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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-24 · 410 added, 475 removed, 1970 unchanged (31% of the section changed)

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Report of Independent Registered Public Accounting Firm

To the Stockholders, Board of Directors and Audit Committee

Stockholders, Board of Directors, and Audit Committee

First Merchants Corporation

1 unchanged sentence

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of First Merchants Corporation (the “Corporation”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2025, expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of First Merchants Corporation (the “Corporation”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Corporation’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework:

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2026, expressed an unqualified opinion thereon .

Basis for Opinion

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(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses

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• Evaluating the forecast adjustment, including assessing that it is reasonable and supportable

Forvis Mazars, LLP

We have served as the Corporation’s auditor since at least 1982;

however, an earlier year cannot be reliably determined.

Forvis Mazars, LLP

Indianapolis, Indiana

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Other customer fees 1,545 1,547 1,880

Increase in cash surrender value of life insurance 5,655 5,320 5,210

Gains on life insurance benefits 2,809 3,027 5,964

Net realized gains (losses) on sales of available for sale securities ( 20,757 ) ( 6,930 ) 1,194

Earnings on bank-owned life insurance 7,613 8,464 8,347

Net realized losses on sales of available for sale securities ( 8 ) ( 20,757 ) ( 6,930 )

Gain on branch sale — 19,983 —

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Total Noninterest Income 126,934 125,580 105,602

NONINTEREST EXPENSES

NONINTEREST EXPENSE

Salaries and employee benefits 225,080 221,167 228,745

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Other expenses 28,369 27,957 28,502

Total Noninterest Expenses 379,266 388,270 355,715

INCOME BEFORE INCOME TAX 231,728 259,232 255,674

Total Noninterest Expense 382,583 379,266 388,270

Income Before Income Taxes 259,114 231,728 259,232

Income tax expense 33,113 30,326 35,446

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NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 224,126 $ 199,527 $ 221,911

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS PER SHARE DATA:

Per Share Data:

Basic Net Income Available to Common Stockholders $ 3.90 $ 3.42 $ 3.74

Diluted Net Income Available to Common Stockholders $ 3.88 $ 3.41 $ 3.73

Cash Dividends Paid to Common Stockholders $ 1.39 $ 1.34 $ 1.25

Cash Dividends Paid $ 1.43 $ 1.39 $ 1.34

Average Diluted Common Shares Outstanding (in thousands) 57,726 58,533 59,489

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CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in Thousands) December 31, 2025 December 31, 2024 December 31, 2023

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Unrealized holding gain (loss) arising during the period 71,524 ( 39,438 ) 70,084

Reclassification adjustment for (gain) loss included in net income 20,757 6,930 ( 1,194 )

Reclassification adjustment for losses included in net income 8 20,757 6,930

Tax effect ( 15,022 ) 3,923 ( 16,173 )

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Unrealized gain (loss) on cash flow hedges:

Unrealized holding gain (loss) arising during the period — ( 179 ) 479

Reclassification adjustment for (gain) loss included in net income — 15 521

Unrealized holding loss arising during the period — — ( 179 )

Reclassification adjustment for losses included in net income — — 15

Tax effect — — 34

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Defined benefit pension plans:

Net gain (loss) arising during the period 2,586 3,045 ( 1,076 )

Net gain arising during the period 2,552 2,586 3,045

Reclassification adjustment for amortization of prior service cost 30 — 82

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Total other comprehensive income (loss), net of tax 58,550 ( 12,715 ) 63,181

Comprehensive income (loss) $ 188,687 $ 286,967 $ ( 72,175 )

Comprehensive income $ 284,551 $ 188,687 $ 286,967

See notes to consolidated financial statements.

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CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Cumulative Preferred Stock Non-Cumulative Preferred Stock Common Stock Additional Accumulated Other

(Dollars in Thousands, Except Share Data) Shares Amount Shares Amount Shares Amount Paid in Capital Retained Earnings Comprehensive Income (Loss) Total

(Dollars in Thousands, Except Share Data) Shares Amount Shares Amount Shares Amount Paid in Capital Retained Earnings Comprehensive Loss Total

Balance, December 31, 2022 125 $ 125 10,000 $ 25,000 59,170,583 $ 7,396 $ 1,228,626 $ 1,012,774 $ ( 239,151 ) $ 2,034,770

Comprehensive loss:

Comprehensive income:

Net income — — — — — — — 223,786 — 223,786

Other comprehensive loss, net of tax — — — — — — — — ( 294,264 ) ( 294,264 )

Other comprehensive income, net of tax — — — — — — — — 63,181 63,181

Cash dividends on preferred stock ($ 187.52 per share)

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— — — — — — — ( 80,061 ) — ( 80,061 )

Issuance of stock related to acquisition — — 10,000 25,000 5,588,962 699 236,690 — — 262,389

Share-based compensation — — — — 133,877 17 5,141 — — 5,158

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Net income — — — — — — — 201,402 — 201,402

Other comprehensive income, net of tax — — — — — — — — 63,181 63,181

Other comprehensive loss, net of tax — — — — — — — — ( 12,715 ) ( 12,715 )

Cash dividends on preferred stock ($ 187.52 per share)

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— — — — — — — ( 81,623 ) — ( 81,623 )

Repurchases of common stock — — — — ( 1,648,466 ) ( 206 ) ( 55,962 ) — — ( 56,168 )

Excise tax on common stock repurchases — — — — — — ( 517 ) — — ( 517 )

Share-based compensation — — — — 89,886 11 5,807 — — 5,818

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Net income — — — — — — — 226,001 — 226,001

Other comprehensive loss, net of tax — — — — — — — — ( 12,715 ) ( 12,715 )

Other comprehensive income, net of tax — — — — — — — — 58,550 58,550

Cash dividends on preferred stock ($ 187.52 per share)

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Gain on branch sale — ( 19,983 ) —

Net (gains) losses on sales of securities available for sale 20,757 6,930 ( 1,194 )

Net losses on sales of securities available for sale 8 20,757 6,930

Increase in cash surrender of life insurance ( 6,521 ) ( 5,655 ) ( 5,320 )

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Securities held to maturity 99,286 96,485 104,865

Change in Federal Home Loan Bank stock 79 ( 3,244 ) 1,899

Purchases of Federal Home Loan Bank stock ( 5,644 ) — ( 3,373 )

Redemptions of Federal Home Loan Bank stock 89 79 129

Payment of capital calls to qualified affordable housing investments ( 48,012 ) ( 29,682 ) ( 11,685 )

Net change in loans ( 965,558 ) ( 419,410 ) ( 621,786 )

Net cash and cash equivalents received in acquisition — — 137,780

Net cash and cash equivalents paid in divestiture of branches — ( 243,504 ) —

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Other adjustments ( 13,828 ) ( 13,668 ) ( 33,905 )

Net cash used in investing activities ( 252,424 ) ( 344,425 ) ( 462,685 )

Net cash used by investing activities ( 773,823 ) ( 252,424 ) ( 344,425 )

Cash Flows from Financing Activities:

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Interest paid $ 386,646 $ 429,702 $ 337,104

Income tax paid 7,627 34,838 13,819

Income taxes paid 20,746 7,627 34,838

Loans transferred to other real estate owned 3,055 820 1,224

Premises and equipment transferred to other real estate owned 69 5,020 1,490

Fixed assets transferred to other real estate owned 3,330 69 5,020

Non-cash investing activities using trade date accounting 6,745 10,018 3,273

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CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

In conjunction with the acquisition, liabilities were assumed as follows:

2024 December 31,

2023 December 31,

Fair value of assets acquired $ — $ — $ 2,510,576

Cash paid in acquisition — — ( 79,324 )

Common stock issued — — 237,389

Preferred stock issued — — 25,000

Liabilities assumed $ — $ — $ 2,168,863

In conjunction with the divestiture, liabilities were divested as follows:

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Financial Statement Preparation

The accounting and reporting policies of the Corporation and the Bank, conform to accounting principles generally accepted in the United States of America and reporting practices followed by the banking industry.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The accounting and reporting policies of the Corporation and the Bank conform to accounting principles generally accepted in the United States of America (“GAAP”) and to prevailing practices within the banking industry.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period.

Actual results could differ from those estimates.

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Additionally, the Bank operates as First Merchants Private Wealth Advisors (a division of First Merchants Bank).

The Bank generates commercial, mortgage, and consumer loans and receives deposits from customers located primarily in central and northern Indiana, northeast Illinois, central Ohio and southeast Michigan counties.

The Bank generates commercial, mortgage, and consumer loans and receives deposits from customers located primarily in central and northern Indiana, central Ohio and southeast Michigan counties.

The Bank’s loans are generally secured by specific items of collateral, including real property, consumer assets and business assets.

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INVESTMENT SECURITIES of these Notes to Consolidated Financial Statements.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

Allowance for Credit Losses on Investment Securities Available for Sale

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The Corporation has made the accounting policy election to exclude accrued interest receivable on investment securities available for sale from the estimate of credit losses.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

Investment securities available for sale are charged off against the allowance or, in the absence of any allowance, written down through the income statement when deemed uncollectible or when either of the aforementioned criteria regarding intent or requirement to sell is met.

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With regard to U.S.

Government-sponsored agency and mortgage-backed securities, all these securities are issued by a U.S.

Government-sponsored agency and mortgage-backed securities, all of these securities are issued by a U.S.

Government-sponsored entity and have an implicit or explicit government guarantee;

With regard to securities issued by states and municipalities and other investment securities held to maturity, management considers (1) issuer bond ratings, (2) the financial condition of the issuer, (3) historical loss rates for given bond ratings, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities.

therefore, no allowance for credit losses has been recorded for these securities.

With regard to securities issued by states and municipalities and other investment securities held to maturity, management considers (1) issuer bond ratings, (2) historical loss rates for given bond ratings, (3) the financial condition of the issuer, and (4) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities.

Historical loss rates associated with securities having similar grades as those in the Corporation’s portfolio have generally not been significant.

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In the event of prepayment, unamortized discounts or premiums on PCD and non-PCD loans are recognized in interest income.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

Allowance for Credit Losses - Loans (“ACL - Loans”)

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LOANS AND ALLOWANCE FOR CREDIT LOSSES of these Notes to Consolidated Financial Statements.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

The Corporation has defined-benefit pension plans, including non-qualified plans for certain employees, former employees and former non-employee directors.

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Qualified Affordable Housing Investments

Qualified affordable housing investments are investments related to low income housing tax credits (“LIHTC”).

Qualified affordable housing investments are investments related to low-income housing tax credits.

The purpose of the Corporation’s investment in LIHTC partnerships is to assist in achieving the goals of the Community Reinvestment Act and to earn an adequate return on capital via the federal income tax credit.

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Revenue and expenses from operations and changes in the valuation are included in other real estate owned and foreclosure expenses.

DERIVATIVE INSTRUMENTS

Derivative Financial Instruments

Derivative instruments, which are recorded as assets or liabilities in the Consolidated Balance Sheets, are carried at fair value and reflects the estimated amounts that would have been received or paid to terminate these contracts at the reporting date based upon pricing or valuation models applied to current market information.

As part of the asset/liability management program, the Corporation will utilize, from time to time, interest rate floors, caps or swaps to reduce its sensitivity to interest rate fluctuations.

Changes in the fair values of derivatives are reported in the consolidated statements of operations or AOCI depending on the use of the derivative and whether the instrument qualifies for hedge accounting.

Changes in the fair values of derivative instruments are reported in the consolidated statements of operations or AOCI depending on the use of the derivative and whether the instrument qualifies for hedge accounting.

The key criterion for hedge accounting is that the hedged relationship must be highly effective in achieving offsetting changes in those cash flows that are attributable to the hedged risk, both at inception of the hedge and on an ongoing basis.

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SHARE-BASED COMPENSATION of these Notes to Consolidated Financial Statements.

Income tax expense in the Consolidated Statements of Income is the total of the current year income tax due or refundable and changes in deferred tax assets and liabilities.

Income tax expense in the Consolidated Statements of Income is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities.

Deferred tax assets and liabilities are the expected future tax amounts from the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates.

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Details of the Corporation’s income taxes are included in NOTE 19.

INCOME TAX of these Notes to Consolidated Financial Statements.

INCOME TAXES of these Notes to Consolidated Financial Statements.

Net Income Per Common Share

Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding.

Diluted net income per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding, plus the dilutive effect of outstanding stock options and non-vested restricted stock awards.

Basic net income per common share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding.

Diluted net income per common share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding, plus the dilutive effect of outstanding stock options and non-vested restricted stock awards.

Potentially dilutive common shares are excluded from the computation of diluted earnings per share in the periods where the effect would be antidilutive.

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RECENT ACCOUNTING CHANGES ADOPTED IN 2025

FASB Accounting Standards Updates - No.

2023-02 - Investments - Equity Method and Joint Ventures (Topic 323) - Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method

Summary - The FASB issued ASU No.

2023-02, Investments—Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method , which is intended to improve the accounting and disclosures for investments in tax credit structures.

The ASU is a consensus of the FASB’s Emerging Issues Task Force (“EITF”).

The ASU allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

The ASU responds to stakeholder feedback that the proportional amortization method provides investors and other allocators of capital with a better understanding of the returns from investments that are made primarily for the purpose of receiving income tax credits and other income tax benefits.

Reporting entities were previously permitted to apply the proportional amortization method only to qualifying tax equity investments in low-income housing tax credit (LIHTC) structures.

In recent years, stakeholders asked the FASB to extend the application of the proportional amortization method to qualifying tax equity investments that generate tax credits through other programs, which resulted in the EITF addressing this issue.

For public business entities, the amendments became effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

For all other entities, the amendments will become effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

Early adoption is permitted for all entities in any interim period.

