UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36434 FIRST MID BANCSHARES, INC. (Exact name of Registrant as specified in its charter) Delaware 37-1103704 Title of each class Trading Symbol(s ...

Financial Performance - Approximately 65% of the Company's total revenues were derived from lending activities in the fiscal year ended December 31, 2020 [19]. - The Company's net interest margin on a tax-effected basis decreased to 3.27% in 2020 from 3.64% in 2019, primarily due to lower interest rates [26]. - Net income for 2020 was $45.3 million, down from $47.9 million in 2019, with diluted earnings per share at $2.70 compared to $2.87 in the previous year [146]. - Total assets increased to $4.73 billion in 2020 from $3.84 billion in 2019, reflecting growth in the company's financial position [146]. - Total deposits grew to $3.69 billion in 2020 from $2.92 billion in 2019, indicating strong customer retention and growth [146]. - The company's total capital to risk-weighted assets ratio improved to 18.82% in 2020 from 15.74% in 2019, demonstrating enhanced capital strength [146]. - Non-interest income rose to $59.5 million in 2020, up from $56.0 million in 2019, mainly due to increases in wealth management revenues and mortgage banking income [156]. - Non-interest expenses decreased to $111.1 million in 2020 from $112.0 million in 2019, attributed to declines in occupancy and equipment costs [157]. Loan and Credit Risk - Total commercial real estate loans increased from $630 million at December 31, 2016, to $1,174 million at December 31, 2020, with significant contributions from acquisitions [19]. - Nonperforming loans were $28.1 million (0.90% of total loans) at December 31, 2020, which compares favorably with peer financial institutions [25]. - Provision for loan losses rose significantly to $16.1 million in 2020 from $6.4 million in 2019, indicating increased risk due to economic conditions [146]. - The allowance for credit losses as a percentage of total loans increased to 1.34% in 2020 from 1.00% in 2019, reflecting a more cautious approach to potential loan defaults [146]. - The ongoing COVID-19 pandemic has adversely impacted the company's operations and financial condition, with potential credit losses particularly in the hospitality, energy, retail, and restaurant industries [126]. Employee and Operational Metrics - The annual voluntary turnover for full-time employees was 14% in 2020 [14]. - The Company employs 824 people on a full-time equivalent basis, with approximately 75% female and 5.3% minority [14]. - The number of full-time equivalent employees was 824 at December 31, 2020, a slight decrease from 827 in 2019 [202]. Regulatory and Compliance - The Company is subject to extensive regulation under federal and state laws, which can impact its growth and earnings performance [40]. - The Dodd-Frank Act established new requirements for executive compensation and corporate governance, affecting publicly-traded bank holding companies [50]. - The Company must maintain a common equity Tier 1 capital ratio of at least 7.00%, a Tier 1 risk-based ratio of at least 8.50%, and a total capital ratio of at least 10.50% [68]. - The Company has established policies for compliance with the USA PATRIOT Act and related regulations to combat money laundering [47]. - The Gramm-Leach-Bliley Act allows the Company to engage in a full range of financial activities, including banking, insurance, and securities [43]. Mergers and Acquisitions - The Company completed an acquisition of loans totaling $183 million in the St. Louis metro market on April 21, 2020 [33]. - The total consideration paid for the merger with LINCO Bancshares, Inc. was $103.5 million in cash and 1,262,246 shares of common stock [35]. - The Company anticipates merging Providence Bank with First Mid Bank in the second quarter of 2021 [36]. - The Company has completed acquisitions of banks, bank branches, and other businesses in recent years, and may continue to pursue such acquisitions [129]. Market and Economic Conditions - Economic conditions in Illinois significantly affect the company's profitability, as a large percentage of its loans are to individuals and businesses in this region [123]. - The company faces liquidity risks that could affect its ability to meet financial obligations, influenced by factors such as economic conditions and market disruptions [114]. - Changes in interest rates may negatively affect the company's earnings and ability to attract deposits, impacting the net interest margin [112]. - Any change in applicable laws or regulations may materially affect the Company's business and operations [42]. Shareholder and Stock Information - The Company's common stock was held by approximately 953 shareholders of record as of December 31, 2020 [141]. - The Company has a share repurchase program approved for approximately $76.7 million of its common stock since August 5, 1998 [143]. - The Company conducted share repurchases totaling 6,288 shares at an average price of $33.92 during December 2020 [143]. - The ability of the Company to pay dividends is dependent on receiving dividends from First Mid Bank, which is subject to regulatory restrictions [142].

