 2021, at the Missouri Athletic Club West Clubhouse, 1777 Des Peres Rd., St. Louis, Missouri 63131 at 3:00 p.m., local time, they owned shares of the common stock of Delta, and the board of directors of Delta is soliciting proxies for the matters to be voted on at this special meeting, as described in more detail below. Each copy of this proxy statement/prospectus was mailed to holders of Delta common stock on October 8, 2021, and is accompanied by a proxy form for use at the meeting and at any adjournment(s) of the meeting.

At the special meeting, the Delta board of directors will ask you to vote upon the following:

When you sign the enclosed proxy form or otherwise vote pursuant to the instructions set forth on the proxy form, you appoint the proxy holder as your representative at the special meeting. The proxy holder will vote your shares as you have instructed on the proxy form, thereby ensuring that your shares will be voted whether or not you attend the special meeting. Even if you plan to attend the special meeting, we ask that you instruct the proxies how to vote your shares in advance of the special meeting just in case your plans change.

If you have not already done so, please complete, date and sign the accompanying proxy form and return it promptly in the enclosed, postage paid envelope or otherwise vote pursuant to the instructions set forth on the proxy form. Instead of voting by mailing a proxy form, record stockholders can vote their shares of Delta common stock by returning the proxy form via fax to (314) 621-1267 or via email attachment to marilyn.oberkramer@jbt-stl.com. If you do not vote your shares as instructed on the proxy form, or if you do not attend and cast your vote at the special meeting, the effect will be a vote against the merger agreement and the transactions contemplated therein.

Record date, shares entitled to vote, required vote, quorum

The record date for the Delta special meeting is September 28, 2021. Delta’s stockholders of record as of the close of business on that day will receive notice of and will be entitled to vote at the special meeting. As of the record date, there were 41,598.3 shares of Delta common stock outstanding and entitled to vote at the meeting. The outstanding shares are held by approximately 98 holders of record.

The presence, in person or by proxy, of a majority of the shares of Delta common stock entitled to vote on the merger agreement is necessary to constitute a quorum at the meeting. Each share of Delta common stock outstanding on the record date entitles its holder to one vote on the matters being brought before the special meeting.

To determine the presence of a quorum at the meeting, Delta will also count as present at the meeting broker non-votes, the shares of Delta common stock present in person but not voting, and the shares of common stock for which Delta has received proxies but with respect to which the holders of such shares have abstained or signed without providing instructions. Based on the number of shares of Delta common stock outstanding as of the record date, at least 20,800 shares need to be present at the special meeting, whether in person or by proxy, to constitute a quorum.

Approval of the merger agreement and the transactions contemplated therein requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Delta common stock entitled to vote. Abstentions, shares not voted and broker non-votes will have the same effect as a vote against the proposal to approve the merger agreement. Approval of the Delta proposal to adjourn the special meeting requires the affirmative vote of a majority of the shares of Delta common stock present in person or represented by proxy and entitled to vote on the adjournment. Abstentions will have the same effect as a vote against the proposal to adjourn the special meeting, while shares not voted and broker non-votes will have no effect on the outcome of the proposal to adjourn the special meeting.

As of the record date for the meeting, Delta’s directors and executive officers beneficially owned a total of 24,492.62 shares, or approximately 59% of the outstanding shares, of Delta common stock. We anticipate that these individuals will vote their shares in favor of the merger agreement. Certain of these individuals have entered into a written agreement with First Mid that they will vote their shares in favor of the merger agreement, except as may be limited by their fiduciary obligations.

How to vote your shares

In addition to signing and returning your proxy form in the postage paid envelope provided, you can vote your shares of Delta common stock by returning the proxy form by fax to (314) 621-1267 or via email attachment to marilyn.oberkramer@jbt-stl.com. You may also deliver your proxy form in person at the special meeting.

If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the approval of the merger and the other proposals. If you are the record holder of your shares and submit your proxy without specifying a voting instruction, your shares will be voted as the Delta board of directors recommends and will be voted “FOR” approval of the merger agreement and the transactions contemplated therein, and “FOR” the adjournment of the special meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the merger agreement and the transactions contemplated therein. If you do not vote your shares as instructed on the proxy form, or if you do not attend and cast your vote at the special meeting, it will have no effect.

Revocation of proxies

You may revoke your proxy at any time before it is voted by filing with the Secretary of Delta a duly executed revocation of proxy, submitting a new proxy with a later date; or voting in person at the special meeting. Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy.