The Corporation adopted this guidance in the first quarter of 2024 and adoption did not have a significant impact on the Corporation’s financial statements or disclosures.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

FASB Accounting Standards Updates - No.

2023-07 - Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosure

Summary - The FASB issued ASU No.

2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosure , which is intended to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses.

The key amendments:

• Require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss.

• Require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition.

The other segment items category is the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss.

• Require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by FASB ASC Topic 280, Segment Reporting , in interim periods.

• Clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit or loss.

However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements.

• Require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

• Require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in the ASU and all existing segment disclosures in Topic 280.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , applies to all public entities that are required to report segment information in accordance with Topic 280.

All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Corporation adopted this guidance in 2024 and adoption did not have a significant impact on the Corporation’s financial statements or disclosures, as the Corporation has one operating segment.

SEGMENT INFORMATION of these Notes to Consolidated Financial Statements for disclosure.

New Accounting Pronouncements Not Yet Adopted

The Corporation continually monitors potential accounting pronouncements and the following pronouncements have been deemed to have the most applicability to the Corporation's financial statements:

FASB Accounting Standards Update No.

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Improvements to Income Tax Disclosures

Summary - The FASB issued ASU No.

Summary - In the fourth quarter of 2025, the Corporation adopted ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures in the fourth quarter of 2023.

This ASU is intended to enhance income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s worldwide operations.

The two primary enhancements disaggregate existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid.

These amendments require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

The amendments also require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received).

For public business entities, the amendments are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issue.

The amendments should be applied on a prospective basis.

The Corporation is assessing the terms of this guidance, but adoption of the standard is not expected to have a significant impact on the Corporation’s financial statements or disclosures.

Improvements to Income Tax Disclosures .

This ASU enhances existing income tax disclosure requirements by requiring more detailed information about the effective tax rate reconciliation and income taxes paid.

The amendments require enhanced disclosure of significant reconciling items in the effective tax rate reconciliation, including disclosure of specific categories within the rate reconciliation when quantitative thresholds are met.

In addition, entities are required to disclose income taxes paid (net of refunds received), disaggregated by federal, state, and foreign jurisdictions, as well as by individual jurisdictions that are significant to the entity.

The amendments are effective for annual periods beginning after December 15, 2024.

The Corporation adopted the amendments for the year ended December 31, 2025.

The guidance may be applied on a prospective basis;

retrospective application is also permitted.

The adoption did not have a material effect on the Corporation’s financial statements or related disclosures.

INCOME TAXES of the Notes to Consolidated Financial Statements for additional information.

NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

The Corporation continually monitors potential accounting pronouncements and the following pronouncements have been deemed to have the most applicability to the Corporation's financial statements:

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

FASB Accounting Standards Update No.

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The Corporation is assessing the terms of this guidance, but adoption of the standard is not expected to have a significant impact on the Corporation’s financial statements or disclosures.

FASB Accounting Standards Update No.

2025-08 - Financial Instruments - Credit Losses (Topic 326):

Purchased Loans

Summary - The FASB issued ASU No.

2025-08, Financial Instruments - Credit Losses (Topic 326):

Purchased Loans in the fourth quarter of 2025.

This ASU requires that purchased seasoned loans be accounted for using the gross-up approach, which will enhance comparability and consistency in the accounting for acquired financial assets.

The amendments in this Update expand the population of acquired financial assets accounted for under the gross‑up approach by requiring that purchased seasoned loans—defined as loans (excluding credit cards) acquired without credit deterioration and deemed ‘seasoned’—be recognized using the gross‑up methodology at acquisition.

Entities must first determine that a loan is a non‑PCD asset and then assess whether it meets the definition of a purchased seasoned loan to apply the gross‑up approach.

The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, and are to be applied prospectively to loans acquired on or after the adoption date.

Early adoption is permitted for any interim or annual reporting period in which financial statements have not yet been issued or made available for issuance.

The Corporation plans to early adopt this guidance in connection with the acquisition of First Savings Financial Group, Inc.

(“First Savings”) in the first quarter of 2026, at which time the gross-up approach will be applied to loans acquired in the transaction, along with required quantitative disclosures of activity in the allowance for credit losses for purchased seasoned loans.

FASB Accounting Standards Update No.

2025-09 - Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements

Summary - The FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

hedge Accounting Improvements in the fourth quarter 2025.

The amendments in this Update clarify certain aspects of the guidance on hedge accounting and to address several incremental hedge accounting issues from the global reference rate reform initiative.

The objective is to more closely align hedge accounting with the economics of an entity’s risk management activities.

The five issues addressed in this Update are intended to better reflect those strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those fiscal years.

Early adoption is permitted.

The Corporation is assessing the terms of this guidance, but adoption of the standard is not expected to have a significant impact on the Corporation’s financial statements or disclosures.

FASB Accounting Standards Update No.

2025-10 - Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities

Summary - The FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities in the fourth quarter 2025.

This Update establishes authoritative U.S.

GAAP guidance for accounting for government grants received by business entities, including recognition, measurement, and presentation.

It provides specific guidance for grants related to assets and grants related to income.

The amendments exclude income taxes, below-market interest rate loans, and government guarantees.

The amendments are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those fiscal years.

Early adoption is permitted for any interim or annual reporting period in which financial statements have not yet been issued or made available for issuance.

The Corporation is assessing the terms of this guidance, but adoption of the standard is not expected to have a significant impact on the Corporation’s financial statements or disclosures.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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ACQUISITIONS AND DIVESTITURES

First Savings Financial Group, Inc.

On February 1, 2026 (the "Effective Time"), the Corporation completed the acquisition of First Savings Financial Group, Inc., an Indiana corporation (“First Savings”), pursuant to the Agreement and Plan of Merger, dated as of September 24, 2025, by and between the Corporation and First Savings (the “Merger Agreement”).

As of such Effective Time, each share of outstanding First Savings common stock was converted into the right to receive 0.85 of a share (the "Exchange Ratio") of First Merchants common stock, in a tax-free exchange, plus cash-in-lieu of any fractional share created by the Exchange Ratio.

Immediately prior to the Effective Time, each outstanding First Savings restricted stock award held by certain directors, executive officers and employees of First Savings, whether unvested or vested, was exchanged for shares of First Merchants common stock based on the Exchange Ratio according to their respective award agreement terms.

In addition, on the day immediately preceding the Effective Time, each outstanding option to acquire a share of First Savings common stock was cancelled in exchange for the right to receive a cash payment, which was paid by First Savings, equal to (i) $ 32.59 per share, which is equal to the Exchange Ratio multiplied by the volume-weighted average price of First Merchants common stock over the ten ( 10 ) consecutive trading days ending on January 27, 2026, less (ii) the option exercise price per share, and less (iii) any applicable withholding taxes.

The Corporation issued 6.1 million shares of its common stock, in exchange for all of the issued and outstanding shares of First Savings common stock.

Immediately following the Merger, First Savings Bank, a wholly-owned subsidiary of First Savings, merged with and into the Bank, with the Bank surviving the merger and continuing its corporate existence.

First Savings was headquartered in Jeffersonville, Indiana and had 16 banking centers serving the southern Indiana market and had total assets of $ 2.4 billion (unaudited), total loans of $ 1.9 billion (unaudited), and total deposits of $ 1.7 billion (unaudited) as of December 31, 2025.

The Corporation engaged in this transaction with the objective that the transaction would be accretive to earnings and add to the existing market area in Indiana that has a demographic profile consistent with many of the current Midwest markets served by the Bank.

For the year ended December 31, 2025, the Corporation recorded merger-related expenses of $ 0.8 million related to the First Savings acquisition.

The accompanying disclosures do not include the amount of assets acquired and liabilities assumed or any supplemental pro-forma information at the acquisition date, which was completed on February 1, 2026.

Due to the close proximity of the acquisition date to the planned filing of this Annual Report on Form 10-K for the year ended December 31, 2025, the initial accounting for the business combination is incomplete.

Accordingly, the Corporation is unable to estimate the financial effects of the acquisition on the consolidated financial statements as of December 31, 2025.

The Corporation will provide relevant disclosures as required by ASC 805 in its Quarterly Report on Form 10-Q for the quarter ending March 31, 2026.

Old Second National Bank Branch Sale

11 unchanged sentences

Total Liabilities 268,140

Level One Bancorp, Inc.

On April 1, 2022, the Corporation acquired 100 percent of Level One Bancorp, Inc.

(“Level One”).

Level One, a Michigan corporation, merged with and into the Corporation (the “Merger”), whereupon the separate corporate existence of Level One ceased and the Corporation survived.

Immediately following the Merger, Level One’s wholly owned subsidiary, Level One Bank, merged with and into the Bank, with the Bank as the surviving bank.

Level One was headquartered in Farmington Hills, Michigan and had 17 banking centers serving the Michigan market.

Pursuant to the merger agreement, each common shareholder of Level One received, for each outstanding share of Level One common stock held, (a) a 0.7167 share of the Corporation’s common stock, and (b) a cash payment of $ 10.17 .

The Corporation issued 5.6 million shares of the Corporation’s common stock and paid $ 79.3 million in cash, in exchange for all outstanding shares of Level One common stock.

Additionally, the Corporation issued 10,000 shares of newly created 7.5 percent non-cumulative perpetual preferred stock, with a liquidation preference of $ 2,500 per share, in exchange for the outstanding Level One Series B preferred stock.

Likewise, each outstanding Level One depositary share representing a 1/100th interest in a share of the Level One Series B preferred stock was converted into a depositary share of the Corporation representing a 1/100th interest in a share of its newly issued preferred stock (Nasdaq:

The Corporation engaged in this transaction with the expectation that it would be accretive to income and add to the existing market area in Michigan that has a demographic profile consistent with many of the current Midwest markets served by the Bank.

Goodwill resulted from this transaction due to the expected synergies and economies of scale.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1 unchanged sentence

(table dollar amounts in thousands, except share data)

Under the acquisition method of accounting, the total purchase price is allocated to net tangible and intangible assets based on their current estimated fair values on the date of the acquisition.

Based on valuations of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on assumptions that are subject to change based on the timing of the transaction, the purchase price for the Level One acquisition is detailed in the following table.

Cash and due from banks $ 217,104

Investment securities available for sale 370,071

Investment securities held to maturity 587

Loans held for sale 7,951

Loans 1,627,423

Allowance for credit losses - loans ( 16,599 )

Premises and equipment 11,848

Federal Home Loan Bank stock 11,688

Interest receivable 7,188

Cash surrender value of life insurance 30,143

Tax asset, deferred and receivable 16,223

Other assets 41,690

Deposits ( 1,930,790 )

Securities sold under repurchase agreements ( 1,521 )

Federal Home Loan Bank advances ( 160,043 )

Subordinated debentures ( 32,631 )

Interest payable ( 1,065 )

Other liabilities ( 42,813 )

Net tangible assets acquired 156,454

Other intangibles 18,642

Goodwill 166,617

Purchase price $ 341,713

The Corporation performed an evaluation of the loan portfolio in which there were loans that, at acquisition, had more than an insignificant amount of credit quality deterioration and were classified as purchased credit deteriorated (“PCD”).

Details of the PCD loans are included in NOTE 5.

LOANS AND ALLOWANCE FOR CREDIT LOSSES of these Notes to Consolidated Financial Statements.

Of the total purchase price, $ 18.6 million has been allocated to other intangible assets.

Approximately $ 17.2 million was allocated to a core deposit intangible, which will be amortized over its estimated life of 10 years.

Approximately $ 1.4 million was allocated to a non-compete intangible, which was amortized over its estimated life of 2 years.

The remaining purchase price has been allocated to goodwill, which is not deductible for tax purposes.

Pro Forma Financial Information

The results of operations of Level One have been included in the Corporation’s consolidated financial statements since the acquisition date.

The following schedule includes pro forma results for the year ended December 31, 2022 as if the Level One acquisition occurred as of the beginning of the periods presented.

December 31, 2022

Total revenue (net interest income plus other income) $ 654,313

Net Income $ 221,631

Net income available to common shareholders $ 219,756

Earnings per share:

Diluted $ 3.70

The pro forma information includes adjustments for interest income on loans and investment securities, interest expense on deposits and borrowings, premises expense for the banking centers acquired and amortization of intangibles arising from the transaction and the related income tax effects.

The pro forma information includes operating revenue of $ 56.9 million from Level One since the date of acquisition, $ 16.8 million of provision expense related to CECL Day 1 adjustments for PCD loans, and $ 16.5 million, net of tax, of acquisition-related expenses.

The pro forma information is presented for information purposes only and is not indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of January 1, 2022, nor is it intended to be a projection of future results.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

CASH AND CASH EQUIVALENTS AND INTEREST-BEARING DEPOSITS

6 unchanged sentences

INVESTMENT SECURITIES

The following table summarizes the amortized cost, gross unrealized gains and losses and approximate fair value of investment securities available for sale as of December 31, 2024 and December 31, 2023.

The following tables summarize the amortized cost, gross unrealized gains and losses and approximate fair value of investment securities available for sale as of December 31, 2025 and December 31, 2024.

Cost Gross Unrealized

4 unchanged sentences

Government-sponsored mortgage-backed securities 482,702 1,600 ( 64,792 ) 419,510

Foreign investment 1,500 — — 1,500

Corporate obligations 7,974 1 ( 276 ) 7,699

8 unchanged sentences

Total available for sale $ 1,624,906 $ 422 $ ( 238,853 ) $ 1,386,475

The following table summarizes the amortized cost, gross unrealized gains and losses, approximate fair value and allowance for credit losses on investment securities held to maturity as of December 31, 2024 and December 31, 2023.

The following tables summarize the amortized cost, gross unrealized gains and losses, approximate fair value and allowance for credit losses on investment securities held to maturity as of December 31, 2025 and December 31, 2024.

