1ST SOURCE CORP
For the period ended Jun 30, 2025. Filed Jul 24, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 24, 2025
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Item 5. Other Information
During the three months ended June 30, 2025, there wereno “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).
The Executive Compensation and Human Resources Committee of the Board of Directors took action on July 23, 2025, to amend the 1982 Restricted Stock Award Plan (“Restricted Plan”) to add clawback language in Section 8(h) consistent with the 1982 Executive Incentive Plan (“Plan”) and the Company’s Clawback Policy. Additionally, the Committee amended the Restricted Plan to allow for the issuance of book value stock in a manner generally consistent with the use of book value stock in the Plan. Book value stock issued to Participants through the Restricted Plan is intended to be held until the Participants’ retirement and then repurchased by the Company. Section 7(d) has been broadened to include the types of corporate performance measures allowable to be consistent with the Plan. Sections 7 (e), (f) and (g) have been clarified to state that death and total disability are not acts of forfeiture and further include a definition of normal retirement consistent with what was added in 2024 to the Plan.
The Executive Compensation and Human Resources Committee of the Board of Directors also took action on July 23, 2025, to amend the 1982 Executive Incentive Plan to change the method of calculating the Corporate Performance Factor used in determining annual awards under the Plan. It is based on the Company’s return on assets performance compared to the performance of its $3 to $10 billion peer group. The Company Performance Factor is set at 100% at the 50% percentile and then is increased by 1% for each percentile above 50% to a maximum Company Performance Factor of 125% at the 75th percentile level or above. The Company Performance Factor is reduced by 2.5% for each percentile below 50% to a minimum of 75% at the 40th percentile level. Additionally, Sections 5(h) and 6(g) now include language clarifying that the Committee will consider partial year awards for annual awards and long-term awards for someone working at least 50% of an annual award year or the final year of a long-term award period if they die or become totally disabled during those years.
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