All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to: Delta Bancshares Company, Corporate Secretary, 2301 Market Street, St. Louis, Missouri 63103. If you hold your shares in the name of a broker, bank or other fiduciary and desire to revoke your proxy, you will need to contact your broker, bank or other fiduciary to revoke your proxy.

Proxy solicitation

In addition to this mailing, proxies may be solicited by directors, officers or employees of Delta in person or by telephone or electronic transmission. None of such directors, officers or employees will be directly compensated for such services. Delta will pay the costs associated with the solicitation of proxies for the special meeting.

THE DELTA PROPOSALS

Proposal 1—Approval of the Merger Agreement

At the Delta special meeting, stockholders of Delta will be asked to approve the merger agreement, pursuant to which Delta will merge with and into Merger Sub, a wholly-owned subsidiary of First Mid, and the transactions contemplated therein. Merger Sub will be the surviving entity in the merger and continue its corporate existence as a wholly-owned subsidiary of First Mid. Stockholders of Delta should read this proxy statement/prospectus carefully and in its entirety, including the appendices, for more detailed information concerning the merger agreement and the transactions contemplated therein. A copy of the merger agreement is attached to this proxy statement/prospectus as Appendix A.

For the reasons discussed in this proxy statement/prospectus, the board of directors of Delta unanimously determined that the merger agreement and the transactions contemplated therein are in the best interests of Delta and its stockholders, and unanimously adopted and approved the merger agreement.

The board of directors of Delta unanimously recommends that Delta stockholders vote “FOR” approval of the merger agreement and the transactions contemplated therein.

Proposal 2—Adjournment of the Special Meeting

If, at the Delta special meeting, the number of shares of Delta common stock cast in favor of the merger agreement is insufficient to approve the merger agreement and the transactions contemplated therein, Delta intends to move to adjourn the Delta special meeting in order to enable the board of directors of Delta to solicit additional proxies for approval of the merger agreement and the transactions contemplated therein. In this proposal, Delta is asking its stockholders to authorize the holder of any proxy solicited by the board of directors of Delta, on a discretionary basis, to vote in favor of adjourning the Delta special meeting to another time and place for the purpose of soliciting additional proxies.

The board of directors of Delta unanimously recommends a vote “FOR” the proposal to adjourn the special meeting.

THE MERGER

This section of the proxy statement/prospectus describes material aspects of the merger. While First Mid and Delta believe that the description covers the material terms of the merger and the related transactions, this summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, the attached Appendices and the other documents to which this proxy statement/prospectus refers for a more complete understanding of the merger. The merger agreement attached hereto as Appendix A, not this summary, is the legal document which governs the merger.

General

The board of directors of Delta is using this proxy statement/prospectus to solicit proxies from the holders of Delta common stock for use at the Delta special meeting of stockholders at which Delta stockholders will be asked to vote on approval of the merger agreement and thereby approve the merger. When the merger is consummated, Delta will merge with and into Merger Sub, a wholly-owned subsidiary of First Mid, and Merger Sub will be the surviving entity. The separate corporate existence of Delta will terminate as a result of the merger. The merger is anticipated to be completed in late 2021. Following the completion of the merger, Merger Sub will be merged with and into First Mid, with First Mid as the surviving entity. At a time to be determined by First Mid, First Mid will cause the merger of Jefferson Bank with and into First Mid Bank, with First Mid Bank being the surviving entity. At such time, Jefferson Bank’s banking offices will become banking offices of First Mid Bank. Until the banks are merged, First Mid will own and operate Jefferson Bank and First Mid Bank as separate bank subsidiaries. Under the merger agreement, the officers and directors of First Mid serving at the effective time of the merger will continue to serve as the officers and directors of First Mid after the merger is consummated.

If the merger is completed, each share of Delta common stock which Delta stockholders own immediately before the completion of the merger will be converted into the right to receive $352.26 per share in cash without interest and 55.1061 shares of common stock, par value $4.00 per share, of First Mid, less any applicable taxes required to be withheld and subject to certain adjustments set forth in the merger agreement. Additionally, Delta’s outstanding stock options will be fully vested upon consummation of the merger, and all outstanding Delta stock options that are unexercised prior to the closing will be cashed out pursuant to the terms of the merger agreement. Only whole shares of First Mid common stock will be issued in the merger. As a result, cash will be paid instead of any fractional shares in an amount, rounded to the nearest whole cent, determined by multiplying the Closing First Mid Common Stock Price by the fractional share of First Mid common stock to which such former holder would otherwise be entitled. Shares of Delta common stock held by Delta stockholders who elect to exercise their dissenters’ rights will not be converted into merger consideration.