Cost Allowance for Credit Losses Net Carrying Amount Gross Unrealized

4 unchanged sentences

Government-sponsored mortgage-backed securities 577,488 — 577,488 — ( 69,966 ) 507,522

Foreign investment 1,500 — 1,500 — 5 1,495

Total held to maturity $ 1,971,784 $ ( 245 ) $ 1,971,539 $ 868 $ ( 254,365 ) $ 1,718,287

7 unchanged sentences

Total held to maturity $ 2,074,465 $ ( 245 ) $ 2,074,220 $ 299 $ ( 351,244 ) $ 1,723,520

Accrued interest on investment securities available for sale and held to maturity at December 31, 2025 and December 31, 2024 of $ 21.9 million and $ 22.5 million, respectively, is included in the “Interest Receivable” line on the Corporation’s Consolidated Balance Sheets.

The total amount of accrued interest is excluded from the amortized cost of available for sale and held to maturity securities presented above.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1 unchanged sentence

(table dollar amounts in thousands, except share data)

Accrued interest on investment securities available for sale and held to maturity at December 31, 2024 and December 31, 2023 of $ 22.5 million and $ 25.2 million, respectively, is included in the Interest Receivable line on the Corporation’s Consolidated Balance Sheets.

The total amount of accrued interest is excluded from the amortized cost of available for sale and held to maturity securities presented above.

In determining the allowance for credit losses on investment securities available for sale that are in an unrealized loss position, the Corporation first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis.

4 unchanged sentences

If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis.

Unrealized losses that have not been recorded through an allowance for credit losses are recognized in other comprehensive loss.

Unrealized losses that have not been recorded through an allowance for credit losses are recognized in other comprehensive income (loss).

Adjustments to the allowance are reported in the income statement as a component of the provision for credit losses.

17 unchanged sentences

On a quarterly basis, the Corporation monitors the credit quality of investment securities held to maturity through the use of credit ratings.

The following table summarizes the amortized cost of investment securities held to maturity at December 31, 2024, aggregated by credit quality indicator.

Held to Maturity

Government-sponsored agency securities (1) State and municipal U.S.

Government-sponsored mortgage-backed securities (1) Foreign investment Total

The following tables summarize the amortized cost of investment securities held to maturity at December 31, 2025 and 2024, aggregated by credit quality indicator.

December 31, 2025

Government-sponsored agency securities (1)

State and municipal U.S.

Government-sponsored mortgage-backed securities (1)

Credit Rating:

5 unchanged sentences

A2 — 13,664 — 13,664

A3 — 6,670 — 6,670

Non-rated — 349,092 — 349,092

Total $ 324,643 $ 1,069,653 $ 577,488 $ 1,971,784

Government agency securities and U.S.

Government mortgage-backed securities are included within the Aaa credit rating category due to their explicit or implicit government guarantees, which provide a high level of assurance regarding the timely collection of principal and interest payments.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1 unchanged sentence

(table dollar amounts in thousands, except share data)

December 31, 2024

Government-sponsored agency securities (1)

State and municipal U.S.

Government-sponsored mortgage-backed securities (1)

Foreign investment Total

Credit Rating:

Aaa $ 345,531 $ 120,801 $ 641,513 $ — $ 1,107,845

Aa1 — 148,923 — — 148,923

Aa2 — 184,341 — — 184,341

Aa3 — 185,166 — — 185,166

A1 — 65,665 — — 65,665

A2 — 20,317 — — 20,317

Non-rated — 360,708 — 1,500 362,208

Total $ 345,531 $ 1,085,921 $ 641,513 $ 1,500 $ 2,074,465

Government-sponsored agency securities and U.S.

Government-sponsored mortgage-backed securities are included within the Aaa credit rating category due to their explicit or implicit government guarantees, which provide a high level of assurance regarding the timely collection of principal and interest payments.

The following tables summarize, as of December 31, 2025 and December 31, 2024, investment securities available for sale in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security type and length of time in a continuous unrealized loss position.

13 unchanged sentences

Total investment securities available for sale $ 123,122 $ ( 3,775 ) $ 1,230,622 $ ( 235,078 ) $ 1,353,744 $ ( 238,853 )

The following table summarizes investment securities available for sale in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security type and the number of securities in the portfolio as of the dates indicated.

The following tables summarize investment securities available for sale in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by security type and the number of securities in the portfolio as of the dates indicated.

Losses Number of Securities

12 unchanged sentences

Total investment securities available for sale $ ( 238,853 ) 760

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

The unrealized losses in the Corporation’s investment portfolio were the result of changes in interest rates and not credit quality.

8 unchanged sentences

Percent of the Corporation's investments available for sale in an unrealized loss position 90.1 % 97.6 %

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

In determining the fair value of the investment securities portfolio, the Corporation utilizes a third party for portfolio accounting services, including market value input, for those securities classified as Level 1 and Level 2 in the fair value hierarchy.

28 unchanged sentences

Total Investment Securities $ 1,624,906 $ 1,386,475 $ 2,074,465 $ 1,723,520

Securities with a carrying value of approximately $ 3.3 billion and $ 1.8 billion were pledged at December 31, 2024 and 2023, respectively, to secure certain deposits and securities sold under repurchase agreements, and for other purposes as permitted or required by law.

Pledged securities increased from December 31, 2023 as a result of the Corporation pledging additional securities to the Discount Window at the Federal Reserve Bank to be used as an alternative funding source, if needed.

Securities with a carrying value of approximately $ 3.3 billion were pledged at December 31, 2025 and 2024, respectively, to secure certain deposits and securities sold under repurchase agreements, and for other purposes as permitted or required by law.

The book value of securities pledged and available under agreements to repurchase amounted to $ 119.8 million at December 31, 2025 and $ 173.0 million at December 31, 2024.

4 unchanged sentences

Gross losses ( 8 ) ( 20,765 ) ( 7,689 )

Net gains (losses) of sales and redemptions of investment securities available for sale $ ( 20,757 ) $ ( 6,930 ) $ 1,194

Net losses on sales and redemptions of investment securities available for sale $ ( 8 ) $ ( 20,757 ) $ ( 6,930 )

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

35 unchanged sentences

• Loss – Loans that are considered uncollectible and of such little value that continuing to carry them as an asset is not warranted.

Loans will be classified as Loss when it is neither practical or desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.

Loans will be classified as Loss when it is neither practical or desirable to defer charging-off or reserving all or a portion of a basically worthless asset, even though partial recovery may be possible at some time in the future.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1 unchanged sentence

(table dollar amounts in thousands, except share data)

The following tables summarize the risk grading of the Corporation’s loan portfolio by loan class and gross charge-offs by year of origination for the years indicated.

The following tables summarize the risk grading of the Corporation’s loan portfolio and gross charge-offs by loan class and by year of origination for the years indicated.

Consumer loans are not risk graded.

For the purposes of this disclosure, the consumer loans are classified in the following manner:

For the purposes of this disclosure, consumer loans are classified in the following manner:

loans that are less than 30 days past due are Pass, loans 30-89 days past due are Special Mention and loans greater than 89 days past due are Substandard.

9 unchanged sentences

Total Commercial and industrial loans 1,529,635 763,030 246,950 122,001 85,585 85,395 1,645,686 — 4,478,282

Current period gross write-offs 1,242 39,087 341 8,605 500 424 — — 50,199

Current period gross charge-offs 7,981 1,348 2,434 264 3,685 1,964 — — 17,676

Agricultural land, production and other loans to farmers

3 unchanged sentences

Total Agricultural land, production and other loans to farmers 64,149 22,270 20,962 24,964 22,246 46,092 82,442 — 283,125

Current period gross write-offs — — — — — — — — —

Real estate loans:

2 unchanged sentences

Substandard 34,176 12,889 641 11,585 — — — — 59,291

Doubtful — — — 650 — — — — 650

Total Construction 306,797 332,831 101,228 29,100 9,604 9,954 15,261 — 804,775

Current period gross write-offs — — — — — — — — —

Current period gross charge-offs — 63 — — 1 — — — 64

Commercial real estate, non-owner occupied

3 unchanged sentences

Total Commercial real estate, non-owner occupied 599,642 305,708 297,620 267,466 372,491 463,717 32,022 — 2,338,666

Current period gross write-offs — 339 3 — — 1 — — 343

Current period gross charge-offs — — — 451 — 16 — — 467

Commercial real estate, owner occupied

2 unchanged sentences

Substandard — 13,510 5,328 5,732 1,061 7,826 260 — 33,717

Doubtful — 292 — — — — — — 292

Total Commercial real estate, owner occupied 333,004 166,399 135,784 152,333 186,079 228,815 34,686 — 1,237,100

Current period gross write-offs — — — — 9 — — — 9

Current period gross charge-offs — 243 152 — — 4 — — 399

Pass 310,019 167,128 389,574 613,787 352,662 528,875 7,188 46 2,369,279

2 unchanged sentences

Total Residential 310,692 169,851 400,207 630,497 363,495 537,720 7,802 46 2,420,310

Current period gross write-offs — 173 779 136 20 288 — — 1,396

Current period gross charge-offs — 114 814 737 102 163 — — 1,930

Pass 10,173 3,020 3,431 21,442 42,749 10,194 608,020 1,470 700,499

2 unchanged sentences

Total Home equity 10,233 3,694 3,431 21,829 43,500 10,630 615,754 1,909 710,980

Current period gross write-offs — 10 35 22 — 267 — — 334

Current period gross charge-offs — 92 8 653 563 204 — — 1,520

Individuals' loans for household and other personal expenditures

1 unchanged sentence

Special Mention 108 139 174 113 152 16 115 140 957

Substandard — — — — — — — 1 1

Total Individuals' loans for household and other personal expenditures 40,586 16,664 12,184 19,151 5,219 3,977 55,866 1,789 155,436

Current period gross write-offs 208 920 523 184 47 80 — — 1,962

Current period gross charge-offs 307 618 612 396 149 83 — — 2,165

Public finance and other commercial loans

15 unchanged sentences

Total Commercial and industrial loans 1,359,867 539,311 244,687 166,561 58,942 51,036 1,693,245 643 4,114,292

Current period gross write-offs 13,973 2,711 576 5,665 78 261 — — 23,264

Current period gross charge-offs 1,242 39,087 341 8,605 500 424 — — 50,199

Agricultural land, production and other loans to farmers

3 unchanged sentences

Total Agricultural land, production and other loans to farmers 31,323 23,118 31,563 27,124 27,585 30,433 85,166 — 256,312

Current period gross write-offs — — — — — — — — —

Real estate loans:

2 unchanged sentences

Substandard 22,305 — 18,292 — — — — — 40,597

Doubtful — — — 650 — — — — 650

Total Construction 338,806 225,682 152,105 47,728 6,398 8,589 12,836 — 792,144

Current period gross write-offs — — — — — — — — —

Commercial real estate, non-owner occupied

3 unchanged sentences

Total Commercial real estate, non-owner occupied 496,934 287,464 384,409 425,920 351,266 308,160 19,863 — 2,274,016

Current period gross write-offs — 66 — — — — — — 66

Current period gross charge-offs — 339 3 — — 1 — — 343

Commercial real estate, owner occupied

3 unchanged sentences

Total Commercial real estate, owner occupied 209,900 160,646 175,469 238,523 208,439 132,934 32,033 — 1,157,944

Current period gross write-offs 48 — — — 2 — — — 50

Current period gross charge-offs — — — — 9 — — — 9

Pass 221,016 413,552 672,713 397,192 326,154 293,785 8,887 13 2,333,312

2 unchanged sentences

Total Residential 223,850 417,417 687,790 405,283 330,261 300,731 9,384 13 2,374,729

Current period gross write-offs 101 252 208 3 3 94 — — 661

Current period gross charge-offs — 173 779 136 20 288 — — 1,396

Pass 6,788 4,354 24,810 51,313 10,486 3,976 535,132 12,124 648,983

2 unchanged sentences

Total Home equity 6,887 4,354 25,757 52,413 10,783 4,141 541,944 13,532 659,811

Current period gross write-offs 69 213 224 149 193 1,596 — — 2,444

Current period gross charge-offs — 10 35 22 — 267 — — 334

Individuals' loans for household and other personal expenditures

3 unchanged sentences

Total Individuals' loans for household and other personal expenditures 40,972 22,101 31,703 10,695 2,335 4,733 53,308 181 166,028

Current period gross write-offs 147 770 342 77 62 156 — — 1,554

Current period gross charge-offs 208 920 523 184 47 80 — — 1,962

Public finance and other commercial loans

7 unchanged sentences

Total past due loans equaled $ 130.9 million as of December 31, 2025, a $ 14.7 million increase from the total of $ 116.2 million for December 31, 2024.

At December 31, 2024, 30-59 Days Past Due loans totaled $ 35.8 million, an increase of $ 1.7 million from December 31, 2023.

At December 31, 2024, 60-89 Days Past Due loans totaled $ 32.6 million, an increase of $ 21.4 million from December 31, 2023.

Of the $ 21.4 million increase, $ 20.0 million was in the construction loan class.

At December 31, 2025, 30-59 days past due loans totaled $ 53.7 million, an increase of $ 17.9 million from December 31, 2024 as commercial real estate, non-owner occupied, and residential loan classes increased $ 16.7 million and $ 4.9 million, respectively, which was partially offset by a decrease of $ 4.3 million in the construction loan class.

At December 31, 2025, 60-89 days past due loans totaled $ 15.6 million, a $ 17.0 million decrease from December 31, 2024, primarily due to a $ 22.0 million decline in construction loans, partially offset by $ 2.9 million increases in both the residential and commercial real estate, owner occupied loan classes.

At December 31, 2025, 90 days or more past due loans totaled $ 61.6 million, an increase of $ 13.8 million from December 31, 2024.

