1ST SOURCE CORP
For the period ended Dec 31, 2023. Filed Feb 20, 2024.
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FY2023 · Filed Feb 20, 2024
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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, 2023 and 2022
Consolidated Statements of Income — Years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Comprehensive Income — Years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Shareholders’ Equity — Years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows — Years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements — December 31, 2023, 2022, and 2021
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 November 9, 2016, filed as an exhibit to Form 10-K, dated December 31, 2016, 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. |
| 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 2, 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, 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 herewith. |
| 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.
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