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First Merchants (NASDAQ: FRME) CEO receives new phantom stock award

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HARDWICK MARK K reported acquisition or exercise transactions in this Form 4 filing.

First Merchants Corp Chief Executive Officer Mark K. Hardwick received a grant of 30.782 phantom stock units tied to FRME common stock. The award was recorded at a reference price of $40.90 per unit, bringing his total phantom stock holdings to 3,354.695 units.

Each phantom stock unit is economically equivalent to one share of First Merchants common stock. According to the terms, these units will be settled in either cash or shares of FRME common stock, at Hardwick’s election, when he separates from First Merchants.

Positive

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Negative

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Insider HARDWICK MARK K
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Phantom Stock 30.782 $40.90 $1K
Holdings After Transaction: Phantom Stock — 3,354.695 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Phantom stock units granted 30.782 units Grant of phantom stock to CEO on 2026-06-23
Reference price per unit $40.90 per unit Recorded value for phantom stock grant
Total phantom stock after grant 3,354.695 units CEO cumulative phantom stock position following transaction
Underlying common stock equivalence 1 share per unit Each phantom stock unit equals one FRME common share economically
Phantom Stock financial
"Each share of phantom stock is the economic equivalent of one share of FRME common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
economic equivalent financial
"Each share of phantom stock is the economic equivalent of one share of FRME common stock."
settled in cash or shares financial
"The shares of phantom stock will be settled in cash or shares of FRME common stock, at the reporting person's election, upon separation"
grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
HARDWICK MARK K
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)06/23/2026A30.782 (1) (1)Common Stock30.782$40.93,354.695D
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)06/23/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did FRME CEO Mark K. Hardwick report in this Form 4?

Mark K. Hardwick reported receiving 30.782 phantom stock units. These units are compensation-linked instruments whose value tracks First Merchants common stock, increasing his total phantom stock holdings to 3,354.695 units as part of his long-term incentive package.

What is phantom stock in the context of FRME’s CEO award?

Phantom stock is a cash- or share-settled award that mirrors the value of common stock. For FRME, each phantom stock unit is economically equivalent to one share of common stock but does not provide direct share ownership until settlement.

How many phantom stock units does the FRME CEO hold after this transaction?

After the grant of 30.782 units, the FRME CEO holds 3,354.695 phantom stock units. This figure reflects the cumulative phantom stock-based compensation recorded for him in this filing following the most recent award.

At what price was the FRME CEO’s phantom stock grant recorded?

The 30.782 phantom stock units were recorded at $40.90 per unit. This reference price helps determine the current notional value of the grant, as each phantom stock unit tracks the value of a share of FRME common stock.

How and when will FRME CEO’s phantom stock units be settled?

The phantom stock units will be settled upon the CEO’s separation from First Merchants. At that time, he may elect to receive either cash or shares of FRME common stock equal in value to the accumulated phantom stock units.

Does this FRME Form 4 show an open-market buy or sell by the CEO?

No, the Form 4 reflects a grant of phantom stock as compensation, not an open-market trade. The transaction is coded as an award acquisition, with no indication of shares being bought or sold in the market.