FIRST MID BANCSHARES, INC. 10-Q

ITEM 5. OTHER INFORMATION None of the Company's directors and officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2024 (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended). On September 25, 2020, First Mid and Eval Sub Inc., a newly formed corporation and wholly-owned subsidiary of First Mid (the “Merger Sub"), entered into an Agreement and Plan of Merger, as amended (the "Merger Agreement"), with LINCO Bancshares, Inc., a Missouri corporation ("LINCO"), and the sellers as defined therein (collectively, the "Sellers"), pursuant to which, among other things, First Mid agreed to acquire 100% of the issued and outstanding shares of LINCO pursuant to a business combination whereby the Merger Sub would merge with and into LINCO, whereupon the separate corporate existence of the Merger Sub will cease and LINCO will continue as the surviving company and a wholly-owned subsidiary of First Mid (the "Merger"). On February 22, 2021, First Mid completed its acquisition of LINCO through the merger of the Merger Sub with and into LINCO, with LINCO as the surviving corporation pursuant the Merger Agreement. In connection with the issuance of the shares of First Mid (the “Shares”) pursuant to the Merger, First Mid entered into a Registration Rights Agreement, dated as of February 22, 2021 (the "Registration Rights Agreement"), with the Seller who received the Shares as consideration for the Merger. Pursuant to the terms of the Registration Rights Agreement, First Mid filed a resale registration statement which became effective on August 8, 2021, and First Mid agreed, among other terms, to keep the resale registration statement effective for three years following effectiveness. On August 7, 2024, First Mid and the Seller who received the Shares as consideration for the Merger agreed to Amendment No. 1 to Registration Rights Agreement pursuant to which First Mid agreed to keep the resale registration statement effective for three years following the effective date of the amendment. The foregoing description of Amendment No. 1 to Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of Amendment No. 1 to Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. 65 ITEM 6. EXHIBITS The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit Index that precedes the Signature Page and the exhibits filed. Exhibit Number Exhibit Index to Quarterly Report on Form 10-Q Description and Filing or Incorporation Reference 10.1 Amendment No. 1 to Registration Rights Agreement, dated as of August 7, 2024 31.1 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover page formatted as Inline Inline XBRL and contained in Exhibits 101 66 SIGNATURES 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 thereunto duly authorized. FIRST MID BANCSHARES, INC. (Registrant) Date: August 7, 2024 /s/ Joseph R. Dively Joseph R. Dively President and Chief Executive Officer /s/ Matthew K. Smith Matthew K. Smith Chief Financial Officer 67