Background of the merger

Delta’s board of directors and management have regularly reviewed and discussed Delta’s business strategy, performance, and opportunities in the context of the economic environment, developments in the regulation of financial institutions, and the competitive landscape. In connection with Delta’s evaluation of strategic alternatives, members of management and the board of directors have had, over the years, communications with representatives of other financial institutions and have updated the board regarding these discussions. The Delta board has always recognized that its fiduciary duty to its stockholders encompassed consideration of a business combination, merger, or sale of Delta that might strengthen Delta’s business and offer enhanced value to its stockholders and greater market liquidity.

Delta’s board of directors and management also regularly discuss and evaluate potential risks that Delta faces in executing its current strategy, including exposure to national and local economic conditions, interest rate risks, increasing regulatory burden, and the aging of Delta’s and Jefferson Bank’s directors and senior management team. The board and the senior management team evaluate the benefits and risks of strategic alternatives based upon what they believe will create stockholder value, further Delta’s strategic objectives, and better serve, satisfy, and grow Delta’s customer base.

First Mid’s board of directors and management regularly review and discuss acquisition opportunities and strategies for growth as part of its ongoing efforts to strengthen its businesses and improve its operations and performance in order to create value for its stockholders, including reviewing strategic alternatives with its investment banking and financial advisors and its legal counsel Schiff Hardin LLP. Among other things, these discussions have included dialogue about possible strategic opportunities for growth available to First Mid and potential acquisitions or business combinations involving various other financial institutions.

Over the past several years, Joseph R. Dively, Chairman and Chief Executive Officer of First Mid, and Michael J. Ross, Chairman and President of Delta and Chairman of Jefferson Bank; John L. Dulle, Executive Vice President of Delta and President and Chief Executive Officer of Jefferson Bank, have had informal, high-level discussions regarding the general nature of their respective businesses and the industry as a whole, including the opportunities and challenges faced by banks in the current environment and opportunities where the two organizations could work together. Through these discussions, Messrs. Ross, Dulle, and Dively gained insight and historical perspective on the other organization.

On November 5, 2020, Messrs. Ross, Dulle, and Dively met in person to discuss how Delta and First Mid could work together to offer enhanced value to Delta’s and First Mid’s stockholders and create greater market liquidity for both companies. In this meeting, Mr. Dively expressed First Mid’s interest in exploring a strategic transaction if Delta had an interest. Messrs. Ross, Dulle, and Dively engaged in subsequent discussions by telephone and email in November and early December, 2020 regarding the terms of proposed combination. So that First Mid could review high-level data regarding Delta and Jefferson Bank to be in a position to provide an indication as to valuation of Delta in a potential transaction, on November 12, 2020 First Mid requested to enter into a customary confidentiality and nondisclosure agreement with Delta.

On December 6, 2020, Delta and First Mid entered into a confidentiality and nondisclosure agreement allowing First Mid to commence a preliminary diligence review of Delta in connection with anticipated discussions between the parties regarding the terms of a proposed transaction. The confidentiality and nondisclosure agreement provided that First Mid and its representatives would keep confidential and not disclose any confidential information made available to them by Delta or Jefferson Bank, and provided that any questions or requests for information should be directed to Messrs. Ross and Dulle. The confidentiality and nondisclosure agreement contained a provision whereby the parties agreed not to solicit each other’s employees and customers for a period of one year. In addition, the confidentiality and nondisclosure agreement provided that the parties were under no obligation to negotiate a definitive agreement regarding a proposed transaction and Delta granted no exclusivity to First Mid. Given the non-solicitation provision, lack of exclusivity or termination fee, and the protections against disclosure of Delta’s and Jefferson Bank’s confidential information set forth in the confidentiality and nondisclosure agreement, Messrs. Ross and Dulle believed it to be prudent to cause Delta to enter into the confidentiality and nondisclosure agreement.

On December 29, 2020, First Mid provided Delta with a preliminary due diligence request list to review high-level, preliminary diligence materials. Delta uploaded the requested due diligence materials to an online data room and made the data room available to First Mid and its representatives. On February 12, 2021, Mr. Dively confirmed to Mr. Dulle that all requested preliminary due diligence materials had been uploaded to the data room.

