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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 24, 2025
FIRST MID BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-13368 | 37-1103704 |
| (State of Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
|
1421 CHARLESTON AVENUE MATTOON, IL |
61938 |
| (Address of Principal Executive Offices) | (Zip Code) |
(217) 234-7454
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | FMBH | Nasdaq Global Market |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2025, First Mid Bancshares, Inc. (the “Company”) announced that it has appointed Matthew K. Smith as President of the Company, a position formerly held by Joseph R. Dively. Mr. Dively will maintain his role as Chief Executive Officer and Chairman of the Board of Directors (the “Board”) for the Company. The Company also announced the appointment of Jordan Read as its Chief Financial Officer in addition to his duties as Chief Risk Officer. These promotions are a key part of the Company’s leadership strategy and reflect Mr. Smith and Mr. Read’s expanding roles in the Company’s continued growth and success.
Mr. Smith, age 51, has been Executive Vice President of the Company since November 2016 and Chief Financial Officer since July 2017. He served as Director of Finance from November 2016 to July 2017. He was Treasurer and Vice President of Finance and Investor Relations with a publicly traded data and telecom company from 1997 to 2016. Mr. Smith serves on the Boards of the following Company’s subsidiaries: First Mid Insurance Group, Inc., First Mid Wealth Management Company, and First Mid Captive, Inc. as well as First Mid Investments, Inc., a subsidiary of First Mid Bank & Trust.
Mr. Read, age 36, has been Executive Vice President for the Company since January 2024 and Senior Vice President and Chief Risk Officer of the Company since August 2021. He was with Enterprise Bank & Trust from 2014 to 2021 and served as Director of Internal Audit for the last three years. Prior to that Mr. Read worked in public accounting
On June 24, 2025, the Board of the Company approved an Executive Employment Agreement entered into between the Company and Matthew K. Smith effective June 24, 2025 and will continue until December 31, 2025, under which Mr. Smith agrees to serve as President of the Company (the "Smith Agreement"). Thereafter, unless employment with the Company has been previously terminated, the Smith Agreement shall renew automatically for 1-year terms on each annual anniversary. Under the Smith Agreement, Mr. Smith will receive an annual base salary of $385,000 and will participate in the Company’s Incentive Compensation Plan, the Long-Term Incentive Plan, and the Deferred Compensation Plan. The Smith Agreement also provides Mr. Smith with severance benefits in the event of the termination of his employment under certain circumstances and contains certain confidentiality and non-competition and non-solicitation provisions. The foregoing description of the Smith Agreement is not complete and is qualified in its entirety by reference to the full text of the Smith Agreement, which is filed as Exhibit 10.1 and is incorporated by reference herein.
There are no related party transactions involving Mr. Smith that are reportable under Item 404(a) of Regulation S-K.
On June 24, 2025, the Board of the Company approved an Executive Employment Agreement entered into between the Company and Jordan Read effective June 24, 2025 and will continue until December 31, 2025, under which Mr. Read agrees to serve as Executive Vice President, Chief Financial Officer and Chief Risk Officer of the Company (the "Read Agreement"). Thereafter, unless employment with the Company has been previously terminated, the Agreement shall renew automatically for 1-year terms on each annual anniversary. Under the Read Agreement, Mr. Read will receive an annual base salary of $290,000 and will participate in the Company’s Incentive Compensation Plan, the Long-Term Incentive Plan, and the Deferred Compensation Plan. The Read Agreement also provides Mr. Read with severance benefits in the event of the termination of his employment under certain circumstances and contains certain confidentiality and non-competition and non-solicitation provisions. The foregoing description of the Read Agreement is not complete and is qualified in its entirety by reference to the full text of the Read Agreement, which is filed as Exhibit 10.2 and is incorporated by reference herein.
There are no related party transactions involving Mr. Read that are reportable under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On June 30, 2025, the Company issued a press release with respect to the above referenced leadership promotions. The full text of the press release is furnished with this Current Report on Form 8–K as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8–K, the information set forth in this Item 7.01 of this current report on Form 8–K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8–K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Index
| Exhibit No. | Description |
| 10.1 | Employment Agreement between the Company and Matthew K. Smith, effective June 24, 2025 |
| 10.2 | Employment Agreement between the Company and Jordan D. Read, effective June 24, 2025 |
| 99.1 | Press Release, dated June 30, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST MID BANCSHARES, INC. | ||
| Dated: June 30, 2025 | ||
| By: /s/ Joseph R. Dively | ||
| Joseph R. Dively | ||
| Chairman, President and Chief Executive Officer |
Exhibit 10.1
Exhibit 10.2
Exhibit 99.1
FOR IMMEDIATE RELEASE
Media Contact: Stephanie Meier
Senior Director of Marketing
815.986.7164
stephanie.meier@firstmid.com
First Mid Announces Executive Promotions and Leadership Realignment
Mattoon, IL (June 30, 2025) First Mid Bancshares, Inc. (First Mid) has announced the promotion of two executives on its leadership team, effective June 24, 2025. Matthew Smith, who currently serves as the Chief Financial Officer (CFO), has been elevated to President. Jordan Read, who currently serves as the Chief Risk Officer (CRO), will take on the additional role of CFO. These promotions are a key part of the organization’s leadership strategy and reflect their expanding roles in First Mid’s continued growth and success.
