10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As of August 7, 2024, 23,905,252 common shares, $4.00 par value, were outstanding.

See accompanying notes to unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

See accompanying notes to unaudited condensed consolidated financial statements.

Note 3 -- Investment Securities

The amortized cost, gross unrealized gains and losses and estimated fair values for available-for-sale and held-to-maturity securities by major security type at June 30, 2024 and December 31, 2023 were as follows (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
June 30, 2024
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	224,831	$	—	$	(25,249	)	$	199,582
Obligations of states and political subdivisions		334,386		132		(57,452	)		277,066
Mortgage-backed securities: GSE residential		684,817		857		(114,620	)		571,054
Other securities		67,075		—		(4,127	)		62,948
Total available-for-sale	$	1,311,109	$	989	$	(201,448	)	$	1,110,650
Held-to-maturity:
Other investments	$	2,277	$	—	$	—		$	2,277
Total held-to-maturity	$	2,277	$	—	$	—		$	2,277
December 31, 2023
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	237,875	$	—	$	(26,219	)	$	211,656
Obligations of states and political subdivisions		337,835		152		(49,371	)		288,616
Mortgage-backed securities: GSE residential		714,216		1,158		(113,074	)		602,300
Other securities		73,795		—		(4,795	)		69,000
Total available-for-sale	$	1,363,721	$	1,310	$	(193,459	)	$	1,171,572
Held-to-maturity:
Other investments	$	2,286	$	—	$	—		$	2,286
Total held-to-maturity	$	2,286	$	—	$	—		$	2,286

The Company also had $4,258,000 and $4,074,000 of equity securities, at fair value, as of June 30, 2024 and December 31, 2023, respectively. The Company's held-to-maturity securities are annuities for which the risk of loss is minimal. As such, as of June 30, 2024, the Company did not record an allowance for credit losses on its held-to-maturity securities.

Realized gains and losses resulting from sales of securities were as follows during the three and six months ended June 30, 2024 and 2023 (in thousands):


	Three months ended						Six months ended
	June 30,						June 30,
	2024			2023			2024			2023
Gross gains	$	35		$	—		$	(35	)	$	6
Gross losses		(191	)		(6	)		(191	)		(58	)

The following table indicates the expected maturities of investment securities classified as available-for-sale presented at fair value, and held-to-maturity presented at amortized cost, at June 30, 2024 and the weighted average yield for each range of maturities (dollars in thousands):


	One year or less			After 1 through 5 years			After 5 through 10 years			After ten years			Total
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	176,425		$	23,157		$	—		$	—		$	199,582
Obligations of state and political subdivisions		24,140			105,238			146,166			1,522			277,066
Mortgage-backed securities: GSE residential		3,257			4,817			33,330			529,650			571,054
Other securities		38,696			23,470			782			—			62,948
Total available-for-sale investments	$	242,518		$	156,682		$	180,278		$	531,172		$	1,110,650
Weighted average yield		2.01	%		2.49	%		2.26	%		1.82	%		2.03	%
Full tax-equivalent yield		2.10	%		2.94	%		2.71	%		1.84	%		2.19	%
Held to maturity:
Other investments	$	—		$	—		$	—		$	2,277		$	2,277
Total held-to-maturity	$	—		$	—		$	—		$	2,277		$	2,277
Weighted average yield		—	%		—	%		—	%		—	%		—	%
Full tax-equivalent yield		—	%		—	%		—	%		—	%		—	%

The weighted average yields are calculated based on the amortized cost and effective yields weighted for the scheduled maturity of each security. Tax-equivalent yields have been calculated using a 21% tax rate. With the exception of obligations of the U.S. Treasury and other U.S. government agencies and corporations, there were no investment securities of any single issuer, the book value of which exceeded 10% of stockholders' equity at June 30, 2024.

Investment securities carried at approximately $728 million and $831 million at June 30, 2024 and December 31, 2023, respectively, were pledged to secure public deposits and repurchase agreements and for other purposes as permitted or required by law.

The following table presents the aging of gross unrealized losses and fair value by investment category as of June 30, 2024 and December 31, 2023 (in thousands):


	Less than 12 months					12 months or more					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
June 30, 2024
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	3,293	$	(1	)	$	196,288	$	(25,248	)	$	199,581	$	(25,249	)
Obligations of states and political subdivisions		23,541		(1,370	)		247,125		(56,082	)		270,666		(57,452	)
Mortgage-backed securities: GSE residential		5,549		(146	)		535,856		(114,474	)		541,405		(114,620	)
Other securities		—		—			57,196		(4,127	)		57,196		(4,127	)
Total	$	32,383	$	(1,517	)	$	1,036,465	$	(199,931	)	$	1,068,848	$	(201,448	)
December 31, 2023
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	1,288	$	(4	)	$	210,069	$	(26,215	)	$	211,357	$	(26,219	)
Obligations of states and political subdivisions		22,281		(333	)		241,630		(49,038	)		263,911		(49,371	)
Mortgage-backed securities: GSE residential		5,818		(67	)		566,197		(113,007	)		572,015		(113,074	)
Other securities		5,311		(439	)		57,939		(4,356	)		63,250		(4,795	)
Total	$	34,698	$	(843	)	$	1,075,835	$	(192,616	)	$	1,110,533	$	(193,459	)

U.S. Treasury Securities and Obligations of U.S. Government Corporations and Agencies. At June 30, 2024 there were thirty-two available-for-sale securities with a fair value of $196.3 million and unrealized losses of $25.2 million in a continuous unrealized loss position for twelve months or more. At December 31, 2023, there were thirty-six available-for-sale securities with a fair value of $210.1 million and unrealized losses of $26.2 million in a continuous unrealized loss position for twelve months or more. There were no held-to-maturity U.S. Treasury securities and obligations of U.S. government corporations and agencies in a continuous unrealized loss position for twelve months or more.

Obligations of states and political subdivisions. At June 30, 2024, there were zero obligations of states and political subdivisions with a fair value of $247.1 million and unrealized losses of $56.1 million in a continuous unrealized loss position for twelve months or more. At December 31, 2023 there were two hundred thirty-seven obligations of states and political subdivisions with a fair value of $241.6 million and unrealized losses of $49.0 million in a continuous unrealized loss position for twelve months or more.

Mortgage-backed Securities: GSE Residential. At June 30, 2024, there were two hundred fifty mortgage-backed securities with a fair value of $535.9 million and unrealized losses of $114.5 million in a continuous unrealized loss position for twelve months or more. At December 31, 2023, there were two hundred sixty-three mortgage-backed securities with a fair value of $566.2 million and unrealized losses of $113.0 million in a continuous unrealized loss position for twelve months or more.

Other securities. At June 30, 2024, there were forty other securities with a fair value of $57.2 million and unrealized losses of $4.1 million in a continuous unrealized loss position for twelve months or more. At December 31, 2023, there were forty-three other securities with a fair value of $57.9 million and unrealized losses of $4.4 million in a continuous unrealized loss position for twelve months or more.

Note 4 – Loans and Allowance for Credit Losses

Loans are stated at amortized cost net of an allowance for credit losses. Amortized cost is the unpaid principal net of unearned premiums and discounts, and net deferred origination fees and costs. Deferred loan origination fees are reduced by loan origination costs and are amortized to interest income over the life of the related loan using methods that approximated the effective interest rate method. Interest on substantially all loans is credited to income based on the principal amount outstanding.

A summary of loans at June 30, 2024 and December 31, 2023 follows (in thousands):


	June 30, 2024		December 31, 2023
Construction and land development	$	197,036	$	207,033
Agricultural real estate		387,741		392,265
1-4 family residential properties		514,034		549,843
Multifamily residential properties		336,558		321,537
Commercial real estate		2,433,949		2,416,294
Loans secured by real estate		3,869,318		3,886,972
Agricultural loans		213,889		196,202
Commercial and industrial loans		1,274,672		1,273,637
Consumer loans		71,623		92,142
All other loans		175,809		184,609
Total gross loans		5,605,311		5,633,562
Less: loans held for sale		7,764		4,980
		5,597,547		5,628,582
Less:
Net deferred loan fees, premiums and discounts		44,694		52,997
Allowance for credit losses		68,312		68,675
Net loans	$	5,484,541	$	5,506,910

Loans expected to be sold are classified as held for sale in the consolidated financial statements and are recorded at fair value, taking into consideration future commitments to sell the loans. These loans are primarily for 1-4 family residential properties.

Accrued interest on loans, which is excluded from the amortized cost of the balances above, totaled $32.3 million and $29.9 million at June 30, 2024 and December 31, 2023, respectively.

Most of the Company’s business activities are with customers located near the Company's branch locations in Illinois, Missouri, Texas, and Wisconsin. At June 30, 2024, the Company’s loan portfolio included $601.6 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $490.2 million was concentrated in corn and other grain farming. Total loans to borrowers whose businesses are directly related to agriculture increased $13.2 million from $588.5 million at December 31, 2023 due to seasonal timing of cash flow requirements. Loans concentrated in corn and other grain farming increased $17.8 million from $472.5 million at December 31, 2023. The Company's underwriting practices include collateralization of loans. Any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio.

In addition, the Company has $223.1 million of loans to motels and hotels. The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has $1.07 billion of loans to lessors of non-residential buildings, and $562.3 million of loans to lessors of residential buildings and dwellings.

The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the board of directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation and most borrowers are below regulatory thresholds. The Company can occasionally have outstanding balances to one borrower up to but not exceeding the regulatory threshold should underwriting guidelines warrant. Most of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.

The Company’s lending can be summarized into the following primary areas:

Commercial Real Estate Loans. Commercial real estate loans are generally comprised of loans to small business entities to purchase or expand structures in which the business operations are housed, loans to owners of real estate who lease space to non-related commercial entities, loans for construction and land development, loans to hotel operators, and loans to owners of multi-family residential structures, such as apartment buildings. Commercial real estate loans are underwritten based on historical and projected cash flows of the borrower and secondarily on the underlying real estate pledged as collateral on the debt. For the various types of commercial real estate loans, minimum criteria have been established within the Company’s loan policy regarding debt service coverage while maximum limits on loan-to-value and amortization periods have been defined. Maximum loan-to-value ratios range from 65% to 80% depending upon the type of real estate collateral, while the desired minimum debt coverage ratio is 1.20x. Amortization periods for commercial real estate loans are generally limited to twenty or twenty five years, depending on the loan-to-value. The Company’s commercial real estate portfolio is below the thresholds that would designate a concentration in commercial real estate lending, as established by the federal banking regulators.

The following table represents the gross commercial real estate loans by property type as of June 30, 2024 (in thousands):


	June 30, 2024
Commercial real estate
Owner occupied	$	788,928
Non owner occupied
Shopping centers and malls		245,046
Hotels and motels		214,471
Industrial and warehouse		205,461
Skilled nursing facility		154,034
Office		149,206
Retail		117,815
Medical office		101,690
Assisted living facility		96,883
Other property types		360,415
Total commercial real estate	$	2,433,949

Commercial and Industrial Loans. Commercial and industrial loans are primarily comprised of working capital loans used to purchase inventory and fund accounts receivable that are secured by business assets other than real estate. These loans are generally written for one year or less. Also, equipment financing is provided to businesses with these loans generally limited to 80% of the value of the collateral and amortization periods limited to seven years. Commercial loans are often accompanied by a personal guaranty of the principal owners of a business. Like commercial real estate loans, the underlying cash flow of the business is the primary consideration in the underwriting process. The financial condition of commercial borrowers is monitored at least annually with the type of financial information required determined by the size of the relationship. Measures employed by the Company for businesses with higher risk profiles include the use of government- assisted lending programs through the Small Business Administration and U.S. Department of Agriculture.

Agricultural and Agricultural Real Estate Loans. Agricultural loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment. Agricultural real estate loans are primarily comprised of loans for the purchase of farmland. Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year based on industry developed estimates of farm input costs and expected commodity yields and prices. Operating lines are typically written for one year and secured by the crop. Loan-to-value ratios on loans secured by farmland generally do not exceed 65% and have amortization periods limited to twenty-five years. Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate.

Residential Real Estate Loans. Residential real estate loans generally include loans for the purchase or refinance of residential real estate properties consisting of one-to-four units and home equity loans and lines of credit. The Company sells most of its long-term fixed rate residential real estate loans to secondary market investors. The Company also releases the servicing of these loans upon sale. Residential real estate loans are typically underwritten to conform to industry standards including criteria for maximum debt-to-income and loan-to-value ratios as well as minimum credit scores. Loans secured by first liens on residential real estate held in the portfolio typically do not exceed 80% of the value of the collateral and have amortization periods of twenty-five years or less. The Company does not originate subprime mortgage loans.

Consumer Loans. Consumer loans are primarily comprised of loans to individuals for personal and household purposes such as the purchase of an automobile or other living expenses. Minimum underwriting criteria have been established that consider credit score, debt-to-income ratio, employment history, and collateral coverage. Typically, consumer loans are set up on monthly payments with amortization periods based on the type and age of the collateral.

Other Loans. Other loans consist primarily of loans to municipalities to support community projects such as infrastructure improvements or equipment purchases. Underwriting guidelines for these loans are consistent with those established for commercial loans with the additional repayment source of the taxing authority of the municipality.

Allowance for Credit Losses

The allowance for credit losses represents the Company’s best estimate of the reserve necessary to adequately account for probable losses expected over the remaining contractual life of the assets. The provision for credit losses is the charge against current earnings that is determined by the Company as the amount needed to maintain an adequate allowance for credit losses. In determining the adequacy of the allowance for credit losses, and therefore the provision to be charged to current earnings, the Company relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by the overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by the Company in evaluating the overall adequacy of the allowance include historical net loan losses, the level and composition of nonaccrual, past due and modified loans, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates. The Company estimates the appropriate level of allowance for credit losses by evaluating large individually evaluated loans separately from non-individually evaluated loans.

Individually Evaluated Loans

The Company individually evaluates certain loans for impairment. In general, these loans have been internally identified via the Company’s loan grading system as credits requiring management’s attention due to underlying problems in the borrower’s business or collateral concerns. This evaluation considers expected future cash flows, the value of collateral and other factors that may impact the borrower’s ability to make payments when due. For loans greater than $250,000, impairment is individually measured each quarter using one of three alternatives: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price, if available; or (3) the fair value of the collateral less costs to sell for collateral dependent

loans and loans for which foreclosure is deemed to be probable. A specific allowance is assigned when expected cash flows or collateral are less than the carrying amount of the loan. The carrying value of the loan reflects reductions from prior charge-offs.