Given the preliminary nature of the discussions between the parties, no formal meeting of the board of Delta was held in to discuss the potential transaction with First Mid between November 2020 and February 2021; provided, however, that Messrs. Ross and Dulle provided updates to various members of the board on several occasions during this timeframe.

On February 25, 2021, Messrs. Ross, Dulle, and Dively had a high-level discussion regarding valuation of Delta. Following such discussion, on March 2, 2021, Mr. Ross received a proposed preliminary, non-binding letter of intent from Mr. Dively. Pursuant to the letter of intent and subject to confirmatory diligence, First Mid offered Delta stockholders stock consideration of 55.1061 shares of First Mid’s common stock per share of Delta common stock, plus a fixed amount of cash per share of $360.30. The letter of intent also indicated that First Mid would cash out all of Delta’s outstanding stock options. Based on the closing price of First Mid stock on February 24, 2021 of $37.05, the consideration offered implied an aggregate deal value of approximately $100 million (2,282,512 shares of First Mid’s common stock, plus $15.4 million in cash). Messrs. Ross and Dulle discussed the letter of intent with Delta’s outside legal counsel, Armstrong Teasdale LLP, during which Armstrong Teasdale LLP described the fiduciary duties of management and the board of directors in light of the offer set forth in the letter of intent and how to satisfy such fiduciary duties.

Between March 2, 2021 and March 18, 2021, the members of Delta management and members of the board discussed the terms of the letter of intent, the possible transaction with First Mid, potential responses to First Mid, and the potential impact such a transaction would have on its customers and its stockholders.

Between March 5, 2021 and March 16, 2021 Messrs. Ross and Dulle engaged in discussions with Piper Sandler & Co. (“Piper Sandler”) regarding the engagement of Piper Sandler as Delta’s financial advisor and negotiated an engagement letter in connection therewith. Given Piper Sandler’s substantial experience in community bank mergers and acquisitions in the region, Messrs. Ross and Dulle deemed it appropriate to explore the engagement of Piper Sandler without meeting with other potential financial advisors. On March 16, 2021, Delta entered into an engagement letter with Piper Sandler.

On March 18, 2021, Mr. Ross, Mr. Dulle, representatives of Piper Sandler, and representatives of Armstrong Teasdale LLP met to discuss the proposed letter of intent, including a valuation analysis, review of the transaction structure, review of the Delta board’s fiduciary duties and discussion of analysis of strategic alternatives.

On March 18, 2021, Mr. Ross provided a copy of the letter of intent to all Delta directors and provided an update on the discussions with Piper Sandler and Armstrong Teasdale LLP.

On March 19, 2021, the members of the Delta board met to discuss the letter of intent. Mr. Dively attended a portion of the meeting to introduce himself to the board and make a presentation regarding First Mid and its background, business strategy, and prior acquisitions. Following Mr. Dively’s presentation, the board engaged in extensive deliberation regarding the proposal set forth in the letter of intent and the guidance of Delta’s legal and financial advisors. The board considered that the terms proposed by First Mid in the letter of intent represented a significant premium to the Company’s book value and was at a price level that the board believed would be adequate to warrant a sale of the Company. The board also considered that the letter of intent contained an exclusivity period and whether it was prudent to proceed with the execution of the letter of intent or to contact other parties as part of the process at this stage. Based on the results of management’s prior preliminary discussions with other prospective buyers in recent years that did not provide as high of a valuation of Delta’s stock nor the liquidity to stockholders that First Mid could provide as a publicly-traded company, the board determined that it was reasonable to grant First Mid a period of up to 90 days of exclusivity while the parties engaged in confidential confirmatory diligence and negotiated a definitive merger agreement. The board voted unanimously to authorize Delta’s management to execute the letter of intent and move forward with First Mid to complete confirmatory due diligence and engage in confidential discussions to negotiate a definitive merger agreement. The board based this decision on, among other things, the strength of First Mid’s proposed merger consideration, the willingness of First Mid to structure the merger consideration with a mix of cash and First Mid common stock, the liquidity for stockholders resulting from the receipt of First Mid’s publicly-traded stock as consideration, prior discussions over the past several years between management and other potential merger partners that did not provide the same level of merger consideration or liquidity, the perceived “fit” of First Mid for the customers, stockholders, and employees of Delta and Jefferson Bank, the importance of maintaining confidentiality and protecting Delta’s franchise value, and the likelihood that a definitive agreement could be quickly finalized with First Mid. The board also considered First Mid’s track record of accomplishing mergers successfully, as First Mid had recently closed its acquisition of LINCO Bancshares, Inc. in February 2021.

