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FIRST MERCHANTS CORP

For the period ended Mar 31, 2025. Filed May 1, 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.

Mar 31, 2025 · Filed May 1, 2025

FRME$40.83-0.6%Stored close · as of Nov 6, 2026

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Notes to Consolidated Condensed Financial Statements

NOTE 1

GENERAL

Financial Statement Preparation

The Consolidated Condensed Balance Sheet of the Corporation as of December 31, 2024, has been derived from the audited consolidated balance sheet of the Corporation as of that date. Certain information and note disclosures normally included in the Corporation’s annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the year. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses.

Significant Accounting Policies

The significant accounting policies followed by the Corporation and its wholly-owned subsidiaries for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. All adjustments, which are of a normal recurring nature and are in the opinion of management necessary for a fair statement of the results for the periods reported, have been included in the accompanying Consolidated Condensed Financial Statements.

Recent Accounting Changes Adopted in 2025

The Corporation did not adopt any new accounting standards during the three months ended March 31, 2025.

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. 2023-09 -Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Summary - The FASB issued 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.

FASB Accounting Standards Update - No. 2024-03 -Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures

Summary - The FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosuresin the fourth quarter of 2024. This ASU requires public business entities to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods.

The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities.

The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. 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.

NOTE 2

ACQUISITIONS AND DISPOSITIONS

Old Second National Bank Branch Sale

On December 6, 2024 the Bank completed its sale offive branches in the suburban Chicago market to Old Second National Bank ("Old Second"). Pursuant to the terms of the branch sale agreement, Old Second assumed certain deposit liabilities and acquired certain loans, as well as cash and premises and equipment. The Bank recognized a gain on sale of $20.0 million related to the branch sale for the year ended December 31, 2024.

The following table summarizes the assets and liabilities related to the branch sale:

December 6, 2024
Assets
Cash and due from banks$419
Loans7,410
Premises and equipment3,233
Interest receivable and other assets21
Total Assets$11,083
Liabilities
Deposits$267,448
Interest payable and other liabilities692
Total Liabilities$268,140

NOTE 3

INVESTMENT SECURITIES

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

AmortizedCostGross Unrealized GainsGross Unrealized LossesFairValue
U.S. Government-sponsored agency securities$93,758$—$13,832$79,926
State and municipal994,69756149,570845,183
U.S. Government-sponsored mortgage-backed securities517,56499677,614440,946
Corporate obligations12,964—53012,434
Total available for sale$1,618,983$1,052$241,546$1,378,489
AmortizedCostGross Unrealized GainsGross Unrealized LossesFairValue
U.S. Government-sponsored agency securities$95,462$—$16,081$79,381
State and municipal996,54119133,386863,174
U.S. Government-sponsored mortgage-backed securities519,94340388,724431,622
Corporate obligations12,960—66212,298
Total available for sale$1,624,906$422$238,853$1,386,475

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 March 31, 2025 and December 31, 2024.

AmortizedCostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFairValue
U.S. Government-sponsored agency securities$341,245$—$341,245$—$54,935$286,310
State and municipal1,079,6882451,079,443148200,377879,459
U.S. Government-sponsored mortgage-backed securities626,444—626,444—88,705537,739
Foreign investment1,500—1,500—21,498
Total held to maturity$2,048,877$245$2,048,632$148$344,019$1,705,006
AmortizedCostAllowance for Credit LossesNet Carrying AmountGross Unrealized GainsGross Unrealized LossesFairValue
U.S. Government-sponsored agency securities$345,531$—$345,531$—$63,112$282,419
State and municipal1,085,9212451,085,676299185,784900,436
U.S. Government-sponsored mortgage-backed securities641,513—641,513—102,343539,170
Foreign investment1,500—1,500—51,495
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 March 31, 2025 and December 31, 2024 of $19.7 million and $22.5 million, respectively, are included in the Interest Receivable line on the Corporation's Consolidated Condensed 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. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through the income statement. For investment securities available for sale that do not meet the aforementioned criteria, the Corporation evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Corporation considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. 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. Adjustments to the allowance are reported in the income statement as a component of the provision for credit losses. 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. 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. The Corporation did not record an allowance for credit losses on its investment securities available for sale as the unrealized losses were attributable to changes in interest rates, not credit quality.

The allowance for credit losses on investment securities held to maturity is a contra asset-valuation account that is deducted from the amortized cost basis of investment securities held to maturity to present the net amount expected to be collected. Investment securities held to maturity are charged off against the allowance when deemed uncollectible. Adjustments to the allowance are reported in the income statement as a component of the provision for credit losses. The Corporation measures expected credit losses on investment securities held to maturity on a collective basis by major security type with each type sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Corporation has made the accounting policy election to exclude accrued interest receivable on investment securities held to maturity from the estimate of credit losses. With regard to U.S. Government-sponsored agency and U.S. Government-sponsored mortgage-backed securities, all these securities are issued by a U.S. Government-sponsored entity and have an implicit or explicit government guarantee; 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 been insignificant. Furthermore, as of March 31, 2025, there were no past due

principal and interest payments associated with these securities. The balance of the allowance for credit losses on investment securities held to maturity remained unchanged at $245,000 as of March 31, 2025 and December 31, 2024 based on applying the long-term historical credit rate, as published by Moody's, for similar rated securities.

