Current Report · Items 1.01, 8.01, 9.01 · 8-K

First Merchants Corporation

Entry into a Material Definitive Agreement · Other Events

Filed Sep 24, 2026Accepted Sep 23, 2026, 6:22 PM EDTCIK 712534Accession 0001193125-26-399714

Company context

First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation has one full-service bank charter, First Merchants Bank. The Bank also operates as First Merchants Private Wealth Advisors (as a division of First Merchants Bank). First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

Current securities

FRMENASDAQ · EQUITY · Current FRMEPNASDAQ · EQUITY · Current

Recent company filings

Registered securities in this filing

FIRST MERCHANTS CORP · 8-K · Filed 2026-09-24

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.125 stated value per share

Symbol: FRME
Exchange: NASDAQ
Classification: COMMON
Status: Current

Filing context

Context: duration_2026-09-23_to_2026-09-23_us-gaap-StatementClassOfStockAxis_us-gaap-CommonStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Depositary Shares, each representing a 1/100th interest in a Share of Non-Cumulative Perpetual Preferred Stock, Series A

Symbol: FRMEP
Exchange: NASDAQ
Classification: PREFERRED
Status: Current

Filing context

Context: duration_2026-09-23_to_2026-09-23_us-gaap-StatementClassOfStockAxis_us-gaap-SeriesAPreferredStockMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000119312526399714 · 2 registered-security cover members

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Disclosure sections

Items 1.01, 8.01, 9.01

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Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 23, 2026, First Merchants Corporation, an Indiana corporation (the “Corporation”), entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., as representatives of the underwriters named therein (the “Underwriters”). Pursuant to the terms of the Underwriting Agreement, the Corporation agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, $100,000,000 aggregate principal amount of the Corporation’s 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (File No. 333-298983). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. On September 23, 2026, the Corporation issued a press release announcing the pricing of its offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Filed exhibits (1)

EX-99.1 (by filename) d172960dex991.htm

Exhibit 99.1 N / E / W / S R / E / L / E / A / S / E September 23, 2026 FOR IMMEDIATE RELEASE For more information, contact: First Merchants Corporation Nicole M. Weaver, First Vice President and Director of Corporate Administration 765-521-7619 http://www.firstmerchants.com SOURCE: First Merchants Corporation, Muncie, Indiana FIRST MERCHANTS CORPORATION ANNOUNCES PRICING OF SUBORDINATED NOTES OFFERING MUNCIE, IN., September 23, 2026 - First Merchants Corporation (Nasdaq: FRME) (the “Company”) today announced the pricing of its offering of $100 million of its 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”) in a registered public offering (the “Offering”). The Notes will initially bear interest at 6.750% per annum from and including September 25, 2026 to, but excluding, October 1, 2031, with interest payable semiannually in arrears commencing on April 1, 2027. Commencing October 1, 2031, the interest rate on the Notes will reset quarterly to a floating rate per annum equal to a benchmark rate that is expected to be Three-Month Term SOFR (which is defined in the Notes) plus 202 basis points, with interest payable quarterly in arrears. The Company …

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