On March 19, 2021, Mr. Ross executed the letter of intent on behalf of Delta. The letter of intent provided for a 90-day exclusivity period in favor of First Mid during which First Mid could conduct confirmatory diligence, Delta could conduct reverse diligence on First Mid, and the parties would negotiate a merger agreement, subject to the protections against disclosure of confidential information set forth in the confidentiality and nondisclosure agreement entered into by the parties.

On March 23, 2021, Stephens provided a confirmatory diligence request list regarding Delta to Piper Sandler requesting more detailed financial, business, and loan information. Delta’s loan files were digitized so that First Mid could conduct its financial and loan due diligence remotely. On June 25, 2021, Messrs. Ross, Dulle, and Dively, together with Jefferson Bank Executive Vice President and Chief Financial Officer Bradley A. Locke and representatives First Mid’s loan review team met by telephone to discuss the results of First Mid’s review of Jefferson Bank’s loan files and to provide First Mid the opportunity to ask questions of Jefferson Bank management.

On June 16, 2021, First Mid and Schiff Hardin LLP provided Delta and Armstrong Teasdale LLP with an initial draft merger agreement for the proposed transaction, and First Mid and Delta agreed to extend the exclusivity period in favor of First Mid through the end of July 2021. Over the course of the following weeks, the parties and their respective legal advisors exchanged multiple drafts of the merger agreement and disclosure schedules thereto, the material terms of which were discussed with members of the board of directors of each of First Mid and Delta, and worked toward finalizing the terms of the transaction, including: the representations and warranties to be given by the parties; the operational covenants regarding Delta’s actions between signing of the merger agreement and the closing of a transaction; a mechanism to adjust the level of merger consideration in the event that Delta does not meet a certain level of adjusted minimum shareholder equity; the inclusion of a double-trigger termination provision and the different thresholds affecting termination; the treatment of various compensation arrangements for Delta employees and directors; and the provisions regarding a termination fee and Delta’s ability to pursue other transactions if necessary to satisfy the Delta’s board’s fiduciary duties. During this period of negotiation, the parties and their representatives continued to conduct ongoing, reciprocal, comprehensive due diligence.

In mid-June 2021, Piper Sandler provided Stephens with a reverse due diligence request list regarding First Mid. On June 25, 2021, Delta, Piper Sandler, and Armstrong Teasdale LLP were granted access to an online data room which contained due diligence documents uploaded on behalf of First Mid. In addition to reviewing these materials, representatives of Delta reviewed publicly available SEC filings and financial statements. On July 8, 2021, representatives of First Mid, Delta, Stephens, Piper Sandler, and Armstrong Teasdale LLP met by telephone to discuss Delta’s follow-up questions in connection with its diligence review of First Mid.

Based on the results of its confirmatory diligence review of Jefferson’s Bank loan portfolio and recent financial information, First Mid requested to discuss a potential reduction in the merger consideration originally proposed in the letter of intent. On July 20, 2021, representatives of First Mid and Delta discussed at length and agreed on a compromise whereby each share of Delta common stock would continue to receive 55.1061 shares of First Mid Common Stock as proposed in the letter of intent, but the cash consideration per share would be reduced to $352.26 from $360.30 as proposed in the letter of intent. Representatives of Delta consulted with Delta’s legal and financial advisors and determined that that the reduced cash consideration per share was reasonable given the financial performance of Delta and Jefferson Bank and that the revised merger consideration still reflected a substantial premium to book value that was in the best interests of stockholders.

On July 23, 2021, the Delta board of directors met with representatives of Armstrong Teasdale LLP and Piper Sandler to review the principal terms of the draft merger agreement and the final merger consideration proposal based on completion of First Mid’s confirmatory diligence. Prior to the meeting, the directors were provided a substantially final version of the merger agreement. At the meeting, representatives of Armstrong Teasdale LLP discussed the board’s fiduciary duties, provided an overview of the material terms of the merger agreement, and provided the board an opportunity to ask questions regarding the legal aspects of the merger agreement. Representatives from Piper Sandler discussed and reviewed the recent stock market performance for similarly situated banks and presented a summary of publicly available financial and pricing information for comparable merger and acquisition transactions. The Delta board of directors also reviewed First Mid’s recent financial performance, stock performance and trading volume. Representatives from Piper Sandler also discussed in detail the sale process to date and answered questions about the proposed financial terms of the transaction. The Delta board of directors discussed the transaction at length, including the pricing and exchange ratios, the necessary regulatory approval requirements, the possible termination fees that may be incurred, and certain rights provided to Delta in the event of a substantial decrease in the price of First Mid’s common stock prior to closing.

