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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): October 1, 2026
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | |
| Indiana |
| (State or other jurisdiction of incorporation) |
| 001-41342 | 35-1544218 |
| (Commission File Number) | (IRS Employer Identification No.) |
200 East Jackson Street
P.O. Box 792
Muncie, IN 47305-2814
(Address of principal executive offices, including zip code)
(765) 747-1500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| | | | | | | | |
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.125 stated value per share | FRME | The Nasdaq Stock Market LLC |
| Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A | FRMEP | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) On October 1, 2026, First Merchants Corporation (the “Company”) announced the upcoming retirement of the Company’s current Chief Executive Officer, Mark K. Hardwick, effective January 1, 2027.
(c) As part of the Company’s executive succession plan, as a result of Mr. Hardwick’s retirement, Michael J. Stewart will assume the position of President and Chief Executive Officer and will become the Company’s principal executive officer. Such appointment will be effective on January 1, 2027 and will continue until the next annual meeting of the Board of Directors or otherwise until his successor is duly appointed and qualified.
Additional information relating to the background and business experience of Mr. Stewart is set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 3, 2026, under the heading “Information About Our Executive Officers”, which information is incorporated herein by reference.
Other than existing compensatory arrangements, with respect to Mr. Stewart’s appointment (i) there are no additional arrangements or understandings between Mr. Stewart and any other person; (ii) no additional material plan, contract or arrangement has been entered into with Mr. Stewart, and no such plan, contract or arrangement with Mr. Stewart has been materially amended; and (iii) no grant of any additional award to Mr. Stewart or modification of an existing award has been made. Moreover, Mr. Stewart does not have a family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Also, Mr. Stewart does not have a direct or indirect material interest in any transaction that would require reporting under Item 404(a) of Regulation S-K.
ITEM 8.01 OTHER EVENTS.
On October 1, 2026, the Company issued a press release announcing a change to its executive management group as described in Item 5.02 above. A copy of the press release has been filed as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| | | | | |
| Exhibit 99.1 | Press Release dated October 1, 2026 issued by First Merchants Corporation. |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
| | | | | | | | |
| | First Merchants Corporation |
| | (Registrant) |
| | |
| | By: /s/ Michele M. Kawiecki Michele M. Kawiecki
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |
Dated: October 1, 2026 | | |
FOR IMMEDIATE RELEASE
Media Contact
Amy Hanna
Borshoff
317.695.6331
Amy.hanna@borshoff.biz
First Merchants Bank CEO Mark Hardwick to retire at the end of 2026 and President Mike Stewart to become President and CEO
MUNCIE, Ind. — October 1, 2026 – First Merchants Corporation (NASDAQ: FRME) today announced that CEO Mark Hardwick will retire at the end of the year after 29 years with the bank. The First Merchants Corporation Board of Directors announced that Mike Stewart, current First Merchants Bank President who has been with the bank for more than 18 years, will become President and CEO at the start of 2027.
“We wish Mark well and are grateful for his outstanding leadership through years of tremendous growth, including 18 acquisitions during his tenure,” said Jean Wojtowicz, Chair of the Board of Directors of First Merchants Corporation and First Merchants Bank. “We are extremely pleased to have a seasoned leader in Mike Stewart who has already proven ready to take First Merchants to the next level.”
“It’s been my great pleasure to serve as the CEO of this 133-year-old financial institution with nearly 300,000 clients, 126 locations in 3 states, and 2,200 employees who work every day to enhance the financial wellness of our communities and clients,” said Hardwick. “First Merchants is a company with a wonderful culture and endless opportunities. We have boldly stepped into those opportunities with a courageous expectant attitude.
“My faith is an important part of my life, and I want to dedicate more time to consultative faith-based leadership. My wife Cathy and I are excited about the next chapter in our life’s journey, and I am also incredibly proud of what we as a bank leadership team have accomplished together at First Merchants.”
Stewart is a familiar face to those inside and outside the Bank as an active leader in the community, currently serving on the Board of the Indianapolis Neighborhood Housing Partnership (INHP); Greater Indianapolis Progress Committee (GIPC), Indy Chamber, Indiana Chamber, Park Tudor Foundation and Second Presbyterian Foundation.
He also actively participates in Streets to Home Indy, Indiana Bankers Association, and American Heart Association. He previously served as Chairman of the Board of Bosma Industries and was a 20-year board member.
“We will continue our focus on organically growing in the communities we serve with renewed vigor,” said Stewart. “We have an excellent executive team, supported by locally based senior leaders across our footprint. Our strategy is to build on our Midwestern strength, growing through more and deeper relationships, smarter use of technology, and customer-centric products that expand our reach.
“My wife, Barb, and I have loved living in Indianapolis for 38 years and are excited for this next chapter of leading the bank to new levels of strength in Indy and in every market First Merchants is privileged to serve.”
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About First Merchants Corporation
With approximately $21 billion in assets, First Merchants Corporation (NASDAQ: FRME) is a registered bank holding company offering a full line of commercial and consumer banking services and wealth management services through First Merchants Bank and First Merchants Private Wealth Advisors in Indiana, Michigan, and Ohio. With more than 130 years of enhancing the financial wellness of the diverse communities it serves, First Merchants makes meaningful contributions through employee empowerment, philanthropy, charitable giving, financial wellness, and community home and business lending. The company has been honored for its attentive and knowledgeable service and culture by Forbes, Time Magazine, American Banker, and S&P Global Intelligence “Best Banks” awards. First Merchants attributes this recognition to a mission-driven team that is passionate about “helping you prosper” through attentiveness as its genuine and unique approach to customer service. To see how First Merchants is making a difference, go to https://www.firstmerchants.com/.