Non-Individually Evaluated Loans

Non-individually evaluated loans comprise the vast majority of the Company’s total loan portfolio and include loans in accrual status and those credits not identified as modified loans. A small portion of these loans are considered “criticized” due to the risk rating assigned reflecting elevated credit risk due to characteristics, such as a strained cash flow position, associated with the individual borrowers. Criticized loans are those assigned risk ratings of Special Mention, Substandard, or Doubtful.

To determine the allowance, the loan portfolio is segmented based on similar risk characteristics. The allowance for credit losses is estimated using a discounted cash flow (DCF) methodology. The DCF projects future cash flows over the life of the loan portfolio. Probability of default (PD) and loss given default (LGD) are key components in calculating expected losses in this model. The PD is forecasted using a regression model that determines the likelihood of default with a forward-looking forecast of unemployment rates. The LGD is the percentage of defaulted loans that is ultimately charged off. The allowance is calculated as the net present value of the expected cash flows less the amortized cost basis of the loans. Prior to 2022, the allowance for credit losses was measured on a collective (pool) basis for non-individually evaluated loans with similar risk characteristics. Historical credit loss experience provided the basis for the estimate of expected credit losses. Adjustments to expected losses are made using qualitative factors for relevant to each loan segment including merger & acquisition activity, economic conditions, changes in policies, procedures & underwriting, and concentrations. In addition, a forecast, using reasonable and supportable future conditions, is prepared that is used to estimate expected changes to existing and historical conditions in the current period.

The Company also considers specific current economic events occurring globally, in the U.S. and in its local markets. Events considered include the status of trade agreements with China, scheduled increases in minimum wage and changes to the minimum salary threshold for overtime provisions, current and projected unemployment rates, current and projected grain and oil prices and economies of local markets where customers work and operate.

Within each pool, risk elements are evaluated that have specific impacts to the borrowers within the pool. These, along with the general risks and events, and the specific lending policies and procedures by loan type described above, are analyzed to estimate the qualitative factors used to adjust the historical loss rates.

During the current period, the following assumptions and factors were considered when determining the historical loss rate and any potential adjustments by loan pool.

Construction and Land Development Loans. Historical losses in this segment remain very low. While inflationary pressures have caused some risk in this segment, most projects are associated with financially strong borrowers. The qualitative factors for this segment, on a net basis, declined by a minor amount for the quarter due to balances falling below an internal concentration threshold.

Agricultural Real Estate Loans. Historical losses in the segment remain very low. Farmland values have increased over an extended period of time and remained stable over the last year. There was no change to the qualitative factors for this segment.

Residential Real Estate Non Owner Occupied Loans. The loan segment has remained stable throughout the last several years. Both adversely classified and past dues have been consistent. There was no change to the qualitative factors for this segment.

Residential Real Estate Owner Occupied Loans. The loan segment has remained stable throughout the last several years. Both adversely classified and past dues have been consistent. There was no change to the qualitative factors for this segment.

HELOC Loans. These loans are a small segment to overall loan balances. In the period, past dues increased to a level that resulted in a significant increase to the qualitative factors for this segment.

Commercial Real Estate Owner Occupied Loans. This segment has remained stable, despite macro concerns over commercial real estate. The Company has previously increased qualitative factors for those conditions, but believes the stability in the portfolio for the period did not require the need for additional adjustments.

Commercial Real Estate Non Owner Occupied Loans. This segment includes the Company's largest balances. While qualitative factors had been increased in past periods for the economic uncertainty in the macro conditions, the Company did not believe any additional changes were warranted other than minor decrease for falling below the internal concentration thresholds for factor adjustments.

Agricultural Loans. Losses in this segment are very low. Commodity prices have been volatile but yield expectations are increasing from previous concerns from the weather. The qualitative factors of this segment were increased in prior periods and the Company

did not believe any further increase was warranted in this period.

Commercial and Industrial Loans. This segment includes the largest balance of allowance for credit losses. The qualitative factors for this segment were not changed in the periods as the allowance is viewed as appropriate for the current risk and outlook. Most of the repricing for higher rates in this loan segment has already occurred.

Consumer Loans. This segment is a small portion of the Company's loan portfolio. This segment will likely be impacted by any recession that may appear and already been impacted by the inflationary pressures. The current allowance for this segment is appropriate for the risk and, therefore, there were no changes to the qualitative factors period.

Acquired Loans. Prior to January 1, 2020 loans acquired with evidence of credit deterioration since origination and for which it was probable that all contractually required payments would not be collected were considered purchased credit impaired at the time of acquisition. Purchase credit-impaired ("PCI") loans were accounted for under ASC 310-30, Receivables--Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"), and were initially measured at fair value, which included the estimated future credit losses expected to be incurred over the life of the loan.

Accordingly, an allowance for credit losses related to these loans was not carried over and recorded at the acquisition date. The cash flows expected to be collected were estimated using current key assumptions, such as default rates, value of underlying collateral, severity and prepayment speeds.

Subsequent to January 1, 2020, loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. At the acquisition date, an estimate of expected credit losses is made for groups of PCD loans with similar risk characteristics and individual PCD loans without similar risk characteristics. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair values to establish the initial amortized cost basis of the PCD loans. As the initial allowance for credit losses is added to the purchase price, there is no credit loss expense recognized upon acquisition of a PCD loan. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors and results in a discount or premium. Discounts and premiums are recognized through interest income on a level-yield method over the life of the loans.

For acquired loans not deemed purchased credit deteriorated at acquisition, the differences between the initial fair value and the unpaid principal balance are recognized as interest income on a level-yield basis over the lives of the related loans. At the acquisition date, an initial allowance for expected credit losses is estimated and recorded as credit loss expense. The subsequent measurement of expected credit losses for all acquired loans is the same as the subsequent measurement of expected credit losses for originated loans.

The following table presents the activity in the allowance for credit losses based on portfolio segment for the three and six months ended June 30, 2024 (in thousands):


	Construction and Land Development			Agricultural Real Estate		1-4 Family Residential Properties			Commercial Real Estate		Agricultural Loans		Commercial and Industrial		Consumer Loans		Total
Three months ended June 30, 2024
Beginning balance	$	2,701		$	1,358	$	3,778		$	32,537	$	778	$	24,631	$	2,153	$	67,936
Provision for credit loss expense		(55	)		14		(264	)		376		316		624		72		1,083
Loans charged off		—			—		34			—		209		368		374		985
Recoveries collected		—			—		100			5		—		44		129		278
Ending balance	$	2,646		$	1,372	$	3,580		$	32,918	$	885	$	24,931	$	1,980	$	68,312

Six months ended June 30, 2024
Beginning balance	$	2,918		$	1,366	$	4,220		$	31,758	$	705	$	25,450	$	2,258	$	68,675
Provision for credit loss expense		(272	)		6		(688	)		994		441		15		230		726
Loans charged off		—			—		101			—		261		642		800		1,804
Recoveries collected		—			—		149			166		—		108		292		715
Ending balance	$	2,646		$	1,372	$	3,580		$	32,918	$	885	$	24,931	$	1,980	$	68,312

The following tables present the activity in the allowance for credit losses based on portfolio segment for the three and six months ended June 30, 2023 and for the year ended December 31, 2023 (in thousands):


	Construction and Land Development			Agricultural Real Estate			1-4 Family Residential Properties			Commercial Real Estate			Agricultural Loans		Commercial and Industrial		Consumer Loans			Total
Three months ended June 30, 2023
Beginning balance	$	2,426		$	1,404		$	3,420		$	27,327		$	580	$	21,142	$	1,924		$	58,223
Provision for credit loss expense		(204	)		(34	)		(235	)		385			213		414		(81	)		458
Loans charged off		14			—			16			25			276		49		200			580
Recoveries collected		—			—			78			327			7		37		169			618
Ending balance	$	2,208		$	1,370		$	3,247		$	28,014		$	524	$	21,544	$	1,812		$	58,719


Six months ended June 30, 2023
Beginning balance	$	2,250		$	1,433		$	3,742		$	28,157		$	585	$	20,808	$	2,118		$	59,093
Provision for credit loss expense		(28	)		(63	)		(541	)		(449	)		205		505		12			(359	)
Loans charged off		14			—			56			25			276		62		627			1,060
Recoveries collected		—			—			102			331			10		293		309			1,045
Ending balance	$	2,208		$	1,370		$	3,247		$	28,014		$	524	$	21,544	$	1,812		$	58,719

Twelve months ended December 31, 2023
Beginning Balance	$	2,250		$	1,433		$	3,742		$	28,157		$	585	$	20,808	$	2,118		$	59,093
Initial allowance on loans purchased with credit deterioration		308			—			124			1,066			—		2,273		20			3,791
Provision for credit loss expense		374			(67	)		225			1,755			490		2,322		1,005			6,104
Loans charged off		14			—			87			25			408		529		1,568			2,631
Recoveries collected		—			—			216			805			38		576		683			2,318
Ending balance	$	2,918		$	1,366		$	4,220		$	31,758		$	705	$	25,450	$	2,258		$	68,675

Consistent with regulatory guidance, charge-offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. The Company’s policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.

For all loan portfolio segments except 1-4 family residential properties and consumer, the Company promptly charges-off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For individually evaluated loans that are considered solely collateral dependent, a partial charge-off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

The Company charges-off 1-4 family residential and consumer loans, or portions thereof, when the Company reasonably determines the amount of the loss. The Company adheres to time frames established by applicable regulatory guidance which provides for the charge-down of 1-4 family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 180 days past due, charge-off of unsecured open-end loans when the loan is 180 days past due, and charge down to the net realizable value when other secured loans are 120 days past due. Loans at these respective delinquency thresholds for which the Company can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.

The following table presents the amortized cost basis of collateral-dependent loans by class of loans that were individually evaluated to determine expected credit losses, and the related allowance for credit losses, as of June 30, 2024 (in thousands):


	Collateral								Allowance
	Real Estate		Business Assets		Other		Total		for Credit Losses
1-4 family residential properties	$	1,157	$	—	$	—	$	1,157	$	—
Multifamily residential properties		1,018		—		—		1,018		—
Commercial real estate		8,327		—		—		8,327		354
Loans secured by real estate		10,502		—		—		10,502		354
Commercial and industrial loans		—		408		—		408		—
Total loans	$	10,502	$	408	$	—	$	10,910	$	354

Credit Quality

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, collateral support, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on a continuous basis. The Company uses the following definitions for risk ratings which are commensurate with a loan considered “criticized”:

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current sound-worthiness and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing factors, conditions and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered pass rated loans.

The following tables present the credit risk profile of the Company’s loan portfolio on amortized cost basis based on risk rating category and year of origination as of June 30, 2024 (in thousands):


	Term Loans by Origination Year												Revolving
Risk rating	2024		2023		2022		2021		2020		Prior		Loans		Total
June 30, 2024
Construction and land development loans
Pass	$	25,088	$	97,041	$	28,796	$	16,349	$	5,124	$	22,568	$	—	$	194,966
Special mention		—		—		—		—		—		401		—		401
Substandard		—		—		6		—		—		16		—		22
Total	$	25,088	$	97,041	$	28,802	$	16,349	$	5,124	$	22,985	$	—	$	195,389
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural real estate loans
Pass	$	13,389	$	18,478	$	161,004	$	55,184	$	51,641	$	82,032	$	—	$	381,728
Special mention		1,170		199		—		628		—		1,864		—		3,861
Substandard		—		—		—		364		—		1,062		—		1,426
Total	$	14,559	$	18,677	$	161,004	$	56,176	$	51,641	$	84,958	$	—	$	387,015
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
1-4 family residential property loans
Pass	$	25,329	$	41,018	$	78,284	$	82,716	$	68,116	$	126,627	$	72,811	$	494,901
Special mention		—		—		212		77		—		580		—		869
Substandard		144		124		743		493		837		8,313		1,093		11,747
Total	$	25,473	$	41,142	$	79,239	$	83,286	$	68,953	$	135,520	$	73,904	$	507,517
Current period gross writeoffs	$	—	$	36	$	10	$	—	$	—	$	55	$	—	$	101
Commercial real estate loans
Pass	$	81,149	$	204,555	$	723,001	$	561,064	$	314,856	$	832,804	$	—	$	2,717,429
Special mention		365		—		2,657		1,313		295		6,887		—		11,517
Substandard		—		—		3,793		434		—		8,228		—		12,455
Total	$	81,514	$	204,555	$	729,451	$	562,811	$	315,151	$	847,919	$	—	$	2,741,401
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Agricultural loans
Pass	$	80,406	$	83,720	$	27,310	$	16,109	$	3,202	$	2,387	$	—	$	213,134
Special mention		415		11		—		—		—		371		—		797
Substandard		—		—		50		—		—		16		—		66
Total	$	80,821	$	83,731	$	27,360	$	16,109	$	3,202	$	2,774	$	—	$	213,997
Current period gross writeoffs	$	—	$	64	$	100	$	52	$	—	$	45	$	—	$	261
Commercial and industrial loans
Pass	$	124,458	$	268,023	$	284,063	$	221,470	$	142,785	$	389,153	$	—	$	1,429,952
Special mention		221		1,023		1,190		6,365		1,426		3,077		—		13,302
Substandard		—		109		201		210		30		653		—		1,203
Total	$	124,679	$	269,155	$	285,454	$	228,045	$	144,241	$	392,883	$	—	$	1,444,457
Current period gross writeoffs	$	—	$	47	$	206	$	378	$	10	$	1	$	—	$	642
Consumer loans
Pass	$	3,310	$	6,963	$	31,916	$	15,509	$	6,876	$	5,572	$	—	$	70,146
Special mention		—		—		20		—		—		—		—		20
Substandard		—		54		255		196		126		44		—		675
Total	$	3,310	$	7,017	$	32,191	$	15,705	$	7,002	$	5,616	$	—	$	70,841
Current period gross writeoffs	$	—	$	18	$	97	$	113	$	20	$	552	$	—	$	800
Total loans
Pass	$	353,129	$	719,798	$	1,334,374	$	968,401	$	592,600	$	1,461,143	$	72,811	$	5,502,256
Special mention		2,171		1,233		4,079		8,383		1,721		13,180		—		30,767
Substandard		144		287		5,048		1,697		993		18,332		1,093		27,594
Total	$	355,444	$	721,318	$	1,343,501	$	978,481	$	595,314	$	1,492,655	$	73,904	$	5,560,617
Current period gross writeoffs	$	—	$	165	$	413	$	543	$	30	$	653	$	—	$	1,804