The primary increases were $ 2.9 million , $ 4.0 million , and $ 6.7 million , in the commercial and industrial, construction and residential loan classes, respectively.

The primary increases were $ 19.8 million, $ 2.2 million, and $ 2.1 million, in the construction, commercial real estate, owner occupied and residential loan classes, respectively, which was partially offset by a decrease of $ 9.8 million in the commercial real estate, non-owner occupied loan class.

The tables below show a past due aging of the Corporation’s loan portfolio, by loan class, as of the dates indicated.

29 unchanged sentences

Loans $ 12,738,196 $ 35,773 $ 32,581 $ 47,809 $ 12,854,359 $ 5,902

Loans are reclassified to a non-accruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify accruing interest.

Loans are reclassified to a nonaccruing status when, in management’s judgment, the collateral value and financial condition of the borrower do not justify accruing interest.

At the time the accrual is discontinued, all unpaid accrued interest is reversed against earnings.

Interest income accrued in the prior year, if any, is charged to the allowance for credit losses.

Payments subsequently received on non-accrual loans are applied to principal.

Payments subsequently received on nonaccrual loans are applied to principal.

A loan is returned to accrual status when principal and interest are no longer past due and collectability is probable, typically after a minimum of six consecutive months of performance.

The following table summarizes the Corporation’s non-accrual loans by loan class as of the dates indicated:

The following table summarizes the Corporation’s nonaccrual loans by loan class as of the dates indicated:

December 31, 2025 December 31, 2024

13 unchanged sentences

(table dollar amounts in thousands, except share data)

Interest income on non-accrual loans is recognized only to the extent that cash payments are received in excess of principal due.

There was no interest income recognized on non-accrual loans for the twelve months ended December 31, 2024 and 2023.

Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due.

There was no interest income recognized on nonaccrual loans for the twelve months ended December 31, 2025 and 2024.

Determining fair value for collateral dependent loans requires obtaining a current independent appraisal of the collateral and applying a discount factor, which includes selling costs if applicable, to the value.

5 unchanged sentences

The following tables present the amortized cost basis of collateral dependent loans by loan class and their respective collateral type, which are individually evaluated to determine expected credit losses, for December 31, 2025 and 2024.

The total collateral dependent loans for December 31, 2024 increased $ 24.1 million from December 31, 2023.

The primary changes were related to an increase of $ 22.6 million and $ 10.1 million, respectively, in the construction and commercial real estate, non-owner occupied loan classes, which was offset by a decrease of $ 8.6 million in the commercial and industrial loan class.

The total collateral dependent loans for December 31, 2025 decreased $ 2.4 million from December 31, 2024.

The primary changes were related to decreases of $ 12.4 million and $ 4.2 million, respectively, in the commercial real estate, non-owner occupied and commercial real estate, owner occupied loan classes, which was offset by an increase of $ 14.6 million in the commercial and industrial loan class.

The total related allowance for December 31, 2025 increased $ 5.0 million from December 31, 2024.

The increase is primarily related to an increase of $ 5.4 million in the commercial and industrial loan class.

December 31, 2025

22 unchanged sentences

In certain situations, the Corporation may modify the terms of a loan to a debtor experiencing financial difficulty.

The modifications may include principal forgiveness, interest rate reductions, payment delays, term extensions or combinations of the above.

The following table presents the amortized cost basis of loans at December 31, 2024 and 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2024 and 2023, by class and by type of modification.

The modifications may include principal forgiveness, interest rate reductions, payment delays, term extensions or combinations of these modifications.

The following tables present the amortized cost basis of loans at December 31, 2025 and 2024 that were both experiencing financial difficulty and modified during the years ended December 31, 2025 and 2024, by class and by type of modification.

For the year ended December 31, 2025, the table below excludes loan modifications considered insignificant.

The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.

3 unchanged sentences

Commercial and industrial loans $ — $ 14,936 $ — $ 540 $ — $ — 0.35 %

Agricultural land, production and other loans to farmers 2,230 — — — — — 0.87 %

Real estate loans:

1 unchanged sentence

Commercial real estate, non-owner occupied — 15,134 37,665 — 6,425 — 2.53 %

Commercial real estate, owner occupied — 6,133 — — — — 0.53 %

Residential 1,470 — — — — 1,748 0.13 %

Home equity — 61 — 161 — — 0.03 %

Total $ 1,470 $ 64,246 $ 37,665 $ 540 $ 6,425 $ 1,748

1 unchanged sentence

Loan Modifications Made to Borrowers Experiencing Financial Difficulty

Payment Delay Term Extension Combination Payment Delay & Term Extension Combination Interest Rate Reduction & Term Extension % of Total Class of Financing Receivable

Payment Delay Term Extension Interest Rate Reduction Combination Payment Delay & Term Extension Combination Interest Rate Reduction & Term Extension Combination Interest Rate Reduction, Term Extension, & Payment Delay % of Total Class of Financing Receivable

Commercial and industrial loans $ 11,073 $ 19,152 $ 246 $ — $ 68 $ — 0.74 %

10 unchanged sentences

(table dollar amounts in thousands, except share data)

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the year ended December 31, 2024 and 2023.

The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the years ended December 31, 2025 and 2024.

Year Ended December 31, 2025

1 unchanged sentence

Commercial and industrial loans Provided payment deferrals with weighted average delayed amounts of $ 180,000 .

Extended loans by a weighted average of 8 months.

Reduced the weighted average contractual interest rate from 9.00 % to 8.00 %.

Reduced the weighted average contractual interest rate from 10.24 % to 7.90 %.

Commercial and industrial loans Extended loans by a weighted average of 6 months.

Provided payment deferrals with weighted average delayed amounts of $ 12 .

Extended loans by a weighted average of 3 months.

Agricultural land, production and other loans to farmers Provided payment deferrals with weighted average delayed amounts of $ 17,000 .

Real estate loans:

Construction Extended loans by a weighted average of 6 months.

Provided payment deferrals with weighted average delayed amounts of $ 475,000 .

Extended loans by a weighted average of 2 months.

Commercial real estate, non-owner occupied Extended loans by a weighted average of 5 months.

Commercial real estate, owner occupied Extended loans by a weighted average of 12 months.

Residential Provided payment deferrals with weighted average delayed amounts of $ 23,000 .

Extended loans by a weighted average of 11 months.

Provided payment deferrals with weighted average delayed amounts of $ 8,000 .

Extended loans by a weighted average of 152 months.

Reduced the weighted average contractual interest rate from 7.58 % to 6.93 %.

Reduced the weighted average contractual interest rate from 12.21 % to 7.18 %.

Extended loans by a weighted average of 5 months.

Residential Provided payment deferrals with weighted average delayed amounts of $ 27 .

Reduced the weighted average contractual interest rate from 4.52 % to 2.53 %.

1 unchanged sentence

Provided payment deferrals with weighted average delayed amounts of $ 14 .

Home equity Extended loans by a weighted average of 5 months.

Provided payment deferrals with weighted average delayed amounts of $ 7,800 .

Extended loans by a weighted average of 60 months.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

3 unchanged sentences

Financial Effect of Loan Modifications

Payment Delay Term Extension Combination Payment Delay & Term Extension Combination Interest Rate Reduction & Term Extension

Commercial and industrial loans Provided payment deferrals with weighted average delayed amounts of $ 180 .

1 unchanged sentence

Reduced the weighted average contractual interest rate from 9.00 % to 8.00 %.

Reduced the weighted average contractual interest rate from 10.24 % to 7.90 %.

Extended loans by a weighted average of 67 months.

Agricultural land, production and other loans to farmers Extended loans by a weighted average of 144 months.

Agricultural land, production and other loans to farmers Provided payment deferrals with weighted average delayed amounts of $ 17 .

Real estate loans:

Construction Extended loans by a weighted average of 6 months.

Provided payment deferrals with weighted average delayed amounts of $ 475 .

Extended loans by a weighted average of 2 months.

Commercial real estate, non-owner occupied Extended loans by a weighted average of 16 months.

Reduced the weighted average contractual interest rate from 8.57 % to 7.89 %.

Commercial real estate, owner occupied Extended loans by a weighted average of 12 months.

Residential Provided payment deferrals with weighted average delayed amounts of $ 23 .

Extended loans by a weighted average of 11 months.

Commercial real estate, owner occupied Provided payment deferrals with weighted average delayed amounts of $ 4.5 million.

Provided payment deferrals with weighted average delayed amounts of $ 8 .

Extended loans by a weighted average of 152 months.

1 unchanged sentence

Extended loans by a weighted average of 120 months.

Residential Extended loans by a weighted average of 6 months.

Provided payment deferrals with weighted average delayed amounts of $ 3,400 .

Reduced the weighted average contractual interest rate from 5.74 % to 4.02 %.

Extended loans by a weighted average of 90 months.

Provided payment deferrals with weighted average delayed amounts of $ 13 .

Home equity Extended loans by a weighted average of 5 months.

Reduced the weighted average contractual interest rate from 9.25 % to 7.25 %.

Provided payment deferrals with weighted average delayed amounts of $ 8 .

Extended loans by a weighted average of 60 months.

7 unchanged sentences

Commercial and industrial loans $ 12,449 $ — $ — $ 3,027 $ 15,476

Agricultural land, production and other loans to farmers 2,230 — — — 2,230

Real estate loans:

3 unchanged sentences

Residential 2,282 — 452 484 3,218

Home equity 222 — — — 222

Total $ 96,283 $ 11,848 $ 452 $ 3,511 $ 112,094

Year Ended December 31, 2024

Current 60-89 Days Past Due Total

Current 30-59 Days Past Due 60-89 Days Past Due 90+ Days Past Due Total

Commercial and industrial loans $ 26,208 $ 2,858 $ — $ 1,473 $ 30,539

11 unchanged sentences

Provision for credit losses on loans reflects the totality of actions taken on all loans for a particular period including any necessary increases or decreases in the allowance related to changes in credit loss expectations associated with specific loans or pools of loans.

Loans are charged off against the allowance when the collectibility of the loan is unlikely.

Loans are charged off against the allowance when the collectibility of the loan is confirmed.

Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

1 unchanged sentence

Historical credit loss experience provides the basis for the estimation of expected credit losses.

The current expected credit loss (“CECL”) calculation is performed and evaluated quarterly and losses are estimated over the expected life of the loan.

The CECL calculation is performed and evaluated quarterly and losses are estimated over the expected life of the loan.

The level of the ACL - Loans is believed to be adequate to absorb all expected future losses inherent in the loan portfolio at the measurement date.

7 unchanged sentences

Econometric modeling was performed using historical default rates and a selection of economic forecast scenarios published by Moody’s to develop a range of estimated credit losses for which to determine the best credit loss estimate within.

Macroeconomic factors utilized in the modeling process include the national unemployment rate, BBB US corporate index, CRE price index and the home price index.

Macroeconomic factors utilized in the modeling process include the national unemployment rate, BBB US corporate index, commercial real estate price index and the home price index.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

4 unchanged sentences

The various risks that may be considered in making qualitative adjustments include, among other factors, the impact of (i) changes in the nature and volume of the loan portfolio, (ii) changes in the existence, growth and effect of any concentrations in credit, (iii) changes in lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries, (iv) changes in the quality of the credit review function, (v) changes in the experience, ability and depth of lending, investment, collection and other relevant management staff, (vi) changes in the volume and severity of past due financial assets, the volume of the nonaccrual assets, and the volume and severity of adversely classified or graded assets, (vii) the value of underlying collateral for loans that are not collateral dependent, and (viii) other environmental factors of a borrower such as regulatory, legal and technological considerations, as well as competition and changes in the economic and business conditions that affect the collectability of financial assets.

At CECL adoption, the Corporation established certain qualitative factors that were expected to correlate to losses within the loan portfolio.

During a scheduled review of qualitative factors in 2023, the Corporation determined there had not been significant evidence of correlation to losses for the qualitative factors that included i) changes in experience, ability and depth of lending management and staff;

ii) changes in lending policies and procedures;

iii) changes in the quality of the credit review function;

iv) portfolio mix and growth;

and v) industry concentration.

The Corporation decided to refine these qualitative factors in order to improve our ability to assess related risk and enhance our ability to correlate to losses.

The Corporation’s evaluation of the qualitative approach resulted in an insignificant change to the ACL – Loans estimate.

In some cases, management may determine that an individual loan exhibits unique risk characteristics which differentiate the loan from other loans within the loan segments.

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These loans frequently involve the disbursement of significant funds with the repayment dependent upon the successful completion and, where necessary, the future stabilization of the project.

The predominant inherent risk of this portfolio is associated with the borrower’s ability to successfully complete a project on time, within budget and stabilize the projected as originally projected.

The predominant inherent risk of this portfolio is associated with the borrower’s ability to successfully complete a project on time, within budget and stabilize the project as originally projected.

Consumer and Residential

4 unchanged sentences

Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

The ACL - Loans decreased $ 12.2 million during the year ended December 31, 2024.

The allowance decreased primarily due to $ 49.4 million of net charge-offs during the year ended December 31, 2024.

The increase in net charge-offs was primarily related to two commercial relationships that accounted for $ 42.7 million of charge-offs.

One borrower experienced a sudden change in revenue from the cancellation and inability to renegotiate their contracts with the U.S.

This negatively impacted the value of the borrower’s business and resulted in their inability to repay principal and interest.

The second borrower provided notification of its plans to cease operations.

The Corporation does not believe these charge-offs are indicative of the portfolio as a whole.

In 2024, the Corporation recorded $ 37.2 million in provision for credit losses - loans, which was offset by a release in reserve of $ 1.5 million related to the allowance for unfunded commitments, resulting in a net provision expense for the year ended December 31, 2024 of $ 35.7 million.

The ACL - Loans increased $ 2.8 million during the year ended December 31, 2025.

