First Merchants (FRME) CIO receives 217 phantom stock units in new compensation award

Rhea-AI Filing Summary

FLUHLER STEPHAN reported acquisition or exercise transactions in this Form 4 filing.

First Merchants Corp reported a compensation-related insider transaction by Chief Information Officer and Senior Vice President Stephan Fluhler. He received a grant of 217.383 shares of phantom stock, each economically equivalent to one share of FRME common stock.

After this award, Fluhler holds a total of 1,557.379 phantom stock units. According to the terms, these phantom shares will be settled in either cash or FRME common stock, at his election, when he separates from First Merchants. This is a derivative award, not an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FLUHLER STEPHAN

Role Chief Information Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	217.383	$36.54	$8K

Holdings After Transaction: Phantom Stock — 1,557.379 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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 INDIANA 47305

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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

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

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

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)	03/23/2026		A		217.383		(1)	(1)	Common Stock	217.383	$36.54	1,557.379	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:

	Paul Cento (Confirming Statement on File)	03/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did FIRST MERCHANTS CORP (FRME) report for Stephan Fluhler?

Stephan Fluhler received a grant of 217.383 phantom stock units. These units are part of his compensation as Chief Information Officer and Senior Vice President and are economically equivalent to FRME common shares, rather than being an open-market purchase or sale.

How many phantom stock units does Stephan Fluhler hold after this Form 4 filing for FRME?

After the grant, Stephan Fluhler holds 1,557.379 phantom stock units. This total reflects his new balance following the award of 217.383 additional units, as reported in the Form 4 insider transaction for FIRST MERCHANTS CORP.

What is phantom stock in the context of FIRST MERCHANTS CORP (FRME)?

Phantom stock is a deferred compensation instrument tied to FRME’s share value. Each phantom unit is economically equivalent to one share of FRME common stock and is typically settled later in cash or shares, rather than traded on the open market.

How and when will Stephan Fluhler’s FRME phantom stock be settled?

The phantom stock will be settled upon his separation from First Merchants. At that time, Fluhler can elect to receive either cash or shares of FRME common stock equal in value to his phantom stock units.

Does Stephan Fluhler’s Form 4 for FRME involve buying or selling stock on the market?

No, the Form 4 reflects a grant of phantom stock as compensation. The transaction code is an acquisition award, meaning it is not an open-market buy or sell but a derivative-based incentive tied to FRME’s common stock.