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 March 31, 2025 and December 31, 2024, aggregated by credit quality indicator.

March 31, 2025
U.S. Government-sponsored agency securities (1)State and municipalU.S. Government-sponsored mortgage-backed securities (1)Foreign investmentTotal
Credit Rating:
Aaa$341,245$120,618$626,444$—$1,088,307
Aa1—149,926——149,926
Aa2—183,052——183,052
Aa3—185,117——185,117
A1—65,659——65,659
A2—20,321——20,321
Non-rated—354,995—1,500356,495
Total$341,245$1,079,688$626,444$1,500$2,048,877
December 31, 2024
U.S. Government-sponsored agency securities (1)State and municipalU.S. Government-sponsored mortgage-backed securities (1)Foreign investmentTotal
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—1,500362,208
Total$345,531$1,085,921$641,513$1,500$2,074,465

(1) U.S. 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.

The following tables summarize, as of March 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.

Less than 12 Months12 Months or LongerTotal
FairValueGrossUnrealizedLossesFairValueGrossUnrealizedLossesFairValueGrossUnrealizedLosses
U.S. Government-sponsored agency securities$—$—$79,926$13,832$79,926$13,832
State and municipal14,702921828,805148,649843,507149,570
U.S. Government-sponsored mortgage-backed securities55,519645320,89076,969376,40977,614
Corporate obligations——12,40253012,402530
Total investment securities available for sale$70,221$1,566$1,242,023$239,980$1,312,244$241,546
Less than 12 Months12 Months or LongerTotal
FairValueGrossUnrealizedLossesFairValueGrossUnrealizedLossesFairValueGrossUnrealizedLosses
U.S. Government-sponsored agency securities$—$—$79,381$16,081$79,381$16,081
State and municipal40,3982,115820,663131,271861,061133,386
U.S. Government-sponsored mortgage-backed securities82,7241,660318,31087,064401,03488,724
Corporate obligations——12,26866212,268662
Total investment securities available for sale$123,122$3,775$1,230,622$235,078$1,353,744$238,853

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.

GrossUnrealizedLossesNumber of Securities
U.S. Government-sponsored agency securities$13,83212
State and municipal149,570611
U.S. Government-sponsored mortgage-backed securities77,614114
Corporate obligations53010
Total investment securities available for sale$241,546747
GrossUnrealizedLossesNumber of Securities
U.S. Government-sponsored agency securities$16,08112
State and municipal133,386611
U.S. Government-sponsored mortgage-backed securities88,724127
Corporate obligations66210
Total investment securities available for sale$238,853760

The unrealized losses in the Corporation’s investment portfolio were the result of changes in interest rates and not credit quality. As a result, the Corporation expects to recover the amortized cost basis over the term of the securities. The Corporation does not intend to sell the investments and it is not more likely than not that the Corporation will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.

Certain investment securities available for sale are reported in the financial statements at an amount less than their historical cost as indicated in the table below.

March 31, 2025December 31, 2024
Investments available for sale reported at less than historical cost:
Historical cost$1,553,790$1,592,597
Fair value1,312,2441,353,744
Gross unrealized losses$241,546$238,853
Percentage of the Corporation's investment securities available for sale in an unrealized loss position95.2%97.6%

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. The Corporation has obtained an understanding of what inputs are being used by the vendor in pricing the portfolio and how the vendor classified these securities based upon these inputs. From these discussions, the Corporation’s management is comfortable that the classifications are proper. The Corporation has gained trust in the data for two reasons: (a) independent spot testing of the data is conducted by the Corporation through obtaining market quotes from various brokers on a periodic basis; and (b) actual gains or losses resulting from the sale of certain securities has proven the data to be accurate over time. Fair value of securities classified as Level 3 in the valuation hierarchy was determined using a discounted cash flow model that incorporated market estimates of interest rates and volatility in markets that have not been active.

The amortized cost and fair value of investment securities available for sale and held to maturity at March 31, 2025 and December 31, 2024, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity are shown separately.

