Annual Report of Employee Stock Plans (11-k)
12 Abril 2023 - 12:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
| | For the fiscal year ended December 31, 2022 |
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
| | For the transition period from _____________ to ______________ |
Commission file number: 0-13368 |
|
|
FIRST MID BANCSHARES, INC. |
EMPLOYEE STOCK PURCHASE PLAN |
(Full Title of Plan) |
|
|
FIRST MID BANCSHARES, INC. |
1421 Charleston Avenue |
P.O. Box 499 |
Mattoon, Illinois 61938 |
(Name of Issuer of the Securities Held Pursuant to the Plan |
and the Address of the Principal Executive Office) |
First Mid Bancshares, Inc.
Employee Stock Purchase
Plan
December 31, 2022 and 2021
Contents
Report of Independent Registered Public Accounting
Firm
Audit Committee, Plan Management and the Plan Participants
First Mid Bancshares, Inc. Employee Stock Purchase Plan
Mattoon, Illinois
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition
of the First Mid Bancshares, Inc. Employee Stock Purchase Plan (“Plan”) as of December 31, 2022 and 2021, the related statements
of income and changes in plan equity for the years then ended, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
condition of First Mid Bancshares, Inc. Employee Stock Purchase Plan as of December 31, 2022 and 2021, and the results of its operations
for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/sig/ FORVIS,
LLP
We have served as the Plan’s auditor since 2023.
Decatur, Illinois
April 12, 2023
First Mid Bancshares, Inc.
Employee Stock Purchase
Plan
Statements of Financial Condition
December 31, 2022 and 2021
Year Ended December 31, | |
2022 | | |
2021 | |
| |
| | |
| |
Assets | |
| | | |
| | |
| |
| | | |
| | |
Plan cash held in Trust | |
$ | 255,912 | | |
$ | 143,791 | |
Total assets | |
| 255,912 | | |
| 143,791 | |
| |
| | | |
| | |
Liabilities and plan equity | |
| | | |
| | |
Payable to broker for stock purchases | |
| 221,177 | | |
| 128,896 | |
Payable to participants | |
| 34,735 | | |
| 14,895 | |
Plan equity | |
| 0 | | |
| 0 | |
Total liabilities and plan equity | |
$ | 255,912 | | |
$ | 143,791 | |
See Notes to Financial Statements
First Mid Bancshares, Inc.
Employee Stock Purchase
Plan
Statements of Income and Changes
in Plan Equity
Years Ended December 31, 2022
and 2021
Year Ended December 31, | |
2022 | | |
2021 | |
| |
| | |
| |
Additions | |
| | | |
| | |
| |
| | | |
| | |
Employee contributions, net of withdrawals | |
$ | 804,956 | | |
$ | 442,274 | |
Total additions | |
| 804,956 | | |
| 442,274 | |
| |
| | | |
| | |
Deductions | |
| | | |
| | |
Cost of shares purchased | |
| 805,214 | | |
| 439,876 | |
Participants cash added (subtracted) to Trust | |
| (258 | ) | |
| 2,398 | |
Total deductions | |
| 804,956 | | |
| 442,274 | |
Changes in plan equity | |
| 0 | | |
| 0 | |
Plan equity, beginning of year | |
| 0 | | |
| 0 | |
Plan equity, end of year | |
$ | 0 | | |
$ | 0 | |
See Notes to Financial Statements
Notes to Financial Statements
Note 1: Description of the Plan and Accounting
Accounting Principles
The financial statements and accompanying notes are prepared in accordance
with accounting principles generally accepted in the United States of America.
General
The following description of the First Mid Bancshares, Inc. Employee
Stock Purchase Plan (“Plan”) (formerly First Mid-Illinois Bancshares, Inc. Employee Stock Purchase Plan) provides only general
information. Participants should refer to the Plan Document for a more complete description of the Plan’s provisions. The Plan was
approved by the Board of Directors of First Mid Bancshares, Inc. (“Company”) on January 23, 2018 subject to approval of the
Company’s stockholders. The Plan was approved by stockholders at the Annual Meeting of Stockholders of the Company on April 25,
2018. On April 27, 2018, the Company filed a Form S-8 Registration Statement under The Securities Act of 1933 with respect to the Plan.
The Plan 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 discount through payroll deductions. The
discount was 5% for the Plan year 2021. Effective January 1, 2022, the Plan document was amended to increase the discount to 15%. The
Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. A maximum of 600,000 shares
are available for purchase under the Plan.
