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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 33 added, 41 removed, 192 unchanged (28% of the section changed)

11 unchanged sentences

In making this assessment, management used the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

As permitted by SEC guidance, management excluded from its assessment the operations of the Level One Bancorp, Inc.

acquisition made during 2022, which is described in NOTE 2.

ACQUISITIONS of the Notes to Consolidated Financial Statements included as Item 8 of this Annual Report on Form 10-K.

The assets of Level One Bancorp, Inc.

represented approximately 13 percent of the Corporation's consolidated assets as of December 31, 2022.

Based on this assessment, management has determined that the Corporation’s internal control over financial reporting as of December 31, 2023 is effective based on the specified criteria.

9 unchanged sentences

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework:

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial

reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework:

(2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Corporation as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022 and our report dated March 1, 2023, expressed an unqualified opinion on those financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Corporation as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, and our report dated February 29, 2024,expressed an unqualified opinion on those financial statements.

Basis for Opinion

5 unchanged sentences

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

As described in management’s report, the scope of management’s assessment of internal control over financial reporting as of December 31, 2022 has excluded Level One Bancorp, Inc.

acquired on April 1, 2022.

Level One Bancorp, Inc.

represented nine percent of consolidated revenues for the year ended December 31, 2022, and seven percent of consolidated total assets as of December 31, 2022.

Definitions and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles.

A corporation’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the corporation;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the corporation are being made only in accordance with authorizations of management and directors of the corporation;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the corporation’s assets that could have a material effect on the financial

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

(Formerly BKD, LLP)

Indianapolis, Indiana

March 1, 2023

February 29, 2024

ITEM 9., ITEM 9A., ITEM 9B.

4 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required under this Item 10 relating to executive officers is set forth in Part I, “Supplemental Information - Information about our Executive Officers” of this Annual Report on Form 10-K.

The Corporation has adopted a Code of Ethics that applies to its Chief Executive Officer, President, Chief Financial Officer, Corporate Controller and Corporate Treasurer.

33 unchanged sentences

That information is incorporated in this Item 14 by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

FINANCIAL INFORMATION

11 unchanged sentences

3.1 First Merchants Corporation Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 of registrant’s Form 8-K filed on March 24, 2022) (SEC No.

3.2 Bylaws of First Merchants Corporation effective as of June 22, 2022 (Incorporated by reference to Exhibit 3.1 of registrant’s Form 8-K filed on June 23, 2022) (SEC No.

3.2 Bylaws of First Merchants Corporation effective as of November 9, 2023 (2)

4.1 First Merchants Corporation Amended and Restated Declaration of Trust of First Merchants Capital Trust II dated as of July 2, 2007 (Incorporated by reference to Exhibit 4.1 of registrant's Form 8-K filed on July 3, 2007) (SEC No.

4 unchanged sentences

4.6 Upon request, the registrant agrees to furnish supplementally to the Commission a copy of the instruments defining the rights of holders of its (a) 5.00% Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5 million and (b) 6.75% Fixed-to-Floating Rate Subordinated Notes due 2028 in aggregate principal amount of $65 million.

4.7 Description of the Registrant's Securities Registered under Section 12 of the Securities Exchange Act of 1934 (2)

4.7 Description of the Registrant's Securities Registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.7 of registrant's Form 10-K filed on March 1, 2023) (SEC No.

4.8 Deposit Agreement by and among First Merchants Corporation, Broadridge Corporate Issuer Solutions, Inc., as depositary, and holders from time to time of the depositary receipts described therein, as amended on March 30, 2022 (Incorporated by reference to Exhibit 4.1 of registrant’s Form 8-A filed on March 30, 2022) (SEC No.

2 unchanged sentences

4.11 First Supplemental Indenture, dated as of March 31, 2022, among First Merchants Corporation, Level One Bancorp, Inc.

and Wilmington Trust, National Association, as trustee (2)

and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.11 of registrant's Form 10-K filed on March 1, 2023) (SEC No.

4.12 Form of 4.75% Fixed-to-Floating Rate Subordinated Notes due 2029 (Incorporated by reference to Exhibit 4.2 of Level One Bancorp, Inc.’s Form 8-K filed on December 19, 2019) (SEC No.

41 unchanged sentences

10.18 Amendment to Consulting Agreement between Michael C.

Rechin and First Merchants Corporation, effective January 1, 2023 (1) (2)

Rechin and First Merchants Corporation, effective January 1, 2023 (Incorporated by reference to Exhibit 10.8 of registrant's Form 10-K filed on March 1, 2023) (SEC No.

000-17071)(1)

10.19 Level One Bancorp, Inc.

11 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)

97 First Merchants Corporation Clawback Policy (2)

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL

10 unchanged sentences

FORM 10-K SUMMARY.

Not applicable.

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 1st day of March, 2023.

FIRST MERCHANTS CORPORATION

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed by the following persons on behalf of the registrant and in the capacities indicated, on this 1st day of March, 2023.

Hardwick /s/ Michele M.

10 unchanged sentences

Kellogg, Director

/s/ Patrick J.

Fehring* /s/ Gary J.

Fehring, Director Gary J.

/s/ Mung Chiang* /s/ Gary J.

Mung Chiang, Director Gary J.

Lehman, Director

/s/ Michael J.

Fisher* /s/ Michael C.

Fisher, Director Michael C.

/s/ Patrick J.

Fehring* /s/ Michael C.

Fehring, Director Michael C.

Rechin, Director

Howard Halderman* /s/ Charles E.

Howard Halderman, Director Charles E.

/s/ Michael J.

Fisher* /s/ Charles E.

Fisher, Director Charles E.

Schalliol, Director

Hardwick* /s/ Jason R.

Hardwick, Director Jason R.

Howard Halderman* /s/ Jason R.

Howard Halderman, Director Jason R.

Sondhi, Director

/s/ William L.

Hoy* /s/ Jean L.

Hoy, Director Jean L.

Hardwick* /s/ Jean L.

Hardwick, Director Jean L.

Wojtowicz, Director

3 unchanged sentences

As Attorney-in-Fact

March 1, 2023

February 29, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures