[Form 4] FIRST MERCHANTS CORP Insider Trading Activity

Rhea-AI Filing Summary

Mark K. Hardwick, Chief Executive Officer and Director of First Merchants Corp (symbol reported as FRME), reported on Form 4 a grant of 28.428 units of phantom stock on 09/22/2025. Each phantom share is economically equivalent to one share of common stock and will be settled in cash or shares at the reporting person's election upon separation. The filing shows a notional price of $40.61 and reports 3,260.331 shares beneficially owned following the transaction. The filing was confirmed by Melanie Bowling.

Positive

• Transparent disclosure of the phantom stock grant including units, notional price, and post‑transaction beneficial ownership
• Alignment of incentives via phantom stock that ties executive economics to company share value
• Settlement flexibility allows cash or share settlement, providing operational flexibility for both executive and issuer

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine executive compensation grant that modestly increases insider economic exposure to First Merchants' stock price.

The Form 4 discloses a non‑cash grant of 28.428 phantom stock units to the CEO/Director, settled in cash or shares upon separation, with a referenced notional price of $40.61. The grant increases the reporting person's beneficial ownership to 3,260.331 shares. This appears to be a compensation/retention award rather than a market purchase or sale, so near‑term market impact is likely limited. Documentation includes a confirming statement by Melanie Bowling.

Corporate Governance Expert

TL;DR: Compensation disclosed is standard for senior executives and includes cash or equity settlement flexibility.

The disclosure shows phantom stock that vests or pays out upon separation and gives the executive the option of cash or equity settlement, which is common in executive pay design. The filing clearly identifies the reporting person as CEO and Director and provides post‑grant beneficial ownership. No departures, amendments, or unusual terms are disclosed in the Form 4 itself.

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

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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^*

HARDWICK MARK K

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		28.428		(1)	(1)	Common Stock	28.428	$40.61	3,260.331	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 did the Form 4 filed for FRMEP report on 09/22/2025?

The Form 4 reports a grant of 28.428 phantom stock units to Mark K. Hardwick on 09/22/2025, with a notional price of $40.61.

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

The filing shows the reporting person beneficially owns 3,260.331 shares following the reported transaction.

Who is the reporting person on this Form 4 for FRMEP?

The reporting person is Mark K. Hardwick, identified as Chief Executive Officer and Director of First Merchants.

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

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

Was the Form 4 signed or confirmed by anyone else?

The record includes a confirming statement by Melanie Bowling dated 09/22/2025.