Available for SaleHeld to Maturity
Amortized CostFair ValueAmortized CostFair Value
Due in one year or less$1,317$1,316$5,268$5,264
Due after one through five years12,99512,608119,035114,249
Due after five through ten years178,514159,809187,050165,301
Due after ten years908,593763,8101,111,080882,453
1,101,419937,5431,422,4331,167,267
U.S. Government-sponsored mortgage-backed securities517,564440,946626,444537,739
Total investment securities$1,618,983$1,378,489$2,048,877$1,705,006
Available for SaleHeld to Maturity
Amortized CostFair ValueAmortized CostFair Value
Due in one year or less$1,800$1,795$5,268$5,254
Due after one through five years12,18911,857124,004117,999
Due after five through ten years168,338151,467174,533154,533
Due after ten years922,636789,7341,129,147906,564
1,104,963954,8531,432,9521,184,350
U.S. Government-sponsored mortgage-backed securities519,943431,622641,513539,170
Total investment securities$1,624,906$1,386,475$2,074,465$1,723,520

Securities with a carrying value of approximately $3.4 billion and $3.3 billion were pledged at March 31, 2025 and December 31, 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 $143.7 million at March 31, 2025 and $173.0 million at December 31, 2024.

Gross gains and losses on the sales of investment securities available for sale for the three months ended March 31, 2025 and 2024 are shown below.

Three Months Ended March 31,
20252024
Sales and redemptions of investment securities available for sale:
Gross gains$—$—
Gross losses(7)(2)
Net gains (losses) on sales and redemptions of investment securities available for sale$(7)$(2)

NOTE 4

LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loan Portfolio and Credit Quality

The Corporation's primary lending focus is small business and middle market commercial, commercial real estate, public finance and residential real estate, which results in portfolio diversification. The following tables show the composition of the loan portfolio and credit quality characteristics by collateral classification, excluding loans held for sale. Loans held for sale at March 31, 2025 and December 31, 2024, were $23.0 million and $18.7 million respectively.

The following table illustrates the composition of the Corporation’s loan portfolio by loan class as of the dates indicated.

March 31, 2025December 31, 2024
Commercial and industrial loans$4,306,597$4,114,292
Agricultural land, production and other loans to farmers243,864256,312
Real estate loans:
Construction793,175792,144
Commercial real estate, non-owner occupied2,177,8692,274,016
Commercial real estate, owner occupied1,214,7391,157,944
Residential2,389,8522,374,729
Home equity650,499659,811
Individuals' loans for household and other personal expenditures140,954166,028
Public finance and other commercial loans1,087,3561,059,083
Loans$13,004,905$12,854,359

Credit Quality

As part of the ongoing monitoring of the credit quality of the Corporation's loan portfolio, management tracks certain credit quality indicators including trends related to: (i) the level of criticized commercial loans, (ii) net charge-offs, (iii) nonperforming loans, (iv) covenant failures and (v) the general national and local economic conditions.

The Corporation utilizes a risk grading of pass, special mention, substandard, doubtful and loss to assess the overall credit quality of large commercial loans. All large commercial credit grades are reviewed at a minimum of once a year for pass grade loans. Loans with grades below pass are reviewed more frequently depending on the grade. A description of the general characteristics of these grades is as follows:

Pass - Loans that are considered to be of acceptable credit quality.

Special Mention - Loans which possess some credit deficiency or potential weakness, which deserves close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Corporation's credit position at some future date. Special mention assets are not adversely classified and do not expose the Corporation to sufficient risk to warrant adverse classification.

Substandard - Loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have a well-defined weakness that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.

Doubtful - Loans that have all of the weaknesses of those classified as Substandard. However, based on existing facts, conditions and values, these weaknesses make full collection of principal highly questionable and improbable.

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 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.

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 periods indicated. Consumer loans are not risk graded. 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. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date.