Revenue and Loan Performance - The community banking line contributes approximately 83% of the Company's total revenues[15] - Approximately 63% of the Company's total revenues were derived from lending activities in the fiscal year ended December 31, 2019[19] - Total commercial real estate loans increased from $409 million at December 31, 2015, to $996 million at December 31, 2019[19] - Net interest income rose to $125.7 million in 2019, up from $111.7 million in 2018 and $93.1 million in 2017, primarily due to growth in earnings assets[151] - Net loans increased to $2.67 billion at December 31, 2019, from $2.62 billion in 2018 and $1.92 billion in 2017, driven by growth in commercial real estate and construction[148] - Total deposits decreased to $2.92 billion at December 31, 2019, from $2.99 billion in 2018, but increased from $2.27 billion in 2017[149] Financial Ratios and Capital Adequacy - The Company's net interest margin on a tax-effected basis decreased to 3.64% in 2019 from 3.79% in 2018[27] - The Company's Tier 1 capital ratio increased to 14.79% in 2019 from 12.76% in 2018, reflecting a strong capital position[156] - As of December 31, 2019, the Company had a total risk-based capital ratio of 15.74%, a Tier 1 risk-based ratio of 14.79%, a common equity Tier 1 capital ratio of 14.12%, and a leverage ratio of 11.20%, all exceeding the Federal Reserve Board's minimum requirements[71] - The Company is subject to minimum capital standards established by banking regulators, including a total capital to total risk-based capital ratio of not less than 10.50%[83] Nonperforming Loans and Credit Quality - Nonperforming loans were $27.8 million (1.03% of total loans) at December 31, 2019[26] - Year-end total nonperforming loans decreased to $27.8 million in 2019 from $29.7 million in 2018, indicating improved credit quality[155] - The allowance for loan losses as a percentage of total loans was 1.00% in 2019, compared to 0.99% in 2018[148] - Provision for loan losses decreased to $6.4 million in 2019 from $8.7 million in 2018, reflecting a decrease in nonperforming loans[188] Mergers and Acquisitions - The First Bank Merger closed on May 1, 2018, with the Company issuing an aggregate total of 1,643,900 shares of common stock and paying approximately $10.275 million[34] - The SCB Merger was completed on November 15, 2018, resulting in the issuance of 1,330,571 shares of common stock and approximately $19,046,000 paid to SCB stockholders[37] - Non-interest income increased to $56.0 million in 2019, up 58.5% from $35.4 million in 2018, driven by a 186.6% increase in insurance commissions due to the acquisition of SCB[152] Employee and Operational Expenses - The Company employs 827 people on a full-time equivalent basis as of December 31, 2019[14] - Salaries and employee benefits increased by $15.8 million or 33.7% to $62.6 million in 2019, driven by additional employees from acquisitions and merit increases[199] - Non-interest expenses rose by $22.0 million to $112.0 million in 2019, primarily due to the acquisitions of First Bank and SCB[154] Regulatory Environment - The Company is subject to extensive regulation under federal and state law, which can impact growth and earnings performance[42] - The Dodd-Frank Act requires publicly-traded bank holding companies with assets of $10 billion or more to establish a risk committee for enterprise-wide risk management practices[57] - The Company is required to maintain adequate capital levels to avoid restrictions on dividend payments and other financial activities[89] Market and Economic Risks - The company faces various risks including interest rate risk, liquidity risk, and credit risk, which could materially impact its financial condition and results of operations[109] - Changes in market interest rates may adversely affect the company's financial condition or results of operations[113] - A large percentage of the company's loans are to individuals and businesses in Illinois, making it vulnerable to economic conditions in that region[111] Shareholder and Stock Information - The Company raised approximately $34.0 million in net proceeds from an underwritten public offering of 947,368 shares at a public offering price of $38.00 per share[38] - As of December 31, 2019, the Company's common stock was held by approximately 995 shareholders and is traded on NASDAQ under the symbol "FMBH"[138] - The Company repurchased a total of 40,026 shares at an average price of $32.29 per share during 2019[141] Financial Performance - Net income for 2019 was $47.9 million, an increase from $36.6 million in 2018 and $26.7 million in 2017, with diluted earnings per share at $2.87 for 2019[148] - Total assets at December 31, 2019, were $3.84 billion, unchanged from 2018, and up from $2.84 billion in 2017[148] - Total interest income increased by $25.3 million in 2019, with loans contributing $21.1 million to this increase[181]