The following tables present the credit risk profile of the Company’s loan portfolio based on risk rating category as of December 31, 2023 (in thousands):


	Term Loans by Origination Year												Revolving
Risk rating	2023		2022		2021		2020		2019		Prior		Loans		Total
December 31, 2023
Construction and land development loans
Pass	$	68,086	$	74,065	$	27,392	$	5,188	$	10,795	$	19,115	$	—	$	204,641
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		436		—		436
Total	$	68,086	$	74,065	$	27,392	$	5,188	$	10,795	$	19,551	$	—	$	205,077
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	14	$	—	$	—	$	14
Agricultural real estate loans
Pass	$	19,231	$	164,812	$	57,815	$	53,249	$	19,419	$	71,189	$	—	$	385,715
Special mention		206		—		627		—		1,170		1,868		—		3,871
Substandard		—		—		371		—		—		1,175		—		1,546
Total	$	19,437	$	164,812	$	58,813	$	53,249	$	20,589	$	74,232	$	—	$	391,132
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
1-4 family residential property loans
Pass	$	66,119	$	96,995	$	79,085	$	73,073	$	26,854	$	105,257	$	75,700	$	523,083
Special mention		—		967		3,184		—		—		3,804		10		7,965
Substandard		152		759		460		396		288		8,865		501		11,421
Total	$	66,271	$	98,721	$	82,729	$	73,469	$	27,142	$	117,926	$	76,211	$	542,469
Current period gross writeoffs	$	10	$	—	$	—	$	—	$	14	$	63	$	—	$	87
Commercial real estate loans
Pass	$	185,628	$	680,099	$	548,733	$	317,075	$	239,323	$	701,464	$	—	$	2,672,322
Special mention		3,666		2,706		1,317		2,159		1,563		7,778		—		19,189
Substandard		—		3,899		520		20		775		7,108		—		12,322
Total	$	189,294	$	686,704	$	550,570	$	319,254	$	241,661	$	716,350	$	—	$	2,703,833
Current period gross writeoffs	$	—	$	—	$	—	$	—	$	25	$	—	$	—	$	25
Agricultural loans
Pass	$	147,993	$	27,895	$	10,044	$	2,549	$	1,883	$	5,854	$	—	$	196,218
Special mention		6		10		—		—		38		—		—		54
Substandard		—		—		—		—		—		—		—		—
Total	$	147,999	$	27,905	$	10,044	$	2,549	$	1,921	$	5,854	$	—	$	196,272
Current period gross writeoffs	$	—	$	276	$	—	$	—	$	—	$	132	$	—	$	408
Commercial and industrial loans
Pass	$	290,304	$	306,794	$	232,198	$	154,499	$	73,906	$	347,957	$	—	$	1,405,658
Special mention		1,047		1,857		9,982		562		597		28,900		—		42,945
Substandard		—		537		791		58		29		750		—		2,165
Total	$	291,351	$	309,188	$	242,971	$	155,119	$	74,532	$	377,607	$	—	$	1,450,768
Current period gross writeoffs	$	—	$	353	$	—	$	49	$	20	$	107	$	—	$	529
Consumer loans
Pass	$	9,547	$	40,225	$	21,264	$	10,387	$	4,475	$	4,035	$	—	$	89,933
Special mention		—		26		—		—		—		—		—		26
Substandard		86		405		325		139		59		41		—		1,055
Total	$	9,633	$	40,656	$	21,589	$	10,526	$	4,534	$	4,076	$	—	$	91,014
Current period gross writeoffs	$	22	$	177	$	89	$	10	$	7	$	1,075	$	—	$	1,380
Total loans
Pass	$	786,908	$	1,390,885	$	976,531	$	616,020	$	376,655	$	1,254,871	$	75,700	$	5,477,570
Special mention		4,925		5,566		15,110		2,721		3,368		42,350		10		74,050
Substandard		238		5,600		2,467		613		1,151		18,375		501		28,945
Total	$	792,071	$	1,402,051	$	994,108	$	619,354	$	381,174	$	1,315,596	$	76,211	$	5,580,565
Current period gross writeoffs	$	10	$	761	$	208	$	51	$	93	$	1,508	$	—	$	2,631

The following table presents the Company’s loan portfolio aging analysis at June 30, 2024 and December 31, 2023 (in thousands):


	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans Receivable		Total Loans > 90 Days and Accruing
June 30, 2024
Construction and land development	$	625	$	—	$	456	$	1,081	$	194,308	$	195,389	$	—
Agricultural real estate		100		—		1		101		386,914		387,015		—
1-4 family residential properties		5,357		1,618		1,330		8,305		499,212		507,517		—
Multifamily residential properties		—		44		551		595		333,851		334,446		—
Commercial real estate		686		405		8,432		9,523		2,397,432		2,406,955		—
Loans secured by real estate		6,768		2,067		10,770		19,605		3,811,717		3,831,322		—
Agricultural loans		1,240		—		—		1,240		212,757		213,997		—
Commercial and industrial loans		946		79		1,154		2,179		1,266,467		1,268,646		—
Consumer loans		376		41		137		554		70,287		70,841		—
All other loans		—		—		—		—		175,811		175,811		—
Total loans	$	9,330	$	2,187	$	12,061	$	23,578	$	5,537,039	$	5,560,617	$	—
December 31, 2023
Construction and land development	$	—	$	585	$	450	$	1,035	$	204,042	$	205,077	$	—
Agricultural real estate		—		—		1		1		391,131		391,132		—
1-4 family residential properties		3,054		530		1,018		4,602		537,867		542,469		—
Multifamily residential properties		150		—		551		701		318,428		319,129		—
Commercial real estate		819		74		3,765		4,658		2,380,046		2,384,704		—
Loans secured by real estate		4,023		1,189		5,785		10,997		3,831,514		3,842,511		—
Agricultural loans		—		—		—		—		196,272		196,272		—
Commercial and industrial loans		673		73		1,531		2,277		1,263,882		1,266,159		—
Consumer loans		983		162		330		1,475		89,539		91,014		—
All other loans		—		—		—		—		184,609		184,609		—
Total loans	$	5,679	$	1,424	$	7,646	$	14,749	$	5,565,816	$	5,580,565	$	—

Individually Evaluated Loans

Within all loan portfolio segments, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Impaired loans, excluding certain modified, are placed on nonaccrual status. Impaired loans include nonaccrual loans and loans modified in restructuring where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status until, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. If the restructured loan is on accrual status prior to being modified, the loan is reviewed to determine if the modified loan should remain on accrual status.

The Company’s policy is to discontinue the accrual of interest income on all loans for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Interest on loans determined to be modified is recognized on an accrual basis in accordance with the restructured terms if the loan is in compliance with the modified terms. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. The Company requires a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

The amount of interest income recognized by the Company within the periods stated above was due to loans modified in restructuring that remain on accrual status.

Non-Accrual Loans

The following table presents the amortized cost basis of loans on nonaccrual status and of nonaccrual loans individually evaluated for which no allowance was recorded as of June 30, 2024 and December 31, 2023 (in thousands). There were no loans past due over eighty-nine days that were still accruing.


	June 30, 2024				December 31, 2023
	Nonaccrual with no Allowance for		Total		Nonaccrual with no Allowance for		Total
	Credit Loss		Nonaccrual		Credit Loss		Nonaccrual
Construction and land development	$	6	$	6	$	—	$	—
Agricultural real estate		1,125		1,125		1,146		1,146
1-4 family residential properties		4,272		4,896		4,679		4,940
Commercial real estate		9,096		10,421		10,237		10,237
Loans secured by real estate		14,499		16,448		16,062		16,323
Commercial and industrial loans		1,015		1,015		1,931		1,931
Consumer loans		391		391		578		578
Total loans	$	15,905	$	17,854	$	18,571	$	18,832

Interest income that would have been recorded under the original terms of such nonaccrual loans totaled $487,000 and $122,000 for the six months ended June 30, 2024 and 2023, respectively.

Loan Modification Disclosures Pursuant to ASU 2022-02

The following table shows the amortized cost of loans at June 30, 2024 and 2023 that were both experiencing financial difficulty and modified segregated by portfolio segment and type of modification. The percentage of the amortized cost of loans that were modified to borrowers in financial distress as compared to outstanding loans is also presented below.


									Total
			Payment		Term		Interest		Class of
	Principal		Delay		Extension		Rate		Financing
	Forgiveness		Investment		Modifications		Reduction		Receivable

June 30, 2024
Agricultural real estate	$	—	$	317	$	—	$	—		0.01	%
1-4 family residential properties		—		49		778		—		0.01	%
Commercial real estate		—		694		216		502		0.03	%
Loans secured by real estate		—		1,060		994		502		0.05	%
Commercial and industrial loans		—		168		126		—		0.01	%
Consumer loans		—		5		12		—		—	%
Total	$	—	$	1,233	$	1,132	$	502		0.05	%
June 30, 2023
Agricultural real estate	$	—	$	337	$	—	$	—		0.01	%
1-4 family residential properties		—		60		868		—		0.02	%
Commercial real estate		—		797		117		—		0.02	%
Loans secured by real estate		—		1,194		985		—		0.05	%
Commercial and industrial loans		—		233		286		—		0.01	%
Consumer loans		—		8		43		—		—	%
Total	$	—	$	1,435	$	1,314	$	—		0.06	%

The Company closely monitors the performance of loans that have been modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table shows the performance of such loans that have been modified in the last twelve months ended June 30, 2024 and 2023.


	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due
June 30, 2024
1-4 family residential properties	$	25	$	—	$	—	$	25
Commercial real estate		116		—		—		116
Loans secured by real estate		141		—		—		141
Commercial and industrial loans		131		—		—		131
Consumer loans		—		12		—		12
Total loans	$	272	$	12	$	—	$	284
June 30, 2023
Consumer loans	$	—	$	17	$	—	$	17
Total loans	$	—	$	17	$	—	$	17

The following table shows the financial effect of loan modifications during the current quarter to borrowers experiencing financial difficulty for the three and six months ended June 30, 2024 and 2023.


	Weighted Average			Weighted Average
	Interest Rate			Term Extension
	Reduction			(in months)
June 30, 2024
Commercial and industrial loans		—	%		7.00
Consumer loans		—	%		—
		—	%		7.00
June 30, 2023
Commercial and industrial loans		4.75	%		5.13
Consumer loans		—	%		3.00
		4.75	%		4.93

A loan is considered to be in payment default once it is 90 days past due under the modified terms. There were no loans modified during the prior twelve months that experienced defaults for six months ended June 30, 2024 or for the three and six months ended June 30, 2023.

Purchased Credit Deteriorated (PCD) Loans

The Company has acquired loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The carrying amount of those loans at acquisition date is as follows (in thousands):


	2023
	Blackhawk Acquisition
Purchase price of purchase credit deteriorated loans at acquisition	$	115,250
Allowance for credit losses at acquisition		(3,791	)
Non-credit discount/(premium) at acquisition		(5,476	)
Fair value of purchased credit deteriorated loans at acquisition	$	105,983

Note 7 -- Fair Value of Assets and Liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1 Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Available-for-Sale Securities. The fair value of available-for-sale securities is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independent sources of market parameters, including but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Fair value determinations for Level 3 measurements of securities are the responsibility of the Treasury function of the Company. The Company contracts with a pricing specialist to generate fair value estimates on a monthly basis. The Treasury function of the Company challenges the reasonableness of the assumptions used and reviews the methodology to ensure the estimated fair value complies with accounting standards generally accepted in the United States, analyzes the changes in fair value and compares these changes to internally developed expectations and monitors these changes for appropriateness.

Loans Held for Sale. The fair value of loans held for sale is based on independent asset pricing services which use observable market data as of the measurement date and are therefore classified in Level 2 of the valuation hierarchy.

Derivatives. The fair value of derivatives is based on models using observable market data as of the measurement date and are therefore classified in Level 2 of the valuation hierarchy.

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall as of June 30, 2024 and December 31, 2023 (in thousands):


	Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2024
Available-for-sale securities:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	199,582	$	—	$	199,582	$	—
Obligations of states and political subdivisions		277,066		—		277,066		—
Mortgage-backed securities		571,054		—		571,054		—
Other securities		62,948		—		56,982		5,966
Total available-for-sale securities		1,110,650		—		1,104,684		5,966
Equity securities		4,258		4,258		—		—
Loans held for sale		7,764		—		7,764		—
Derivative assets: interest rate swaps		3,454		—		3,454		—
Total assets	$	1,126,126	$	4,258	$	1,115,902	$	5,966

Derivative liabilities: interest rate swaps	$	2,331	$	—	$	2,331	$	—
December 31, 2023
Available-for-sale securities:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	211,656	$	—	$	211,656	$	—
Obligations of states and political subdivisions		288,616		—		288,616		—
Mortgage-backed securities		602,300		—		602,300		—
Other securities		69,000		—		62,837		6,163
Total available-for-sale securities		1,171,572		—		1,165,409		6,163
Equity securities		4,074		4,074		—		—
Loans held for sale		4,980		—		4,980		—
Derivative assets: interest rate swaps		3,166		—		3,166		—
Total assets	$	1,183,792	$	4,074	$	1,173,555	$	6,163

Derivative liabilities: interest swaps	$	2,217	$	—	$	2,217	$	—

The change in fair value of assets measured on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2024 and 2023 is summarized as follows (in thousands):


	Three months ended June 30, 2024								Six months ended June 30, 2024
	Obligation of State and Political Subdivisions		Other			Total			Obligation of State and Political Subdivisions		Other			Total
Beginning balance	$	—	$	5,965		$	5,965		$	—	$	6,163		$	6,163
Transfers into Level 3		—		1			1			—		2			2
Maturities		—		—			—			—		(199	)		(199	)
Ending balance	$	—	$	5,966		$	5,966		$	—	$	5,966		$	5,966

	Three months ended June 30, 2023								Six months ended June 30, 2023
	Obligation of State and Political Subdivisions		Other			Total			Obligation of State and Political Subdivisions		Other			Total
Beginning balance	$	—	$	10,010		$	10,010		$	—	$	10,000		$	10,000
Transfers into Level 3		—		—			—			—		10			10
Transfers out of Level 3		—		(4,250	)		(4,250	)		—		(4,250	)		(4,250	)
Ending balance	$	—	$	5,760		$	5,760		$	—	$	5,760		$	5,760

Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Collateral Dependent Loans. Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for determining the amount of impairment and estimating fair value include using the fair value of the collateral for collateral dependent loans.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value, which includes selling costs. Individually evaluated loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

Management establishes a specific allowance for individually evaluated loans that have an estimated fair value that is below the carrying value. The total carrying amount of loans for which a change in specific allowance has occurred as of June 30, 2024 was $899,000 and a fair value of $597,000 resulting in specific loss exposures of $302,000.