Following further discussion and questions and answers, the Delta board unanimously agreed that Armstrong Teasdale LLP should continue working with Schiff Hardin LLP to finalize the merger agreement for consideration by the board of directors at a special meeting scheduled for July 28, 2021.

Between July 23, 2021 and July 28, 2021, First Mid, Delta, and their respective legal and financial advisors continued to discuss and negotiate the final aspects of the merger agreement and its exhibits and schedules. This process included the management teams of First Mid and Delta having various discussions with their respective advisors.

On July 27, 2021, the First Mid board of directors was provided with an update on the terms of the proposed transaction and the status of the merger agreement by First Mid’s management team, Schiff Hardin LLP and First Mid’s financial advisor, Stephens Inc.  The board was also provided with and reviewed a resolution of the board to be adopted approving the terms of the proposed transaction and the merger agreement.  After a review of these materials, and an opportunity to discuss any questions or concerns the board had with respect to the proposed transaction and the merger agreement, the board determined that the merger agreement and the transactions contemplated thereby, including the issuance of shares of First Mid common stock to Delta shareholders, were advisable and in the best interests of First Mid and its stockholders, and thereafter unanimously approved the merger agreement and the transactions contemplated thereby.

On July 28, 2021, the Delta board held a special meeting to discuss the proposed transaction, proposed final version of the merger agreement and the exhibits and schedules thereto, and the proposed final version of the voting agreement, with representatives of Armstrong Teasdale LLP and Piper Sandler in attendance. Members of management were also in attendance. Armstrong Teasdale LLP reviewed in detail the final terms of the merger agreement with the Delta board, including a description of the changes since the previous draft provided to the board as discussed at the July 23, 2021 board meeting. Armstrong Teasdale LLP also provided the board with a resolution of the board to be adopted approving the terms of the proposed transaction and the merger agreement, which was reviewed in detail by the board members.  Representatives of Piper Sandler reviewed its financial analyses of the proposed transaction and rendered its oral opinion (which was subsequently delivered in writing at the conclusion of the meeting) to the effect that as of that date, and based upon and subject to the assumptions, considerations, qualifications and limitations set forth in the written opinion, the merger consideration was fair, from a financial point of view, to the stockholders of Delta common stock. Following extensive discussion, review of the merger agreement and related documents, and questions and answers, including consideration of the factors described under “Delta’s Reasons for the Merger”, the Delta board determined that the merger agreement and the transactions contemplated thereby was advisable and in the best interests of Delta and its stockholders. The Delta board of directors then unanimously approved the merger agreement and the transactions contemplated thereby. .

On July 28, 2021, after the closing of the market, First Mid and Delta executed the merger agreement and voting agreement. On July 29, 2021, before the opening of the market, First Mid and Delta issued a joint press release announcing the execution of the merger agreement.

Delta’s reasons for the merger and recommendation of the board of directors

At its meeting on July 28, 2021, the Delta board of directors unanimously determined that the merger agreement and the transactions contemplated therein, including the merger, were in the best interests of Delta and its stockholders and recommended that Delta’s stockholders vote “FOR” the merger proposal. In deciding to approve the merger agreement and the transactions contemplated therein, the Delta board of directors consulted with Delta’s executive management, its financial advisors, and its legal counsel and considered a number of factors. While all of the reasons considered were of importance, the board determined that First Mid’s commitment to the community and the opportunity to provide Delta’s customers with access to a larger banking network and an expanded array of services were particularly important were particularly important. In addition, First Mid’s size offered greater opportunities to deal with customer expectations related to technology, address increasing regulatory requirements and effectively compete in an environment with changing marketplace demographics and untaxed credit union competition.

Other material factors supporting the board’s determination include, in no certain order:

The Delta board of directors also considered a variety of potential risks and uncertainties in its deliberations concerning the merger agreement and the transactions contemplated therein, including the following, which are not presented in order of priority:

The Delta board of directors was also aware that some Delta officers and directors may have financial interests in the merger that are different from, or are in addition to, the interests of Delta stockholders and took those interests into consideration in its review of the merger. See “The Merger—Interests of certain persons in the merger” on page 50.