The Corporation had $ 18.4 million of net charge-offs during the year ended December 31, 2025.

In 2025, the Corporation recorded $ 21.3 million in provision for credit losses - loans.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

23 unchanged sentences

Provision for credit losses - loans 17,401 ( 2,735 ) ( 4,132 ) ( 3,234 ) 7,300

CECL Day 1 non-PCD provision for credit losses - loans 2,957 5,539 871 4,588 13,955

CECL Day 1 PCD ACL - loans 12,970 2,981 648 — 16,599

Recoveries on loans 995 60 — 1,341 2,396

4 unchanged sentences

Commitments to extend credit are usually the result of lines of credit granted to existing borrowers under agreements that the total outstanding indebtedness will not exceed a specific amount during the term of the indebtedness.

Typical borrowers are commercial concerns that use lines of credit to supplement their treasury management functions, and thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing for their cash flows.

Typical borrowers are commercial customers that use lines of credit to supplement their treasury management functions, and thus their total outstanding indebtedness may fluctuate during any time period based on the seasonality of their business and the resultant timing for their cash flows.

Other typical lines of credit are related to home equity loans granted to customers.

19 unchanged sentences

The Corporation maintains an accrual for credit losses on off-balance sheet commitments using the CECL methodology.

Reserves for unfunded commitments declined by $ 1.5 million and $ 3.8 million during the years ended December 31, 2024 and 2023, respectively.

This reserve level remains appropriate and is reported in Other Liabilities as of December 31, 2024 in the Consolidated Balance Sheets.

The following table details activity in the ACL for off-balance sheet commitments:

Reserves for unfunded commitments were $ 18.0 million at December 31, 2025 and 2024.

There was no provision for credit losses on unfunded commitments during the year ended December 31, 2025 and $ 1.5 million of provision for credit losses on unfunded commitments during the year ended 2024.

This reserve level remains appropriate and is reported in Other liabilities as of December 31, 2025 and 2024, in the Consolidated Balance Sheets.

The following table details activity in the allowance for credit losses for off-balance sheet commitments:

Balance, January 1 $ 18,000 $ 19,500

9 unchanged sentences

Accumulated depreciation and amortization ( 226,436 ) ( 233,794 )

Net $ 129,743 $ 133,896

First Merchants Corporation sold five Illinois branches in the fourth quarter of 2024 which resulted in reductions to premises and equipment of $ 3.2 million.

Details regarding the branch sale are discussed in NOTE 2.

ACQUISITIONS AND DIVESTITURES of these Notes to Consolidated Financial Statements.

Total premises and equipment, net $ 121,058 $ 129,743

During 2025, the Corporation disposed of certain fixed assets that were no longer in use.

The disposals primarily related to equipment and did not have a material impact on the Corporation’s total premises and equipment, net, as the assets were largely fully depreciated.

Changes in premises and equipment during the period were otherwise attributable to normal depreciation.

The Corporation is committed under various non-cancelable lease contracts for certain subsidiary office facilities and equipment.

42 unchanged sentences

Operating leases 3.8 % 3.8 %

The table below presents the components of lease expense for the years ended December 31, 2024, 2023, and 2022:

The table below presents the components of total lease cost for the years ended December 31, 2025, 2024, and 2023:

2025 2024 2023

3 unchanged sentences

Sublease income — ( 5 ) ( 16 )

Total lease cost $ 7,373 $ 9,692 $ 6,753

Total lease cost, net $ 7,241 $ 7,373 $ 9,692

The Corporation performs impairment assessments for ROU assets when events or changes in circumstances indicate their carrying values may not be recoverable.

17 unchanged sentences

The purpose of these investments is to earn an adequate return of capital through the receipt of low income housing tax credits and to assist the Corporation in achieving goals associated with the CRA.

These investments are included in other assets on the Consolidated Balance Sheet, with any unfunded commitments included in other liabilities.

These investments are included in other assets on the Consolidated Balance Sheets, with any unfunded commitments included in other liabilities.

The investments are amortized as a component of income tax expense .

12 unchanged sentences

Savings deposits 5,481,785 4,522,758

Certificates and other time deposits of $100,000 or less 603,690 692,068

Certificates and other time deposits of $100,000 or more 915,293 1,043,068

Other certificates and time deposits 692,068 849,906

Brokered certificates of deposits 523,614 283,671

Total deposits $ 15,294,855 $ 14,521,626

Deposits decreased $ 299.8 million from December 31, 2023.

The majority of the decrease was due to the sale of the Illinois branch deposits of $ 267.4 million.

Details regarding the branch sale are discussed in NOTE 2.

ACQUISITIONS AND DIVESTITURES of these Notes to Consolidated Financial Statements.

Deposits increased $ 773.2 million from December 31, 2024.

The majority of the organic deposit growth was due to increases in non-maturity deposits of $ 749.4 million.

Lower interest rates have resulted in customers migrating funds from maturity time deposit products into non-maturity products.

At December 31, 2025 and 2024, deposits exceeding the FDIC’s Standard Maximum Deposit Insurance Amount of $250,000 were $ 9.2 billion and $ 8.7 billion, respectively.

36 unchanged sentences

2029 — — 50,000 —

2029 — — 150,000 30,000

2031 and after — — 63,549 60,375

14 unchanged sentences

The subordinated debentures, which were purchased with the proceeds of the sale of the trust’s capital securities, are the sole assets of FMC Trust II and are fully and unconditionally guaranteed by the Corporation.

As of December 31, 2024 and 2023, the subordinated debentures and trust preferred securities bear interest at a variable rate equal to the three-month CME Term Secured Overnight Financing Rate (“CME Term SOFR”), plus the 0.26161 percent spread adjustment.

As of December 31, 2025 and 2024, the subordinated debentures and trust preferred securities bear interest at a variable rate equal to the three-month CME Term Secured Overnight Financing Rate published by the Chicago Mercantile Exchange Group (“CME Term SOFR”), plus the 0.26161 percent spread adjustment.

The interest rate at December 31, 2025 and 2024, was 5.54 percent and 6.18 percent, respectively.

12 unchanged sentences

• First Merchants Senior Notes and Subordinated Notes.

On November 1, 2013, the Corporation completed the private issuance and sale to four institutional investors of an aggregate of $ 70 million of debt comprised of (a) 5.00 percent Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $ 5 million (the “Senior Debt”) and (b) 6.75 percent Fixed-to-Floating Rate Subordinated Notes due in 2028 in the aggregate principal amount of $ 65 million (the “Subordinated Debt”).

The interest rate on the Senior Debt and Subordinated Debt remained fixed for the first ten ( 10 ) years and converted to floating on October 30, 2023.

As of December 31, 2024 and 2023, the Senior Debt had an annual floating rate equal to three-month CME Term SOFR, plus the 0.26161 percent spread adjustment, plus 2.345 percent.

The interest rate on the Senior Debt was 7.18 percent and 7.98 percent as of December 31, 2024 and 2023, respectively.

The Corporation had an option to redeem the Subordinated Debt in whole or in part at a redemption price equal to 100 percent of the principal amount of the redeemed Subordinated Notes, plus accrued and unpaid interest to the date of the redemption.

The option of redemption was subject to the approval of the Federal Reserve Board.

The Corporation has an option to redeem the Senior Debt in whole or in part at a redemption price equal to 100 percent of the principal amount of the redeemed Senior Notes, plus accrued and unpaid interest to the date of the redemption;

provided, however, that no Subordinated Notes (as defined in the Issuing and Paying Agency Agreement) may remain outstanding subsequent to any early redemption of Senior Notes.

The Subordinated Debt and the Senior Debt options to redeem began with the interest payment date on October 30, 2023, or on any scheduled interest payment date thereafter.

During the first quarter of 2024, the Corporation exercised its rights to redeem $ 40.0 million in principal and paid the debt in full on the scheduled interest payment date.

Additionally, in the second quarter of 2024, the Corporation exercised its rights to redeem the remaining $ 25.0 million in principal and paid the debt on the scheduled interest payment date.

Both redemptions were permitted under the optional redemptions provisions of the Subordinated Note Certificate representing the Subordinated Debt.

The Senior Debt agreement contains certain customary representations and warranties and financial and negative covenants.

As of December 31, 2024 and 2023 the Corporation was in compliance with these covenants.

On November 1, 2013, the Corporation completed the private issuance and sale to four institutional investors of an aggregate of $ 70 million of debt comprised of (a) 5.00 percent Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $ 5 million (the “Senior Debt”) and (b) 6.75 percent Fixed-to-Floating Rate Subordinated Notes due 2028 in the aggregate principal amount of $ 65 million (the “Subordinated Debt”).

The interest rate on the Senior Debt and Subordinated Debt remained fixed for the first ten ( 10 ) years and converted to floating on October 30, 2023 at which time the optional redemption provisions of both instruments became effective.

During the year ended December 31, 2024, the Corporation exercised its option to redeem $ 65 million in principal, fully repaying the Subordinated Debt on the scheduled interest payment dates.

As of December 31, 2024, the Senior Debt had an annual floating rate equal to three-month CME Term SOFR, plus the 0.26161 percent spread adjustment, plus 2.345 percent, resulting in an interest rate of 7.18 percent.

The Senior Debt agreement contained certain customary representations and warranties and financial and negative covenants.

As of December 31, 2024 the Corporation was in compliance with these covenants.

During the third quarter of 2025, the Corporation exercised its rights to redeem the $ 5.0 million in principal and paid the Senior Debt on the scheduled interest payment date.

No principal amount remains outstanding related to the Senior Debt as of December 31, 2025.

• Level One Subordinated Notes.

1 unchanged sentence

The $ 30.0 million of subordinated notes issued on December 18, 2019 bear a fixed interest rate of 4.75 percent per annum, payable semiannually through December 18, 2024.

The notes bear a floating interest rate equal to the three-month CME Term SOFR plus 3.11 percent, payable quarterly, after December 18, 2024 through maturity.

The notes mature on December 18, 2029, and the Corporation has the option to redeem any or all of the subordinated notes without premium or penalty any time after December 18, 2024 or upon the occurrence of a tier 2 capital event or tax event.

During the first quarter of 2025, the Corporation distributed notice of redemption of $ 30.0 million in principal amount.

The redemption is permitted under the optional redemptions provisions of the Subordinated Notes and will occur in the first quarter of 2025 on the scheduled interest payment date.

The notes had a floating interest rate equal to the three-month CME Term SOFR plus 3.11 percent, payable quarterly, after December 18, 2024 through maturity.

The Corporation had the option to redeem any or all of the subordinated notes without premium or penalty any time after December 18, 2024 or upon the occurrence of a tier 2 capital event or tax event.

During the first quarter of 2025, the Corporation exercised its rights to redeem $ 30.0 million in principal and paid the debt in full on the scheduled interest payment date.

The redemption was permitted under the optional redemptions provisions of the subordinated notes.

No principal amount remains outstanding related to the subordinated notes as of December 31, 2025.

• Other Borrowings.

During the third quarter of 2023, the Corporation acquired a secured borrowing in conjunction with the purchase of the Indianapolis regional headquarters building.

The secured borrowing bears a fixed interest rate of 3.41 percent, has a maturity date of March 2035, and had a balance of $ 7.1 million and $ 7.3 million as of December 31, 2024 and 2023, respectively.

On April 1, 2022, the Corporation acquired a secured borrowing in conjunction with its acquisition of Level One.

The secured borrowing related to a certain loan participation sold by Level One that did not qualify for sales treatment.

The secured borrowing bears a fixed rate of 1.00 percent and had a balance of $ 1.1 million and $ 1.2 million as of December 31, 2024 and 2023, respectively.

The secured borrowing bears a fixed rate of 1.00 percent and had a balance of $ 1.1 million as of December 31, 2025 and 2024.

During the third quarter of 2023, the Corporation acquired a secured borrowing in conjunction with the purchase of the Indianapolis regional headquarters building.

The secured borrowing bears a fixed interest rate of 3.41 percent, has a maturity date of March 2035, and had a balance of $ 7.0 million and $ 7.1 million as of December 31, 2025 and 2024, respectively.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

2 unchanged sentences

Line of Credit.

As of December 31, 2024, there was no outstanding balance on the line of credit.

As of December 31, 2025 and 2024, there was no outstanding balance on the line of credit.

On September 30, 2024, the Corporation entered into a Credit Agreement with U.S.

(the “Lender”).

Under the terms of the Credit Agreement, the Lender has provided the Corporation with a revolving line of credit of up to $ 75.0 million.

The outstanding principal balance under the Credit Facility bears interest at a variable rate equal to the one-month Term SOFR rate plus 2.25 percent.

Interest on the outstanding balance is payable quarterly, and the Credit Facility has a maturity date of September 30, 2025.

Under the terms of the Credit Agreement, U.S.

has provided the Corporation with a revolving line of credit (“Credit Facility”) of up to $ 75.0 million.

The outstanding principal balance under the Credit Facility bears interest at a variable rate equal to the one-month CME Term SOFR rate plus 2.25 percent.

Interest on the outstanding balance is payable quarterly.

Additionally, the Corporation is subject to a non-refundable facility fee equal to 0.40 percent per annum on the average daily unused amount of the Credit Facility, payable quarterly.

The Credit Agreement contains customary representations, warranties and covenants.

As of December 31, 2024, the Corporation's outstanding principal balance under the Credit Facility was zero and the Corporation was in compliance with all covenants.

During the third quarter of 2025, the Corporation amended the Credit Facility to extend the termination date from September 30, 2025 to September 29, 2026.

As of December 31, 2025 and 2024, the Corporation's outstanding principal balance under the Credit Facility was zero and the Corporation was in compliance with all covenants.

DERIVATIVE FINANCIAL INSTRUMENTS

18 unchanged sentences

During the next twelve months, the Corporation doesn't expect to reclassify income (loss) associated with derivatives from accumulated other comprehensive loss to interest expense.