When there is little prospect of collecting principal or interest, loans, or portions of loans, may be charged-off to the allowance for credit losses. Losses are recognized in the period an obligation becomes uncollectible. The recognition of a loss does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan even though partial recovery may be affected in the future.

Foreclosed Assets Held For Sale. Other real estate owned acquired through loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for credit losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned, or foreclosed asset could differ from the original estimate. If it is determined that fair value declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense. Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense. The total carrying amount of other real estate owned as of June 30, 2024 was $1.5 million. Other real estate owned included in the total carrying amount and measured at fair value on a nonrecurring basis during the period amounted to $0.

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2024 and December 31, 2023 (in thousands):


	Fair Value Measurements Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
June 30, 2024
Collateral dependent loans	$	597	$	—	$	—	$	597
Foreclosed assets held for sale		—		—		—		—
December 31, 2023
Collateral dependent loans	$	1,028	$	—	$	—	$	1,028
Foreclosed assets held for sale		24		—		—		24

Sensitivity of Significant Unobservable Inputs

The following table presents quantitative information about unobservable inputs used in Level 3 fair value measurements other than goodwill at June 30, 2024 and December 31, 2023.


June 30, 2024	Fair Value	Valuation Technique	Unobservable Inputs	Range	Weighted Average
Collateral dependent loans	$597	Third party valuations	Discount to reflect realizable value less estimated selling costs	0% - 40%	20%
Foreclosed assets held for sale	—	Third party valuations	Discount to reflect realizable value less estimated selling costs	0% - 40%	—%

        December 31, 2023

        Fair Value

        Valuation
Technique

        Unobservable Inputs

        Range

        Weighted Average

Collateral dependent loans

1,028

Third party
valuations

Discount to reflect realizable value

0% - 40%

20%

Foreclosed assets held for sale

24

Third party
valuations

Discount to reflect realizable value less estimated selling costs

0% - 40%

35%

The following tables present estimated fair values of the Company’s financial instruments at June 30, 2024 and December 31, 2023 in accordance with ASC 825 (in thousands):


	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
June 30, 2024
Financial assets
Cash and due from banks	$	235,454	$	235,454	$	235,454	$	—	$	—
Federal funds sold		26		26		26		—		—
Certificates of deposit investments		3,745		3,745		—		3,745		—
Available-for-sale securities		1,110,650		1,110,650		—		1,104,684		5,966
Held-to-maturity securities		2,277		2,277		2,277		—		—
Equity securities		4,258		4,258		4,258		—		—
Loans held for sale		7,764		7,764		—		7,764		—
Loans net of allowance for credit losses		5,484,541		5,143,497		—		—		5,143,497
Interest receivable		37,326		37,326		—		37,326		—
Federal Reserve Bank stock		19,855		19,855		—		19,855		—
Federal Home Loan Bank stock		9,555		9,555		—		9,555		—
Financial liabilities
Deposits	$	6,115,779	$	6,039,637	$	—	$	5,104,409	$	935,228
Securities sold under agreements to repurchase		205,955		205,955		—		205,955		—
Interest payable		5,415		5,415		—		5,415		—
Federal Home Loan Bank borrowings		263,735		260,047		—		260,047		—
Subordinated debt, net		103,029		102,543		—		102,543		—
Junior subordinated debentures, net		24,169		21,295		—		21,295		—

December 31, 2023
Financial assets
Cash and due from banks	$	134,082	$	134,082	$	134,082	$	—	$	—
Federal funds sold		8,982		8,982		8,982		—		—
Certificates of deposit investments		1,470		1,470		—		1,470		—
Available-for-sale securities		1,171,572		1,171,572		—		1,165,409		6,163
Held-to-maturity securities		2,286		2,286		2,286		—		—
Equity securities		4,074		4,074		4,074		—		—
Loans held for sale		4,980		4,980		—		4,980		—
Loans net of allowance for credit losses		5,506,910		5,235,525		—		—		5,235,525
Interest receivable		35,082		35,082		—		35,082		—
Federal Reserve Bank stock		19,855		19,855		—		19,855		—
Federal Home Loan Bank stock		9,758		9,758		—		9,758		—
Financial liabilities
Deposits	$	6,123,659	$	6,042,277	$	—	$	5,076,066	$	966,211
Securities sold under agreements to repurchase		213,721		213,714		—		213,714		—
Interest payable		5,437		5,437		—		5,437		—
Federal Home Loan Bank borrowings		263,787		261,206		—		261,206		—
Subordinated debentures		106,755		102,018		—		102,018		—
Junior subordinated debentures		24,058		21,524		—		21,524		—

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition and results of operations of the Company and its subsidiaries as of, and for the three and six months ended June 30, 2024 and 2023. This discussion and analysis should be read in conjunction with the consolidated financial statements, related notes and selected financial data appearing elsewhere in this report.

This document may contain certain forward-looking statements about First Mid, such as discussions of First Mid’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. First Mid intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of First Mid, are identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties, including, among other things, the possibility that any of the anticipated benefits of the merger between First Mid and Blackhawk will not be realized or will not be realized within the expected time period; changes in interest rates; general economic conditions and those in the market areas of First Mid; legislative and/or regulatory changes; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of First Mid’s loan or investment portfolios and the valuation of those investment portfolios; demand for loan products; deposit flows; competition, demand for financial services in the market areas of First Mid; accounting principles, policies and guidelines. Additional information concerning First Mid, including additional factors and risks that could materially affect First Mid’s financial results, are included in First Mid’s filings with the SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we do not undertake any obligation to update or review any forward-looking information, whether as a result of new information, future events or otherwise.

This overview of management’s discussion and analysis highlights selected information in this document and may not contain all the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates which have an impact on the Company’s financial condition and results of operations you should carefully read this entire document.

Net income was $40.2 million and $35.7 million for the six months ended June 30, 2024 and 2023, respectively. Diluted net income per common share was $1.68 and $1.74 for the six months ended June 30, 2024 and 2023, respectively.

The following table shows the Company’s annualized performance ratios for six months ended June 30, 2024 and 2023, compared to

Total assets were $7.6 billion at June 30, 2024, compared to $7.6 billion as of December 31, 2023. From December 31, 2023 to June 30, 2024, cash and cash equivalents increased $92.4 million, net loan balances decreased $22.4 million and investment securities decreased $60.7 million. Net loan balances were $5.48 billion at June 30, 2024 compared to $5.51 billion at December 31, 2023.

Net interest margin, on a tax equivalent basis, defined as net interest income divided by average interest-earning assets, was 3.30% for the six months ended June 30, 2024, up from 2.89% for the same period in 2023. This increase was primarily due to an increase in earning asset yields partially offset by increased rates on interest-bearing deposits and borrowings. Net interest income before the provision for loan losses was $112.2 million compared to net interest income of $85.6 million for the same period in 2023. The increase in net interest income was primarily due to the acquisition of Blackhawk Bank during the third quarter of 2023 and increased net interest margin as mentioned above.

Total non-interest income of $46.9 million increased $4.9 million or 11.8% from $42.0 million for the same period last year. The increase in non-interest income resulted primarily from an increase in insurance commissions and income generated from former Blackhawk Bank customers partially offset by a decrease in wealth management revenues, bank owned life insurance income, and miscellaneous income.

Total non-interest expense of $104.8 million increase $23.2 million or 28.4% from $81.6 million for the same period last year. The increase was primarily due to the acquisition of Blackhawk Bank during the third quarter of 2023 and the related amortization of intangibles and increased size of the bank causing increased expenses.

Following is a summary of the factors that contributed to the changes in net income (in thousands):

Credit quality is an area of importance to the Company. Total nonperforming loans were $19.1 million at June 30, 2024, compared to $18.6 million at June 30, 2023 and $20.1 million at December 31, 2023. See the discussion under the heading “Loan Quality and Allowance for Loan Losses” for a detailed explanation of these balances. Repossessed asset balances totaled $1.5 million at June 30, 2024 compared to $4.0 million at June 30, 2023 and $1.2 million at December 31, 2023.

The Company’s provision for credit losses for the six months ended June 30, 2024 and 2023 was $726,000 and ($359,000), respectively. Total loans past due 30 days or more were 0.42% of loans at June 30, 2024 compared to 0.22% at June 30, 2023, and 0.26% of loans at December 31, 2023. Loans secured by both commercial and residential real estate comprised approximately 69.0% of the loan portfolio as of June 30, 2024 and 68.9% as of December 31, 2023.

The Company’s capital position remains strong, and the Company has consistently maintained regulatory capital ratios above the “well-capitalized” standards. The Company’s Tier 1 capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at June 30, 2024 and 2023 and December 31, 2023 was 12.65%, 12.82% and 12.02%, respectively. The Company’s total capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at June 30, 2024 and 2023, and December 31, 2023 was 15.46%, 15.67% and 14.84%, respectively. The increase in Tier 1 capital and total to risk weighted assets ratio from December 31, 2023 was primarily due to net income less dividends declared for the period increasing equity and a decrease in risk weighted assets related to a reallocation of the Company's balance sheet resulting in lower risk weighted assets such as cash on hand significantly increasing.

On March 27, 2020, the federal banking regulatory agencies, issued an interim final rule which provided an option to delay the estimated impact on regulatory capital of ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13, as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 ("CECL adjustments"), was be delayed for two years. The cumulative amount of these adjustments is being phased out of the regulatory capital calculation over a three-year period, with 75% of the adjustments included in 2022, 50% of the adjustments included in 2023 and 25% of the adjustments included in 2024. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed. The Company has elected this option.

The Company’s liquidity position remains sufficient to fund operations and meet the requirements of borrowers, depositors, and creditors. The Company maintains various sources of liquidity to fund its cash needs. See the discussion under the heading “Liquidity” for a full listing of sources and anticipated significant contractual obligations.

The Company enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit. The total outstanding commitments at June 30, 2024 and 2023, were $1.3 billion and $1.2 billion, respectively.

Federal Deposit Insurance Corporation Insurance Coverage. As FDIC-insured institutions, First Mid Bank is required to pay deposit insurance premium assessments to the FDIC. Several requirements with respect to the FDIC insurance system have affected results, including insurance assessment rates.

The Company expensed $1,771,000 and $1,539,000 for the assessment during the first six months of 2024 and 2023, respectively.

The Company has established various accounting policies that govern the application of U.S. generally accepted accounting principles in the preparation of the Company’s consolidated financial statements. The significant accounting policies of the Company are described in the footnotes to the consolidated financial statements included in the Company’s 2023 Annual Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and assumptions, which could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company.

Investment in Debt and Equity Securities. The Company classifies its investments in debt and equity securities as either held-to-maturity or available-for-sale in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” which was codified into ASC 320. Securities classified as held-to-maturity are recorded at amortized cost. Available-for-sale securities are carried at fair value. Fair value calculations are based on quoted market prices when such prices are available. If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes. Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting the financial position, results of operations and cash flows of the Company.

If the estimated value of investments is less than the cost or amortized cost, the Company evaluates whether an event or change in circumstances has occurred that may have a significant adverse effect on the fair value of the investment. If such an event or change has occurred and the Company determines that the impairment is other-than-temporary, a further determination is made as to the portion of impairment that is related to credit loss. The impairment of the investment that is related to the credit loss is expensed in the period in which the event or change occurred. The remainder of the impairment is recorded in other comprehensive income (loss).

Loans. Loans are reported at amortized cost. Amortized cost is the principal balance outstanding, net of purchase discounts and premiums, fair value hedge accounting adjustments and deferred loan fees and costs. Accrued interest is reported separately and is included in interest receivable in the consolidated balance sheets.

Allowance for Credit Losses - Loans. The Company believes the allowance for credit losses for loans is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of its consolidated financial statements. The allowance for credit losses for loans represents the best estimate of losses inherent in the existing loan portfolio. An estimate of potential losses inherent in the loan portfolio are determined and an allowance for those losses is established by considering factors including historical loss rates, expected cash flows and estimated collateral values. In assessing these factors, the Company uses

relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts.

The Company estimates the appropriate level of allowance for credit losses for individually evaluated loans by evaluating them separately. A specific allowance is assigned to an impaired loan when expected cash flows or collateral are less than the carrying amount of the loan.

Allowance for Credit Losses - Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period that the Company is exposed to credit risk via a contractual obligation to extend credit, unless the obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is included in other liabilities in the consolidated balance sheets.

Other Real Estate Owned. Other real estate owned acquired through loan foreclosure is initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined that fair value temporarily declines subsequent to foreclosure, a valuation allowance is recorded through noninterest expense.

Operating costs associated with the assets after acquisition are also recorded as noninterest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other noninterest expense.

Mortgage Servicing Rights. The Company has elected to record mortgage servicing rights under the amortization method. Using this method, servicing rights are amortized in proportion to and over the period of estimated net servicing income. The amortized assets are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type and investor type.

Impairment is recognized through a valuation reserve, to the extent that fair value is less than the carrying amount of the servicing assets. Fair value in excess of the carrying amount of servicing assets is not recognized.

Deferred Income Tax Assets/Liabilities. The Company’s net deferred income tax asset arises from differences in the dates that items of income and expense enter our reported income and taxable income. Deferred tax assets and liabilities are established for these items as they arise. From an accounting standpoint, deferred tax assets are reviewed to determine if they are realizable based on the historical level of taxable income, estimates of future taxable income and the reversals of deferred tax liabilities. In most cases, the realization of the deferred tax asset is based on future profitability. If the Company were to experience net operating losses for tax purposes in a future period, the realization of deferred tax assets would be evaluated for a potential valuation reserve.

Additionally, the Company reviews its uncertain tax positions annually under FASB Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes,” codified within ASC 740. An uncertain tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be recognized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded. A significant amount of judgment is applied to determine both whether the tax position meets the "more likely than not" test as well as to determine the largest amount of tax benefit that is greater than 50% likely to be recognized. Differences between the position taken by management and that of taxing authorities could result in a reduction of a tax benefit or increase to tax liability, which could adversely affect future income tax expense.

Impairment of Goodwill and Intangible Assets. Core deposit and customer relationships, which are intangible assets with a finite life, are recorded on the Company’s consolidated balance sheets. These intangible assets were capitalized as a result of past acquisitions and are being amortized over their estimated useful lives of up to 15 years. Core deposit intangible assets, with finite

lives will be tested for impairment when changes in events or circumstances indicate that its carrying amount may not be recoverable. Core deposit intangible assets were tested for impairment as of May 31, 2023 as part of the goodwill impairment test and no impairment was identified.

