{"url_path":"/sec/fmbh/8-k/2026-07-15/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/700565/0001171843-26-004658-index.html","accession_number":"0001171843-26-004658","cik":"0000700565","ticker":"FMBH","issuer_name":"FIRST MID BANCSHARES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/700565/0001171843-26-004658-index.html","primary_entity_key":"0000700565","primary_entity_name":"FIRST MID BANCSHARES, INC."},"word_count":2094,"has_tables":true,"body_markdown":"EX-10.1\n2\nexh_101.htm\nEXHIBIT 10.1\n\n**Exhibit 10.1**\n\n**PROMISSORY NOTE**\n\n**Borrower:**\n**First Mid Bancshares, Inc.**\n\n**Lender:**\n**Bankers' Bank**\n\n**1421 Charleston Avenue**\n\n**7700 Mineral Point Road**\n\n**Mattoon, IL 61938**\n\n**Madison, WI 53717**\n\nPrincipal Amount: $19,709,626.03\nDate of Note: July 10, 2026\n\n**PROMISE\nTO PAY****. First Mid Bancshares, Inc. (\"Borrower\")\npromises to pay to Bankers' Bank (\"Lender\"), or order, in lawful money of the United States of America, the principal amount\nof Nineteen Million Seven Hundred Nine Thousand Six Hundred Twenty-six & 03/100 Dollars ($19,709,626.03), together with interest on\nthe unpaid principal balance from July 1, 2026, calculated as described in the \"INTEREST CALCULATION METHOD\" paragraph using\nan interest rate of 6.125% per annum based on a year of 360 days, until paid in full. The interest rate may change under the terms and\nconditions of the \"INTEREST AFTER DEFAULT\" section.**\n\n**PAYMENT****. Borrower\nwill pay this loan in 38 regular payments of $161,204.52 each and one irregular last payment estimated at $17,313,274.55.\nBorrower's first payment is due July 28, 2026, and all subsequent payments are due on the same day of each month after that.\nBorrower's final payment will be due on September 28, 2029, and will be for all principal and all accrued interest not yet paid.\nPayments include principal and interest. The payment amounts are based on an amortization over 194 monthly payments. Unless\notherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal;\nand then to any late charges. Borrower will pay Lender at\nLender's address shown above or at such other place as Lender may designate in writing. All\npayments must be made in U.S. dollars and must be received by Lender consistent with any written payment instructions provided by\nLender. If a payment is made consistent with Lender's payment instructions but received after 3:00 PM Central Standard Time, Lender\nwill credit Borrower's payment on the next business day.**\n\n**INTEREST\nCALCULATION METHOD****. Interest**\non **this Note is**computed on **a 365/360 basis; that is, by** applying **the ratio of the interest rate over a year of 360 days,**multiplied **by the**outstanding principal balance, multiplied **by the actual**number **of days the**principal **balance\nis outstanding. All interest**payable under **this Note is**computed using **this method.**\n\n**PREPAYMENT.**\nBorrower may pay without penalty all or a portion of the amount owed earlier than it is due.\nEarly payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation\nto continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in\nBorrower's making fewer payments. Borrower agrees not to send\nLender payments marked \"paid in full\", \"without recourse\", or similar language. If Borrower sends such a payment,\nLender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount\nowed to Lender. **All written communications concerning disputed\namounts, including any check or other payment instrument that indicates that the payment constitutes \"payment** in **full\"\nof the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed\nor delivered to: Bankers' Bank, 7700 Mineral Point Road Madison, WI 53717.**\n\n**LATE\nCHARGE.** If a payment is not made on or before the 10th day after its due date, Borrower will be charged\n**1.500% of the regularly scheduled payment.**\n\n**INTEREST\nAFTER DEFAULT.** Upon default, including failure to pay upon final maturity, the interest rate on\nthis Note shall be increased to 12.000% per annum based on a year of 360 days. However, in no event will the interest rate exceed the\nmaximum interest rate limitations under applicable law.\n\n**DEFAULT.**\nEach of the following shall constitute an event of default (\"Event of Default\") under this Note:\n\n**Payment Default.** Borrower\nfails to make any payment when due under this Note.\n\n**Other\nDefaults.** Borrower fails to comply with or to perform any other term, obligation, covenant or\ncondition contained in this Note or in any of the related documents\nor to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.\n\n**Default**in **Favor of Third Parties.** Borrower or any Grantor defaults under\nany loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor\nor person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations\nunder this Note or any of the related documents.\n\n**False\nStatements.** Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under\nthis Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes\nfalse or misleading at any time thereafter.\n\n**Insolvency.**\nThe dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver\nfor any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of\nany proceeding under any bankruptcy or insolvency laws by or against Borrower.\n\n**Creditor\nor Forfeiture Proceedings.** Commencement of foreclosure or forfeiture proceedings, whether by judicial\nproceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral\nsecuring the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender.\nHowever, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity\nor reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice\nof the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in\nan amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.\n\n**Change\nIn Ownership.