The amount of gain recognized in other comprehensive income (loss) is included in the table below for the periods indicated.

Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative

(Effective Portion)

For the Year Ended December 31,

Interest rate products $ — $ 179

There was no gain recognized in other comprehensive income (loss) for the years ended December 31, 2025 and 2024.

The amount of loss reclassified from other comprehensive income (loss) into income related to cash flow hedging relationships is included in the table below for the years ended December 31, 2025, 2024 and 2023.

4 unchanged sentences

Interest rate contracts Interest expense $ — $ — $ ( 15 )

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

Non-designated Hedges

The Corporation does not use derivatives for trading or speculative purposes.

Derivatives not designated as hedges are not speculative and result from a service the Corporation provides to certain customers.

Derivatives not designated as hedges are not used for speculative purposes.

Instead, they arise from services provided to commercial banking customers as part of their risk management strategies.

The Corporation executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.

1 unchanged sentence

As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.

Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third party investors are considered derivatives.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

Interest rate lock commitments related to mortgage loans and forward sale commitments to third-party investors are also considered derivatives.

It is the Corporation's practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans.

These mortgage banking derivatives are not designated in hedge relationships.

Fair values were estimated based on changes in mortgage interest rates from the date of the commitments.

Fair values were estimated using observable market inputs, primarily changes in mortgage interest rates, from the date of commitment to the reporting date.

Changes in the fair value of these mortgage banking derivatives are included in net gains and fees on sales of loans.

15 unchanged sentences

The amount of gain (loss) recognized into income related to non-designated hedging instruments is included in the table below for the periods indicated.

Derivatives Not

Designated as Hedging

Instruments under

FASB ASC 815-10 Location of Gain (Loss)

Recognized in

Income on Derivative Amount of Gain (Loss) Recognized in Income on Derivative

Derivatives Not Designated as Hedging

Instruments under FASB ASC 815-10 Location of Gain (Loss)

Recognized in Income on Derivative Amount of Gain (Loss) Recognized into Income on Derivatives

2025 2024 2023

1 unchanged sentence

Interest rate lock commitments Net gains and fees on sales of loans 154 ( 121 ) 185

Total net gain recognized in income $ 711 $ 1,323 $ 1,183

Total net gain (loss) recognized in income $ ( 993 ) $ 711 $ 1,323

The Corporation’s exposure to credit risk occurs because of nonperformance by its counterparties.

4 unchanged sentences

Additionally, the Corporation has agreements with certain of its derivative counterparties that contain a provision where if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations.

As of December 31, 2024, the termination value of derivatives in a net liability position related to these agreements was $ 3.9 million, which resulted in no collateral pledged to counterparties as of December 31, 2024.

As of December 31, 2025, the termination value of derivatives in a net liability position related to these agreements was $ 10.0 million, which resulted in $ 1.8 million of collateral pledged to counterparties as of December 31, 2025.

While the Corporation did not breach any of these provisions as of December 31, 2025, if it had, the Corporation could have been required to settle its obligations under the agreements at their termination value.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

FAIR VALUES OF FINANCIAL INSTRUMENTS

The Corporation used fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.

The accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC 820 applies only when other guidance requires or permits assets or liabilities to be measured at fair value;

it does not expand the use of fair value in any new circumstances.

As defined in ASC 820, fair value is the price to sell an asset or transfer a liability in an orderly transaction between market participants.

The Corporation uses fair value measurements to adjust certain assets and liabilities and to provide fair value disclosures.

Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring it and expands related disclosure requirements.

It applies only when other accounting guidance requires or permits fair value measurement and does not expand its use to new circumstances.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

It represents an exit price at the measurement date.

Market participants are buyers and sellers, who are independent, knowledgeable, and willing and able to transact in the principal (or most advantageous) market for the asset or liability being measured.

Current market conditions, including imbalances between supply and demand, are considered in determining fair value.

The Corporation values its assets and liabilities in the principal market where it sells the particular asset or transfers the liability with the greatest volume and level of activity.

In the absence of a principal market, the valuation is based on the most advantageous market for the asset or liability (i.e., the market where the asset could be sold or the liability transferred at a price that maximizes the amount to be received for the asset or minimizes the amount to be paid to transfer the liability).

Valuation inputs refer to the assumptions market participants would use in pricing a given asset or liability.

Inputs can be observable or unobservable.

Observable inputs are those assumptions which market participants would use in pricing the particular asset or liability.

These inputs are based on market data and are obtained from a source independent of the Corporation.

Unobservable inputs are assumptions based on the Corporation’s own information or estimate of assumptions used by market participants in pricing the asset or liability.

Unobservable inputs are based on the best and most current information available on the measurement date.

All inputs, whether observable or unobservable, are ranked in accordance with a prescribed fair value hierarchy which gives the highest ranking to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest ranking to unobservable inputs for which there is little or no market activity (Level 3).

Fair values for assets or liabilities classified as Level 2 are based on one or a combination of the following factors:

(i) quoted prices for similar assets;

(ii) observable inputs for the asset or liability, such as interest rates or yield curves;

or (iii) inputs derived principally from or corroborated by observable market data.

The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The Corporation considers an input to be significant if it drives 10 percent or more of the total fair value of a particular asset or liability.

RECURRING MEASUREMENTS

Assets and liabilities are considered to be measured at fair value on a recurring basis if fair value is measured regularly (i.e., daily, weekly, monthly or quarterly).

Recurring valuation occurs at a minimum on the measurement date.

Assets and liabilities are considered to be measured at fair value on a nonrecurring basis if the fair value measurement of the instrument does not necessarily result in a change in the amount recorded on the balance sheet.

The Corporation values its assets and liabilities in the principal market where it sells the asset or transfers the liability with the greatest volume and level of activity.

If no principal

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

market exists, valuation is based on the most advantageous market — one that maximizes the asset’s sale price or minimizes the liability’s transfer cost.

Valuation inputs reflect assumptions that market participants would use to price an asset or liability.

These inputs are categorized as either observable or unobservable.

Observable inputs are based on market data from independent sources and reflect assumptions market participants would use.

Unobservable inputs are derived from the Corporation’s own estimates, reflecting assumptions market participants might use when market data is not available.

These rely on the best available information at the measurement date.

Inputs are ranked within a three-level fair value hierarchy.

Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are based on one or more of the following:

quoted prices for similar assets, observable inputs such as interest rates or yield curves, or inputs corroborated by market data.

Level 3 inputs are unobservable and reflect minimal market activity.

An input is considered to be significant if it contributes 10 percent or more to the total fair value of the asset or liability.

RECURRING AND NONRECURRING FAIR VALUE MEASUREMENTS

Assets and liabilities are considered to be measured at fair value on a recurring basis if fair value is measured regularly — such as daily, weekly, monthly, or quarterly.

Recurring valuation occurs at least on the measurement date.

Assets and liabilities are considered to be measured at fair value on a nonrecurring basis if the fair value measurement is not performed regularly and does not necessarily result in a change to the recorded balance sheet amount.

Generally, nonrecurring valuation is the result of the application of other accounting pronouncements which require assets or liabilities to be assessed for impairment and recorded at the lower of cost or fair value.

7 unchanged sentences

Level 2 securities include U.S.

Government-sponsored agency and mortgage-backed securities, state and municipal securities and corporate obligations securities.

In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include state and municipal securities, U.S.

Government-sponsored mortgage-backed securities and corporate obligations securities.

Level 3 fair value for securities was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.

Government-sponsored agency and mortgage-backed securities, state and municipal securities, foreign investment and corporate obligations.

In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include state and municipal securities and corporate obligations.

Fair values for Level 3 securities were determined using discounted cash flow models that incorporated market estimates of interest rates and volatility in markets that have not been active.

Third party vendors compile prices from various sources and may apply such techniques as matrix pricing to determine the value of identical or similar investment securities (Level 2).

7 unchanged sentences

(table dollar amounts in thousands, except share data)

The following tables present the fair value measurements of assets and liabilities recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2024 and 2023.

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying balance sheets on a recurring basis, along with their classification within the fair value hierarchy as of December 31, 2025 and 2024.

Fair Value Measurements Using:

7 unchanged sentences

Government-sponsored mortgage-backed securities 419,510 — 419,510 —

Foreign investment 1,500 — 1,500 —

Corporate obligations 7,699 — 7,668 31

73 unchanged sentences

The following is a discussion of the sensitivity of significant unobservable inputs, the interrelationships between those inputs and other unobservable inputs used in recurring fair value measurement and how those inputs might magnify or mitigate the effect of changes in the unobservable inputs on the fair value measurement.

State and Municipal Securities, Corporate Obligations, and U.S.

Government-sponsored Mortgage Backed Securities

The significant unobservable inputs used in the fair value measurement of the Corporation’s state and municipal securities, corporate obligations

Government-sponsored mortgage backed securities are premiums for unrated securities and marketability discounts.

increases or decreases in either of those inputs in isolation would result in a significantly lower or higher fair value measurement.

changes in either of those inputs will not affect the other input.

FAIR VALUE OF FINANCIAL INSTRUMENTS NOT CARRIED AT FAIR VALUE

State and Municipal Securities and Corporate Obligations

The significant unobservable inputs used in the fair value measurement of the Corporation’s state and municipal securities and corporate obligations are premiums for unrated securities and marketability discounts.

Significant increases or decreases in either of those inputs in isolation would result in a significantly lower or higher fair value measurement.

Generally, changes in either of those inputs will not affect the other input.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables present estimated fair values of the Corporation’s financial instruments not carried at fair value and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2025 and 2024.

6 unchanged sentences

Interest-bearing deposits 196,300 196,300 — — 196,300

Investment securities held to maturity 2,074,220 — 1,716,647 6,873 1,723,520

Investment securities held to maturity, net of allowance for credit losses 1,971,539 — 1,713,872 4,415 1,718,287

Loans held for sale 20,079 — 20,079 — 20,079

Loans 12,661,602 — — 12,437,523 12,437,523

Net loans 13,596,110 — — 13,498,304 13,498,304

Federal Home Loan Bank stock 47,245 — 47,245 — 47,245

2 unchanged sentences

Deposits $ 15,294,855 $ 13,252,258 $ 2,042,782 $ — $ 15,295,040

Federal funds purchased 40,000 — 40,000 — 40,000

Securities sold under repurchase agreements 103,755 — 103,747 — 103,747

12 unchanged sentences

Interest-bearing deposits 298,891 298,891 — — 298,891

Investment securities held to maturity, net 2,184,252 — 1,859,974 10,400 1,870,374

Investment securities held to maturity, net of allowance for credit losses 2,074,220 — 1,716,647 6,873 1,723,520

Loans held for sale 18,663 — 18,663 — 18,663

Loans 12,281,093 — — 11,958,301 11,958,301

Net loans 12,661,602 — — 12,437,523 12,437,523

Federal Home Loan Bank stock 41,690 — 41,690 — 41,690

6 unchanged sentences

Interest payable 16,102 — 16,102 — 16,102

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, as of December 31, 2024 and 2023:

Accumulated Other Comprehensive Income (Loss)

Unrealized Gains (Losses) on Securities Available for Sale Unrealized Gains (Losses) on Cash Flow Hedges Unrealized Gains (Losses) on Defined Benefit Plans Total

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in the balances of each component of accumulated other comprehensive loss, net of tax, as of December 31, 2025 and 2024:

Accumulated Other Comprehensive Loss

Unrealized Gains (Losses) on Securities Available for Sale Unrealized Gains (Losses) on Defined Benefit Plans Total

Balance at December 31, 2024 $ ( 188,412 ) $ ( 273 ) $ ( 188,685 )

Other comprehensive income (loss) before reclassifications ( 31,156 ) — 2,043 ( 29,113 )

Amounts reclassified from accumulated other comprehensive income (loss) 16,398 — — 16,398

Other comprehensive income before reclassifications 56,504 2,016 58,520

Amounts reclassified from accumulated other comprehensive loss 6 24 30

Period change 56,510 2,040 58,550

1 unchanged sentence

Balance at December 31, 2023 $ ( 173,654 ) $ ( 2,316 ) $ ( 175,970 )

Other comprehensive income (loss) before reclassifications 55,366 ( 142 ) 2,405 57,629

Amounts reclassified from accumulated other comprehensive income (loss) 5,475 12 65 5,552

Other comprehensive loss before reclassifications ( 31,156 ) 2,043 ( 29,113 )

Amounts reclassified from accumulated other comprehensive loss 16,398 — 16,398

Period change ( 14,758 ) 2,043 ( 12,715 )

3 unchanged sentences

(table dollar amounts in thousands, except share data)

The following table presents the reclassification adjustments out of accumulated other comprehensive income (loss) that were included in net income in the Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022:

Amount Reclassified from Accumulated Other Comprehensive Income (Loss) For the Year Ended December 31,

Details about Accumulated Other Comprehensive Income (Loss) Components 2024 2023 2022 Affected Line Item in the Statements of Income

The following table presents the reclassification adjustments out of accumulated other comprehensive loss that were included in net income in the Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023:

Amount Reclassified from Accumulated Other Comprehensive Loss For the Year Ended December 31,

Details about Accumulated Other Comprehensive Loss Components 2025 2024 2023 Affected Line Item in the Statements of Income

Unrealized gains (losses) on available for sale securities (1)

Realized securities gains (losses) reclassified into income $ ( 20,757 ) $ ( 6,930 ) $ 1,194 Other income - net realized gains (losses) on sales of available for sale securities

Related income tax benefit (expense) 4,359 1,455 ( 251 ) Income tax expense

Realized securities losses reclassified into income $ ( 8 ) $ ( 20,757 ) $ ( 6,930 ) Noninterest income - net realized losses on sales of available for sale securities

Related income tax benefit 2 4,359 1,455 Income tax expense

$ ( 6 ) $ ( 16,398 ) $ ( 5,475 )

1 unchanged sentence

Interest rate contracts $ — $ — $ ( 15 ) Interest expense - subordinated debentures and other borrowings

Related income tax benefit (expense) — 3 109 Income tax expense

Related income tax benefit — — 3 Income tax expense

$ — $ — $ ( 12 )

Unrealized gains (losses) on defined benefit plans

Amortization of net loss and prior service costs $ — $ ( 82 ) $ ( 82 ) Other expenses - salaries and employee benefits

Related income tax benefit (expense) — 17 17 Income tax expense

Amortization of net loss and prior service costs $ ( 30 ) $ — $ ( 82 ) Noninterest expense - salaries and employee benefits

Related income tax benefit 6 — 17 Income tax expense

$ ( 24 ) $ — $ ( 65 )

Total reclassifications for the period, net of tax $ ( 30 ) $ ( 16,398 ) $ ( 5,552 )

(1) For additional detail related to unrealized gains (losses) on available for sale securities and related amounts reclassified from accumulated other comprehensive income see NOTE 4.

