First Mid Bancshares Inc. and Two Rivers Financial Group Inc. announced the execution of a definitive agreement dated Oct. 29, 2025, under which Two Rivers will merge with First Mid in a 100% stock transaction, expanding First Mid’s presence into attractive Iowa markets.
Two Rivers is the parent company of Two Rivers Bank & Trust and is headquartered in Burlington, Iowa, operating 14 branches in central and southeastern Iowa. As of Sept. 30, 2025, Two Rivers had approximately $1.1 billion in total assets, $901 million in loans, $988 million in deposits and $1.2 billion in trust and wealth management assets under management. Two Rivers traces its origins to 1904, when it was established as Burlington Bank & Trust.
Under the terms of the agreement, First Mid will acquire 100% of the outstanding shares of Two Rivers and Two Rivers shareholders will receive 1.225 shares of FMBH common stock for each share of TRVR common stock. Based on First Mid’s price per share of $36.80 at market close on October 28, 2025, the aggregate consideration to be paid by First Mid is approximately $94.1 million, subject to certain conditions and adjustments.
The transaction is estimated to be approximately 12.3% accretive to earnings per share in 2027. Estimated tangible book value per share dilution to First Mid is expected to be earned back in 2.1 years. First Mid expects to achieve cost savings of approximately 27% of Two Rivers noninterest expense. While revenue synergies are anticipated, they have not been included in the estimates. First Mid will maintain a strong capital position with a pro forma CET1 ratio of approximately 12.8%.
“We are excited to welcome Two Rivers’ employees, customers and shareholders to First Mid,” said Joseph R. Dively, Chairman and Chief Executive Officer of First Mid. “This partnership is an exciting step forward for our organization as we expand into a neighboring state, demonstrating our commitment to continued growth and geographic diversification,” concluded Mr. Dively.
“We are pleased to announce that we are entering into a merger with an organization that not only brings strong financial performance and scale, but one that also shares our deep commitment to community banking. Partnering with First Mid aligns with our core values and will position us to serve our customers even more effectively,” Frank Delaney, Chairman and Interim CEO, Two River Financial Group.
“The institution we’re joining has a proven track record of excellence and stability, and like us, they believe in building lasting relationships, supporting local communities, and taking a long-term view. Together, we will remain focused on what matters most—our people, our customers, and the communities we proudly serve,” said Shane Zimmerman, CEO and President, Two Rivers Bank & Trust.
Zimmerman has formally agreed to join First Mid as an Executive Vice President and Divisional President.
The transaction has been unanimously approved by each company’s board of directors and is expected to close in the first quarter of 2026, subject to regulatory approvals, the approval of Two Rivers’ stockholders and the satisfaction of customary closing conditions.
D.A. Davidson & Co. served as exclusive financial advisor and rendered a fairness opinion to Two Rivers. Barack Ferrazzano Kirschbaum & Nagelberg LLP and Dickinson, Bradshaw, Fowler & Hagen, P.C served as legal advisors to Two Rivers. Keefe, Bruyette & Woods, Inc. served as exclusive financial advisor to First Mid. ArentFox Schiff LLP served as legal advisor to First Mid.