** Any change in ownership of thirty percent (30%) or more of the common stock of Borrower, unless consented to\nby Lender. Notwithstanding the foregoing, a merger, consolidation, or reorganization shall not constitute a Change in Ownership if immediately\nafter such transaction the existing shareholders of Borrower beneficially own at least fifty percent (50%) of the voting equity of the\nsurviving entity.\n\n**Adverse\nChange.** A material adverse change occurs in Borrower’s financial condition, or Lender believes\nthe prospect of payment or performance of this Note is impaired. For purposes of this Agreement, the\nconsummation of any merger, consolidation, or similar transaction permitted under this Agreement shall not constitute a material adverse\nchange or a default hereunder.\n\n**Events\nAffecting Guarantor.** Any of the preceding events occurs with respect to any guarantor, endorser,\nsurety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent,\nor revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.\n\n**PROMISSORY NOTE**\n\nLoan No: 1018510\n(Continued)\nPage 2\n\n**UNCONDITIONALLY\nCANCELABLE.** The Lender shall have an unconditional right to cancel the undrawn, unavailed, or unused portion of the Note at\nany time during the subsistence of the Note, without any prior notice to the Borrower, for any reason whatsoever.\n\n**LENDER'S\nRIGHTS.** Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest\nimmediately due, and then Borrower will pay that amount.\n\n**ATTORNEYS'\nFEES; EXPENSES.** Lender may hire or pay someone else to help collect this Note if Borrower does\nnot pay. Borrower will pay Lender that amount. This includes,\nsubject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including\nattorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals.\nIf not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums\nprovided by law.\n\n**JURY\nWAIVER. Lender and Borrower hereby waive the right to any jury trial** in **any action, proceeding, or counterclaim brought by either\nLender or Borrower against the other.**\n\nGOVERNING **LAW.**\nThis Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of **the\nState of Wisconsin without regard to its conflicts of law provisions. This Note has been accepted by Lender** in **the State of Wisconsin.**\n\n**CHOICE\nOF VENUE.** If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction\nof the courts of Dane County, State of Wisconsin.\n\n**DISHONORED\nITEM FEE.** Borrower will pay a fee to Lender of $25.00\nif Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored.\n\n**RIGHT\nOF SETOFF.** To the extent permitted by applicable law, Lender reserves a right of setoff in all\nBorrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly\nwith someone else and all accounts Borrower may open in the future. However,\nthis does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law.\nBorrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing\non the debt against any and all such accounts.\n\n**COLLATERAL.**\nBorrower acknowledges this Note is secured by a Negative Pledge and Negative Assignment Agreement dated July 10, 2026 made and executed\nbetween Borrower and Lender on collateral described as 100% of the outstanding shares of First Mid Bank & Trust, National Association\n\n**APPLICATION OF ADVANCE\nREQUESTS.**Advance requests received after 3:00 PM Central\nStandard Time will be processed the next business day.\n\n**REFERENCE\nTO LOAN AGREEMENT.**Please refer to separate \"Business\nLoan Agreement\" from Lender to Borrower, whether future or existing, for additional provisions.\n\n**PRIOR NOTE.** This\nNote renews and does not satisfy or discharge a Note Borrower executed to Lender dated September 28, 2022.\n\n**SUCCESSOR\nINTERESTS****.** The\nterms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall\ninure to the benefit of Lender and its successors and assigns.\n\n**NOTIFY US OF INACCURATE INFORMATION WE REPORT TO\nCONSUMER REPORTING AGENCIES.** Borrower may notify Lender if Lender reports\nany inaccurate information about Borrower's account(s) to a consumer reporting agency. Borrower's\nwritten notice describing the specific inaccuracy(ies) should be sent to Lender at the following address: Bankers' Bank 7700 Mineral\nPoint Road Madison, WI 53717.\n\n**ADVANCE\nAUTHORITY.** The following person or persons are authorized to request advances and authorize payments\nunder the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such authority:\n**Mike Taylor, Aaron Holt or Jordan Reed****.**\n\n**GENERAL\nPROVISIONS.** This Note benefits Lender and its successors and assigns, and binds Borrower and Borrower's\nheirs, successors, assigns, and representatives. If any part of this Note cannot be enforced, this fact will not affect the rest of the\nNote. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them.\nBorrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law,\nwaive presentment, demand for payment, and notice of dishonor. Upon\nany change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker,\nguarantor, accommodation maker or endorser, shall be released from liability. All\nsuch parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor\nor collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed\nnecessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the\nconsent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and\nseveral.\n\n**PRIOR TO SIGNING\nTHIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.**\n\n**BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED\nCOPY OF THIS PROMISSORY NOTE.**\n\n** **\n\n**BORROWER:**\n\n** **\n\n** **\n\n**FIRST MID BANCSHARES,****INC.**\n\n** **\n\n** **\n\n**By:**\n**/s/ Matthew K. Smith**\n\n**Matthew K. Smith, Chief Executive Officer**\n\n**and President\nof First Mid Bancshares,****Inc.**\n\n****\n\n** **\n\n** **\n\n** **\n\nLaserPro, Ver. 25.1.20.003 Copr.\nFinastra USA Corporation 1997, 2026.\nAll Rights Reserved. -WI C:\\CFIILPL\\020.FC TR-1047 PR-3"}