fmbh-s8.htm


As filed with the Securities and Exchange Commission on June 3, 2021
	Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

Registration Statement
under
The Securities Act of 1933

FIRST MID BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		37-1103704 (I.R.S. employer identification no.)
1421 Charleston Avenue Mattoon, Illinois 61938 (Address of principal executive offices, including zip code)
FIRST MID BANCSHARES, INC. 2017 STOCK INCENTIVE PLAN (Full title of the plan) Joseph R. Dively Chairman, President and Chief Executive Officer First Mid Bancshares, Inc. 1421 Charleston Avenue Mattoon, Illinois 61938 (Name and address of agent for service) (217) 234-7454 (Telephone number, including area code, of agent for service) With a copy to: Lauralyn G. Bengel Schiff Hardin LLP 233 South Wacker Drive Suite 7100 Chicago, Illinois 60606 (312) 258-5670
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a 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.

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

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 7(a)(2)(B) of the Securities Act.☐


CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered	Amount to be registered	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, $4.00 par value per share (1)	250,000	$43.73	$10,932,500.00	$1,192.74
(1)Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of the Registrant’s outstanding shares of Common Stock. (2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of $43.73 per share, the average of the high and low sales prices of the Common Stock reported on the NASDAQ Global Market on May 28, 2021.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E
OF FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”

The contents of the Registration Statement on Form S-8 (File No. 333-218691), filed by the Registrant with the Securities and Exchange Commission on June 13, 2017, registering 149,983 shares of its common stock, $4.00 par value per share, issuable under the Plan, is hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

All information required in the Registration Statement (other than the exhibits and the signature page) is set forth in the Registration Statement on Form S-8 (File No. 333-218691), as described above, and is incorporated herein by reference.

Item 8. Exhibits.

The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement.


Exhibit Number	Exhibit
3.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2019).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2019).
4	First Mid Bancshares, Inc. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2021).
5	Opinion of Schiff Hardin LLP.
23.1	Consent of BKD, LLP.
23.2	Consent of Schiff Hardin LLP (contained in the Opinion filed as Exhibit 5).
24	Power of Attorney (set forth on the signature page).

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mattoon, State of Illinois, on this 3^rd day of June, 2021.


	FIRST MID BANCSHARES, INC.
	By:	/s/ Joseph R. Dively
	Joseph R. Dively Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of First Mid Bancshares, Inc., a Delaware corporation, hereby constitutes and appoints Joseph R. Dively and Matthew K. Smith, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed effective June 3, 2021 by the following persons in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Joseph R. Dively Joseph R. Dively	Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director	June 3, 2021
/s/ Matthew K. Smith Matthew K. Smith	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 3, 2021
/s/ Holly B. Adams Holly B. Adams	Director	June 3, 2021
/s/ Robert S. Cook Robert S. Cook	Director	June 3, 2021
/s/ Steven L. Grissom Steven L. Grissom	Director	June 3, 2021
/s/ Zachary I. Horn Zachary I. Horn	Director	June 3, 2021
/s/ J. Kyle McCurry J. Kyle McCurry	Director	June 3, 2021
/s/ Ray A. Sparks Ray A. Sparks	Director	June 3, 2021
/s/ Mary J. Westerhold Mary J. Westerhold	Director	June 3, 2021
/s/ James E. Zimmer James E. Zimmer	Director	June 3, 2021