As a result of the Company’s acquisition activity, goodwill, an intangible asset with an indefinite life, is reflected on the consolidated balance sheets. Goodwill is evaluated for impairment annually, unless there are factors present that indicate a potential impairment, in which case, the goodwill impairment test is performed more frequently than annually.

Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of a financial instrument using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. The Company’s valuation methods consider factors such as liquidity and concentration concerns. Other factors such as model assumptions, market dislocations, and unexpected correlations can affect estimates of fair value. Imprecision in estimating these factors can impact the amount of revenue or loss recorded.

SFAS No. 157, “Fair Value Measurements”, which was codified into ASC 820, establishes a framework for measuring the fair value of financial instruments that considers the attributes specific to particular assets or liabilities and establishes a three-level hierarchy for determining fair value based on the transparency of inputs to each valuation as of the fair value measurement date.

At the end of each quarter, the Company assesses the valuation hierarchy for each asset or liability measured. From time to time, assets or liabilities may be transferred within hierarchy levels due to changes in availability of observable market inputs to measure fair value at the measurement date. Transfers into or out of hierarchy levels are based upon the fair value at the beginning of the reporting period. A more detailed description of the fair values measured at each level of the fair value hierarchy can be found in Note 7 – Fair Value of Assets and Liabilities.

The largest source of revenue for the Company is net interest income. Net interest income represents the difference between total interest income earned on earning assets and total interest expense paid on interest-bearing liabilities. The amount of interest income is dependent upon many factors, including the volume and mix of earning assets, the general level of interest rates and the dynamics of changes in interest rates. The cost of funds necessary to support earning assets varies with the volume and mix of interest-bearing liabilities and the rates paid to attract and retain such funds.

Net interest income is the excess of interest received from earning assets over interest paid on interest-bearing liabilities. For analytical purposes, net interest income is presented on a full tax equivalent ("TE") basis in the table that follows. The federal statutory rate in effect of 21% for 2024 and 2023 was used. The TE analysis portrays the income tax benefits associated with the tax-exempt assets. The year-to-date net yield on interest-earning assets excluding the TE adjustments of $1,211,000 and $1,500,000 for 2024 and 2023, respectively were 3.25% and 2.84% at June 30, 2024 and 2023, respectively.

The Company’s average balances, fully tax equivalent interest income and interest expense, and rates earned or paid for major balance sheet categories are set forth for the three and six months ended June 30, 2024 and 2023 in the following table (dollars in thousands):

Changes in net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The following table summarizes the approximate relative contribution of changes in average volume and interest rates to changes in net interest income for the three and six months ended June 30, 2024, compared to the same period in 2023 (in thousands):

Tax equivalent net interest income increased $26.4 million, or 30.3%, to $113.4 million for the six months ended June 30, 2024, from $87.1 million for the same period in 2023. Net interest income and net interest margin increased primarily due to an increase in earning asset yields partially offset by the increase in deposit and borrowing rates.

For the six months ended June 30, 2024, average earning assets increased $799.5 million, or 13.2%, and average interest-bearing liabilities increased $610.1 million or 12.9% compared with average balances for the same period in 2023.

The provision for credit losses for the six months ended June 30, 2024 and 2023 was $726,000 and ($359,000), respectively. Net charge offs were $1,089,000 for the six months ended June 30, 2024, compared to net charge offs of $15,000 for June 30, 2023. Nonperforming loans were $19.1 million and $18.6 million as of June 30, 2024 and 2023, respectively. For information on loan loss experience and nonperforming loans, see discussion under the “Nonperforming Loans” and “Loan Quality and Allowance for Loan Losses” sections below.

An important source of the Company’s revenue is other income. The following table sets forth the major components of other income for the three and six months ended June 30, 2024 and 2023 (in thousands):

Following are explanations of the changes in these other income categories for the three and six months ended June 30, 2024 compared to the same period in 2023:

First Mid Bank generally releases the servicing rights on loans sold into the secondary market.

The following table sets forth the major components of other expense for the three and six months ended June 30, 2024 and 2023 (dollars in thousands):

Following are explanations for the changes in these other expense categories for the three and six months ended June 30, 2024 compared to the same period in 2023:

Total income tax expense amounted to $13.4 million (25.0% effective tax rate) for the six months ended June 30, 2024, compared to $10.5 million (23.0% effective tax rate) for the same period in 2023. The increase in effective rate is primarily related to a one time increase in income tax expense required because of the State of Illinois income apportionment law change that occurred during the quarter ended June 30, 2024.

The Company files U.S. federal and state of Florida, Illinois, Indiana, Missouri, Texas, and Wisconsin income tax returns. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2020.

The Company’s overall investment objectives are to insulate the investment portfolio from undue credit risk, maintain adequate liquidity, insulate capital against changes in market value and control excessive changes in earnings while optimizing investment performance. The types and maturities of securities purchased are primarily based on the Company’s current and projected liquidity and interest rate sensitivity positions. The following table sets forth the amortized cost of the available-for-sale and held-to-maturity securities as of June 30, 2024 and December 31, 2023 (dollars in thousands):

At June 30, 2024, the Company’s investment portfolio decreased by $52.6 million from December 31, 2023 primarily due to the sale of 17 securities, paydowns, calls and maturities of various securities. When purchasing investment securities, the Company considers its overall liquidity and interest rate risk profile, as well as the adequacy of expected returns relative to the risks assumed. The table below presents the credit ratings as of June 30, 2024 for investment securities (in thousands):

The loan portfolio is the largest category of the Company’s earning assets. The following table summarizes the composition of the loan portfolio at amortized cost, including loans held for sale, as of June 30, 2024 and December 31, 2023 (in thousands):

Loan balances decreased $19.9 million, or (0.4%). The decrease was primarily due to seasonal pay downs in commercial and industrial loans as well as loan demand partially offset by an increase in agricultural loans due to seasonal demands. The balance of real estate loans held for sale, included in the balances shown above, amounted to $7.8 million and $5.0 million as of June 30, 2024 and December 31, 2023, respectively.

Commercial and commercial real estate loans generally involve higher credit risks than residential real estate and consumer loans. Because payments on loans secured by commercial real estate or equipment are often dependent upon the successful operation and management of the underlying assets, repayment of such loans may be influenced to a great extent by conditions in the market or the economy. The Company does not have any sub-prime mortgages or credit card loans outstanding which are also generally considered to be higher credit risk.

Loans are geographically dispersed throughout Illinois, the St. Louis Metro area, central Missouri, Texas, and southern Wisconsin. While these regions have experienced some economic stress during 2024 and 2023, the Company does not consider these locations high risk areas since these regions have not experienced the significant changes in real estate values seen in some other areas in the United States.

First Mid Bank does not have a concentration, as defined by the regulatory agencies, in construction and land development loans or commercial real estate loans as a percentage of the sum of Tier 1 Capital and allowance for loan loss for the periods shown above. At June 30, 2024 and December 31, 2023, First Mid Bank did have industry loan concentrations that exceeded 25% of the sum of Tier 1 Capital and allowance for loan loss in the following industries (dollars in thousands):

First Mid Bank had no further industry loan concentrations in excess of 25% of the sum of Tier 1 Capital and allowance for loan loss.

The following table presents the balance of loans outstanding as of June 30, 2024, by contractual maturities (in thousands):

As of June 30, 2024, loans with maturities over one year consisted of approximately $3.0 billion in fixed rate loans and approximately $1.7 billion in variable rate loans. The loan maturities noted above are based on the contractual provisions of the individual loans. The Company has no general policy regarding renewals and borrower requests, which are handled on a case-by-case basis.

Nonperforming loans include: (a) loans accounted for on a nonaccrual basis; (b) accruing loans contractually past due ninety days or more as to interest or principal payments; and (c) loans not included in (a) and (b) above which are defined as “modified”. Repossessed assets include primarily repossessed real estate and automobiles.

The Company’s policy is to discontinue the accrual of interest income on any loan for which principal or interest is ninety days past due. The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal. Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.

Restructured loans are loans on which, due to deterioration in the borrower’s financial condition, the original terms have been modified in favor of the borrower or either principal or interest has been forgiven. Repossessed assets represent property acquired as the result of borrower defaults on loans. These assets are recorded at estimated fair value, less estimated selling costs, at the time of foreclosure or repossession. Write-downs occurring at foreclosure are charged against the allowance for loan losses. On an ongoing basis, properties are appraised as required by market indications and applicable regulations. Write-downs for subsequent declines in value are recorded in non-interest expense in other real estate owned along with other expenses related to maintaining the properties.

The following table presents information concerning the aggregate amount of nonperforming loans and repossessed assets at June 30, 2024 and December 31, 2023 (dollars in thousands):

The $1 million decrease in nonaccrual loans during 2024 resulted from the net of $2.5 million of loans put on nonaccrual status offset by $2.5 million of loans becoming current or paid-off, $456,000 of loans transferred to other real estate and $544,000 of loans charged off. The following table summarizes the composition of nonaccrual loans (dollars in thousands):

Interest income that would have been reported if nonaccrual and restructured loans had been performing totaled $487,000 and $122,000 for the six months ended June 30, 2024 and 2023, respectively.

The $314,000 increase in repossessed assets during the 2024 resulted from $554,000 of additional assets repossessed and $240,000 repossessed assets sold, no writedowns, and no change in fair value premiums and discounts. The following table summarizes the composition of repossessed assets (dollars in thousands):

Repossessed assets sold during the first six months of 2024 resulted in $17,000 net gain or loss of related to real estate asset sales and net gains of $69,000 related to other asset sales. The Company also recognized no deferred losses and recorded no writedowns on real estate properties owned. Repossessed assets sold during the same period in 2023 resulted in net gains of $115,000 related to real estate asset sales and net losses of $21,000 related to other asset sales. The Company also recognized no deferred losses and recorded $164,000 of writedowns on real estate properties owned.

The allowance for credit losses represents management’s estimate of the reserve necessary to adequately account for probable losses existing in the current portfolio. The provision for loan losses is the charge against current earnings that is determined by management as the amount needed to maintain an adequate allowance for loan losses. In determining the adequacy of the allowance for loan losses, and therefore the provision to be charged to current earnings, management relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Factors considered by management in evaluating the overall adequacy of the allowance include a migration analysis of the historical net loan losses by loan segment, the level and composition of nonaccrual, past due and renegotiated loans, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates.

Management reviews economic factors including the potential for reduced cash flow for commercial operating loans from reduction in sales or increased operating costs, decreased occupancy rates for commercial buildings, reduced levels of home sales for commercial land developments, the uncertainty regarding grain prices, increased operating costs for farmers, and increased levels of unemployment and bankruptcy impacting consumer’s ability to pay. Each of these economic uncertainties was taken into consideration in developing the level of the reserve. Management considers the allowance for loan losses a critical accounting policy.

Management recognizes there are risk factors that are inherent in the Company’s loan portfolio. All financial institutions face risk factors in their loan portfolios because risk exposure is a function of the business. The Company’s operations (and therefore its loans) are concentrated in east central Illinois, an area where agriculture is the dominant industry. Accordingly, lending and other business relationships with agriculture-based businesses are critical to the Company’s success. At June 30, 2024, the Company’s loan portfolio

included $601.6 million of loans to borrowers whose businesses are directly related to agriculture. Of this amount, $490.2 million was concentrated in other grain farming. Total loans to borrowers whose businesses are directly related to agriculture increased $13.2 million from $588.5 million at December 31, 2023 while loans concentrated in other grain farming increased $17.8 million from $472.5 million at December 31, 2023. While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, drought conditions, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio. In addition, the Company has $223.1 million of loans to motels and hotels. The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in nonperforming loans to this business segment and potentially in loan losses. The Company also has $1.07 billion of loans to lessors of non-residential buildings, and $562.3 million of loans to lessors of residential buildings and dwellings.

The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the Board of Directors. Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation; however, limits well below the regulatory thresholds are generally observed. Most of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system. Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint. In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.

The Company minimizes credit risk by adhering to sound underwriting and credit review policies. Management and the board of directors of the Company review these policies at least annually. Senior management is actively involved in business development efforts and the maintenance and monitoring of credit underwriting and approval. The loan review system and controls are designed to identify, monitor and address asset quality problems in an accurate and timely manner. The board of directors and management review the status of problem loans each month and formally determine a best estimate of the allowance for loan losses on a quarterly basis. In addition to internal policies and controls, regulatory authorities periodically review asset quality and the overall adequacy of the allowance for loan losses.

Analysis of the allowance for credit losses as of June 30, 2024 and 2023, and of changes in the allowance for the three and six months ended June 30, 2024 and 2023, is as follows (dollars in thousands):

The increase in the allowance for credit losses to nonperforming loans ratio is primarily due to an increase in the allowance for credit losses due to acquiring Blackhawk Bank at June 30, 2024 compared to June 30, 2023.

During the first six months of 2024, the Company had net charge offs of $1,089,000 compared to net charge offs of $15,000 in 2023. During the first six months of 2024, there was one commercial real estate loan to one borrower totaling $193,000. During the first six months of 2023, there were one agricultural loan to one borrower totaling $0.2 million.

Funding of the Company’s earning assets is substantially provided by a combination of consumer, commercial and public fund deposits. The Company continues to focus its strategies and emphasis on retail core deposits, the major component of funding sources. The following table sets forth the average deposits and weighted average rates for the six months ended June 30, 2024 and 2023 and for the year ended December 31, 2023 (dollars in thousands):

During the first six months of 2024, the average balance of deposits increased by $577.9 million from the average balance for the

year ended December 31, 2023. Average non-interest-bearing deposits increased by $91.6 million, average interest-bearing balances increased by $410.6 million, savings account balances increased $34.2 million and balances of time deposits increased $41.5 million. Approximately 99% of the Company’s deposit accounts are less than $250,000. The average account balance for all deposit customers is approximately $25,000.