(1) For additional detail related to unrealized gains (losses) on available for sale securities and related amounts reclassified from accumulated other comprehensive loss see NOTE 4.

INVESTMENT SECURITIES of these Notes to Consolidated Financial Statements.

(2) For additional detail related to unrealized gains (losses) on cash flow hedges and related amounts reclassified from accumulated other comprehensive income see NOTE 12.

(2) For additional detail related to unrealized gains (losses) on cash flow hedges and related amounts reclassified from accumulated other comprehensive loss see NOTE 12.

DERIVATIVE FINANCIAL INSTRUMENTS of these Notes to Consolidated Financial Statements.

4 unchanged sentences

The assigned capital category is largely determined by four ratios that are calculated according to the regulations:

total risk-based capital, tier 1 risk-based capital, common equity tier 1 (“CET1”), and tier 1 leverage ratios.

total risk-based capital, tier 1 risk-based capital, CET1, and tier 1 leverage ratios.

The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity.

6 unchanged sentences

Banks are required to monitor closely their capital levels and to notify their appropriate regulatory agency of any basis for a change in capital category.

Basel III requires the Corporation and the Bank to maintain the minimum capital and leverage ratios as defined in the regulation and as illustrated in the following table, which capital to risk-weighted asset ratios include a 2.5 percent capital conservation buffer.

Under Basel III, in order to avoid limitations on capital distributions, including dividends, the Corporation must hold a 2.5 percent capital conservation buffer above the adequately capitalized CET1 to risk-weighted assets ratio (which buffer is reflected in the required ratios below).

Under Basel III, the Corporation and Bank elected to opt-out of including accumulated other comprehensive income in regulatory capital.

Under the fully phased-in Basel III capital rules, the Corporation and the Bank maintain the minimum capital and leverage ratios, including a 2.5 percent capital conservation buffer, as illustrated in the table below.

In order to avoid limitations on capital distributions, including dividends, the Corporation must maintain capital levels above these minimum requirements.

The Corporation and Bank have elected to opt-out of including accumulated other comprehensive income in regulatory capital.

As of December 31, 2025, the Bank met all capital adequacy requirements to be considered well capitalized under the fully phased-in Basel III capital rules.

3 unchanged sentences

(table dollar amounts in thousands, except share data)

As part of a March 27, 2020 joint statement of federal banking regulators, an interim final rule that allowed banking organizations to mitigate the effects of the CECL accounting standard on their regulatory capital was announced.

Banking organizations could elect to mitigate the estimated cumulative regulatory capital effects of CECL for up to two years.

This two-year delay was to be in addition to the three-year transition period that federal banking regulators had already made available.

While the 2021 CAA provided for a further extension of the mandatory adoption of CECL until January 1, 2022, the federal banking regulators elected to not provide a similar extension to the two year mitigation period applicable to regulatory capital effects.

Instead, the federal banking regulators require that, in order to utilize the additional two-year delay, banking organizations must have adopted the CECL standard no later than December 31, 2020, as required by the Coronavirus Aid, Relief and Economic Security Act, or CARES Act.

As a result, because implementation of the CECL standard was delayed by the Corporation until January 1, 2021, it began phasing in the cumulative effect of the adoption on its regulatory capital, at a rate of 25 percent per year, over a three-year transition period that began on January 1, 2021.

Under that phase-in schedule, the cumulative effect of the adoption was fully reflected in regulatory capital on January 1, 2024.

On November 1, 2013, the Corporation completed the private issuance and sale to four institutional investors of an aggregate of $ 70.0 million of debt comprised of (a) 5.00 percent Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $ 5.0 million and (b) 6.75 percent Fixed-to-Floating Rate Subordinated Notes due October 30, 2028 in the aggregate principal amount of $ 65.0 million.

As of December 31, 2023 the Corporation began the five years phase out (at a rate of 20 percent per year) as defined in the Basil III capital rules, which resulted in a reduction of $ 13 million in tier 2 capital.

The Corporation exercised its right to redeem $ 40 million of the subordinated debt on the scheduled interest payment date during the first quarter of 2024 and redeemed the remaining $ 25.0 million during the second quarter of 2024.

On April 1, 2022, the Corporation assumed $ 30.0 million of subordinated notes in conjunction with its acquisition of Level One.

As of December 31, 2024, these subordinated debentures were classified as tier 2 capital and were subject to the five year phase-out.

The Corporation exercised its right to redeem $ 65.0 million of the subordinated debt on the scheduled interest payment date during the first half of 2024 and the Corporation exercised its right to redeem the $ 5.0 million of the Senior Debt on the scheduled interest payment date of July 30, 2025.

On April 1, 2022, the Corporation assumed $ 30.0 million of 4.75 percent Fixed-to-Floating subordinated notes due December 18, 2029 in conjunction with its acquisition of Level One.

On February 14, 2025, the Corporation, through its trustee, distributed notice of redemption of all $ 30.0 million in principal amount of such.

The Corporation exercised its rights to redeem $ 30.0 million of the subordinated debt on the scheduled interest payment date of March 18, 2025.

The Corporation’s and Bank’s actual and required capital ratios as of December 31, 2025 and 2024 were as follows:

36 unchanged sentences

The Federal Reserve focuses its assessment of capital adequacy on a component of tier 1 capital known as CET1.

Because the Federal Reserve has long indicated that voting common shareholders’ equity (essentially tier 1 risk-based capital less preferred stock and non-controlling interest in subsidiaries) generally should be the dominant element in tier 1 risk-based capital, this focus on CET1 is consistent with existing capital adequacy categories.

Tier I regulatory capital consists primarily of total stockholders’ equity and subordinated debentures issued to business trusts categorized as qualifying borrowings, less non-qualifying intangible assets and unrealized net securities gains or losses.

Because the Federal Reserve has long indicated that voting common stockholders’ equity (essentially tier 1 risk-based capital less preferred stock and non-controlling interest in subsidiaries) generally should be the dominant element in tier 1 risk-based capital, this focus on CET1 is consistent with existing capital adequacy categories.

Tier I regulatory capital consists primarily of total common stockholders’ equity and subordinated debentures issued to business trusts categorized as qualifying borrowings, less non-qualifying intangible assets and unrealized net securities gains or losses.

The Corporation’s principal source of funds for dividend payments to shareholders is dividends received from the Bank.

9 unchanged sentences

The Corporation had $ 25.0 million of outstanding preferred stock at December 31, 2025 and 2024.

During the twelve months ended December 31, 2024, the Corporation declared and paid dividends of $ 187.52 per share (equivalent to $ 1.88 per depositary share), equal to $ 1.9 million.

During the twelve months ended December 31, 2023, the Corporation declared and paid dividends of $ 187.52 per share (equivalent to $ 1.88 per depositary share), equal to $ 1.9 million.

During the twelve months ended December 31, 2025 and 2024, the Corporation declared and paid dividends of $ 187.52 per share (equivalent to $ 1.88 per depositary share), equal to $ 1.9 million.

The Series A preferred stock qualifies as tier 1 capital for purposes of the regulatory capital calculations.

1 unchanged sentence

On January 27, 2021, the Board of Directors of the Corporation approved a stock repurchase program of up to 3,333,000 shares of the Corporation’s outstanding common stock;

provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $ 100,000,000 .

provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $ 100.0 million.

On a share basis, the amount of common stock subject to the repurchase program represents approximately 6 percent of the Corporation’s outstanding shares at the time the program became effective.

The Corporation repurchased 1,648,466 shares of its common stock pursuant to the repurchase program during 2024.

The Corporation repurchased 1.6 million shares of its common stock pursuant to the repurchase program during 2024.

As of December 31, 2024, the Corporation had approximately 1.0 million shares at a maximum aggregate value of $ 18.4 million available to repurchase under the program.

The Corporation did not repurchase any shares of its common stock pursuant to the repurchase program during 2022 or 2023.

The stock repurchase program approved in 2021 was discontinued as of March 18, 2025.

On March 18, 2025, the Board of Directors of the Corporation approved a stock repurchase program of up to 2,927,000 shares of the Corporation's outstanding common stock;

provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $ 100.0 million.

On a share basis, the amount of common stock subject to the repurchase program represented approximately 5 percent of the Corporation’s outstanding shares at the time the program became effective.

The Corporation repurchased 1.2 million shares of its common stock pursuant to the repurchase program during 2025, for total consideration of $ 46.9 million.

The average purchase price was $ 38.71 per share.

As of December 31, 2025, approximately 1.7 million shares remained available for repurchase under the program, with an aggregate remaining authorization of $ 53.1 million.

In August 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted.

Among other things, the IRA imposes a new 1 percent excise tax on the fair market value of stock repurchased after December 31, 2022 by publicly traded U.S.

Among other things, the IRA imposes a 1 percent excise tax on the fair market value of stock repurchased after December 31, 2022 by publicly traded U.S.

corporations (like the Corporation).

With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including shares issued pursuant to compensatory arrangements.

For the twelve months ended December 31, 2024, the Corporation recorded excise tax of $ 0.5 million, related to its share repurchase during the period, which is reflected in the Stockholders’ Equity as a component of additional paid-in capital.

For the twelve months ended December 31, 2025 and 2024, the Corporation recorded excise tax of $ 0.4 million and $ 0.5 million, respectively, related to its share repurchase during the period, which is reflected in the Stockholders’ Equity as a component of additional paid-in capital.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

LOAN SERVICING

7 unchanged sentences

Total $ 2,205,173 $ 2,016,339

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table dollar amounts in thousands, except share data)

For certain loans, the originated loans are sold to third parties on a non-recourse basis with servicing rights retained.

The retained servicing rights are recorded as a servicing asset and are reported under the line item "Other assets" in the Consolidated Balance Sheets.

The associated amortization expense is included in "Other Noninterest Expense" in the Consolidated Statements of Income.

The associated amortization expense is included in “Other expenses” in the Consolidated Statements of Income.

Mortgage servicing rights are initially recorded at fair value and then carried at the lower of amortized cost or fair value.

6 unchanged sentences

The fair value of servicing rights was $ 14.7 million and $ 12.9 million for the years ended December 31, 2025 and 2024, respectively.

Fair value at December 31, 2024 was determined using weighted average discount rates ranging from 2.55 percent to 8.22 percent, Public Securities Association Prepayment Model speed (“PSA”) ranging from 0 percent to 274 percent and cost to service of $ 6 per loan.

Fair value at December 31, 2025 was determined using weighted average discount rates ranging from 2.50 percent to 9.13 percent, Public Securities Association (“PSA”) Prepayment Model speed ranging from 100 percent to 224 percent and cost to service of $ 6 per loan.

Fair value at December 31, 2024 was determined using weighted average discount rates ranging from 2.55 percent to 8.22 percent, PSA ranging from 0 percent to 274 percent, and cost to service of $ 6 per loan.

SHARE-BASED COMPENSATION

Stock options and Restricted Stock Awards (“RSA”) have been issued to directors, officers and other management employees under the Corporation’s 2024 Long-term Equity Incentive Plan, the 2019 Long-term Equity Incentive Plan, the Level One Bancorp, Inc.

Stock options and Restricted Stock Awards (“RSAs”) have been issued to directors, officers and other management employees under the Corporation’s 2024 Long-term Equity Incentive Plan, the 2019 Long-term Equity Incentive Plan, the Level One Bancorp, Inc.

2007 Stock Option Plan and the Equity Compensation Plan for Non-Employee Directors.

2 unchanged sentences

The RSAs issued to employees and non-employee directors provide for the issuance of shares of the Corporation’s common stock at no cost to the holder and generally vest after three years .

The RSAs vest only if the employee is actively employed by the Corporation on the vesting date and, therefore, any unvested shares are forfeited.

For non-employee directors, the RSAs vest only if the non-employee director remains as an active board member on the vesting date and, therefore, any unvested shares are forfeited.

The RSAs vest only if the employee is actively employed by the Corporation on the vesting date.

For non-employee directors, the RSAs vest only if the non-employee director remains as an active board member on the vesting date.

The RSAs for employees and non-employee directors are either immediately vested at retirement, disability or death, or continue to vest after retirement, disability or death, depending on the plan under which the shares were granted.

7 unchanged sentences

To complete the exercise of vested stock options, RSAs and ESPP options, the Corporation generally issues new shares from its authorized but unissued share pool.

Share-based compensation for the years ended December 31, 2024, 2023, and 2022 was $ 5.8 million, $ 5.2 million, and $ 4.7 million, respectively, and has been recognized as a component of salaries and benefits expense in the accompanying Consolidated Statements of Income.

