First Merchants Sets Terms for $100M Note Offering

From October 2031, the notes use a quarterly-reset benchmark plus 202 basis points, expected to be Three-Month Term SOFR.

Rhea-AI Filing Summary

First Merchants Corporation entered into indentures for its previously announced offering of $100 million aggregate principal amount of 6.750% fixed-to-floating rate subordinated notes due October 1, 2036. The notes initially bear interest at 6.750% per year, payable semi-annually in arrears on April 1 and October 1, beginning April 1, 2027. From and including October 1, 2031, to but excluding October 1, 2036, the rate is a quarterly-reset benchmark expected to be Three-Month Term SOFR plus 202 basis points; a benchmark below zero is deemed to be zero. Floating-rate interest is payable quarterly in arrears beginning January 1, 2032.

The notes mature October 1, 2036, unless redeemed earlier. First Merchants may redeem them beginning October 1, 2031, on an interest payment date, in whole or in part, at 100% of principal plus accrued and unpaid interest. Earlier redemption in whole but not in part is also permitted upon specified tax, regulatory-capital, or investment-company events, subject to prior Federal Reserve approval to the extent then required.

Filing Explained

The filing documents the indentures for $100 million of subordinated notes as providing for issuance, but does not confirm issuance; the borrowing terms are in place, while completion of the borrowing is not established.

8-K Event Classification

3 items: 1.01, 2.03, 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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 million Initial interest rate: 6.750% per annum Floating-rate spread: 202 basis points +3 more

6 metrics

Aggregate principal amount $100 million Previously announced offering of subordinated notes

Initial interest rate 6.750% per annum Initial fixed-rate period

Floating-rate spread 202 basis points Added to the benchmark rate during the floating-rate period

Floating-rate period begins October 1, 2031 Floating rate continues to, but excludes, October 1, 2036

Maturity date October 1, 2036 Unless the notes are redeemed earlier

Redemption price 100% of principal Optional redemption beginning October 1, 2031, plus accrued and unpaid interest

Key Terms

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

5 terms

Fixed-to-Floating Rate Subordinated Notes financial

"6.750% 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.

benchmark rate financial

"a benchmark rate (reset quarterly)"

A benchmark rate is a widely accepted reference interest rate that many loans, bonds and financial contracts use to set their own interest charges—think of it as a common yardstick or thermostat for borrowing costs. Investors watch it because changes shift how much companies and consumers pay to borrow, which affects corporate profits, bond yields and overall market valuations; even small moves can ripple through investment returns and risk assessments.

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.

Tier 2 capital regulatory

"treat the Notes 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.

Tax Event regulatory

"upon or after the occurrence of a Tax Event"

A tax event is any transaction or corporate action that creates a tax obligation, such as selling an investment, receiving a dividend, exercising options, or certain mergers and reorganizations. It matters to investors because it changes the amount of money they actually keep after taxes and can create unexpected bills or paperwork — like making a purchase that later produces a receipt you must pay — so timing and structure of transactions can affect net returns and cash flow.

FAQ

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

What are the terms of FRME's subordinated notes?

The notes have an aggregate principal amount of $100 million and an initial annual interest rate of 6.750%. They mature October 1, 2036. Interest is payable semi-annually in arrears on April 1 and October 1, beginning April 1, 2027.

When does FRME's note interest switch to a floating rate?

The floating-rate period begins October 1, 2031, and runs to, but excludes, October 1, 2036. The rate resets quarterly at a benchmark expected to be Three-Month Term SOFR plus 202 basis points; if the benchmark is below zero, it is deemed to be zero. Floating-rate payments are quarterly in arrears, beginning January 1, 2032.

When can First Merchants redeem the notes?

First Merchants may redeem the notes beginning October 1, 2031, on any interest payment date, in whole or in part, for 100% of principal plus accrued and unpaid interest. Earlier redemption in whole but not in part is permitted upon specified events, including a Tax Event, certain risks to Tier 2 capital treatment, or a requirement to register as an investment company; Federal Reserve approval applies to the extent then required.

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

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Available on EDGAR 09/25/2026 - 02:11 PM Accepted by SEC EDGAR 09/25/2026 - 02:10 PM Learn about SEC filing dates

FIRST MERCHANTS CORP false 0000712534 0000712534 2026-09-25 2026-09-25 0000712534 us-gaap:CommonStockMember 2026-09-25 2026-09-25 0000712534 us-gaap:SeriesAPreferredStockMember 2026-09-25 2026-09-25

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 25, 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.

Pursuant to the previously announced offering of $100 million aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) to be issued by First Merchants Corporation, an Indiana corporation (the “Corporation”), the Corporation and U.S. Bank Trust Company, National Association, as trustee, entered into an Indenture dated as of September 25, 2026 (the “Base Indenture”) and a First Supplemental Indenture dated as of September 25, 2026 to the Base Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of the Notes.

The Notes bear interest at an initial rate of 6.750% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2027. From and including October 1, 2031 to, but excluding, October 1, 2036 (unless redeemed prior to such date), the Notes will bear interest at a floating rate per annum equal to a benchmark rate (reset quarterly) (which is expected to be Three-Month Term SOFR) plus 202 basis points, payable quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, commencing on January 1, 2032. Notwithstanding the foregoing, if the benchmark is less than zero, the benchmark will be deemed to be zero. The Notes will mature on October 1, 2036, unless earlier redeemed.

The Notes may be redeemed at the Corporation’s option, beginning on October 1, 2031, and on any interest payment date thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption. Any partial redemption will be made in accordance with the applicable procedures of The Depository Trust Company. The Notes may also be redeemed, at any time prior to their maturity including prior to October 1, 2031, in whole, but not in part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, upon or after the occurrence of (i) a Tax Event (as defined in the Indenture); (ii) a subsequent event, as a result of which there is more than an insubstantial risk that the Corporation would not be entitled to treat the Notes as Tier 2 capital for regulatory capital purposes; or (iii) a requirement that the Corporation register as an investment company under the Investment Company Act of 1940. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest to but excluding the redemption date.

The foregoing summaries of the Base Indenture, the Supplemental Indenture, and the Notes, respectively, are not complete and are each qualified in their entirety by reference to the complete text of the respective documents (or, in the case of the Notes, the form thereof), each of which is attached hereto as Exhibits 1.1, 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference in their entirety.

The above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3ASR (File No. 333-298983) filed by the Corporation. A copy of the opinion of Dentons Bingham Greenebaum LLP relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures above under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are hereby incorporated by reference into this Item 2.03.

- 2 -

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
4.1		Indenture, dated September 25, 2026, between First Merchants Corporation and U.S. Bank Trust Company, National Association, as trustee
4.2		First Supplemental Indenture, dated September 25, 2026, between First Merchants Corporation and U.S. Bank Trust Company, National Association, as trustee
4.3		Form of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (included in Exhibit 4.2)
5.1		Opinion of Dentons Bingham Greenebaum LLP
23.1		Consent of Dentons Bingham Greenebaum LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

- 3 -

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 25, 2026

First Merchants Corporation

By: /s/ Michele M. Kawiecki         

Michele M. Kawiecki

Executive Vice President and

Chief Financial Officer

- 4 -

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-4.1 EX-4.1 352.0 KB
• EX-4.2 EX-4.2 173.8 KB
• EX-5.1 EX-5.1 16.9 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