March 31, 2025
Term Loans (amortized cost basis by origination year)
20252024202320222021PriorRevolving loans amortized cost basisRevolving loans converted to termTotal
Commercial and industrial loans
Pass$431,109$1,184,550$441,048$165,738$142,290$91,465$1,614,342$—$4,070,542
Special Mention1386,2256,27121,7248232,28644,753—82,220
Substandard18,50514,53918,61426,6233,5701,28166,790—149,922
Doubtful—1,97412—1,350577——3,913
Total Commercial and industrial loans449,7521,207,288465,945214,085148,03395,6091,725,885—4,306,597
Current period gross charge-offs—6301,040163,09487——4,867
Agricultural land, production and other loans to farmers
Pass18,82324,08922,24029,68325,58053,26160,772—234,448
Special Mention—15929476—8631,227—2,754
Substandard3802,515447806681,322953—6,662
Total Agricultural land, production and other loans to farmers19,20326,76322,31330,93926,24855,44662,952—243,864
Real estate loans:
Construction
Pass25,407243,728200,29360,60413,17810,99410,327—564,531
Special Mention12,17697,31723,14544,557—35——177,230
Substandard22,00010,518—18,292604———51,414
Total Construction59,583351,563223,438123,45313,78211,02910,327—793,175
Commercial real estate, non-owner occupied
Pass100,071325,566250,185330,932394,174561,03133,931—1,995,890
Special Mention3,28652,91311,86738,48711,4234,94186—123,003
Substandard12,89211,4302,4366,3646,64119,2112—58,976
Total Commercial real estate, non-owner occupied116,249389,909264,488375,783412,238585,18334,019—2,177,869
Current period gross charge-offs———178—15——193
Commercial real estate, owner occupied
Pass74,568177,392147,507159,448213,429308,34936,114—1,116,807
Special Mention48115,3655,1299,7127,7198,369460—47,235
Substandard16,82214,0277,0331,8203,5083,914——47,124
Doubtful—3,573——————3,573
Total Commercial real estate, owner occupied91,871210,357159,669170,980224,656320,63236,574—1,214,739
Current period gross charge-offs—51152——5——208
Residential
Pass49,584215,741417,482665,752392,322599,9138,327482,349,169
Special Mention—4853,5816,0363,6674,9481501618,883
Substandard—1,4802,1628,9174,0784,816347—21,800
Total Residential49,584217,706423,225680,705400,067609,6778,824642,389,852
Current period gross charge-offs—2650121—187——384
Home equity
Pass2,28911,0234,19323,62949,32014,843532,7132,105640,115
Special Mention—38——467364,0691144,724
Substandard61738—6637769832,439—5,660
Total Home Equity2,35011,7994,19324,29250,56315,862539,2212,219650,499
Current period gross charge-offs—6—11244——63
Individuals' loans for household and other personal expenditures
Pass14,30624,84819,06128,8708,8445,91238,013—139,854
Special Mention—2573692721411645—1,100
Total Individuals' loans for household and other personal expenditures14,30625,10519,43029,1428,9855,92838,058—140,954
Current period gross charge-offs—881401414652——467
Public finance and other commercial loans
Pass21,960149,52253,341202,166192,512434,69030,437—1,084,628
Special Mention——478——2,250——2,728
Total Public finance and other commercial loans21,960149,52253,819202,166192,512436,94030,437—1,087,356
Loans$824,858$2,590,012$1,636,520$1,851,545$1,477,084$2,136,306$2,486,297$2,283$13,004,905
Total current period gross charge-offs$—$801$1,382$467$3,142$390$—$—$6,182
December 31, 2024
Term Loans (amortized cost basis by origination year)
20242023202220212020PriorRevolving loans amortized cost basisRevolving loans converted to termTotal
Commercial and industrial loans
Pass$1,314,174$493,138$196,877$158,215$55,639$49,554$1,576,409$130$3,844,136
Special Mention14,98213,28220,8371,0972,22234841,187—93,955
Substandard29,23832,28526,9737,2491,0811,13475,649513174,122
Doubtful1,473606——————2,079
Total Commercial and industrial loans1,359,867539,311244,687166,56158,94251,0361,693,2456434,114,292
Current period gross charge-offs1,24239,0873418,605500424——50,199
Agricultural land, production and other loans to farmers
Pass28,60023,07030,51826,44227,10529,93084,502—250,167
Special Mention169—245—446422528—1,810
Substandard2,554488006823481136—4,335
Total Agricultural land, production and other loans to farmers31,32323,11831,56327,12427,58530,43385,166—256,312
Real estate loans:
Construction
Pass241,622203,829114,79431,8646,3988,54912,836—619,892
Special Mention74,87921,85319,01915,214—40——131,005
Substandard22,305—18,292—————40,597
Doubtful———650————650
Total Construction338,806225,682152,10547,7286,3988,58912,836—792,144
Commercial real estate, non-owner occupied
Pass383,279275,907342,442406,289327,372278,36219,863—2,033,514
Special Mention79,4409,05135,23012,9755,28728,200——170,183
Substandard34,2152,5066,7376,65618,6071,598——70,319
Total Commercial real estate, non-owner occupied496,934287,464384,409425,920351,266308,16019,863—2,274,016
Current period gross charge-offs—3393——1——343
Commercial real estate, owner occupied
Pass194,703141,964164,725217,319198,314127,43131,573—1,076,029
Special Mention1,88711,0137,5559,9108,6031,951460—41,379
Substandard13,3107,6693,18911,2941,5223,552——40,536
Total Commercial real estate, owner occupied209,900160,646175,469238,523208,439132,93432,033—1,157,944
Current period gross charge-offs————9———9
Residential
Pass221,016413,552672,713397,192326,154293,7858,887132,333,312
Special Mention1,5281,9536,2284,1022,8913,152150—20,004
Substandard1,3061,9128,8493,9891,2163,794347—21,413
Total Residential223,850417,417687,790405,283330,261300,7319,384132,374,729
Current period gross charge-offs—17377913620288——1,396
Home equity
Pass6,7884,35424,81051,31310,4863,976535,13212,124648,983
Special Mention38—375285297694,5684426,074
Substandard61—572815—962,2449664,754
Total Home Equity6,8874,35425,75752,41310,7834,141541,94413,532659,811
Current period gross charge-offs—103522—267——334
Individuals' loans for household and other personal expenditures
Pass40,81921,86731,35610,5202,2764,69353,180180164,891
Special Mention1532343471755940128—1,136
Substandard———————11
Total Individuals' loans for household and other personal expenditures40,97222,10131,70310,6952,3354,73353,308181166,028
Current period gross charge-offs2089205231844780——1,962
Public finance and other commercial loans
Pass161,07253,750203,884195,066146,377298,802132—1,059,083
Total Public finance and other commercial loans161,07253,750203,884195,066146,377298,802132—1,059,083
Loans$2,869,611$1,733,843$1,937,367$1,569,313$1,142,386$1,139,559$2,447,911$14,369$12,854,359
Total current period gross charge-offs$1,450$40,529$1,681$8,947$576$1,060$—$—$54,243

