First Merchants Prices $100M Debt Offering at 6.75%

The notes are intended to qualify as Tier 2 capital, with quarterly rate resets expected to begin October 1, 2031.

Available on EDGAR 09/24/2026 - 06:03 AM EDT Accepted by SEC EDGAR 09/23/2026 - 06:22 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

First Merchants Corporation priced a registered public offering of $100,000,000 aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes will initially bear interest at 6.750% per annum from and including September 25, 2026 to, but excluding, October 1, 2031, payable semiannually beginning April 1, 2027. From October 1, 2031, the rate is expected to reset quarterly to Three-Month Term SOFR plus 202 basis points, with interest payable quarterly.

The notes mature October 1, 2036 unless redeemed earlier. First Merchants may redeem all or part on October 1, 2031 and on any interest payment date thereafter for 100% of the principal amount being redeemed plus accrued and unpaid interest. The company expects the offering to close on or about September 25, 2026, subject to customary closing conditions. It intends to use net proceeds for general corporate purposes, including repurchase of common shares; the notes are intended to qualify as Tier 2 capital.

Filing Explained

The agreement commits First Merchants to sell $100 million of subordinated notes to underwriters who agree to buy them, subject to closing conditions; if completed, this adds debt, and underwriting fees reduce net proceeds below principal.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: $100,000,000 Initial interest rate: 6.750% per annum Floating-rate spread: 202 basis points +3 more

6 metrics

Aggregate principal amount $100,000,000 Registered public offering of subordinated notes

Initial interest rate 6.750% per annum From September 25, 2026 to, but excluding, October 1, 2031

Floating-rate spread 202 basis points Added to the expected Three-Month Term SOFR benchmark beginning October 1, 2031

Floating-rate reset date October 1, 2031 Rate is expected to reset quarterly beginning on this date

Maturity date October 1, 2036 Maturity if the notes are not earlier redeemed

Expected offering closing On or about September 25, 2026 Subject to customary closing conditions

Key Terms

Fixed-to-Floating Rate Subordinated Notes, Three-Month Term SOFR, basis points, Tier 2 capital, +1 more

5 terms

Fixed-to-Floating Rate Subordinated Notes financial

"Fixed-to-Floating Rate Subordinated Notes due 2036"

A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.

Three-Month Term SOFR financial

"expected to be Three-Month Term SOFR"

Three-month term SOFR is a forward-looking benchmark interest rate that estimates the expected cost of borrowing U.S. dollars for a three-month period, based on secured overnight financing market activity. Investors care because it sets the floating interest paid or received on many loans, bonds and derivatives—like a posted speed limit that determines how fast interest costs or returns can change—so shifts in this rate directly affect debt expenses, cash yields and valuations.

basis points financial

"plus 202 basis points"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

Tier 2 capital regulatory

"intended to qualify as Tier 2 capital"

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

book-running manager financial

"sole book-running manager for the Offering"

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much subordinated debt did FRME price?

FRME priced $100,000,000 aggregate principal amount of subordinated notes. The notes are Fixed-to-Floating Rate Subordinated Notes due 2036.

Which firms are managing FRME's notes offering?

Piper Sandler is the sole book-running manager. Keefe, Bruyette & Woods, a Stifel Company, Hovde Group and Brean Capital are serving as co-managers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FIRST MERCHANTS CORP false 0000712534 0000712534 2026-09-23 2026-09-23 0000712534 us-gaap:CommonStockMember 2026-09-23 2026-09-23 0000712534 us-gaap:SeriesAPreferredStockMember 2026-09-23 2026-09-23

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): September 23, 2026

Commission File Number 001-41342

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)

Indiana		35-1544218
(State or other jurisdiction of incorporation)		(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)

Securities registered pursuant to Section 12(b) of the Act:

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 1.01. Entry into a Material Definitive Agreement.

On September 23, 2026, First Merchants Corporation, an Indiana corporation (the “Corporation”), entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., as representatives of the underwriters named therein (the “Underwriters”). Pursuant to the terms of the Underwriting Agreement, the Corporation agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, $100,000,000 aggregate principal amount of the Corporation’s 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (File No. 333-298983). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On September 23, 2026, the Corporation issued a press release announcing the pricing of its offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
1.1		Underwriting Agreement, dated September 23, 2026, among First Merchants Corporation and Piper Sandler & Co., as representatives of the underwriters named therein
99.1		Press Release dated September 23, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

- 2 -

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.

Date: September 23, 2026

First Merchants Corporation
By:		/s/ Michele M. Kawiecki
Michele M. Kawiecki
Executive Vice President and
Chief Financial Officer

- 3 -

Exhibit 99.1

N / E / W / S  R / E / L / E / A / S / E

September 23, 2026

FOR IMMEDIATE RELEASE

For more information, contact:

First Merchants Corporation

Nicole M. Weaver, First Vice President and Director of Corporate Administration

765-521-7619

http://www.firstmerchants.com

SOURCE: First Merchants Corporation, Muncie, Indiana

FIRST MERCHANTS CORPORATION ANNOUNCES PRICING OF SUBORDINATED NOTES OFFERING

MUNCIE, IN., September 23, 2026 — First Merchants Corporation (Nasdaq: FRME) (the “Company”) today announced the pricing of its offering of $100 million of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) in a registered public offering (the “Offering”). The Notes will initially bear interest at 6.750% per annum from and including September 25, 2026 to, but excluding, October 1, 2031, with interest payable semiannually in arrears commencing on April 1, 2027. Commencing October 1, 2031, the interest rate on the Notes will reset quarterly to a floating rate per annum equal to a benchmark rate that is expected to be Three-Month Term SOFR (which is defined in the Notes) plus 202 basis points, with interest payable quarterly in arrears.

The Company may redeem the Notes, in whole or in part, on October 1, 2031 and on any interest payment date thereafter at a price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon. The Notes will mature on October 1, 2036 if they are not earlier redeemed.

The Company expects to close the Offering, subject to the satisfaction of customary closing conditions, on or about September 25, 2026. The Company intends to use the net proceeds from this offering for general corporate purposes, including, but not limited to, the repurchase of its common shares. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

Piper Sandler is acting as the sole book-running manager for the Offering. Keefe, Bruyette & Woods, A Stifel Company, Hovde Group and Brean Capital are serving as co-managers.

This press release is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Company. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer to sell or solicitation of an offer to purchase securities of the Company will be made only pursuant to a prospectus supplement and prospectus filed with the Securities and Exchange Commission (the “SEC”). The Company has filed a registration statement (including a prospectus) (File No. 333-298983) and a preliminary prospectus supplement with the SEC for the Offering to which this press release relates. Before making an investment decision, you should read the prospectus and preliminary prospectus supplement and other documents that the Company has filed with the SEC for additional information about the Company and the Offering.

Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the Offering can be obtained without charge by visiting the SEC’s website at www.sec.gov, or may be obtained by emailing Piper Sandler & Co. at fsg-dcm@psc.com.

About First Merchants Corporation

First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation has one full-service bank charter, First Merchants Bank. The Bank also operates as First Merchants Private Wealth Advisors (as a division of First Merchants Bank).

First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.

Forward-Looking Statements

This press release and any other written or oral statements made by us from time to time may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include (i) statements of the Company’s goals, intentions, and expectations; (ii) statements regarding the Company’s business plan and growth strategies; (iii) statements regarding the asset quality of the Company’s loan and investment portfolios; and (iv) estimates of the Company’s risks and future costs and benefits.

All forward-looking statements are subject to risks, uncertainties, and other factors, many of which are beyond our control, that may cause the actual results, performance, or achievements of the Company to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others: (i) fluctuations in market rates of interest and loan and deposit pricing, which could negatively affect our net interest margin, asset valuations, and expense expectations; (ii) adverse changes in the economy, which might affect our business prospects and could cause credit-related losses and expenses; (iii) the impacts of epidemics, pandemics, or other infectious disease outbreaks; (iv) the impacts related to or resulting from recent bank failures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; (v) adverse developments in our loan and investment portfolios; (vi) competitive factors in the banking industry, such as the trend towards consolidation in our market; (vii) changes in the banking legislation or the regulatory requirements of federal and state agencies applicable to bank holding companies and banks like our affiliate bank; (viii) acquisitions of other businesses by us and integration of such acquired businesses; (ix) changes in market, economic, operational, liquidity, credit, and interest rate risks associated with our business; and (x) the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends.

Actual results, performance or achievement could differ materially from those contained in these forward-looking statements for a variety of reasons, including, without limitation, those discussed under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, and other factors discussed in the filings we make with the SEC.

All forward-looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements. Forward-looking statements speak only as of the date on which such statements are made. Except as required by law, we disclaim any obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise. There is no assurance that future results, levels of activity, performance, or goals will be achieved.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 11.1 KB

Other Documents

• EX-1.1 EX-1.1 190.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 22.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.3 KB