The following table sets forth the high and low month-end balances for the six months ended June 30, 2024 and 2023 and for the year ended December 31, 2023 (in thousands):

Balances of time deposits, including brokered time deposits of $100,000 or more include time deposits maintained for public fund entities and consumer time deposits. The following table sets forth the maturity of time deposits, including brokered time deposits of $100,000 or more at June 30, 2024 and December 31, 2023 (in thousands):

Securities sold under agreements to repurchase are short-term obligations of First Mid Bank. These obligations are collateralized with certain government securities that are direct obligations of the United States or one of its agencies. These retail repurchase agreements are offered as a cash management service to its corporate customers. Other borrowings consist of Federal Home Loan Bank (“FHLB”) advances, federal funds purchased, loans (short-term or long-term debt) that the Company has outstanding and junior subordinated debentures. Information relating to securities sold under agreements to repurchase and other borrowings as of June 30, 2024 and December 31, 2023 is presented below (dollars in thousands):

Securities sold under agreements to repurchase decreased $7.8 million during the first six months of 2024 primarily due to the cash flow needs of various customers. FHLB advances represent borrowings by First Mid Bank to economically fund loan demand. At June 30, 2024 the fixed term advances, consisted of $263.6 million as follows:

The Company is party to a revolving credit agreement with The Northern Trust Company in the amount of $15 million. There was no balance on this line of credit as of June 30, 2024. This loan was renewed on April 5, 2024 for one year as a revolving credit agreement. The interest rate is floating at 2.25% over the federal funds rate. The Company and First Mid Bank, as applicable, were in compliance with the existing covenants at June 30, 2024 and 2023, and December 31, 2023.

On October 6, 2020, the Company issued and sold $96.0 million in aggregate principal amount of its 3.95% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were issued pursuant to the Indenture, dated as of October 6, 2020 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 6, 2020 (the “Supplemental Indenture”), between the Company and the Trustee. The Base Indenture, as amended and supplemented by the Supplemental Indenture, governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on October 15, 2030. From and including the date of issuance to, but excluding October 15, 2025, the Notes will bear interest at an initial rate of 3.95% per annum. From and including October 15, 2025 to, but excluding the maturity date or earlier redemption, the Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 383 basis points, or such other rate as determined pursuant to the Supplemental Indenture, provided that in no event shall the applicable floating interest rate be less than zero per annum. On June 7, 2024, the Company repurchased and cancelled $4.0 million of the outstanding Notes in the open market.

The Company may, beginning with the interest payment date of October 15, 2025, and on any interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the Notes at any time, including prior to October 15, 2025, at the Company’s option, in whole but not in part, if: (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable on the Notes for U.S. federal income tax purposes; (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended; in each case, at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date.

On August 15, 2023, the Company assumed, as part of the Blackhawk Bancorp, Inc. acquisition, $7.5 million principal amount of 3.5% Fixed-to-Floating Rate Subordinated Notes due 2031 (“Blackhawk Subordinated Debt I”). Blackhawk Subordinated Debt I was issued pursuant to Indenture between the Company and UMB Bank, as trustee (the “Trustee”). The Indenture governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on May 14, 2031. From and including the date of issuance to, but excluding May 14, 2026, the Notes will bear interest at an initial rate of 3.5% per annum. From and including May 14, 2026 to, but excluding the maturity date, the Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 285 basis points.

On August 15, 2023, the Company assumed, as part of the Blackhawk Bancorp, Inc. acquisition, $7.5 million principal amount of 3.875% Fixed-to-Floating Rate Subordinated Notes due 2036 (“Blackhawk Subordinated Debt II”). Blackhawk Subordinated Debt II was issued pursuant to Indenture between the Company and UMB Bank, as trustee (the “Trustee”). The Indenture governs the terms of the Notes and provides that the Notes are unsecured, subordinated debt obligations of the Company and will mature on May 14, 2036. From and including the date of issuance to, but excluding May 14, 2031, the Notes will bear interest at an initial rate of 3.875%

per annum. From and including May 14, 2031 to, but excluding the maturity date, the Notes will bear interest at a floating rate equal to three-month Term SOFR plus a spread of 255 basis points.

On April 26, 2006, the Company completed the issuance and sale of $10 million of fixed/floating rate trust preferred securities through First Mid-Illinois Statutory Trust II (“Trust II”), a statutory business trust and wholly owned unconsolidated subsidiary of the Company, as part of a pooled offering. The Company established Trust II for the purpose of issuing the trust preferred securities. The $10 million in proceeds from the trust preferred issuance and an additional $310,000 for the Company’s investment in common equity of Trust II, a total of $10,310 000, was invested in junior subordinated debentures of the Company. The underlying junior subordinated debentures issued by the Company to Trust II mature in 2036, bore interest at a fixed rate of 6.98% paid quarterly until June 15, 2011 and then converted to floating rate (LIBOR plus 160 basis points, 7.20% and 7.25% at June 30, 2024 and December 31, 2023, respectively).

On September 8, 2016, the Company assumed the trust preferred securities of Clover Leaf Statutory Trust I (“CLST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First Clover Financial. The $4,000,000 of trust preferred securities and an additional $124,000 investment in common equity of CLST I, is invested in junior subordinated debentures issued to CLST I. The subordinated debentures mature in 2025, bear interest at three-month LIBOR plus 185 basis points (7.45% and 7.50% at June 30, 2024 and December 31, 2023, respectively) and resets quarterly.

On May 1, 2018, the Company assumed the trust preferred securities of FBTC Statutory Trust I (“FBTCST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of First BancTrust Corporation. The $6,000,000 of trust preferred securities and an additional $186,000 investment in common equity of FBTCST I is invested in junior subordinated debentures issued to FBTCST I. The subordinated debentures mature in 2035, bear interest at three-month LIBOR plus 170 basis points (7.30% and 7.35% at June 30, 2024 and December 31, 2023, respectively) and resets quarterly.

On August 15, 2023, the Company assumed the trust preferred securities of Blackhawk Statutory Trust I (“BHST I”), a statutory business trust that was a wholly owned unconsolidated subsidiary of Blackhawk Bancorp, Inc. The $1,000,000 of trust preferred securities and an additional $31,000 investment in common equity of BHST I is invested in junior subordinated debentures issued to BHST I. The subordinated debentures mature in 2032, bear interest at three-month LIBOR plus 325 basis points (8.82% and 8.87% at June 30, 2024 and December 31, 2023, respectively) and resets quarterly.

On August 15, 2023, the Company assumed the trust preferred securities of Blackhawk Statutory Trust II (“BHST II”), a statutory business trust that was a wholly owned unconsolidated subsidiary of Blackhawk Bancorp, Inc. The $4,000,000 of trust preferred securities and an additional $124,000 investment in common equity of BHST II is invested in junior subordinated debentures issued to BHST II. The subordinated debentures mature in 2035, bear interest at three-month LIBOR plus 205 basis points (7.65% and 7.69% at June 30, 2024 and December 31, 2023, respectively) and resets quarterly.

The trust preferred securities issued by Trust II, CLST I, FBTCST I, BHST I, and BHST II are included as Tier 1 capital of the Company for regulatory capital purposes. On March 1, 2005, the Federal Reserve Board adopted a final rule that allows the continued limited inclusion of trust preferred securities in the calculation of Tier 1 capital for regulatory purposes. The final rule provided a five-year transition period, ending September 30, 2010, for application of the revised quantitative limits. On March 17, 2009, the Federal Reserve Board adopted an additional final rule that delayed the effective date of the new limits on inclusion of trust preferred securities in the calculation of Tier 1 capital until March 31, 2012. The application of the revised quantitative limits did not and is not expected to have a significant impact on its calculation of Tier 1 capital for regulatory purposes or its classification as well-capitalized. The Dodd-Frank Act, signed into law July 21, 2010, removes trust preferred securities as a permitted component of a holding company’s Tier 1 capital after a three-year phase-in period beginning January 1, 2013 for larger holding companies. For holding companies with less than $15 billion in consolidated assets, existing issues of trust preferred securities are grandfathered and not subject to this new restriction.

Similarly, the final rule implementing the Basel III reforms allows holding companies with less than $15 billion in consolidated assets as of December 31, 2009 to continue to count toward Tier 1 capital any trust preferred securities issued before May 19, 2010. New issuances of trust preferred securities, however, would not count as Tier 1 regulatory capital.

In addition to requirements of the Dodd-Frank Act discussed above, the act also required the federal banking agencies to adopt certain rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as hedge funds and private equity funds). This rule is generally referred to as the “Volcker Rule.” The rules permit the retention of an interest in or sponsorship of covered funds by banking entities under $15 billion in assets (such as the Company) if (1) the collateralized debt obligation was established and issued prior to May 19, 2010, (2) the banking entity reasonably believes that the offering proceeds received by the collateralized debt obligation were invested primarily in qualifying trust preferred collateral, and (3) the banking entity’s interests in the collateralized debt obligation was acquired on or prior to December 10, 2013. The Company does not currently anticipate that the Volcker Rule will have a material effect on the

The Company seeks to maximize its net interest margin while maintaining an acceptable level of interest rate risk. Interest rate risk can be defined as the amount of forecasted net interest income that may be gained or lost due to changes in the interest rate environment, a variable over which management has no control. Interest rate risk, or sensitivity, arises when the maturity or repricing characteristics of interest-bearing assets differ significantly from the maturity or repricing characteristics of interest- bearing liabilities. The Company monitors its interest rate sensitivity position to maintain a balance between rate sensitive assets and rate sensitive liabilities. This balance serves to limit the adverse effects of changes in interest rates. The Company’s asset liability management committee (ALCO) oversees the interest rate sensitivity position and directs the overall allocation of funds.

In the banking industry, a traditional way to measure potential net interest income exposure to changes in interest rates is through a technique known as “static GAP” analysis which measures the cumulative differences between the amounts of assets and liabilities maturing or repricing at various intervals. By comparing the volumes of interest-bearing assets and liabilities that have contractual maturities and repricing points at various times in the future, management can gain insight into the amount of interest rate risk embedded in the balance sheet. The following table sets forth the Company’s interest rate repricing GAP for selected maturity periods at June 30, 2024 (dollars in thousands):

The static GAP analysis shows that at June 30, 2024, the Company was liability sensitive, on a cumulative basis, through the twelve-month time horizon. This indicates that future increases in interest rates could have an adverse effect on net interest income. There are several ways the Company measures and manages the exposure to interest rate sensitivity, including static GAP analysis. The Company’s ALCO also uses other financial models to project interest income under various rate scenarios and prepayment/extension assumptions consistent with First Mid Bank’s historical experience and with known industry trends. ALCO meets at least monthly to review the Company’s exposure to interest rate changes as indicated by the various techniques and to make necessary changes in the composition terms and/or rates of the assets and liabilities.

At June 30, 2024, the Company’s stockholders' equity increased $20.4 million or 2.6%, to $813.6 million from $793.2 million as of December 31, 2023. During the first six months of 2024, net income contributed $40.2 million to equity before the payment of dividends to stockholders. The change in market value of available-for-sale investment securities decreased stockholders' equity by $10.6 million, net of tax. Dividends of $10.9 million were paid during the first six months of 2024.

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Bank holding companies follow minimum regulatory requirements established by the Board of Governors of the Federal Reserve System (“Federal Reserve System”), First Mid Bank follows similar minimum regulatory requirements established for banks by the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation, as applicable. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Quantitative measures established by regulatory capital standards to

ensure capital adequacy require the Company and its subsidiary bank to maintain minimum capital amounts and ratios (set forth in the table below). Management believes that, as of June 30, 2024 and December 31, 2023, the Company and First Mid Bank, as applicable, met all capital adequacy requirements.

As permitted by the interim final rule issued on March 27, 2020 by the federal banking regulatory agencies, the Company elected the option to delay the estimated impact on regulatory capital of adopting ASU 2016-13, which was effective January 1, 2020. The initial impact of adoption of ASU 2016-13, as well as 25% of the quarterly increases in allowance for credit losses subsequent to adoption of ASU 2016-13 was delayed for two years. After two years, the cumulative amount of these adjustments is being phased out of the regulatory capital calculation over a three-year period, with 75% of the adjustments included in 2022, 50% of the adjustments included in 2023 and 25% of the adjustments included in 2024. After five years, the temporary delay of ASU 2016-13 adoption will be fully reversed.

To be categorized as well-capitalized, total risk-based capital, Tier 1 risk-based capital, common equity Tier 1 risk-based capital and Tier 1 leverage ratios must be maintained as set forth in the following table (dollars in thousands):

The Company's risk-weighted assets, capital, and capital ratios for June 30, 2024 are computed in accordance with Basel III capital rules which were effective January 1, 2015. As of June 30, 2024, the Company and First Mid Bank had capital ratios above the required minimums for regulatory capital adequacy, and First Mid Bank had capital ratios that qualified it for treatment as well-capitalized under the regulatory framework for prompt corrective action with respect to banks.

Participants may purchase Company stock under the following three plans of the Company: The Deferred Compensation Plan, the Dividend Reinvestment Plan, and the Stock Incentive Plan. For more detailed information on these plans, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the 2017 Stock Incentive Plan ("SI Plan"). The SI Plan was implemented to succeed the Company’s 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established in the SI Plan.

Following the stockholders’ approval at the 2021 annual meeting of the Company, a maximum of 399,983 shares of common stock may be issued under the SI Plan. The Company awarded 53,766 and 59,950 restricted stock awards during 2024 and 2023, respectively and 39,150 and 37,900 as stock unit awards during 2024 and 2023, respectively.

At the Annual Meeting of Stockholders held April 25, 2018, the stockholders approved the First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan (“ESPP”). The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to purchase shares of common stock of the Company at a 15% discount through payroll deductions. The ESPP is also intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 600,000 shares of common stock may be issued under the ESPP. As of June 30, 2024, 109,663 shares have been issued pursuant to the ESPP. During the six months ended June 30, 2024 and 2023, 15,935 shares and 17,138 shares, respectively, were issued pursuant to the ESPP.

Since August 5, 1998, the Board of Directors has approved repurchase programs pursuant to which the Company may repurchase a total of approximately $76.7 million of the Company’s common stock. During 2024, the Company did not repurchase any shares. The Company has approximately $4.1 million in remaining capacity under its existing repurchase program.

Although the Company adopted the repurchase plan, the Company may make discretionary repurchases in the open market or in privately negotiated transactions from time to time. The timing, manner, price and amount of any such repurchases will be determined by the Company at its discretion and will depend upon a variety of factors including economic and market conditions, price, applicable legal requirements and other factors.

Liquidity represents the ability of the Company and its subsidiaries to meet all present and future financial obligations arising in the daily operations of the business. Financial obligations consist of the need for funds to meet extensions of credit, deposit withdrawals and debt servicing. The Company’s liquidity management focuses on the ability to obtain funds economically through assets that may be converted into cash at minimal costs or through other sources. The Company’s other sources of cash include overnight federal fund lines, Federal Home Loan Bank advances, deposits of the State of Illinois, the ability to borrow at the Federal Reserve Bank of Chicago, and the Company’s operating line of credit with The Northern Trust Company.

