[Form 4] FIRST MERCHANTS CORP Insider Trading Activity

Rhea-AI Filing Summary

Insider grant and holdings summary: First Merchants Corp reporting person Stephan Fluhler received a grant of 73.228 units of Phantom Stock on 09/22/2025. Each phantom share is the economic equivalent of one share of FRME common stock and will be settled in cash or shares at the reporting person's election upon separation from the company.

After the reported transaction the filing shows 1,250.428 shares of common stock beneficially owned directly by the reporting person. The phantom stock grant lists a reference price of $40.61 per share in the filing.

Positive

• Grant of 73.228 phantom stock units explicitly documented on 09/22/2025
• Phantom shares are economic equivalents to common stock and will be settled in cash or shares at the reporting person's election
• Direct beneficial ownership of 1,250.428 common shares reported following the transaction

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Reported grant of phantom stock increases direct economic exposure without immediate share issuance.

The Form 4 discloses a grant of 73.228 units of phantom stock to Stephan Fluhler, with those units described as economically equivalent to common shares and settled in cash or shares at separation. The filing also records 1,250.428 shares beneficially owned directly following the transaction. This is a routine equity-based compensation disclosure for an officer-level reporting person and does not, by itself, indicate any change in control or material corporate action.

Compensation Analyst

TL;DR: The award is a phantom equity grant valued at $40.61 per unit; settlement can be cash or stock.

The disclosed phantom stock award specifies an economic equivalence to common stock and notes a settlement election upon separation. The listed price of $40.61 provides a reference valuation for the grant. Such awards are typically used to align officer incentives with shareholder value while deferring actual share issuance until settlement events occur.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FLUHLER STEPHAN

(Last) (First) (Middle)

200 E JACKSON STREET

(Street)

MUNCIE IN 47305

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST MERCHANTS CORP [ FRME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chief Information Officer		Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(1)	09/22/2025		A		73.228		(1)	(1)	Common Stock	73.228	$40.61	1,250.428	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of FRME common stock. The shares of phantom stock will be settled in cash or shares of FRME common stock, at the reporting person's election, upon separation from First Merchants.

Remarks:

	Melanie Bowling (Confirming Statement on File)	09/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Stephan Fluhler report on Form 4 for FRME?

The Form 4 reports a grant of 73.228 units of Phantom Stock to Stephan Fluhler on 09/22/2025.

How will the phantom stock be settled according to the filing?

Each phantom share is the economic equivalent of one share of FRME common stock and will be settled in cash or shares at the reporting person's election upon separation from First Merchants.

What price is shown for the phantom stock grant?

The filing lists a reference price of $40.61 per phantom share.

How many common shares does the reporting person beneficially own after the transaction?

The Form 4 shows 1,250.428 common shares beneficially owned directly following the reported transaction.

What is the reporting person's role at First Merchants Corp?

The filing identifies Stephan Fluhler as an Officer with the title Chief Information Officer and also marks him as a Director and Senior Vice President where applicable.