The above discussion of the information and factors considered by Delta’s board of directors is not intended to be exhaustive, but includes a description of material factors considered by the Delta board of directors. In view of the wide variety of factors considered by the Delta board of directors in connection with its evaluation of the merger, the Delta board of directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered. In considering the factors described above, individual directors may have given differing weights to different factors. Delta’s board of directors unanimously made its determination with respect to the merger based on the conclusion reached by its members based on the factors that each of them considered appropriate, that the merger is in the best interests of Delta’s stockholders.

After considering the foregoing and other relevant factors and risks, and their overall impact on the stockholders and other constituencies of Delta, the Delta board of directors concluded that the anticipated benefits of the merger outweighed the anticipated risks of the transaction. Accordingly, Delta’s board of directors unanimously approved the merger agreement and the merger, and the board of directors unanimously recommends that Delta stockholders vote “FOR” approval of the merger agreement and the transactions contemplated therein.

Opinion of Financial Advisor to Delta

Delta retained Piper Sandler to act as financial advisor to Delta’s board of directors in connection with Delta’s consideration of a possible business combination with First Mid. Delta selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to Delta’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the July 28, 2021 meeting at which Delta’s board of directors considered the merger and the merger agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on July 28, 2021, to the effect that, as of such date, the merger consideration was fair to the holders of Delta’s common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Appendix D to this proxy statement. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Delta common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the board of directors of Delta in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of Delta as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to the holders of Delta common stock and did not address the underlying business decision of Delta to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Delta or the effect of any other transaction in which Delta might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Delta or First Mid, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

Piper Sandler also discussed with certain members of the senior management of Delta and its representatives the business, financial condition, results of operations and prospects of Delta and held similar discussions with certain members of the senior management of First Mid and its representatives regarding the business, financial condition, results of operations and prospects of First Mid.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by Delta, First Mid or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler further relied on the assurances of the respective managements of Delta and First Mid that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in any respect to Piper Sandler’s analyses. Piper Sandler was not asked to and has not undertaken an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of Delta or First Mid, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of Delta or First Mid. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of Delta or First Mid, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to Delta or First Mid. Piper Sandler assumed, with Delta’s consent, that the respective allowances for loan losses for both Delta and First Mid were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used certain internal financial projections for Delta for the year ending December 31, 2021 with estimated annual long-term balance sheet and net income growth rates and estimated dividends per share for Delta for the years ending December 31, 2022 through December 31, 2025, as provided by the senior management of Delta. In addition, Piper Sandler used publicly available median analyst earnings per share estimates for First Mid for the six months ending December 31, 2021 and the year ending December 31, 2022, as well as estimated annual long-term balance sheet and net income growth rates for First Mid for the years ending December 31, 2023 through December 31, 2025 and estimated dividends per share for First Mid for the years ending December 31, 2021 through December 31, 2025, as provided by First Mid’s representatives. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as well as estimated net income for Delta for the years ending December 31, 2022 through December 31, 2023 with estimated annual long-term net income growth rates for Delta for the years ending December 31, 2023 through December 31, 2025, as provided by First Mid’s representatives. With respect to the foregoing information, the respective senior managements of Delta and First Mid confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available projections, estimates and judgements of those respective senior managements as to the future financial performance of Delta and First Mid, respectively, and Piper Sandler assumed that the financial results reflected in such information would be achieved. Piper Sandler expressed no opinion as to such projections, estimates or judgements, or the assumptions on which they were based. Piper Sandler also assumed that there had been no material change in First Mid’s or Delta’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that Delta and First Mid would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with Delta’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements to effect the merger, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Delta, First Mid, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with Delta’s consent, Piper Sandler relied upon the advice that Delta received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of First Mid common stock at any time or what the value of First Mid common stock would be once it is actually received by the holders of Delta common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to Delta’s board of directors, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to Delta or First Mid and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of Delta and First Mid and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the merger consideration to the holders of Delta common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Delta, First Mid, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to Delta’s board of directors at its July 28, 2021 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of Delta common stock or First Mid common stock or the prices at which Delta or First Mid common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by Delta’s board of directors in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of Delta’s board of directors with respect to the fairness of the merger consideration.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of Delta common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the merger agreement, shall be converted into and become the right to receive (i) 55.1061 shares of First Mid common stock, and (ii) $352.26 in cash. Piper Sandler calculated an aggregate implied transaction value of approximately $105.0 million and an implied purchase price per share of $2,521.24 consisting of the implied value of 41,420.3 shares of Delta common stock based on the closing price of First Mid common stock on July 26, 2021. Based upon financial information for Delta as of or for the last twelve months (“LTM”) ended June 30, 2021 and the closing price of Delta’s common stock on July 26, 2021, Piper Sandler calculated the following implied transaction metrics:

Stock Trading History.

