How large is First Merchants’ new share repurchase program relative to its shares?

The new share repurchase program covers up to 3,125,000 common shares. The company states this equals approximately 5% of its outstanding shares, making the authorization a potentially meaningful reduction in share count if fully utilized.

How will First Merchants (FRME) execute its share repurchases?

Share repurchases may be made at management’s discretion over time. The company can buy in the open market, through privately negotiated transactions, or under a Rule 10b5-1 plan, in each case conducted in accordance with Rule 10b-18 under the Exchange Act.

First Merchants (NASDAQ: FRME) okays $100M, 5% stock repurchase plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

First Merchants Corporation has approved a new stock repurchase program authorizing buybacks of up to 3,125,000 shares of its outstanding common stock, with a total aggregate investment cap of $100,000,000. On a share basis, this represents approximately 5% of the company’s outstanding shares.

Repurchases may be made at management’s discretion from time to time in open market transactions, privately negotiated deals, or under a Rule 10b5-1 plan, in each case in accordance with Rule 10b-18 under the Exchange Act. The company is not obligated to repurchase any shares, can discontinue the program at any time, and will determine timing, number of shares, and prices based on market conditions, stock price, economic factors, and legal requirements. This program replaces a similar authorization approved in March 2025.

Positive

Board authorizes sizeable buyback capacity: New stock repurchase program of up to 3,125,000 common shares, capped at $100,000,000, representing about 5% of outstanding shares, provides a potentially meaningful capital return mechanism.
Ongoing capital management discipline: The new program replaces a similar authorization from March 2025, indicating consistent use of repurchases as part of the company’s capital allocation toolkit.

Negative

None.

Insights

First Merchants adds a flexible $100M, 5% share buyback authorization.

First Merchants Corporation authorized a stock repurchase program of up to 3,125,000 common shares, capped at $100,000,000, equal to roughly 5% of outstanding shares. For a regional bank, a 5% authorization is a meaningful, but not extreme, capital return tool.

The board allows repurchases via open market, private transactions, or a Rule 10b5-1 plan, all under Rule 10b-18. This structure offers flexibility while staying within safe harbor norms. The company is not required to buy any shares and can end the program at any time.

This authorization replaces a similar March 2025 program, suggesting ongoing use of buybacks as part of capital management. The actual impact on share count and per-share metrics will depend on how much of the 3,125,000-share capacity is ultimately used and at what prices.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Maximum shares authorized for repurchase: 3,125,000 shares Aggregate repurchase cap: $100,000,000 Portion of shares outstanding: Approximately 5%

3 metrics

Maximum shares authorized for repurchase 3,125,000 shares Stock repurchase program size

Aggregate repurchase cap $100,000,000 Total investment limit under buyback program

Portion of shares outstanding Approximately 5% Buyback authorization as a share of outstanding stock

Key Terms

stock repurchase program, Rule 10b5-1 plan, Rule 10b-18, Emerging growth company

4 terms

stock repurchase program financial

"approved a stock repurchase program of up to 3,125,000 shares"

A stock repurchase program is when a company buys back its own shares from the market. This can make each remaining share more valuable and shows that the company believes its stock is a good investment. It’s like a business treating its shares like a limited resource, hoping to boost confidence and share prices.

Rule 10b5-1 plan regulatory

"in privately negotiated transactions or pursuant to a Rule 10b5-1 plan"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

Rule 10b-18 regulatory

"all as effected in accordance with Rule 10b-18 under the Securities Exchange Act"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/24/2026 - 04:13 PM Accepted by SEC EDGAR 06/24/2026 - 04:12 PM

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): June 24, 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 8.01 OTHER EVENTS.

On June 24, 2026, the Board of Directors of First Merchants Corporation (the "Company") approved a stock repurchase program of up to 3,125,000 shares of the Company's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100,000,000. On a share basis, the amount of common stock subject to the repurchase program represents approximately 5% of the Company's outstanding shares. The stock repurchases may, at the discretion of management, be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan all as effected in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company is not obligated to purchase any shares under the program, and the program may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase program will be determined by the Company at its discretion and will depend upon such factors as the market price of the stock, general market and economic conditions and applicable legal requirements. This new program replaces a similar program approved in March 2025.

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: June 24, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did First Merchants Corporation (FRME) announce in this 8-K?

First Merchants Corporation announced board approval of a new stock repurchase program. The authorization allows buybacks of up to 3,125,000 common shares, with total aggregate investment capped at $100,000,000, replacing a similar program approved in March 2025.

What is the dollar limit on First Merchants’ stock buyback program?

First Merchants’ stock repurchase program has a total aggregate investment limit of $100,000,000. This cap applies to all shares repurchased under the authorization, even though the program also specifies a maximum of 3,125,000 common shares that may be bought back.

Is First Merchants required to buy back shares under this program?

The company is not obligated to repurchase any shares under the program. It can discontinue the authorization at any time, and the timing, number of shares, and purchase prices will depend on market conditions, stock price, economic environment, and legal requirements.

What prior authorization does this First Merchants buyback program replace?

This repurchase authorization replaces a similar stock repurchase program approved in March 2025. The change suggests the board is refreshing and continuing its approach to using share repurchases as part of the company’s broader capital management strategy.

Filing Exhibits & Attachments

4 documents