Smith will assume leadership of all First Mid lines of business, including banking, insurance, wealth management, brokerage, and ag services. He will oversee operations, drive growth, execute strategic initiatives, and support the organization’s overall success, while working closely with Joe Dively, who remains CEO and Chairman of the Board for First Mid Bancshares, Inc., ensuring a seamless and collaborative leadership structure.
“When I joined First Mid in 2011, it was as President—a title I’ve held ever since. I believe it’s the right time to elevate Matt to the role and continue strengthening our leadership team for the future,” said Dively. “He has consistently demonstrated leadership, financial expertise, and a strong commitment to our customers and communities. This transition reflects his meaningful contributions and positions our organization for continued growth and stability. I have every confidence he will lead First Mid forward with successful execution of our strategic priorities.”
Since joining First Mid in 2016 as CFO, Smith has played an instrumental role in shaping the company’s financial strategy, overseeing balance sheet management and capital strategy, communicating with analysts and investors, and guiding mergers and acquisitions. In 2021, his responsibilities expanded to include oversight of credit administration. During Smith’s tenure, First Mid has experienced significant growth, with total assets rising from $2.8 billion to $7.6 billion and revenue more than tripling—driven by strategic expansion and strong, organic growth. As President, he will build on that foundation to further First Mid’s outstanding service, diverse financial solutions, and shareholder value.
With extensive experience in both operational and financial management, Smith has a long track record working for publicly traded institutions. In addition to First Mid, he previously held several senior leadership positions at the then-Nasdaq-traded Consolidated Communications, Inc., including Treasurer and Vice President of Finance and Investor Relations, Director of Revenue, and General Manager.
Smith earned a Bachelor’s Degree in Finance and a Master’s in Business Administration from Eastern Illinois University and a Master’s in Accounting and Financial Management from the Keller Graduate School of Management at DeVry University. He completed the Graduate School of Banking program at the University of Wisconsin-Madison and earned the prestigious Certificate of Executive Leadership from the Wisconsin School of Business Professional and Executive Development. Smith is actively engaged in the community, currently serving or having previously served on the boards of several organizations including the Board for the Mattoon Sports Complex economic development project, the Illinois Bankers Association, the Illinois Chamber of Commerce, the Eastern Illinois University Business School Advisory Board, the Mattoon YMCA, and the Mattoon Salvation Army Board. In addition, he is a Certified Public Accountant (CPA).
“I am honored to become the President for First Mid, which is one of the best financial institutions in the industry,” said Smith. “We have an extremely talented executive team, and I am excited to work alongside them in this new role to lead First Mid into the future. With our strong culture, upgraded technology, and deep commitment to the communities we serve, we will continue to deliver exceptional service for our customers and community partners.”
As part of this transition, Read’s expanded position of CFO and CRO will oversee financial strategy and reporting while continuing to lead the bank’s enterprise risk management efforts. “Jordan brings deep institutional knowledge, financial acumen, and a disciplined approach to risk oversight,” said Dively. “This dual role reflects our confidence in his leadership and ensures continuity across key areas of the organization.”
Since joining First Mid in 2021, Read has served as CRO, overseeing key departments including Compliance, Loan Review, Enterprise Risk Management, and Community Development. He also plays a central role in regulatory relations and M&A due diligence.
Prior to First Mid, Read was Director of Internal Audit at Enterprise Bank & Trust, where he led the annual preparation and completion of the internal audit plan including Sarbanes-Oxley compliance. He managed key enterprise risk initiatives, including regulatory relations, preparations for crossing the $10 billion asset threshold, and assisted with M&A due diligence as the bank’s assets grew from $3.2 billion to $13.5 billion. A licensed CPA in Missouri, Read holds both Bachelor’s and Master’s degrees in Accountancy from the University of Missouri-Columbia, graduating Magna Cum Laude. His early career included advisory work at Ernst & Young LLP, serving clients in the consumer products, utility, and agriculture sectors.
About First Mid Bancshares, Inc.: First Mid Bancshares, Inc. is the parent company of First Mid Bank & Trust, N.A., First Mid Insurance Group, and First Mid Wealth Management Company. First Mid is a $7.6 billion community-focused organization that provides financial services including banking, insurance, wealth management, brokerage, and ag services through a network of locations in Illinois, Missouri, Texas, and Wisconsin, and a loan production office in Indiana. Together, our First Mid team takes great pride in providing solutions and services to our customers and communities and has done so since 1865. This year, we proudly celebrate our 160th anniversary, marking a long history of dedication and service. More information about the Company is available on our website at www.firstmid.com. Our stock is traded in The NASDAQ Stock Market LLC under the ticker symbol “FMBH”. Member FDIC | Equal Housing Lender.
Investments and Insurance Products: Not a Deposit | Not Guaranteed by the Bank or its Affiliates | Not FDIC Insured | Not Insured by Any Federal Government Agency | May Go Down in Value.