--- schema_version: "secwatch.filing_event.v1" accession: "0001171843-23-005335" form_type: "8-K" ticker: "FMBH" cik: "0000700565" company_name: "FIRST MID BANCSHARES, INC." filed_at: "2023-08-16T23:59:59+00:00" generated_at: "2026-06-11T08:55:19.373644+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # First Mid Bancshares completes Blackhawk Bancorp acquisition for ~3.33M shares ## Summary - Blackhawk had $1.3B assets, $1.2B deposits, $784M loans as of June 30, 2023. - Combined pro forma total assets ~$8.0B; account conversion expected in December 2023. - First Mid issued ~3.33M shares of common stock to Blackhawk shareholders; exchange ratio 1.15:1. - First Mid assumed $1.03M (due 2032) and $4.124M (due 2035) junior subordinated debentures plus $15M sub notes. - Todd J. James appointed to First Mid Board of Directors as Class I, effective August 15, 2023. ## SEC filing metadata - accession: 0001171843-23-005335 - form_type: 8-K - ticker: FMBH - cik: 0000700565 - company_name: FIRST MID BANCSHARES, INC. - filed_at: 2023-08-16T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 2.01, 2.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/700565/000117184323005335/0001171843-23-005335-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/700565/000117184323005335/f8k_081623.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001171843-23-005335 - JSON: https://secwatch.observer/filing/0001171843-23-005335.json - Plain text: https://secwatch.observer/filing/0001171843-23-005335.txt ## Key facts - Debt Financings FIRST MID BANCSHARES, INC. incurred senior notes of $7,500,000 of subordinated notes due 2031 and $7,500,000 of subordinated notes due 2036 maturing 2031 and 2036. - Instrument: senior notes - Principal: $7,500,000 of subordinated notes due 2031 and $7,500,000 of subordinated notes due 2036 - Maturity: 2031 and 2036 - Event: incurrence source text: First Mid assumed Blackhawk’s rights, duties and obligations with respect to Blackhawk’s $7,500,000 of subordinated notes due 2031 and $7,500,000 of subordinated notes due 2036. evidence_url: https://www.sec.gov/Archives/edgar/data/700565/000117184323005335/0001171843-23-005335-index.htm - Debt Financings FIRST MID BANCSHARES, INC. incurred senior notes of $4,124,000 with Wilmington Trust Company, as trustee at Fixed/Floating Rate maturing 2035. - Instrument: senior notes - Principal: $4,124,000 - Counterparty: Wilmington Trust Company, as trustee - Rate: Fixed/Floating Rate - Maturity: 2035 - Event: incurrence source text: First Mid assumed Blackhawk’s rights, duties and obligations under the Indenture between Blackhawk and the Trustee, dated as of March 17, 2005, pursuant to which Blackhawk has outstanding $4,124,000 of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2035. evidence_url: https://www.sec.gov/Archives/edgar/data/700565/000117184323005335/0001171843-23-005335-index.htm - Debt Financings FIRST MID BANCSHARES, INC. incurred senior notes of $1,031,000 with U.S. Bank Trust Company, National Association, as trustee at Floating Rate maturing 2032. - Instrument: senior notes - Principal: $1,031,000 - Counterparty: U.S. Bank Trust Company, National Association, as trustee - Rate: Floating Rate - Maturity: 2032 - Event: incurrence source text: First Mid assumed Blackhawk’s rights, duties and obligations under the Indenture between Blackhawk and the Trustee, dated as of December 19, 2002, pursuant to which Blackhawk has outstanding $1,031,000 of Floating Rate Junior Subordinated Deferrable Interest Debentures due 2032. evidence_url: https://www.sec.gov/Archives/edgar/data/700565/000117184323005335/0001171843-23-005335-index.htm - Executive change Todd J. James was appointed as Class I Director at FIRST MID BANCSHARES, INC.. - Action: appointed - Role: Class I Director source text: On August 14, 2023, with the agreement of Blackhawk, First Mid’s board of directors adopted a resolution, effective as of the closing of the Merger appointing Todd J. James, age 59, as a Class I Director of First Mid and a member of the Risk Committee of the board of directors, with a term to expire at the 2026 annual meeting of First Mid’s stockholders, or when his successor is duly elected and qualified, unless he shall earlier resign or be removed. evidence_url: https://www.sec.gov/Archives/edgar/data/700565/000117184323005335/0001171843-23-005335-index.htm - M&A Transactions FIRST MID BANCSHARES, INC. completed an acquisition involving Blackhawk Bancorp, Inc. for 1.15 shares of common stock, par value $4.00 per share, of First Mid per share of Blackhawk common stock and cash in lieu of fractional shares; total considerat (closed 2023-08-15). - Action: acquisition - Counterparty: Blackhawk Bancorp, Inc. - Consideration: 1.15 shares of common stock, par value $4.00 per share, of First Mid per share of Blackhawk common stock and cash in lieu of fractional shares; total considerat - Closing: 2023-08-15 source text: ( “First Mid”) and Eagle Sub LLC, a newly formed Wisconsin limited liability company and wholly-owned subsidiary of First Mid (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blackhawk Bancorp, Inc., a Wisconsin corporation (“Blackhawk”), pursuant to which, among other things, the First Mid agreed to acquire 100% of the issued and outstanding shares of Blackhawk pursuant to a business combination whereby Blackhawk will merge with and into Merger Sub, whereupon the separate corporate existence of Blackhawk will cease and Merger Sub will continue as the surviving company and a wholly-owned subsidiary of First Mid (the “Merger”). evidence_url: https://www.sec.gov/Archives/edgar/data/700565/000117184323005335/0001171843-23-005335-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.