1ST SOURCE CORP 10-K

Item 9A. Controls and Procedures. 1st Source carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, at December 31, 2024, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by 1st Source in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. In addition, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the fourth fiscal quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of 1st Source Corporation (“1st Source”) is responsible for establishing and maintaining adequate internal control over financial reporting. 1st Source’s internal control over financial reporting includes policies and procedures pertaining to 1st Source’s ability to record, process, and report reliable information. Actions are taken to correct any deficiencies as they are identified through internal and external audits, regular examinations by bank regulatory agencies, 1st Source’s formal risk management process, and other means. 1st Source’s internal control system is designed to provide reasonable assurance to 1st Source’s management and Board of Directors regarding the preparation and fair presentation of 1st Source’s published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control may vary over time. 1st Source’s management assessed the effectiveness of internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013 framework). Based on management’s assessment, 1st Source believes that, as of December 31, 2024, 1st Source’s internal control over financial reporting is effective based on those criteria. Forvis Mazars LLP, independent registered public accounting firm, which also audited 1st Source’s consolidated financial statements for the year ended December 31, 2024, has issued an attestation report on management’s assessment of 1st Source’s internal control over financial reporting. This report appears on page 40 . By /s/ CHRISTOPHER J. MURPHY III Christopher J. Murphy III, Chief Executive Officer By /s/ BRETT A. BAUER Brett A. Bauer, Treasurer and Chief Financial Officer South Bend, Indiana Item 9B. Other Information. During the three months ended December 31, 2024, there were no “Rule 10b5-1 trading plans” or “non-Rule 10b5-1 trading arrangements” adopted, modified or terminated by any director or officer of the Company (as each term is defined in Item 408(a) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 86 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance. The information under the caption “Proposal Number 1: Election of Directors,” “Board Committees and Other Corporate Governance Matters,” and “Delinquent Section 16(a) Reports” of the 2025 Proxy Statement is incorporated herein by reference. Item 11. Executive Compensation. The information under the caption “Compensation Discussion & Analysis” of the 2025 Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information under the caption “Voting Securities and Principal Holders Thereof” and “Proposal Number 1: Election of Directors” of the 2025 Proxy Statement is incorporated herein by reference. The following table shows Equity Compensation Plan Information as of December 31, 2024. (A) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted-average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans [excluding securities reflected in column (A)] Equity compensation plans approved by shareholders 2011 Stock Option Plan — $ — 250,000 1997 Employee Stock Purchase Plan 7,385 46.04 102,931 1982 Executive Incentive Plan — — 207,176 (1)(2)(3) 1982 Restricted Stock Award Plan — — 110,246 (2) Strategic Deployment Incentive Plan — — 98,645 (2)(3) Total plans approved by shareholders 7,385 $ — 768,998 Equity compensation plans not approved by shareholders Director Retainer Stock Plan(4) — — 43,852 Total equity compensation plans 7,385 $ — 812,850 (1) The Executive Compensation and Human Resources Committee of the 1st Source Corporation Board of Directors may issue under the 1982 Executive Incentive Plan not more than 0.60% in any one calendar year of our common stock outstanding at the beginning of such year. (2) Amount is to be awarded by grants administered by the Executive Compensation and Human Resources Committee of the 1st Source Corporation Board of Directors. (3) Amount includes market value stock only. Book value shares used for annual awards may only be sold to 1st Source. (4) Under this plan an eligible director may elect to receive his or her annual retainer or annual fees in the form of shares of our common stock. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information under the caption “Proposal Number 1: Election of Directors”, “Board Committees and Other Corporate Governance Matters, “ and “Transactions with Related Persons” of the 2025 Proxy Statement is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information under the caption “Relationship with Independent Registered Public Accounting Firm” of the 2025 Proxy Statement is incorporated herein by reference. 87 Table of Contents Part IV Item 15. Exhibits and Financial Statement Schedules. (a) Financial Statements and Schedules: The following Financial Statements and Supplementary Data are filed as part of this annual report: Reports of Independent Registered Public Accounting Firm Consolidated Statements of Financial Condition — December 31, 2024 and 2023 Consolidated Statements of Income — Years ended December 31, 2024, 2023, and 2022 Consolidated Statements of Comprehensive Income — Years ended December 31, 2024, 2023, and 2022 Consolidated Statements of Shareholders’ Equity — Years ended December 31, 2024, 2023, and 2022 Consolidated Statements of Cash Flows — Years ended December 31, 2024, 2023, and 2022 Notes to Consolidated Financial Statements — December 31, 2024, 2023, and 2022 Financial statement schedules required by Article 9 of Regulation S-X are not required under the related instructions, or are inapplicable and, therefore, have been omitted. (b) Exhibits (numbered in accordance with Item 601 of Regulation S-K): 3(a) Articles of Incorporation of Registrant, amended April 30, 1996, filed as exhibit to Form 10-K, dated December 31, 2017, and incorporated herein by reference. 3(b) By-Laws of Registrant, as amended October 19, 2023, filed as exhibit to Form 10-Q, dated September 30, 2023, and incorporated herein by reference. 3(c) Certificate of Designations for Series A Preferred Stock, dated January 23, 2009, filed as exhibit to Form 8-K, dated January 23, 2009, and incorporated herein by reference. 4(a) Form of Common Stock Certificates of Registrant, filed as exhibit to Registration Statement 2-40481 and incorporated herein by reference. 4(b) 1st Source agrees to furnish to the Commission, upon request, a copy of each instrument defining the rights of holders of Senior and Subordinated debt of 1st Source. 4(c) Description of the Company’s Securities, filed as an exhibit to Form 10-Q, dated September 30, 2022 and incorporated herein by reference. 10(a)(1) Employment Agreement of Christopher J. Murphy III, dated January 1, 2008, filed as exhibit to Form 8-K, dated March 17, 2008 , amended February 6, 2014, filed as exhibit to Form 8-K, dated March 12, 2014 , and incorporated herein by reference. 10(a)(2) Employment Agreement of Andrea G. Short dated January 1, 2013, filed as exhibit to Form 10-K, dated December 31, 2012 , amended February 6, 2014, filed as exhibit to Form 8-K, dated March 12, 2014 , and incorporated herein by reference. 10(a)(3) Employment Agreement of John B. Griffith, dated January 1, 2008, filed as exhibit to Form 8-K, dated March 17, 2008 , amended February 6, 2014, filed as exhibit to Form 8-K, dated March 12, 2014 , and incorporated herein by reference. 10(a)(4) Employment Agreement of Jeffrey L. Buhr, dated May 23, 2017, filed as an exhibit to Form 8-K, dated May 23, 2017, and incorporated herein by reference. 10(a)(5) Employment Agreement of Brett A. Bauer, dated August 1, 2021, filed as an exhibit to Form 8-K, dated August 3, 2021, and incorporated herein by reference. 10(b) 1st Source Corporation Employee Stock Purchase Plan dated April 17, 1997, filed as exhibit to Form 10-K, dated December 31, 2017, and incorporated herein by reference. 10(c) 1st Source Corporation 1982 Executive Incentive Plan, amended October 23, 2024, filed as an exhibit to Form 10-Q, dated September 30, 2024, and incorporated herein by reference. 