4 unchanged sentences
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
−Removed: Management of First Merchants Corporation (the “Corporation”) is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.
+Added: Management of the Corporation is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.
The Corporation’s internal control over financial reporting is designed to provide reasonable assurance to the Corporation’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.
3 unchanged sentences
Management assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2025.
−Removed: In making this assessment, management used the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.
+Added: In making this assessment, management used the criteria set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Based on this assessment, management has determined that the Corporation’s internal control over financial reporting as of December 31, 2025 is effective based on the specified criteria.
3 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders, Board of Directors and Audit Committee
+Added: Stockholders, Board of Directors, and Audit Committee
First Merchants Corporation
52 unchanged sentences
available for future issuance
−Removed: under equity compensations
+Added: under equity compensation
plans (excluding securities
12 unchanged sentences
That information is incorporated in this Item 14 by reference.
−Removed: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL INFORMATION
10 unchanged sentences
Description of Exhibits :
+Added: Agreement and Plan of Merger between First Merchants Corporation and First Savings Financial Group, Inc., dated as of September 24, 2025 (Incorporated by reference to registrant's Form 8-K filed on September 25, 2025)
3.1 First Merchants Corporation Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 of registrant’s Form 8-K filed on May 22, 2024) (SEC No.
5 unchanged sentences
4.5 First Merchants Corporation Dividend Reinvestment and Stock Purchase Plan (Incorporated by reference to registrant’s Prospectus filed pursuant to Rule 424(b)(3) on July 17, 2020) (SEC No.
−Removed: 4.6 Upon request, the registrant agrees to furnish supplementally to the Commission a copy of the instruments defining the rights of holders of its (a) 5.00% Fixed-to-Floating Rate Senior Notes due 2028 in the aggregate principal amount of $5 million and (b) 6.75% Fixed-to-Floating Rate Subordinated Notes due 2028 in aggregate principal amount of $65 million.
4.6 Description of the Registrant's Securities Registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.7 of registrant's Form 10-K filed on March 1, 2023) (SEC No.
1 unchanged sentence
4.8 Form of Depositary Receipt (Incorporated by reference to Exhibit 4.2 of registrant’s Form 8-A filed on March 30, 2022) (SEC No.
−Removed: 4.10 Indenture, dated as of December 18, 2019, between First Merchants Corporation (as successor to Level One Bancorp, Inc.) and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.1 of Level One Bancorp, Inc.’s Form 8-K filed on December 19, 2019) (SEC No.
−Removed: 4.11 First Supplemental Indenture, dated as of March 31, 2022, among First Merchants Corporation, Level One Bancorp, Inc.
−Removed: and Wilmington Trust, National Association, as trustee (Incorporated by reference to Exhibit 4.11 of registrant's Form 10-K filed on March 1, 2023) (SEC No.
−Removed: 4.12 Form of 4.75% Fixed-to-Floating Rate Subordinated Notes due 2029 (Incorporated by reference to Exhibit 4.2 of Level One Bancorp, Inc.’s Form 8-K filed on December 19, 2019) (SEC No.
10.1 First Merchants Corporation Senior Management Incentive Compensation Program, dated February 3, 202 6 (Incorporated by reference to the description in Item 5.02 of registrant's Form 8-K filed on February 6, 202 6 ) (SEC No.
22 unchanged sentences
10.10 First Merchants Corporation Change of Control Agreement, effective August 23, 2021, with Chad W.
+Added: Kimball (Incorporated by reference to Exhibit 10.10 of registrant's Form 10-K filed on February 24, 2025) (SEC No.
+Added: 001-41342) (1)
10.11 First Merchants Corporation Change of Control Agreement, effective November 1, 2024 with Joseph C.
+Added: Peterson (Incorporated by reference to Exhibit 10.11 of registrant's Form 10-K filed on February 24, 2025) (SEC No.
+Added: 001-41342) (1)
10.12 First Merchants Corporation Supplemental Executive Retirement Plan and amendments thereto (Incorporated by reference to Exhibit 10.7 of registrant's Form 10-K filed on March 27, 1998) (SEC No.
25 unchanged sentences
333-232362) (1)
−Removed: 19 Insider Trading Policy (2)
+Added: 19 Insider Trading Policy (incorporated by reference to Exhibit 19 of First Merchants Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024)
21 Subsidiaries of registrant (2)
5 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
−Removed: 97 First Merchants Corporation Clawback Policy ( incorporated by referenc e to Exhibit 97 of First Mer chants Corporation ’ s Annual Report on Form 10-K for the year ended December 31, 2023)
+Added: 97 First Merchants Corporation Clawback Policy (incorporated by reference to Exhibit 97 of First Merchants Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023)
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL
20 unchanged sentences
/s/ Michael R.
−Removed: Becher* /s/ Kevin D.
−Removed: Becher, Director Kevin D.
−Removed: Johnson, Director
−Removed: Brooks* /s/ Clark C.
−Removed: Brooks, Director Clark C.
+Added: Becher* /s/ Clark C.
+Added: Becher, Director Clark C.
Kellogg, Director
−Removed: /s/ Mung Chiang* /s/ Gary J.
−Removed: Mung Chiang, Director Gary J.
+Added: Brooks* /s/ Gary J.
+Added: Brooks, Director Gary J.
Lehman, Director
−Removed: /s/ Patrick J.
−Removed: Fehring* /s/ Michael C.
−Removed: Fehring, Director Michael C.
−Removed: Rechin, Director
+Added: /s/ Mung Chiang* /s/ Larry W.
+Added: Mung Chiang, Director Larry W.
+Added: Myers, Director
/s/ Michael J.
−Removed: Fisher* /s/ Charles E.
−Removed: Fisher, Director Charles E.
−Removed: Schalliol, Director
+Added: Fisher* /s/ Michael C.
+Added: Fisher, Director Michael C.
+Added: Rechin, Director
Howard Halderman* /s/ Jason R.
4 unchanged sentences
Wojtowicz, Director
+Added: Johnson, Director
* By Michele M.
4 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.