Total past due loans equaled $140.0 million as of March 31, 2025 representing a $23.8 million increase from $116.2 million at December 31, 2024. At March 31, 2025, 30-59 days past due increased $1.8 million from December 31, 2024. At March 31, 2025, 60-89 days past due increased $20.6 million from December 31, 2024 as commercial and industrial, and commercial real estate, owner occupied loan classes increased $25.1 million and $4.5 million, respectively, which was partially offset by a decrease in the construction loan class of $6.8 million. At March 31, 2025, 90 days or more past due increased $1.4 million from December 31, 2024. The tables below show a past due aging of the Corporation’s loan portfolio, by loan class, as of the dates indicated:

March 31, 2025
Current30-59 DaysPast Due60-89 DaysPast Due90 Days or More Past DueTotalLoans > 90 Days or More Past DueAnd Accruing
Commercial and industrial loans$4,260,713$13,082$25,602$7,200$4,306,597$3,905
Agricultural land, production and other loans to farmers243,504119241—243,864—
Real estate loans:
Construction777,6293515,226285793,175—
Commercial real estate, non-owner occupied2,159,4994,8781,86911,6232,177,869—
Commercial real estate, owner occupied1,202,7152,0204,4965,5081,214,739183
Residential2,352,27312,7585,02719,7942,389,852192
Home equity641,3323,8405614,766650,499—
Individuals' loans for household and other personal expenditures139,854908192—140,954—
Public finance and other commercial loans1,087,356———1,087,356—
Loans$12,864,875$37,640$53,214$49,176$13,004,905$4,280
December 31, 2024
Current30-59 DaysPast Due60-89 DaysPast Due90 Days or More Past DueTotalLoans > 90 Days or More Past DueAnd Accruing
Commercial and industrial loans$4,096,605$7,428$473$9,786$4,114,292$2,010
Agricultural land, production and other loans to farmers256,148164——256,312—
Real estate loans:
Construction761,8194,33222,0053,988792,1443,683
Commercial real estate, non-owner occupied2,259,5492,4071,71810,3422,274,016—
Commercial real estate, owner occupied1,153,8613,783—3001,157,944—
Residential2,337,00212,3026,60618,8192,374,729208
Home equity649,2384,4311,5694,573659,811—
Individuals' loans for household and other personal expenditures164,8919262101166,0281
Public finance and other commercial loans1,059,083———1,059,083—
Loans$12,738,196$35,773$32,581$47,809$12,854,359$5,902

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 prior years, if any, is charged to the allowance for credit losses. 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 nonaccrual loans by loan class as of the dates indicated.

March 31, 2025December 31, 2024
Nonaccrual LoansNonaccrual Loans with no Allowance for Credit LossesNonaccrual LoansNonaccrual Loans with no Allowance for Credit Losses
Commercial and industrial loans$6,136$736$8,090$4,937
Agricultural land, production and other loans to farmers70—75—
Real estate loans:
Construction24,52060424,62922,650
Commercial real estate, non-owner occupied13,40310,97612,11810,153
Commercial real estate, owner occupied9,2084,7092,4401,904
Residential23,347—21,491—
Home equity5,238—4,924—
Individuals' loans for household and other personal expenditures——6—
Loans$81,922$17,025$73,773$39,644

Interest income on nonaccrual loans is recognized only to the extent that cash payments are received in excess of principal due. There wasno interest income recognized on nonaccrual loans for the three months ended March 31, 2025 or 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. The fair value of real estate is generally based on appraisals by qualified licensed appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is not available, the fair value may be determined by using a cash flow analysis. Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory listings and or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.

