13 unchanged sentences
There have been no changes in the Corporation’s internal controls over financial reporting identified in connection with the evaluation referenced above that occurred during the Corporation’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
−Removed: FORVIS, LLP, the independent registered public accounting firm that audited the financial statements included in Item 8 of this Annual Report on Form 10-K, has issued an attestation report on the Corporation’s internal control over financial reporting as of December 31, 2023, which appears as follows.
+Added: FORVIS MAZARS, LLP, the independent registered public accounting firm that audited the financial statements included in Item 8 of this Annual Report on Form 10-K, has issued an attestation report on the Corporation’s internal control over financial reporting as of December 31, 2024, which appears as follows.
ITEM 9., ITEM 9A., ITEM 9B.
6 unchanged sentences
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the Corporation maintained, in all material respects, effective internal control over financial
−Removed: reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework:
+Added: In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework:
(2013) issued by COSO.
7 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.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
−Removed: exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
+Added: 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.
3 unchanged sentences
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;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
−Removed: 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;
−Removed: 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
+Added: (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;
+Added: 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 statements.
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.
+Added: Forvis Mazars, LLP
Indianapolis, Indiana
38 unchanged sentences
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
−Removed: Our independent registered public accounting firm is FORVIS, LLP , Indianapolis, IN , Auditor Firm ID:
+Added: Our independent registered public accounting firm is Forvis Mazars, LLP , Indianapolis, IN , Auditor Firm ID:
The Corporation will provide information that is responsive to this Item 14 in its 2025 Proxy Statement or in an amendment to this Annual Report on Form 10-K not later than 120 days after the end of the fiscal year covered hereby.
13 unchanged sentences
Description of Exhibits :
−Removed: 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.
−Removed: 3.2 Bylaws of First Merchants Corporation effective as of November 9, 2023 (2)
+Added: 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 May 22, 2024) (SEC No.
+Added: 3.2 Bylaws of First Merchants Corporation effective as of May 20, 2024 (Incorporated by reference to Exhibit 3.2 of registrant’s Form 8-K filed on May 22, 2024) (SEC No.
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.
34 unchanged sentences
000-17071) (1 )
+Added: 10.10 First Merchants Corporation Change of Control Agreement, effective August 23, 2021, with Chad W.
+Added: 10.11 First Merchants Corporation Change of Control Agreement, effective November 1, 2024 with Joseph C.
10.12 First Merchants Corporation Supplemental Executive Retirement Plan and amendments thereto (Incorporated by reference to Exhibit 10.7 of registrant's Form 10-K filed on March 27, 1998) (SEC No.
13 unchanged sentences
333-232362) (1)
−Removed: 10.17 Consulting Agreement between Michael C.
−Removed: Rechin and First Merchants Corporation, effective January 1, 2021 (Incorporated by reference to Exhibit 10.1 of registrant’s Form 8-K filed on September 29, 2020) (SEC No.
−Removed: 000-17071) (1)
−Removed: 10.18 Amendment to Consulting Agreement between Michael C.
−Removed: 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.
−Removed: 000-17071)(1)
10.19 Level One Bancorp, Inc.
4 unchanged sentences
333-223866) (1)
+Added: 10.21 First Merchants Corporation 2024 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of registrant's Form 8-K filed on May 10, 2024) (SEC No.
+Added: 000-17071) (1)
+Added: 10.22 First Merchants Corporation 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of registrant's Form 8-K filed on May 10, 2024) (SEC No.
+Added: 000-17071) (1)
+Added: 10.23 First Merchants Corporation Equity Compensation Plan for Non-Employee Directors (incorporated by reference to registrants Form S-8 filed on June 4, 2024) (SEC No.
+Added: 333-232362) (1)
+Added: 19 Insider Trading Policy (2)
21 Subsidiaries of registrant (2)
5 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
−Removed: 97 First Merchants Corporation Clawback Policy (2)
+Added: 97 First Merchants Corporation Clawback Policy ( incorporated by referenc e to Exhibit 97 of First Mer chants Corporation ’ s Annual Report on Form 10-K for the year ended December 31, 2023)
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL
49 unchanged sentences
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.