[8-K] FIRST MERCHANTS CORP Reports Material Event

Rhea-AI Filing Summary

First Merchants Corporation announced that director Patrick Fehring retired from the Board effective immediately on November 14, 2025. He had served since 2022 and was a member of the Risk and Credit Policy Committee. The company stated his retirement was not due to any disagreement regarding operations, policies, or practices.

On the same date, the Board size was reduced from 13 to 12 members, reflecting Mr. Fehring’s departure.

0000712534false00007125342025-11-142025-11-140000712534us-gaap:CommonStockMember2025-11-142025-11-140000712534frme:DepositarySharesMember2025-11-142025-11-14

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): November 14, 2025

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 OR APPOINTMENT OF DIRECTORS OR CERTAIN OFFICERS

On November 14, 2025, First Merchants Corporation (the “Corporation”) announced the retirement of Patrick Fehring from the Board of Directors effective immediately. Mr. Fehring has served on the Board since 2022 and was a member of the Risk and Credit Policy Committee.  The retirement of Mr. Fehring is not the result of any disagreement with the Corporation on any matter relating to the Corporation’s operations, policies, or practices.

Also, on November 14, 2025, the Corporation decreased the size of its Board from thirteen (13) members to twelve (12) members. The Corporation had thirteen (13) members immediately prior to the decrease.

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: November 14, 2025

FAQ

What did First Merchants (FRME) announce on November 14, 2025?

The company announced the immediate retirement of director Patrick Fehring and reduced its Board from 13 to 12 members.

Did Patrick Fehring’s retirement involve a disagreement with FRME?

No. The company stated there was no disagreement on operations, policies, or practices.

What Board committee did Patrick Fehring serve on at FRME?

He served on the Risk and Credit Policy Committee.

How long did Patrick Fehring serve on FRME’s Board?

He served since 2022 until his retirement on November 14, 2025.

What is the new size of the First Merchants (FRME) Board?

The Board size is now 12 members, down from 13.