10(d) 1st Source Corporation 1982 Restricted Stock Award Plan, amended November 9, 2016, filed as Exhibit 4.3 to Registration Statement on Form S-8 No. 333-215910, filed February 6, 2017, and incorporated herein by reference. 10(e) 1st Source Corporation Strategic Deployment Incentive Plan, amended February 26, 2016, filed as exhibit to registrant’s 2016 definitive proxy statement, filed March 15, 2016, and incorporated herein by reference. 10(f) 1st Source Corporation 2011 Stock Option Plan, amended November 9, 2016, filed as exhibit to Form 10-K, dated December 31, 2016, and incorporated herein by reference. 10(g) 1st Source Corporation Director Retainer Stock Plan, amended August 3, 2018, filed as exhibit to Form 10-Q, dated September 30, 2018, and incorporated herein by reference. 19.1 1st Source Corporation Insider Trading Policy, amended October 19, 2023, filed herewith. 88 Table of Contents 21 Subsidiaries of Registrant (unless otherwise indicated, each subsidiary does business under its own name): Name Jurisdiction 1st Source Bank Indiana SFG Aircraft, Inc. * (formerly known as SFG Equipment Leasing, Inc.) Indiana 1st Source Insurance, Inc. * Indiana 1st Source Specialty Finance, Inc. * Indiana 1st Source Capital Corporation * Indiana Trustcorp Mortgage Company (Inactive) Indiana 1st Source Master Trust Delaware Michigan Transportation Finance Corporation * Michigan 1st Source Intermediate Holding, LLC Delaware 1st Source Funding, LLC (Inactive) Delaware SFG Commercial Aircraft Leasing, Inc. * Indiana SFG Equipment Leasing Corporation I* Indiana 1st Source Solar 1, LLC* Delaware 1st Source Solar 3, LLC Delaware 1st Source Solar 4, LLC Delaware 1st Source Solar 5, LLC Delaware 1st Source Solar 6, LLC Delaware 1st Source Solar 7, LLC Delaware 1st Source Solar 8, LLC Delaware 1st Source Solar 9, LLC Delaware 1st Portfolio Management, Inc. * Nevada *Wholly-owned subsidiaries of 1st Source Bank 23 Consent of Forvis Mazars, LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Christopher J. Murphy III, Chief Executive Officer (Rule 13a-14(a)). 31.2 Certification of Brett A. Bauer, Chief Financial Officer (Rule 13a-14(a)). 32.1 Certification of Christopher J. Murphy III, Chief Executive Officer. 32.2 Certification of Brett A. Bauer, Chief Financial Officer. 97.1 1st Source Corporation Policy Relating to Recovery of Erroneously Awarded Compensation, amended October 19, 2023, filed as an exhibit to Form 10-K dated December 31, 2023 and incorporated herein by reference. 101.INS XBRL Instance Document — The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB XBRL Taxonomy Extension Labels Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) (c) Financial Statement Schedules — None. 89 Table of Contents Item 16. Form 10-K Summary. Not provided. Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 1st SOURCE CORPORATION By /s/ CHRISTOPHER J. MURPHY III Christopher J. Murphy III, Chairman of the Board and Chief Executive Officer Date: February 18, 2025 90 Table of Contents Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ CHRISTOPHER J. MURPHY III Chairman of the Board and Chief February 18, 2025 Christopher J. Murphy III Executive Officer /s/ ANDREA G. SHORT President and Director February 18, 2025 Andrea G. Short /s/ BRETT A. BAUER Treasurer, Chief Financial Officer February 18, 2025 Brett A. Bauer and Principal Accounting Officer /s/ JOHN B. GRIFFITH Secretary and General Counsel February 18, 2025 John B. Griffith /s/ JOHN F. AFFLECK-GRAVES Director February 18, 2025 John F. Affleck-Graves /s/ MELODY BIRMINGHAM Director February 18, 2025 Melody Birmingham /s/ DANIEL B. FITZPATRICK Director February 18, 2025 Daniel B. Fitzpatrick /s/ TRACY D. GRAHAM Director February 18, 2025 Tracy D. Graham /s/ CHRISTOPHER J. MURPHY IV Director February 18, 2025 Christopher J. Murphy IV /s/ TIMOTHY K. OZARK Director February 18, 2025 Timothy K. Ozark /s/ TODD F. SCHURZ Director February 18, 2025 Todd F. Schurz /s/ MARK D. SCHWABERO Director February 18, 2025 Mark D. Schwabero /s/ RONDA SHREWSBURY Director February 18, 2025 Ronda Shrewsbury /s/ ISAAC P. TORRES Director February 18, 2025 Isaac P. Torres 91