[8-K] 1st Source Corp Reports Material Event

Rhea-AI Filing Summary

On 24 Jul 2025, 1st Source Corporation (NASDAQ: SRCE) filed an 8-K announcing a planned leadership succession effective 1 Oct 2025 under Item 5.02. Current Chairman & CEO Christopher J. Murphy III will step down from all CEO and board-chair roles at both the holding company and 1st Source Bank and become Executive Chairman. The Board promoted three internal executives:

• Andrea G. Short to Chief Executive Officer of the Company (retaining her President title and CEO of the Bank) with an expected five-year employment agreement.
• Kevin C. Murphy—Christopher III’s son—to President of the Bank while remaining Executive Vice President of the Company.
• Brett A. Bauer to Executive Vice President, Chief Financial Officer & Treasurer of both the Company and the Bank.

No financial results, strategic shifts or other material transactions were disclosed. Each executive will execute amended employment agreements. The filing is strictly a governance update; no exhibits contain financial statements.

Positive

• Planned CEO succession announced well in advance, reducing operational uncertainty.
• Internal promotions maintain strategic continuity and leverage existing expertise.

Negative

• Familial appointment of Kevin Murphy may raise governance and nepotism concerns among investors.
• No financial guidance accompanied the leadership changes, leaving impact on performance unclear.

Insights

Corporate Governance Expert

TL;DR Orderly internal succession limits disruption, but family promotion heightens governance scrutiny; overall neutral investor impact.

The Board provided more than two months’ notice, signalling a well-planned transition that should sustain operational continuity. Promoting long-tenured executives like Andrea Short and Brett Bauer preserves institutional knowledge and avoids integration risk. However, elevating Kevin Murphy, the CEO’s son, to Bank President introduces perceived nepotism and may attract proxy-adviser questions about independence and meritocracy. Because Christopher III remains Executive Chairman, investors should monitor board dynamics and CEO autonomy. With no financial guidance or strategic change announced, the disclosure is governance-centric and likely neutral to near-term valuation.

Bank Industry Analyst

TL;DR Succession keeps experienced bankers in key roles, supporting business continuity; modestly positive for stakeholder confidence.

Andrea Short has led the Bank and Company as President, so her elevation to CEO formalises existing responsibilities and should reassure clients and regulators. Brett Bauer’s promotion to EVP signals stability in finance leadership. Kevin Murphy’s broad IT and digital background aligns with sector-wide technology priorities, potentially enhancing competitive positioning. Absence of balance-sheet or earnings data means no direct effect on capital ratios or profitability models, yet the transparent hand-off reduces key-person risk—a slight positive for credit and equity holders.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 24, 2025

1st Source Corporation

(Exact name of registrant as specified in its charter)

Indiana			0-6233			35-1068133
(State or other jurisdiction of incorporation)			(Commission File No.)			(I.R.S. Employer Identification No.)

100 North Michigan Street, South Bend, Indiana 46601

(Address of principal executive offices)     (Zip Code)

574-235-2000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock - without par value

SRCE

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On July 24, 2025, Christopher J. Murphy III, Chairman of the Board and Chief Executive Officer of 1st Source Corporation (the “Company”) and Chairman of the Board of 1st Source Bank (the “Bank”), formally informed the Board of Directors of the Company of his intent to step down from his existing positions with the Company and the Bank effective October 1, 2025. The Board of the Company approved Mr. Murphy’s request to step down from his existing positions and resolved that effective October 1, 2025, Mr. Murphy will assume the role of Executive Chairman of the Company and the Bank. It is expected that Mr. Murphy will enter into an amended employment agreement.

Additionally, the Board of Directors of the Company resolved that effective October 1, 2025, Andrea G. Short will be promoted to the position of Chief Executive Officer of the Company. Ms. Short will remain President of the Company and Chief Executive Officer of the Bank. It is expected that Ms. Short will enter into an amended employment agreement with a minimum term of five years.

Also, the Board of Directors resolved that effective October 1, 2025, Kevin C. Murphy will be promoted to President of the Bank. Mr. Murphy will remain Executive Vice President of the Company. Mr. Murphy, who is 50 years old, has served as Executive Vice President of the Company and the Bank since the end of 2022. Mr. Murphy joined the Bank during 2006 and his career has taken him through many different areas and management roles in the Bank: IT Web Development, Branch Systems, Treasury Products and Customer Support, Electronic Banking, Central Region President, Chief Information Officer and most recently as Group Head of IT, Marketing, and Digital Strategy. Mr. Murphy is the son of Christopher J. Murphy, III and the brother of Christopher J. Murphy IV who is a member of the Company’s and the Bank’s Board of Directors. Mr. Murphy and members of his immediate family are customers of and have had banking relationships with the Bank in the ordinary course of business and in compliance with applicable federal and state laws and regulations. It is expected that Mr. Murphy will enter into an employment agreement with substantially the same terms as other executive officer employment agreements.

Finally, Brett A. Bauer, Senior Vice President, Chief Financial Officer and Treasurer of the Company and the Bank, was promoted to Executive Vice President, Chief Financial Officer and Treasurer of the Company and the Bank. It is expected that Mr. Bauer will enter into an amended employment agreement.

ITEM 9.01    Financial Statements and Exhibits.

Exhibit 99.1:    Press release issued by 1st Source Corporation on July 24, 2025.

101        Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business reporting Language).

104        Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						1st SOURCE CORPORATION
						(Registrant)
Date: July 29, 2025						/s/ BRETT A. BAUER
						Brett A. Bauer
						Treasurer and Chief Financial Officer
						Principal Accounting Officer

FAQ

When will Christopher J. Murphy III step down as SRCE CEO?

He will relinquish CEO and board-chair duties on October 1, 2025 and become Executive Chairman.

Who will become the new CEO of 1st Source Corporation (SRCE)?

Andrea G. Short will assume the role of Chief Executive Officer while retaining her President title.

What new position was given to Kevin C. Murphy at 1st Source Bank?

Kevin C. Murphy was promoted to President of the Bank and remains Executive Vice President of the Company.

Did 1st Source Corporation disclose any financial results in this 8-K filing?

No, the filing focuses solely on leadership changes; no earnings or balance-sheet data were provided.

Will the promoted executives receive new employment agreements?

Yes, each executive is expected to enter into amended or new employment agreements covering their updated roles.