The tables below 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. The total collateral dependent loan balance decreased $2.2 million, primarily related to a decrease of $5.3 million in the commercial and industrial loan class, partially offset by increases of $1.3 million and $1.9 million in commercial real estate, non-owner occupied, and commercial real estate, owner occupied loan classes, respectively, for the three months ended March 31, 2025. The total related allowance balance increased $5.6 million, primarily related to increases of $2.4 million, $1.6 million, and $1.4 million in construction, commercial real estate, owner occupied, and commercial and industrial loan classes, respectively, for the three months ended March 31, 2025.

March 31, 2025
Commercial Real EstateResidential Real EstateOtherTotalAllowance on Collateral Dependent Loans
Commercial and industrial loans$—$—$18,173$18,173$9,243
Real estate loans:
Construction—22,606—22,6062,432
Commercial real estate, non-owner occupied28,919——28,9194,435
Commercial real estate, owner occupied11,609——11,6091,606
Residential—1,150—1,150183
Home equity—195—19524
Loans$40,528$23,951$18,173$82,652$17,923
December 31, 2024
Commercial Real EstateResidential Real EstateOtherTotalAllowance on Collateral Dependent Loans
Commercial and industrial loans$—$—$23,455$23,455$7,803
Real estate loans:
Construction—22,652—22,652—
Commercial real estate, non-owner occupied27,583——27,5834,295
Commercial real estate, owner occupied9,748——9,748—
Residential—1,174—1,174189
Home equity—201—20125
Loans$37,331$24,027$23,455$84,813$12,312

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 these modifications. The following tables present the amortized cost basis of loans at March 31, 2025 and 2024 that were both experiencing financial difficulty and modified during the three months ended March 31, 2025 and 2024, by class and by type of modification. For the three months ended March 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.

Three Months Ended March 31, 2025
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
Payment DelayTerm Extension% of Total Class of Financing Receivable
Commercial and industrial loans$—$7,3650.17%
Real estate loans:
Construction—22,0002.77%
Commercial real estate, owner occupied—10,2540.84%
Residential269—0.01%
Total$269$39,619
Three Months Ended March 31, 2024
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
Payment DelayTerm ExtensionInterest Rate ReductionCombination Payment Delay & Term Extension% of Total Class of Financing Receivable
Commercial and industrial loans$1,542$2,798$250$140.12%
Real estate loans:
Commercial real estate, owner occupied—190——0.02%
Residential1,617———0.07%
Home equity90266——0.06%
Total$3,249$3,254$250$14

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

Three Months Ended March 31, 2025
Financial Effect of Loan Modifications
Payment DelayTerm Extension
Commercial and industrial loansExtended loans by a weighted average of 3 months.
Real estate loans:
ConstructionExtended loans by a weighted average of 5 months.
Commercial real estate, owner occupiedExtended loans by a weighted average of 3 months.
ResidentialProvided payment deferrals with weighted average delayed amounts of $6.
Three Months Ended March 31, 2024
Financial Effect of Loan Modifications
Payment DelayTerm ExtensionInterest Rate ReductionCombination Payment Delay & Term Extension
Commercial and industrial loansProvided payment deferrals with weighted average delayed amounts of $50.Extended loans by a weighted average of 15 months.Reduced the weighted average contractual interest rate from 9.00% to 8.00%.Provided payment deferrals with weighted average delayed amounts of $5. Extended loans by a weighted average of 3 months.
Real estate loans:
Commercial real estate, owner occupiedExtended loans by a weighted average of 5 months.
ResidentialProvided payment deferrals with weighted average delayed amounts of $31.
Home equityProvided payment deferrals with weighted average delayed amounts of $4.Extended loans by a weighted average of 6 months.

The Corporation closely monitors the performance of financial difficulty modifications to understand the effectiveness of its efforts. The following tables present the performance of financial difficulty modifications in the twelve months following modification.

March 31, 2025
Current30-59 Days Past Due60-89 Days Past Due90+ Days Past DueTotal
Commercial and industrial loans$17,281$—$—$4,231$21,512
Agricultural land, production and other loans to farmers2,212———2,212
Real estate loans:
Construction22,000———22,000
Commercial real estate, owner occupied12,730——3,57316,303
Residential4,846298251,7406,909
Home equity261———261
Total$59,330$298$25$9,544$69,197
March 31, 2024
Current30-59 Days Past Due60-89 Days Past Due90+ Days Past DueTotal
Commercial and industrial loans$4,605$—$—$98$4,703
Real estate loans:
Commercial real estate, owner occupied189—7—196
Residential——1221,6171,739
Home equity356———356
Total$5,150$—$129$1,715$6,994

During the three months ended March 31, 2025, there were payment defaults of $9.5 million on loans to borrowers whose loans were modified due to financial difficulties within the previous twelve months. The payment defaults did not materially impact the allowance for credit losses on loans. There were $1.7 million payment defaults during the three months ended March 31, 2024 on loans that had been modified within the previous twelve months.