Management continues to monitor its expected liquidity requirements carefully, focusing primarily on cash flows from:

The following table summarizes significant contractual obligations and other commitments at June 30, 2024 (in thousands):

For the six months ended June 30, 2024, net cash of $53.0 million was provided by operating activities, $69.3 million was provided by investing activities, and $29.9 million was used in financing activities. In total, cash and cash equivalents increased by $92.4 million since year-end 2023.

First Mid Bank enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit. Each of these instruments involves, to varying degrees, elements of credit, interest rate and liquidity risk in excess of the amounts recognized in the consolidated balance sheets. The Company uses the same credit policies and requires similar collateral in approving lines of credit and commitments and issuing letters of credit as it does in making loans. The exposure to credit losses on financial instruments is represented by the contractual amount of these instruments. However, the Company does not anticipate any losses from these instruments. The off-balance sheet financial instruments whose contract amounts represent credit risk at June 30, 2024 and December 31, 2023 were as follows (in thousands):

Commitments to originate credit represent approved commercial, residential real estate and home equity loans that generally are expected to be funded within ninety days. Lines of credit are agreements by which the Company agrees to provide a borrowing accommodation up to a stated amount as long as there is no violation of any condition established in the loan agreement. Both commitments to originate credit and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the lines and some commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements.

Standby letters of credit are conditional commitments issued by the Company to guarantee the financial performance of customers to third parties. Standby letters of credit are primarily issued to facilitate trade or support borrowing arrangements and generally expire in one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit facilities to customers. The maximum amount of credit that would be extended under letters of credit is equal to the total off-balance sheet contract amount of such instrument. The Company's deferred revenue under standby letters of credit was nominal.

The Company is also subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition of ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flows of the Company.

There has been no material change in the market risk faced by the Company since December 31, 2023. For information regarding the Company’s market risk, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective. Further, there have been no changes in the Company’s internal control over financial reporting during the last fiscal quarter that have materially affected or that are reasonably likely to affect materially the Company’s internal control over financial reporting.

From time to time the Company and its subsidiaries may be involved in litigation that the Company believes is a type common to our industry. None of any such existing claims are believed to be individually material at this time to the Company, although the outcome of any such existing claims cannot be predicted with certainty.

Various risks and uncertainties, some of which are difficult to predict and beyond the Company’s control, could negatively impact the Company. As a financial institution, the Company is exposed to interest rate risk, liquidity risk, credit risk, operational risk, risks from economic or market conditions, and general business risks among others. Adverse experience with these or other risks could have a material impact on the Company’s financial condition and results of operations, as well as the value of its common stock. See the risk factors and “Supervision and Regulation” described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

See heading “Stock Repurchase Program” for more information regarding stock purchases.

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.

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.

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.


Delaware	37-1103704
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)


1421 Charleston Avenue
Mattoon, Illinois	61938
(Address of principal executive offices)	(Zip code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FMBH	NASDAQ Global Market


Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☐


(In thousands, except share data)	June 30, 2024			December 31, 2023
Assets
Cash and due from banks:
Non-interest bearing	$	104,453		$	122,871
Interest bearing		131,001			11,211
Federal funds sold		26			8,982
Cash and cash equivalents		235,480			143,064
Certificates of deposit		3,745			1,470
Investment securities:
Available-for-sale, at fair value (amortized cost of $1,311,109 and $1,363,721 at June 30, 2024 and December 31, 2023, respectively)		1,110,650			1,171,572
Held-to-maturity, at amortized cost (estimated fair value of $2,277 and $2,286 at June 30, 2024 and December 31, 2023, respectively)		2,277			2,286
Equity securities, at fair value		4,258			4,074
Loans held for sale		7,764			4,980
Loans		5,552,853			5,575,585
Less allowance for credit losses		(68,312	)		(68,675	)
Net loans		5,484,541			5,506,910
Interest receivable		37,326			35,082
Other real estate owned		1,454			1,163
Premises and equipment, net		101,583			101,396
Goodwill, net		196,461			196,461
Intangible assets, net		60,916			67,770
Bank owned life insurance		168,439			166,125
Right of use lease assets		14,981			14,306
Deferred tax asset, net		67,814			70,067
Other assets		83,371			100,068
Total assets	$	7,581,060		$	7,586,794
Liabilities and stockholders’ equity
Deposits:
Non-interest bearing	$	1,393,336		$	1,398,234
Interest bearing		4,722,443			4,725,425
Total deposits		6,115,779			6,123,659
Securities sold under agreements to repurchase		205,955			213,721
Interest payable		5,415			5,437
FHLB borrowings		263,735			263,787
Junior subordinated debentures, net		24,169			24,058
Subordinated debt, net		103,029			106,755
Lease liabilities		15,286			14,615
Other liabilities		34,047			41,558
Total liabilities		6,767,415			6,793,590
Stockholders’ equity:
Common stock ($4 par value; authorized 30,000,000 shares; issued 24,548,439 and 24,479,708 shares in 2024 and 2023, respectively; outstanding 23,895,868 and 23,827,137 shares in 2024 and 2023, respectively)		100,194			99,919
Additional paid-in capital		512,181			509,314
Retained earnings		367,967			338,662
Deferred compensation		1,382			2,629
Accumulated other comprehensive loss		(146,998	)		(136,427	)
Treasury stock, at cost (652,571 shares in 2024 and 652,571 shares in 2023)		(21,081	)		(20,893	)
Total stockholders’ equity		813,645			793,204
Total liabilities and stockholders’ equity	$	7,581,060		$	7,586,794


(In thousands)	Common Stock			Additional Paid-In- Capital			Retained Earnings			Deferred Compensation		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
March 31, 2024	$	100,166		$	511,785		$	353,694		$	832	$	(147,667	)	$	(20,858	)	$	797,952
Net income		—			—			19,745			—		—			—			19,745
Other comprehensive income, net tax		—			—			—			—		669			—			669
Cash dividends on common stock (.230/share)		—			—			(5,472	)		—		—			—			(5,472	)
Forfeiture of 384 restricted shares pursuant to the 2017 stock incentive plan		(2	)		(11	)		—			—		—			—			(13	)
Issuance of 7,323 common shares pursuant to the employee stock purchase plan		30			174			—			—		—			—			204
Grant of restricted units pursuant to 2017 stock incentive plan		—			174			—			—		—			—			174
Deferred compensation		—			—			—			62		—			(223	)		(161	)
Vested restricted shares/units compensation expense		—			59			—			488		—			—			547
June 30, 2024	$	100,194		$	512,181		$	367,967		$	1,382	$	(146,998	)	$	(21,081	)	$	813,645

March 31, 2023	$	86,636		$	428,283		$	303,768		$	963	$	(137,901	)	$	(19,884	)	$	661,865
Net income		—			—			16,567			—		—			—			16,567
Other comprehensive loss, net tax		—			—			—			—		(13,665	)		—			(13,665	)
Cash dividends on common stock (.230/share)		—			—			(4,699	)		—		—			—			(4,699	)
Forfeiture of 700 restricted shares pursuant to the 2017 stock incentive plan		(3	)		(19	)		—			—		—			—			(22	)
Issuance of 9,175 common shares pursuant to the employee stock purchase plan		37			176			—			—		—			—			213
Deferred compensation		—			—			—			166		—			(175	)		(9	)
Vested restricted shares/units compensation expense		—			64			—			373		—			—			437
June 30, 2023	$	86,670		$	428,504		$	315,636		$	1,502	$	(151,566	)	$	(20,059	)	$	660,687


	Six months ended June 30,
(In thousands)	2024			2023
Cash flows from operating activities:
Net income	$	40,248		$	35,747
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		726			(359	)
Depreciation, amortization and accretion, net		10,348			6,868
Change in cash surrender value of bank owned life insurance		(2,313	)		(1,854	)
Change in bank owned life insurance		—			(976	)
Stock-based compensation expense		1,185			744
Operating lease payments		(1,672	)		(1,577	)
Loss on investment securities, net		156			52
(Gain) loss on sales and write downs of other real estate owned, net		(86	)		70
Gain on sale of loans held for sale, net		(1,179	)		(518	)
Gain on repayment of subordinated debentures		(100	)		—
Increase in accrued interest receivable		(2,244	)		(623	)
Increase in accrued interest payable		62			991
Origination of loans held for sale		(45,536	)		(28,189	)
Proceeds from sale of loans held for sale		42,699			26,332
Decrease in other assets		18,037			5,787
Decrease in other liabilities		(7,311	)		(4,337	)
Net cash provided by operating activities		53,020			38,158
Cash flows from investing activities:
Purchases of certificates of deposit investments		(2,275	)		(245	)
Proceeds from sales of securities available-for-sale		15,875			6,477
Proceeds from maturities of securities available-for-sale		44,651			47,719
Purchases of securities available-for-sale		(8,972	)		(1,063	)
Purchase of securities held-to-maturity		(21	)		(17	)
Net decrease in loans		22,419			14,508
Purchases of premises and equipment		(2,595	)		(1,908	)
Proceeds from sales of other real property owned		182			767
Proceeds from bank owned life insurance death benefit		—			976
Net cash used in acquisition		—			(10,041	)
Net cash provided by investing activities		69,264			57,173
Cash flows from financing activities:
Net decrease in deposits		(7,880	)		(37,416	)
Decrease in repurchase agreements		(7,766	)		(12,244	)
Proceeds from FHLB advances		75,000			160,000
Repayment of FHLB advances		(75,000	)		(175,000	)
Repayment of subordinated debenture		(3,865	)		—
Proceeds from issuance of common stock		586			549
Purchase of treasury stock		—			(5	)
Dividends paid on common stock		(10,943	)		(9,395	)
Net cash used in financing activities		(29,868	)		(73,511	)
Increase in cash and cash equivalents		92,416			21,820
Cash and cash equivalents at beginning of period		143,064			152,433
Cash and cash equivalents at end of period	$	235,480		$	174,253


	Unrealized Losses on Securities
June 30, 2024
Net unrealized losses on securities available-for-sale	$	(200,459	)
Tax benefit		53,461
Balance at June 30, 2024	$	(146,998	)

December 31, 2023
Net unrealized losses on securities available-for-sale	$	(192,149	)
Tax benefit		55,722
Balance at December 31, 2023	$	(136,427	)


	Amounts Reclassified from Other Comprehensive Income (Loss)
	Three months ended						Six months ended
	June 30,						June 30,
	2024			2023			2024			2023			Affected Line Item in the Statements of Income
Realized gain (loss) on available-for-sale securities	$	(156	)	$	(6	)	$	(156	)	$	(52	)	Securities (loss) gain, net
Tax effect		43			1			43			14		Income taxes
Total reclassifications out of accumulated other comprehensive income (loss)	$	(113	)	$	(5	)	$	(113	)	$	(38	)	Net reclassified amount


	June 30, 2024				December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Goodwill not subject to amortization	$	200,221	$	3,760	$	200,221	$	3,760
Intangibles from branch acquisition		3,015		3,015		3,015		3,015
Core deposit intangibles		79,945		39,995		79,945		34,966
Other intangibles		26,552		11,776		26,552		10,620
	$	309,733	$	58,546	$	309,733	$	52,361


Unallocated purchase price				$	26,955
Less purchase accounting adjustments:
Fair value of securities	$	(25,521	)
Fair value of loans, net		(43,477	)
Fair value of premises and equipment		(3,856	)
Fair value of time deposits		2,311
Fair value of subordinated and jr subordinated debentures		3,707
Increase in core deposit intangible		33,731
Increase in mortgage servicing rights		3,344
Other assets		6,619
					(23,142	)
				$	50,097


Unallocated purchase price				$	10,145
Less purchase accounting adjustments:
Insurance Company intangible	$	5,770
Other liabilities		(1,576	)
					4,194
				$	5,951


Aggregate amortization expense:
For period 01/01/24 - 06/30/24	$	6,837
Estimated amortization expense:
For period 07/01/24 - 12/31/24		6,472
For year ended 12/31/25		11,989
For year ended 12/31/26		10,402
For year ended 12/31/27		9,182
For year ended 12/31/28		8,014


	June 30, 2024		December 31, 2023
US Treasury securities and obligations of U.S. government corporations and agencies	$	60,711	$	46,544
Mortgage-backed securities: GSE: residential		145,244		167,177
Total	$	205,955	$	213,721


Advance		Term (in years)	Interest Rate	Maturity Date
	25,000,000	2.0	4.59%	November 8, 2024
	10,000,000	5.0	1.45%	December 31, 2024
	5,000,000	5.0	0.91%	March 10, 2025
	3,605,826	10.0	2.64%	December 23, 2025
	25,000,000	3.0	4.40%	June 15, 2026
	25,000,000	3.0	4.37%	May 10, 2027
	25,000,000	3.0	4.32%	May 17, 2027
	50,000,000	4.0	3.49%	December 8, 2027
	25,000,000	5.0	3.82%	June 29, 2028
	25,000,000	5.0	3.95%	June 29, 2028
	25,000,000	5.0	3.93%	June 27, 2029
	5,000,000	10.0	1.15%	October 3, 2029
	5,000,000	10.0	1.12%	October 3, 2029
	10,000,000	10.0	1.39%	December 31, 2029


(In thousands, except shares)
Common stock issued (3,290,222 shares)	$	93,508
Cash consideration		2
Purchase price	$	93,510


(In thousands)
Unpaid principal balance	$	115,250
PCD allowance for credit losses at acquisition		(3,791	)
Non-credit discount on acquired loans		(5,476	)
Fair value of PCD loans	$	105,983


Year ending December 31,
2024	$	1,851
2025		2,980
2026		2,812
2027		2,598
2028		2,015
Thereafter		4,887
Total lease payments		17,143
Less imputed interest		(1,857	)
Total lease liability	$	15,286


	June 30, 2024		June 30, 2023
Operating cash flows from operating leases	$	1,672	$	1,577


	Balance Sheet Location	Weighted Average Remaining Maturity (Years)	Notional Amount		Estimated Value
June 30, 2024
Fair value hedges:
Interest rate swap agreements	Other liabilities	4.8	$	12,728	$	(2,331	)

December 31, 2023
Fair value hedges:
Interest rate swap agreements	Other liabilities	5.3	$	12,976	$	(2,217	)


Line Item in the Balance Sheet in Which the Hedge Item is Included	Carrying Amount of the Hedged Asset		Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Asset
Loans	$	11,605	$	(1,124	)


	Six months ended						Year ended
	June 30, 2024			June 30, 2023			December 31, 2023
Return on average assets		1.06	%		1.07	%		0.97	%
Return on average common equity		10.14	%		11.07	%		10.10	%
Average equity to average assets		10.44	%		9.66	%		9.61	%