Piper Sandler reviewed the publicly available historical reported trading price of First Mid common stock for the one-year and three-year periods ended July 26, 2021. Piper Sandler then compared the relationship between the movements in the price of First Mid common stock to movements in its peer group (as described below) as well as certain stock indices.

First Mid’s One-Year Stock Performance

First Mid’s Three-Year Stock Performance

Comparable Company Analyses.

Piper Sandler used publicly available information to compare selected financial information for Delta with a group of financial institutions selected by Piper Sandler. The Delta peer group included banks and thrifts whose securities are publicly traded on a major exchange (NYSE, NYSEAM, NASDAQ), headquartered in the Midwest region with total assets between $500 million and $1.5 billion, but excluded targets of announced merger transactions (the “Delta Peer Group”). The Delta Peer Group consisted of the following companies:

The analysis compared publicly available financial information for Delta with corresponding data for the Delta Peer Group as of or for the LTM ended March 31, 2021 (unless otherwise noted) with pricing data as of July 26, 2021. The table below sets forth the data for Delta and the median, mean, low and high data for the Delta Peer Group.

Delta Comparable Company Analysis

Note: Consolidated financial data as of or for the period ended March 31, 2021 unless otherwise noted.

Note: Consolidated financial data as of or for the period ended June 30, 2021 for Middlefield Banc Corp., Limestone Bancorp Inc., Guaranty Federal Bancshares Inc., Richmond Mutual Bancorporation Inc., United Bancshares Inc., HMN Financial Inc. unless otherwise noted.

Note: Delta Bancshares Company bank-level, regulatory financial data as of or for the period ended March 31, 2021, except for Total Assets, Loans/Deposits and TCE/TA, which reflect consolidated financial data as of or for the period ended June 30, 2021

Piper Sandler used publicly available information to perform a similar analysis for First Mid by comparing selected financial information for First Mid with a group of financial institutions selected by Piper Sandler. The First Mid peer group included banks and thrifts whose securities are publicly traded on a major exchange (NYSE, NYSEAM, NASDAQ), headquartered in the Midwest region with total assets between $5 billion and $7 billion, but excluded targets of announced merger transactions (the “First Mid Peer Group”). The First Mid Peer Group consisted of the following companies:

The analysis compared publicly available financial information for First Mid with corresponding data for the First Mid Peer Group as of or for the LTM ended March 31, 2021 (unless otherwise noted) with pricing data as of July 26, 2021. The table below sets forth the data for First Mid and the median, mean, low and high data for the First Mid Peer Group.

First Mid Comparable Company Analysis

Note: Consolidated financial data as of or for the period ended March 31, 2021 unless otherwise noted.

Note: Consolidated financial data as of or for the period ended June 30, 2021 for Midland States Bancorp Inc., Lakeland Financial Corp., QCR Holdings Inc., MidWestOne Financial Group Inc., Great Southern Bancorp Inc., Community Trust Bancorp Inc., CrossFirst Bankshares Inc., Peoples Bancorp Inc. unless otherwise noted.

Note: First Mid Bancshares consolidated financial date as of or for the period ended June 30, 2021, except for NPAs/Assets, Tier 1 Leverage Ratio, Total RBC Ratio, CRE/Total RBC Ratio, ROAA, ROAE, NIM, Efficiency Ratio, which reflect bank-level regulatory financial data as of or for the period ended March 31, 2021

Analysis of Precedent Transactions.

Piper Sandler reviewed a regional group of merger and acquisition transactions. The group consisted of regional bank and thrift transactions announced between January 1, 2020 and July 26, 2021 with targets headquartered in the Midwest or Mid-Atlantic regions with total assets between $300 million and $1.0 billion at announcement, but excluded transactions with non-disclosed deal values (the “Regional Precedent Transactions”).

The Regional Precedent Transactions group was composed of the following transactions: