First Merchants (NASDAQ: FRME) adopts 2026 senior management cash incentive program

Rhea-AI Filing Summary

First Merchants Corporation adopted a 2026 Senior Management Incentive Compensation Program for its named executive officers and other senior leaders. This cash-based, non-equity plan ties bonus payouts to operating performance, measured primarily by operating earnings on a diluted GAAP basis.

For 2026, potential SMICP cash payments as a percentage of base salary range by role. The Chief Executive Officer can earn 40% of base salary at threshold, 80% at target, and up to 160% at maximum. The President and the Chief Financial Officer each have 30%, 60%, and 120% levels, while the Chief Credit Officer and Chief Commercial Officer each have 25%, 50%, and 100% levels.

Most executives’ bonuses depend entirely on company operating earnings, while the Chief Commercial Officer’s award is based 70% on operating earnings and 30% on operating revenue and net contribution from the Commercial line of business. Payouts are interpolated between threshold and maximum, require employment at payment (with limited exceptions), and are subject to the company’s clawback policy for materially inaccurate financial statements or as required by law.

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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): February 3, 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

(e) On February 3, 2026, the Board of Directors (the “Board”) of First Merchants Corporation (the “Corporation”) adopted the Corporation’s 2026 Senior Management Incentive Compensation Program (the “SMICP”), a non-equity incentive compensation plan, applicable to the Corporation’s named executive officers and other senior management employees. Under the SMICP, the Board established the following schedule for the Corporation’s named executive officers, setting forth the percentage of base salary that will be paid if the executive’s goals are met or exceeded.

Executive			Potential SMICP Cash Payment as Percentage of 2026 Base Salary at the Following Performance Levels
			Threshold			Target			Maximum
Mark K. Hardwick, Chief Executive Officer			40.0		%	80.0		%	160.0		%
Michael J. Stewart, President			30.0		%	60.0		%	120.0		%
Michele M. Kawiecki, Executive Vice President and Chief Financial Officer			30.0		%	60.0		%	120.0		%
John J. Martin, Executive Vice President and Chief Credit Officer			25.0		%	50.0		%	100.0		%
Joseph C. Peterson, Executive Vice President and Chief Commercial Officer			25.0		%	50.0		%	100.0		%

The Board determined that the goal for each of Hardwick, Stewart, Kawiecki and Martin will be the Corporation’s operating earnings, calculated on a diluted GAAP basis. Due to the nature of his responsibilities, Mr. Peterson's performance payment will be based 70% on the Corporation’s operating earnings and 30% on the operating revenue of and net contribution from the Commercial line of business. In all cases, a minimum threshold (below which participants do not receive payments), a target amount and a maximum amount was set by the Board for each goal.

Following the end of the fiscal year, the Compensation and Human Resources Committee of the Board will approve the payouts under the SMICP. Credit is given proportionately for performance falling between the threshold and maximum levels, but is not given for performance that is not at least at the threshold level, or for that portion of performance that exceeds the maximum level. Participants must be employed when the payments are made, except in the case of death, disability or retirement, to be eligible for a payment under the program. The Corporation has a Clawback Policy that provides for recovery of any payment made to a participant who is an executive officer if the payment is based on a materially inaccurate financial statement or if otherwise appropriate under applicable law.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the SMCIP, which is incorporated herein by reference as Exhibit 10.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit 10.1			First Merchants Corporation Senior Management Incentive Compensation Program, dated February 3, 2026
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: February 6, 2026

FAQ

What did First Merchants Corporation (FRME) change in executive compensation?

First Merchants Corporation approved a 2026 Senior Management Incentive Compensation Program, introducing a structured cash bonus plan for named executive officers. Awards are tied mainly to operating earnings on a diluted GAAP basis, with defined threshold, target, and maximum payout levels as percentages of base salary.

How large are potential 2026 cash bonuses for FRME’s CEO and top executives?

Under the 2026 program, the CEO can earn 40% of base salary at threshold, 80% at target, and 160% at maximum. The President and CFO each have 30%, 60%, and 120% levels, while the Chief Credit Officer and Chief Commercial Officer have 25%, 50%, and 100% levels.

What performance metrics determine FRME executives’ 2026 incentive payouts?

For most named executive officers, payouts depend on First Merchants’ operating earnings calculated on a diluted GAAP basis. The Chief Commercial Officer’s award is based 70% on company operating earnings and 30% on operating revenue and net contribution from the Commercial line of business.

How does FRME’s 2026 incentive plan handle performance thresholds and maximums?

The plan sets a minimum threshold, target, and maximum for each performance goal. No payment is made below threshold, and no credit is given above maximum. Performance between threshold and maximum earns proportionate payouts, creating a sliding scale rather than an all-or-nothing structure.

Are FRME executives required to be employed to receive 2026 bonuses?

Participants generally must be employed when payments are made to receive 2026 incentive awards. The program allows exceptions in cases of death, disability, or retirement, but otherwise termination before payment would make an executive ineligible for a cash incentive payout.

Does First Merchants Corporation have a clawback on executive incentive payments?

Yes. The company’s Clawback Policy allows recovery of incentive payments made to executive officers if they were based on a materially inaccurate financial statement, or if recovery is otherwise appropriate under applicable law, reinforcing accountability in the incentive compensation structure.