Share-based compensation expense recognized in the Consolidated Statements of Income is based on awards ultimately expected to vest and is reduced for estimated forfeitures.

Share-based compensation guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates.

Pre-vesting forfeitures were estimated to be approximately 0.05 percent for the year ended December 31, 2024, based on historical experience.

Share-based compensation for the years ended December 31, 2025, 2024, and 2023 was $ 7.3 million, $ 5.8 million, and $ 5.2 million, respectively, and has been recognized as a component of salaries and employee benefits expense in the accompanying Consolidated Statements of Income.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

2 unchanged sentences

The following table summarizes the components of the Corporation’s share-based compensation awards recorded as an expense and the income tax benefit of such awards.

In 2024, the Corporation had RSAs vest primarily at a stock price that was lower than the grant date stock price, which resulted in the recognition of income tax expense at vesting of $ 130,000 .

For the years ended December 31, 2023 and 2022, the Corporation had RSAs vest primarily at a stock price that was higher than the grant date stock price, which resulted in the recognition of income tax benefit at vesting of $ 126,000 and $ 86,000 , respectively.

For the years ended December 31, 2025 and 2024, the Corporation had RSAs vest primarily at a stock price that was lower than the grant date stock price, which resulted in the recognition of income tax expense at vesting of $ 94,000 and $ 130,000 , respectively.

For the year ended December 31, 2023, the Corporation had RSAs vest primarily at a stock price that was higher than the grant date stock price, which resulted in the recognition of income tax benefit at vesting of $ 126,000 .

Years Ended December 31,

28 unchanged sentences

The amount of aggregate intrinsic value will change based on the fair value of the Corporation’s common stock.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2024 and 2023 was $ 707,000 and $ 1.4 million, respectively.

Cash receipts of stock options exercised during 2024 and 2023 were $ 900,000 and $ 1.1 million, respectively.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 was $ 374,000 and $ 707,000 , respectively.

Cash receipts of stock options exercised during 2025 and 2024 were $ 454,000 and $ 900,000 , respectively.

The following table summarizes information on unvested RSAs outstanding as of December 31, 2025:

3 unchanged sentences

Granted 222,098 $ 37.75

Forfeited ( 7,850 ) $ 38.50

Vested ( 129,592 ) $ 40.63

Forfeited ( 5,825 ) $ 35.62

Unvested RSAs at December 31, 2025 641,117 $ 36.08

10 unchanged sentences

Contributions are intended to provide not only for benefits attributed to service-to-date, but also for those expected to be earned in the future.

The table below sets forth the plans’ funded status and amounts recognized in the Consolidated Balance Sheets at December 31, using measurement dates of December 31, 2024 and 2023.

The table below sets forth the plans’ funded status and amounts recognized in the Consolidated Balance Sheets, using measurement dates of December 31, 2025 and 2024.

Change in Benefit Obligation:

1 unchanged sentence

Interest cost 2,538 2,632

Actuarial (gain) loss ( 2,678 ) 2,386

Actuarial loss (gain) 1,762 ( 2,678 )

Benefits paid ( 5,393 ) ( 7,317 )

10 unchanged sentences

Assets $ 37,712 $ 33,217

Deferred tax liability $ 152 $ —

Liabilities $ 1,675 $ 2,081

As of December 31, 2025, the funded status of the plans increased $ 4.9 million from December 31, 2024.

The aggregate unrecognized loss decreased from $ 4.6 million at December 31, 2023 to $ 2.0 million at December 31, 2024.

The key contributing factors to the change in the unrecognized loss were the discount rate increased by 50 basis points from 5.10 percent to 5.60 percent, which decreased the liability $ 1.7 million and the assets in the plan earned a return of $ 4.0 million, which was $ 0.1 million less than the expected return.

The expected increase in the funded status attributable to interest cost less expected return on assets, actual contributions and direct benefit payments was $ 2.2 million, resulting in a net gain of $ 2.7 million at December 31, 2025.

The key contributing factors to the net gain were the discount rate decreased by 40 basis points from 5.60 percent to 5.20 percent, which increased the liability by $ 1.3 million and the assets in the plan earned a return of $ 8.5 million, which was $ 4.5 million higher than the expected return.

The accumulated benefit obligation for all defined benefit plans was $ 47.3 million and $ 48.4 million at December 31, 2025 and 2024, respectively.

10 unchanged sentences

Amortization of prior service cost 31 49 87

Amortization of net loss 1 80 13

Amortization of net (gain) loss ( 45 ) 1 80

Net periodic pension benefit cost $ ( 1,535 ) $ ( 1,451 ) $ ( 844 )

2 unchanged sentences

(table dollar amounts in thousands, except share data)

Other changes in plan assets and benefit obligations recognized in other comprehensive income (loss):

Other changes in plan assets and benefit obligations recognized in other comprehensive income:

December 31, 2025 December 31, 2024 December 31, 2023

Net periodic pension benefit cost $ ( 1,535 ) $ ( 1,451 ) $ ( 844 )

Net gain (loss) 2,551 3,121 ( 1,797 )

Amortization of net loss 49 80 13

Net gain 2,726 2,551 3,121

Amortization of net (gain) loss ( 45 ) 49 80

Amortization of prior service cost 31 1 87

Total recognized in other comprehensive income (loss) 2,601 3,288 ( 1,697 )

Total recognized in net periodic pension benefit cost and other comprehensive income (loss) $ 4,052 $ 4,132 $ 842

Total recognized in other comprehensive income 2,712 2,601 3,288

Total recognized in net periodic pension benefit cost and other comprehensive income $ 4,247 $ 4,052 $ 4,132

Significant assumptions include:

18 unchanged sentences

The Corporation’s expense for the Savings Plan, including the additional retirement contribution, was $ 7.0 million, $ 7.0 million and $ 7.2 million for 2025, 2024 and 2023, respectively.

The Corporation also maintains a post retirement benefit plan that provides health insurance benefits for a closed group of participants that came to the Corporation through the 2019 MBT acquisition.

The Corporation also maintains a post retirement benefit plan that provides health insurance benefits for a closed group of participants that came to the Corporation through the 2019 MBT Financial Corp.

(“MBT”) acquisition.

To be eligible for the post retirement plan, the participants must (1) have been hired by MBT prior to January 1, 2007, (2) be a full-time employee of the Corporation and employed by MBT prior to the acquisition, and (3) be at least 55 years of age with 5 years of full-time service with MBT.

8 unchanged sentences

The plans’ investment strategies are to provide for preservation of capital with an emphasis on long-term growth without undue exposure to risk.

The assets of the plans are invested in accordance with the plans’ Investment Policy Statement, subject to strict compliance with ERISA and any other applicable statutes.

The assets of the plans are invested in accordance with the plans’ Investment Policy Statement, subject to strict compliance with the Employee Retirement Income Security Act of 1974 and any other applicable statutes.

The plans’ risk management practices include semi-annual evaluations of investment managers, including reviews of compliance with investment manager guidelines and restrictions;

11 unchanged sentences

Debt securities 72.5 72.0 69.4 77.0

Alternative investments — — 1.7 2.0

100.0 % 100.0 % 100.0 % 100.0 %

16 unchanged sentences

Government Agency and Municipal Bonds and Notes 13,651 — 13,651 —

Certificates of Deposit 246 — 246 —

Party-in-Interest Investments

27 unchanged sentences

International Equity 3,599 3,599 — —

Specialty Alternative Equity 1,414 1,414 — —

$ 79,535 $ 69,200 $ 10,335 $ —

Income tax expense consists of the following components for the years ended December 31, 2025, 2024, and 2023:

2025 2024 2023

Income Tax Expense for the Year Ended December 31:

Currently Payable:

Federal $ 30,471 $ 27,979 $ 29,351

State 423 723 ( 504 )

Federal 1,106 1,548 4,613

State 1,113 76 1,986

Income Tax Expense $ 33,113 $ 30,326 $ 35,446

The reconciliation between income tax expense expected at the U.S.

1 unchanged sentence

2025 2024 2023

Reconciliation of Federal Statutory to Actual Tax Expense:

Amount % Amount % Amount %

Income Before Income Taxes $ 259,114 $ 231,728 $ 259,232

Federal Statutory Income Tax at 21% $ 54,414 21.0 % $ 48,663 21.0 % $ 54,439 21.0 %

State & Local Taxes, Net of Federal Income Tax Effect (1)

1,213 0.5 % 631 0.3 % 1,171 0.4 %

Tax-exempt Interest Income ( 18,512 ) ( 7.1 ) % ( 17,509 ) ( 7.5 ) % ( 18,193 ) ( 7.0 ) %

1 unchanged sentence

Earnings on Life Insurance ( 1,599 ) ( 0.6 ) % ( 1,777 ) ( 0.8 ) % ( 1,753 ) ( 0.7 ) %

Other Non-taxable/Non-deductible Items 720 0.2 % 521 0.2 % ( 9 ) — %

Tax Credits ( 3,662 ) ( 1.4 ) % ( 2,018 ) ( 0.9 ) % ( 331 ) ( 0.1 ) %

State Tax 631 1,171 2,494

Other ( 61 ) — % 1,191 0.5 % ( 332 ) ( 0.1 ) %

Income Tax Expense $ 30,326 $ 35,446 $ 33,585

Effective Tax Rate 13.1 % 13.7 % 13.1 %

Income tax expense consists of the following components for the years ended December 31, 2024, 2023, 2022:

Income Tax Expense & Effective Tax Rate $ 33,113 12.8 % $ 30,326 13.1 % $ 35,446 13.7 %

(1) State taxes in Illinois make up the majority (greater than 50 percent) of the State & Local Taxes, Net of Federal Income Tax Effect for periods ended December 31, 2025, 2024 and 2023.

The Corporation operates in multiple U.S.

For the years ended December 31, 2025, 2024, and 2023, the effect of state and local taxes on the effective tax rate is primarily influenced by operations in Indiana and Illinois, which make up greater than 50 percent of the state and local tax effect.

Tax-exempt interest income includes interest earned on municipal securities held in the investment portfolio.

Tax Credits consist entirely of low-income housing tax credits.

Income taxes paid (net of refunds) for the years ended December 31, 2025, 2024 and 2023 are summarized in the following table:

2025 2024 2023

Income Tax Expense for the Year Ended December 31:

Currently Payable:

Federal $ 27,979 $ 29,351 $ 21,824

State 723 ( 504 ) 2,696

Income Taxes Paid for the Year Ended December 31:

Federal $ 19,704 $ 7,000 $ 33,682

State 1,042 627 1,156

Income Tax Expense $ 30,326 $ 35,446 $ 33,585

Income Taxes Paid $ 20,746 $ 7,627 $ 34,838

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

1 unchanged sentence

(table dollar amounts in thousands, except share data)

In 2025, there were no individual state or local jurisdictions with taxes paid that equaled or exceeded 5% of total income taxes paid.

Significant components of the net deferred tax assets and liabilities resulting from temporary differences were as follows at December 31, 2025 and 2024:

32 unchanged sentences

NET INCOME PER COMMON SHARE

Basic net income per common share is computed by dividing net income available to common stockholders by the weighted-average common shares outstanding during the reporting period.

Diluted net income per common share is computed by dividing net income available to common stockholders by the combination of the weighted-average common shares outstanding during the reporting period and all potentially dilutive common shares.

Potentially dilutive common shares include stock options and RSAs issued under the Corporation’s share-based compensation plans.

Potentially dilutive common shares are excluded from the computation of diluted earnings per common share in the periods where the effect would be antidilutive.

Basic net income per common share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the reporting period.

Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted.

It is computed by dividing net income available to common stockholders by the sum of the weighted-average common shares outstanding and the effect of all potentially dilutive common shares outstanding during the period.

Potentially dilutive common shares include stock options and RSAs granted under the Corporation’s share-based compensation plans.

These securities are included in the diluted earnings per share calculation only when their effect is dilutive.

Securities that would increase earnings per share are considered anti-dilutive and are therefore excluded from the computation of diluted earnings per share for the applicable periods.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

12 unchanged sentences

RSAs excluded from the diluted average common share calculation 59,611 92,175 69,421

92,175 69,421 39,830

(1) Anti-dilution occurs when the unrecognized compensation cost per share of an RSA exceeds the market price of the Corporation's stock.

As of December 31, 2025, 2024 and 2023, there were no stock options with an option price greater than the average market price of the common shares.

16 unchanged sentences

(table dollar amounts in thousands, except share data)

Condensed Statements of Income and Comprehensive Income (Loss)

Condensed Statements of Income and Comprehensive Income

December 31, 2025 December 31, 2024 December 31, 2023

15 unchanged sentences

Other comprehensive income (loss) 58,550 ( 12,715 ) 63,181

Comprehensive income (loss) $ 188,687 $ 286,967 $ ( 72,175 )

Comprehensive income $ 284,551 $ 188,687 $ 286,967

Condensed Statements of Cash Flows

8 unchanged sentences

Cash Flow From Investing Activities:

Net cash and cash equivalents paid in acquisition — — ( 72,494 )

Proceeds from business divestitures — — 4,852

Net cash provided (used) by investing activities — 4,852 ( 72,494 )

Net cash provided by investing activities — — 4,852

Cash Flow From Financing Activities:

22 unchanged sentences

All operations are domestic.

GENERAL LITIGATION

GENERAL LITIGATION AND REGULATORY EXAMINATIONS

The Corporation is subject to claims and lawsuits that arise primarily in the ordinary course of business.

It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on the consolidated financial position, results of operations and cash flow of the Corporation.

Additionally, the Corporation is also subject to periodic examinations by various regulatory agencies.

It is the general opinion of management that the disposition or ultimate resolution of any such routine litigation or regulatory examinations will not have a material adverse effect on the consolidated financial position, results of operations and cash flow of the Corporation.

ITEM 9., ITEM 9A.

2 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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data