Upon the Corporation's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is charged-off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

Allowance for Credit Losses on Loans

The Allowance for Credit Losses on Loans ("ACL - Loans") is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on loans over the contractual term. The ACL - Loans is adjusted by the provision for credit losses, which is reported in earnings, and reduced by charge-offs for loans, net of recoveries. 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 uncollectibility of the loan is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

The allowance represents the Corporation’s best estimate of current expected credit losses on loans using relevant available information from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The CECL calculation is performed and evaluated quarterly and losses are estimated over the expected life of the loan. The level of the allowance for credit losses is believed to be adequate to absorb all expected future losses inherent in the loan portfolio at the measurement date.

In calculating the allowance for credit losses, the loan portfolio was pooled intoten loan segments with similar risk characteristics. Common characteristics include the type or purpose of the loan, underlying collateral and historical/expected credit loss patterns. In developing the loan segments, the Corporation analyzed the degree of correlation in how loans within each portfolio respond when subjected to varying economic conditions and scenarios as well as other portfolio stress factors.

The expected credit losses are measured over the life of each loan segment utilizing the Probability of Default / Loss Given Default methodology combined with economic forecast models to estimate the current expected credit loss inherent in the loan portfolio. This approach is also leveraged to estimate the expected credit losses associated with unfunded loan commitments incorporating expected utilization rates.

The Corporation sub-segmented certain commercial portfolios by risk level and certain consumer portfolios by delinquency status where appropriate. The Corporation utilized a four-quarter reasonable and supportable economic forecast period followed by a six-quarter, straight-line reversion period to the historical macroeconomic mean for the remaining life of the loans. 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, Commercial Real Estate ("CRE") price index and the home price index.

The Corporation qualitatively adjusts model results for risk factors that are not inherently considered in the quantitative modeling process, but are nonetheless relevant in assessing the expected credit losses within the loan portfolio. These adjustments may increase or decrease the estimate of expected credit losses based upon the assessed level of risk for each qualitative factor. The various risks that may be considered in making qualitative adjustments include, among other things, 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, charge-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 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.

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. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific reserve allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. The fair value of collateral supporting collateral dependent loans is evaluated on a quarterly basis.

The risk characteristics of the Corporation’s portfolio segments are as follows:

Commercial

Commercial lending is primarily based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the tangible assets being financed such as equipment or real estate or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. Other loans may be unsecured, secured but under-collateralized or otherwise made on the basis of the enterprise value of an organization. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate

Commercial real estate loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. The Corporation monitors commercial real estate loans based on collateral and risk grade criteria, as well as the levels of owner-occupied versus non-owner occupied loans.

Construction

Construction loans are underwritten utilizing a combination of tools and techniques including feasibility and market studies, independent appraisals and appraisal reviews, absorption and interest rate sensitivity analysis as well as the financial analysis of the developer and all guarantors. Construction loans are monitored by either in house or third party inspectors limiting advances to a percentage of costs or stabilized project value. 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.

Consumer and Residential

With respect to residential loans that are secured by 1-4 family residences, which are typically owner occupied, the Corporation generally establishes a maximum loan-to-value ratio and requires private mortgage insurance if that ratio is exceeded. Home equity loans are secured by a subordinate interest in 1-4 family residences, and consumer loans are secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans, such as small installment loans and certain lines of credit, are unsecured. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers and can also be impacted by changes in property values. 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 $0.7 million during the three months ended March 31, 2025. Net charge-offs totaled $4.9 million and provision expense of $4.2 million was recorded during the three months ended March 31, 2025. The following tables summarize changes in the allowance for credit losses by loan segment for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025
CommercialCommercial Real EstateConstructionConsumer & ResidentialTotal
Allowance for credit losses - loans
Balances, December 31, 2024$94,757$51,099$9,784$37,117$192,757
Provision for credit losses - loans9,154(4,367)1,757(2,344)4,200
Recoveries on loans9385—3131,256
Loans charged off(4,867)(401)—(914)(6,182)
Balances, March 31, 2025$99,982$46,336$11,541$34,172$192,031
Three Months Ended March 31, 2024
CommercialCommercial Real EstateConstructionConsumer & ResidentialTotal
Allowance for credit losses - loans
Balances, December 31, 2023$97,348$44,048$24,823$38,715$204,934
Provision for credit losses - loans3,1451,528(4,454)1,7812,000
Recoveries on loans55153—296900
Loans charged off(1,831)(351)—(971)(3,153)
Balances, March 31, 2024$99,213$45,278$20,369$39,821$204,681

Off-Balance Sheet Arrangements, Commitments And Contingencies

In the normal course of business, the Corporation has entered into off-balance sheet financial instruments which include commitments to extend credit and standby letters of credit. 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 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. Commitments to extend credit generally have fixed expiration dates or other termination clauses that may require a fee.