Plan Administration
The Plan is administered by a committee consisting of the Board of
Directors, or if the Board so delegates, a sub-committee of the Board, the 401(k) Oversight Committee (“Committee”). The Committee
has full authority to interpret the Plan, adopt rules and regulations pertaining to the Plan and make all other determinations necessary
to administer the Plan.
Participant accounts are held at E*TRADE after the shares are purchased.
Eligibility
All employees
of the Company and its subsidiaries are eligible to participate in the Plan after 90 days of employment.
Share Purchases
To participate in the Plan, an eligible employee must complete an enrollment
form. Participation is effective as of the first day of the next calendar quarter that begins after the enrollment form is submitted (provided
that if the form is not delivered at least 10 days prior to the beginning of such calendar quarter, participation will be effective as
of the next following calendar quarter). The participant’s enrollment form must authorize a payroll deduction from each payroll
in a whole dollar amount (subject to a minimum of $5.00 per pay period). No interest accrues on the participant’s payroll deductions.
On the last business day of each calendar quarter, the accumulated
payroll deductions of each participant is used to purchase whole shares of common stock. The purchase price of the share is 85% for 2022
and 95% for 2021 of the closing price of the common stock on the NASDAQ Stock Market, on either the first day of the quarterly purchase
period or the last business day of the quarterly purchase period, whichever is less. Any cash remaining is held in a Trust to be used
towards the next quarterly purchase.
Shares purchased for each participant are allocated to the participant’s
Plan account. (Dividends paid on shares held under the Plan will not be reinvested in the Plan. They are paid to each participant in cash
unless the participant enrolls in the Company’s Dividend Reinvestment Plan.) A participant may at any time request a distribution
of shares held in his or her Plan account at E*TRADE.
Termination of Participation
A participant must give written notice to terminate Plan participation.
If notice is given at least 10 business days prior to the quarterly stock purchase date, no further payroll deductions will occur. If
notice is given less than 10 days prior to the quarterly stock purchase date, payroll deductions will continue until the next following
quarterly stock purchase date. Any payroll deduction amounts remaining in the participant’s account after the effective date of
Plan withdrawal will be returned to the participant. If a participant’s employment terminates for any reason, Plan participation
will end immediately, and any amounts remaining in the participant’s Plan account within the Trust will be returned to the participant.
Limitations
The Plan imposes certain limitations upon a participant’s right
to acquire shares of common stock, including the following:
| · | A participant cannot purchase more than $25,000 worth of shares (based on the fair market value of the shares at the beginning of
each quarterly purchase period) for each calendar year. |
| · | A participant cannot purchase stock under the Plan if the participant owns stock possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company or any of its affiliates. |
Stockholder Rights
No participant will have any stockholder rights with respect to shares
purchasable under the Plan until the shares are actually purchased on the participant’s behalf. No adjustment will be made for dividends,
distributions or other rights for which the record date is prior to the date of such purchase.
Transferability
The right to purchase shares under the Plan is not assignable or transferable
and may be exercised only by the participant during his or her lifetime.
Amendment or Termination of Plan
The Committee or Board can amend the Plan at any time, provided that
stockholder approval is required for an amendment that changes the number of shares available under the Plan or changes the classification
of employees who are eligible to participate in the Plan.
The Board may terminate the Plan at any time, in which case all payroll
deductions will stop, and all accumulated payroll deductions held in Plan accounts will be returned to the participants. The Plan shall
continue in effect until 10 years from the date the Board approved the Plan, or January 23, 2028.
Administrative Expenses
Administrative expenses of the Plan are paid by the Company and are
not reflected in the accompanying financial statements.
NOTE 2: Income Tax Status
The Plan is not and will not be qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended (Code). The Plan is intended to qualify as an employee stock purchase plan under
Section 423 of the Code. Consequently, the difference between the purchase price and the fair market value of the stock purchased
under the Plan is not includable in the participant's gross income for federal income tax purposes, unless a disqualifying
distribution occurs.
NOTE 3: Related Party
Plan assets are held in a trust account maintained by First Mid Wealth
Management, a division of the Plan Sponsor. These assets were used to purchase 27,869 and 11,755 shares of Plan Sponsor common stock during
the plan years ended December 31, 2022 and 2021, respectively.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
First Mid Bancshares, Inc.
Employee Stock Purchase Plan
Date: April 12, 2023
/s/ Joseph R. Dively
Joseph R. Dively
President and Chief Executive Officer
Exhibit Index to Annual Report on Form 11-K
7
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