	Change in Net Income
	2024 versus 2023
	Three months ended			Six months ended
	June 30, 2024			June 30, 2024
Net interest income	$	14,398		$	26,677
Provision for credit losses		(625	)		(1,085	)
Other income, including securities transactions		2,936			4,935
Other expenses		(11,349	)		(23,134	)
Income taxes		(2,182	)		(2,892	)
Increase in net income	$	3,178		$	4,501


	Three months ended June 30, 2024								Three months ended June 30, 2023
	Average					Average			Average					Average
	Balance			Interest		Rate			Balance			Interest		Rate
Assets
Interest-bearing deposits with other financial institutions	$	127,962		$	1,667		5.24	%	$	35,093		$	456		5.21	%
Federal funds sold		23			8		139.89	%		8,025			98		4.90	%
Certificates of deposit		3,745			43		4.62	%		1,715			14		3.27	%
Investment securities:
Taxable		883,503			5,417		2.45	%		950,755			5,270		2.22	%
Tax-exempt (1)		271,488			2,516		3.71	%		276,719			2,434		3.52	%
Loans net of unearned income (TE) (2)		5,529,211			79,628		5.79	%		4,777,319			58,602		4.92	%
Total earning assets		6,815,932			89,279		5.27	%		6,049,626			66,874		4.43	%
Cash and due from banks		95,891								135,574
Premises and equipment		101,562								89,974
Other assets		606,493								464,899
Allowance for credit losses		(67,929	)							(58,617	)
Total assets	$	7,551,949							$	6,681,456
Liabilities and stockholders' equity
Interest-bearing deposits
Demand deposits	$	3,021,299		$	17,286		2.30	%	$	2,318,119		$	9,467		1.64	%
Savings deposits		688,057			185		0.11	%		619,426			168		0.11	%
Time deposits		977,265			8,867		3.65	%		983,323			6,945		2.83	%
Total interest-bearing deposits		4,686,621			26,338		2.26	%		3,920,868			16,580		1.70	%
Securities sold under agreements to repurchase		205,711			1,615		3.16	%		226,734			1,723		3.05	%
FHLB advances		249,187			2,248		3.63	%		486,920			4,084		3.36	%
Federal funds purchased		—			—		—	%		—			—		0.00	%
Subordinated Debt		106,033			1,180		4.48	%		94,606			988		4.19	%
Junior subordinated debt		24,140			537		8.95	%		19,427			390		8.05	%
Total borrowings		585,071			5,580		3.84	%		827,687			7,185		3.48	%
Total interest-bearing liabilities		5,271,692			31,918		2.44	%		4,748,555			23,765		2.01	%
Non interest-bearing demand deposits		1,439,414					1.91	%		1,228,395					1.59	%
Other liabilities		44,595								46,163
Stockholders' equity		796,248								658,343
Total liabilities and equity	$	7,551,949							$	6,681,456
Net interest income				$	57,361							$	43,109
Net interest spread							2.83	%							2.42	%
Impact of non interest-bearing funds							0.53	%							0.42	%
TE net yield on interest-bearing assets							3.36	%							2.84	%


	Three months ended June 30, 2024 compared to 2023 Increase/(Decrease)								Six months ended June 30, 2024 compared to 2023 Increase/(Decrease)
	Total								Total
	Change			Volume (1)			Rate (1)		Change			Volume (1)			Rate (1)
Earning assets:
Interest-bearing deposits	$	1,211		$	1,208		$	3	$	3,409		$	3,387		$	22
Federal funds sold		(90	)		(760	)		670		(158	)		(422	)		264
Certificates of deposit investments		29			22			7		35			18			17
Investment securities:
Taxable		147			(1,715	)		1,862		454			(1,504	)		1,958
Tax-exempt (2)		82			(47	)		129		46			(59	)		105
Loans (2) (3)		21,026			9,901			11,125		42,481			19,608			22,873
Total interest income	$	22,405		$	8,609		$	13,796	$	46,267		$	21,028		$	25,239
Interest-bearing liabilities:
Interest-bearing deposits
Demand deposits	$	7,819		$	3,360		$	4,459	$	14,776		$	5,720		$	9,056
Savings deposits		17			17			—		4			71			(67	)
Time deposits		1,922			(295	)		2,217		8,307			2,161			6,146
Securities sold under agreements to repurchase		(108	)		(436	)		328		485			92			393
FHLB advances		(1,836	)		(3,835	)		1,999		(4,396	)		(5,064	)		668
Federal funds purchased		—			—			1		(9	)		(5	)		(4	)
Subordinated debt		192			122			70		399			260			139
Junior subordinated debentures		147			101			46		310			204			106
Total interest expense		8,153			(966	)		9,120		19,876			3,439			16,437
Net interest income	$	14,252		$	9,575		$	4,676	$	26,391		$	17,589		$	8,802


	Three months ended June 30,												Six months ended June 30,
	2024			2023			$ Change			% Change			2024			2023			$ Change			% Change
Wealth management revenues	$	5,405		$	5,341		$	64			1.2	%	$	10,727		$	10,855		$	(128	)		-1.2	%
Insurance commissions		6,531			5,737			794			13.8	%		15,744			14,217			1,527			10.7	%
Service charges		3,227			2,386			841			35.2	%		6,183			4,589			1,594			34.7	%
Security gains (losses), net		(156	)		(6	)		(150	)		2500.0	%		(156	)		(52	)		(104	)		200.0	%
Mortgage banking revenue, net		1,038			332			706			212.7	%		1,744			482			1,262			261.8	%
ATM/debit card revenue		4,281			3,265			1,016			31.1	%		8,336			6,348			1,988			31.3	%
Bank owned life insurance		1,192			1,189			3			0.3	%		2,313			2,830			(517	)		-18.3	%
Other		904			1,242			(338	)		-27.2	%		2,009			2,696			(687	)		-25.5	%
Total other income	$	22,422		$	19,486		$	2,936			15.1	%	$	46,900		$	41,965		$	4,935			11.8	%


					Average Credit Rating of Fair Value at June 30, 2024 (1)
	Amortized Cost		Estimated Fair Value		AAA		AA +/-		A +/-		BBB +/-		< BBB -		Not rated
Available-for-sale:
U.S. Treasury securities and obligations of U.S. government corporations and agencies	$	224,831	$	199,582	$	26,033	$	173,549	$	—	$	—	$	—	$	—
Obligations of state and political subdivisions		334,386		277,066		36,051		193,360		45,536		—		—		2,119
Mortgage-backed securities (2)		684,817		571,054		—		—		—		—		—		571,054
Other securities		67,075		62,948		3,107		6,307		17,661		3,439		—		32,434
Total available-for-sale	$	1,311,109	$	1,110,650	$	65,191	$	373,216	$	63,197	$	3,439	$	—	$	605,607
Held-to-maturity:
Other securities		2,277		2,277		—		—		—		—		—		2,277
Total held-to-maturity	$	2,277	$	2,277	$	—	$	—	$	—	$	—	$	—	$	2,277
Equity securities:
Federal Agricultural Mtg Corp		85		434		—		—		—		—		—		434
Midwest Independent BankersBank		150		203		—		—		—		—		—		203
Equalize Community Development Fund		3,621		3,621		—		—		—		—		—		3,621
Total equity securities	$	3,856	$	4,258	$	—	$	—	$	—	$	—	$	—	$	4,258


	June 30, 2024					December 31, 2023
	Principal balance		% Outstanding Loans			Principal balance		% Outstanding Loans
Other grain farming	$	490,232		8.82	%	$	472,456		8.47	%
Lessors of non-residential buildings		1,067,550		19.20	%		1,086,152		19.46	%
Lessors of residential buildings and dwellings		562,260		10.11	%		541,858		9.71	%
Hotels and motels		223,067		4.01	%		215,386		3.86	%


	Maturity (1)
	One year or less (2)		Over 1 through 5 years		Over 5 years		Total
Construction and land development	$	40,912	$	49,968	$	104,509	$	195,389
Agricultural real estate		26,255		131,374		229,386		387,015
1-4 family residential properties		26,043		105,577		375,897		507,517
Multifamily residential properties		36,481		234,740		63,225		334,446
Commercial real estate		200,582		1,415,947		790,426		2,406,955
Loans secured by real estate		330,273		1,937,606		1,563,443		3,831,322
Agricultural loans		163,360		48,382		2,255		213,997
Commercial and industrial loans		377,849		625,685		265,112		1,268,646
Consumer loans		2,955		64,992		2,894		70,841
All other loans		25,733		22,074		128,004		175,811
Total loans	$	900,170	$	2,698,739	$	1,961,708	$	5,560,617


	June 30, 2024			December 31, 2023
Nonaccrual loans	$	17,854		$	18,832
Modified loans which are performing in accordance with revised terms		1,225			1,296
Total nonperforming loans		19,079			20,128
Repossessed assets		1,478			1,164
Total nonperforming loans and repossessed assets	$	20,557		$	21,292
Nonperforming loans to loans, before allowance for credit losses		0.34	%		0.36	%
Nonperforming loans and repossessed assets to loans, before allowance for credit losses		0.37	%		0.38	%


	Six months ended June 30, 2024					Six months ended June 30, 2023					Year ended December 31, 2023
	Average Balance		Weighted Average Rate			Average Balance		Weighted Average Rate			Average Balance		Weighted Average Rate
Demand deposits:
Non-interest-bearing	$	1,403,606	—%			$	1,248,710	—%			$	1,312,023	—%
Interest-bearing		3,029,068		2.25	%		2,410,582		1.60	%		2,618,452		1.83	%
Savings		697,953		0.10	%		629,829		0.11	%		663,760		0.11	%
Time deposits		1,002,655		3.64	%		842,110		2.36	%		961,162		2.98	%
Total average deposits	$	6,133,282		1.72	%	$	5,131,231		1.16	%	$	5,555,397		1.40	%


	June 30, 2024		December 31, 2023
3 months or less	$	160,053	$	183,619
Over 3 through 6 months		285,205		231,187
Over 6 through 12 months		155,223		170,641
Over 12 months		81,575		117,657
Total	$	682,056	$	703,104


	Rate Sensitive Within
	1 years			1-2 years			2-3 years			3-4 years			4-5 years			Thereafter			Total		Fair Value
Interest-earning assets:
Federal funds sold and other interest-bearing deposits	$	131,027		$	—		$	—		$	—		$	—		$	—		$	131,027	$	131,027
Certificates of deposit investments		2,205			1,540			—			—			—			—			3,745		3,745
Taxable investment securities		113,917			95,492			85,166			131,466			161,629			199,579			787,249		787,249
Nontaxable investment securities		8,196			1,830			11,871			5,330			14,216			288,493			329,936		329,936
Loans		2,430,780			951,498			1,014,578			557,196			252,544			354,021			5,560,617		5,219,573
Total	$	2,686,125		$	1,050,360		$	1,111,615		$	693,992		$	428,389		$	842,093		$	6,812,574	$	6,471,530
Interest-bearing liabilities:
Savings and NOW accounts	$	84,504		$	—		$	—		$	—		$	—		$	2,498,870		$	2,583,374	$	2,583,374
Money market accounts		1,127,699			—			—			—			—			—			1,127,699		1,127,699
Other time deposits		881,366			54,310			21,342			46,392			6,615			1,345			1,011,370		935,228
Short-term borrowings/debt		205,955			—			—			—			—			—			205,955		205,955
Long-term borrowings/debt		164,169			125,953			50,000			—			25,000			25,811			390,933		383,885
Total	$	2,463,693		$	180,263		$	71,342		$	46,392		$	31,615		$	2,526,026		$	5,319,331	$	5,236,141
Rate sensitive assets – rate sensitive liabilities	$	222,432		$	870,097		$	1,040,273		$	647,600		$	396,774		$	(1,683,933	)	$	1,493,243
Cumulative GAP		222,432			1,092,529			2,132,802			2,780,402			3,177,176			1,493,243
Cumulative amounts as % of total Rate sensitive assets		3.3	%		12.8	%		15.3	%		9.5	%		5.8	%		-24.7	%
Cumulative Ratio		3.3	%		16.0	%		31.3	%		40.8	%		46.6	%		21.9	%


	Actual					Required Minimum For Capital Adequacy Purposes			To Be Well-Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio	Amount		Ratio
June 30, 2024
Total capital (to risk-weighted assets)
Company	$	925,512		15.46	%	$	628,710	> 10.50%	N/A		N/A
First Mid Bank		871,011		14.59	%		626,728	> 10.50%	$	596,884	> 10.00%

Tier 1 capital (to risk-weighted assets)
Company		757,202		12.65	%		508,956	> 8.50%	N/A		N/A
First Mid Bank		805,730		13.50	%		507,351	> 8.50%		477,507	> 8.00%

Common equity tier 1 capital (to risk-weighted assets)
Company		733,033		12.24	%		419,140	> 7.00%	N/A		N/A
First Mid Bank		805,730		13.50	%		417,819	> 7.00%		387,974	> 6.50%

Tier 1 capital (to average assets)
Company		757,202		10.04	%		301,569	> 4.00%	N/A		N/A
First Mid Bank		805,730		10.74	%		300,215	> 4.00%		375,269	> 5.00%


December 31, 2023
Total capital (to risk-weighted assets)
Company	$	894,259		14.84	%	$	632,724	>10.50%	N/A		N/A
First Mid Bank		854,235		14.22	%		630,581	>10.50%	$	600,553	> 10.00%
Tier 1 capital (to risk-weighted assets)
Company		724,186		12.02	%		512,205	> 8.50%	N/A		N/A
First Mid Bank		790,917		13.17	%		510,470	> 8.50%		480,443	> 8.00%
Common equity tier 1 capital (to risk-weighted assets)
Company		700,128		11.62	%		421,816	> 7.00%	N/A		N/A
First Mid Bank		790,917		13.17	%		420,387	> 7.00%		390,360	> 6.50%
Tier 1 capital (to average assets)
Company		724,186		9.33	%		310,587	> 4.00%	N/A		N/A
First Mid Bank		790,917		10.23	%		309,151	> 4.00%		386,439	> 5.00%


			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Time deposits	$	1,007,999	$	877,995	$	75,652	$	53,007	$	1,345
Debt		127,198		—		4,048		—		123,150
Other borrowing		469,690		245,956		78,734		125,000		20,000
Operating leases		17,143		3,216		5,595		4,152		4,180
Supplemental retirement		1,928		50		250		300		1,328
	$	1,623,958	$	1,127,217	$	164,279	$	182,459	$	150,003