First Merchants (NASDAQ: FRME) grants CIO phantom stock award

Rhea-AI Filing Summary

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

First Merchants Corp reported that Chief Information Officer and Senior Vice President Stephan Fluhler received a grant of 95.525 shares of phantom stock, each economically equivalent to one share of FRME common stock. Following this award, his phantom stock balance totals 1,652.904 shares.

The phantom stock will be settled in cash or in shares of FRME common stock, at Fluhler’s election, upon his separation from First Merchants. This is a compensation-related 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	95.525	$40.90	$4K

Holdings After Transaction: Phantom Stock — 1,652.904 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Phantom stock granted: 95.525 shares Reference price per phantom share: $40.9000 per share Total phantom stock after grant: 1,652.904 shares +2 more

5 metrics

Phantom stock granted 95.525 shares Grant coded as acquisition on 2026-06-23

Reference price per phantom share $40.9000 per share Transaction price per share for the phantom stock grant

Total phantom stock after grant 1,652.904 shares Phantom stock balance following the transaction

Conversion or exercise price $0.0000 Stated conversion/exercise price for phantom stock

Underlying security 95.525 shares Underlying FRME common stock equivalent per phantom stock grant

Key Terms

Phantom Stock, economic equivalent, settled in cash or shares, grant, award, or other acquisition

4 terms

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 from First Merchants."

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 →

Available on EDGAR 06/23/2026 - 04:44 PM Accepted by SEC EDGAR 06/23/2026 - 04:44 PM Learn about SEC filing dates

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)
06/23/2026

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)	06/23/2026		A		95.525		(1)	(1)	Common Stock	95.525	$40.9	1,652.904	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)	06/23/2026
	** 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 FRME executive Stephan Fluhler report?

Stephan Fluhler reported receiving a grant of 95.525 phantom stock shares. These units are a form of deferred compensation tied to First Merchants common stock value, rather than an open-market stock purchase or sale.

How many phantom stock units does Stephan Fluhler now hold at First Merchants (FRME)?

After the latest award, Stephan Fluhler holds 1,652.904 phantom stock shares. This total reflects his accumulated phantom stock-based compensation, which tracks the value of FRME common stock for economic purposes but is settled later.

What is phantom stock in the context of First Merchants (FRME)?

At First Merchants, each phantom stock share is the economic equivalent of one FRME common share. It does not immediately deliver stock; instead, its value mirrors FRME’s share price and is paid in cash or shares at a future settlement event.

When will Stephan Fluhler’s FRME phantom stock be settled?

Fluhler’s phantom stock will be settled in cash or FRME common shares upon his separation from First Merchants. At that time, he can elect the settlement form, turning the deferred units into actual economic value.

Did the FRME phantom stock grant involve any purchase by Stephan Fluhler?

No, the Form 4 shows a grant or award acquisition coded as “A,” not an open-market purchase. The phantom stock represents compensation granted by the company rather than shares bought directly on the market.