[8-K] First Merchants Corp Reports Material Event

Rhea-AI Filing Summary

SharkNinja, Inc. (SN) has filed a Form 144, signaling the intent to sell restricted or control securities under Rule 144 of the Securities Act.

• Securities: 30,429 common shares.
• Broker: Fidelity Investments, 245 Summer St, Boston, MA 02210.
• Aggregate market value: $3,655,793.42.
• Shares outstanding: 140,347,436 — the proposed sale equals roughly 0.02% of total shares.
• Approximate sale date: 23 Jul 2025 on the NYSE.
• Source of shares: Acquired 31 Jul 2023 via spin-off; 30,429 shares received.
• No shares were sold by the filer in the past three months.

The filer certifies possessing no undisclosed materially adverse information about SharkNinja at the time of notice.

Positive

• None.

Negative

• Planned disposition of 30,429 common shares valued at $3.66 M by an affiliate could be interpreted as insider selling, although the stake is minimal.

Insights

Securities Analyst

TL;DR: Notice covers sale of 30k SN shares (~$3.7M); size is immaterial to float, so market impact expected to be neutral.

This Form 144 discloses that an affiliate plans to dispose of 30,429 common shares, representing only 0.02% of SharkNinja’s outstanding equity. The sale will occur on or after 23 July 2025 through Fidelity on the NYSE. Because the absolute dollar value is modest relative to SharkNinja’s ~$3.7 bn market cap (implied by share count × current price), the transaction is unlikely to create notable price pressure. Moreover, the shares originated from the 2023 spin-off, suggesting routine diversification rather than a commentary on fundamentals. No prior sales within the last quarter limit aggregation concerns under Rule 144(e). Overall, the filing is informational with negligible strategic implications.

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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): July 23, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 23, 2025, First Merchants Corporation issued a press release to report its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On July 24, 2025, First Merchants Corporation will conduct a second quarter 2025 earnings conference call and webcast at 9:00 a.m. (ET). A copy of the slide presentation utilized on the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)    Not applicable.

(b)    Not applicable.

(c)    Not applicable.

(d)    Exhibits.

Exhibit 99.1			Press Release, dated July 23, 2025, issued by First Merchants Corporation
Exhibit 99.2			Slide Presentation, utilized on July 24, 2025 during conference call and webcast 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: July 23, 2025

EXHIBIT INDEX

Exhibit No.			Description
99.1			Press Release, dated July 23, 2025 issued by First Merchants Corporation
99.2			Slide Presentation, utilized on July 24, 2025 during conference call and webcast by First Merchants Corporation
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

FAQ

How many SharkNinja (SN) shares are covered by this Form 144?

The notice covers 30,429 common shares.

What is the aggregate market value of the proposed sale?

The shares are valued at approximately $3,655,793.42.

When is the expected sale date for the shares?

The filer listed an approximate sale date of July 23, 2025.

How were the shares originally acquired?

They were received via a spin-off on July 31, 2023.

What percentage of SharkNinja’s outstanding shares does this represent?

About 0.02% of the 140,347,436 shares outstanding.

Which broker will execute the transaction?

The shares will be sold through Fidelity Investments.