Standby letters of credit are generally issued on behalf of an applicant (the Corporation’s customer) to a specifically named beneficiary and are the result of a particular business arrangement that exists between the applicant and the beneficiary. Standby letters of credit have fixed expiration dates and are usually for terms oftwo years or less unless terminated beforehand due to criteria specified in the standby letter of credit. The standby letter of credit would permit the beneficiary to obtain payment from the Corporation under certain prescribed circumstances. Subsequently, the Corporation would seek reimbursement from the applicant pursuant to the terms of the standby letter of credit.

The Corporation typically follows the same credit policies and underwriting practices when making these commitments as it does for on-balance sheet instruments. Each customer’s creditworthiness is typically evaluated on a case-by-case basis, and the amount of collateral obtained, if any, is based on management’s credit evaluation of the customer. Collateral held varies but may include cash, real estate, marketable securities, accounts receivable, inventory, equipment and personal property. The contractual amounts of these commitments are not reflected in the consolidated financial statements and only amounts drawn upon would be reflected in the future. Since many of the commitments are expected to expire without being drawn upon, the contractual amounts do not necessarily represent future cash requirements. However, should the commitments be drawn upon and should the Corporation’s customers default on their resulting obligation to the Corporation, the maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those commitments.

Financial instruments with off-balance sheet risk were as follows:

March 31, 2025December 31, 2024
Amounts of commitments:
Loan commitments to extend credit$5,321,554$5,006,085
Standby letters of credit$65,210$71,271

The Corporation maintains an accrual for credit losses on off-balance sheet commitments using the CECL methodology. Reserves for unfunded commitments were $18.0 million at March 31, 2025 and December 31, 2024. There wasno provision for credit losses on unfunded commitments during the three months ended March 31, 2025 and 2024. This reserve level remains appropriate and is reported in Other Liabilities as of March 31, 2025 and December 31, 2024 in the Consolidated Condensed Balance Sheets.

NOTE 5

DERIVATIVE FINANCIAL INSTRUMENTS

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. The Corporation executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting interest rate swaps that the Corporation executes with a third party, such that the Corporation minimizes its net risk exposure resulting from such transactions. 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. 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. Changes in the fair value of these mortgage banking derivatives are included in net gains and fees on sales of loans.

The table below presents the fair value of the Corporation’s non-designated hedges, as well as their classification on the Consolidated Condensed Balance Sheets, as of March 31, 2025, and December 31, 2024.

March 31, 2025December 31, 2024
Notional AmountFair ValueNotional AmountFair Value
Included in other assets:
Interest rate swaps$1,381,111$62,871$1,386,757$76,528
Forward contracts related to mortgage loans to be delivered for sale38,47257639,142465
Interest rate lock commitments35,89028715,000140
Included in other assets$1,455,473$63,734$1,440,899$77,133
Included in other liabilities:
Interest rate swaps$1,489,483$62,785$1,486,764$76,450
Forward contracts related to mortgage loans to be delivered for sale37,00011313,02018
Interest rate lock commitments15,9344614,457100
Included in other liabilities$1,542,417$62,944$1,514,241$76,568

In the normal course of business, the Corporation may decide to settle a forward contract rather than fulfill the contract. Cash received or paid in this settlement manner is included in "Net gains and fees on sales of loans" in the Consolidated Condensed Statements of Income and is considered a cost of executing a forward contract. 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 asHedging Instruments under FASB ASC 815-10 · Location of Gain (Loss)Recognized Income onDerivative · Amount of Gain (Loss)Recognized into Income onDerivatives
Three Months Ended March 31, 2025 · Three Months Ended March 31, 2024
Forward contracts related to mortgage loans to be delivered for saleNet gains and fees on sales of loans$(232)$(1)
Interest rate lock commitmentsNet gains and fees on sales of loans201(13)
Total net gain (loss) recognized in income$(31)$(14)

The Corporation’s exposure to credit risk occurs because of nonperformance by its counterparties. The counterparties approved by the Corporation are usually financial institutions, which are well capitalized and have credit ratings through Moody’s and/or Standard & Poor’s at or above investment grade. The Corporation’s mitigation of such risk is through quarterly financial reviews, comparing mark-to-market values with policy limitations, credit ratings and collateral pledging.

Credit-risk-related Contingent Features

The Corporation has agreements with certain of its derivative counterparties that contain a provision where if the Corporation fails to maintain its status as a well or adequately capitalized institution, then the Corporation could be required to terminate or fully collateralize all outstanding derivative contracts. 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 March 31, 2025, the termination value of derivatives in a net liability position related to these agreements was $8.0 million, which resulted inno collateral pledged to counterparties as of March 31, 2025. While the Corporation did not breach any of these provisions as of March 31, 2025, if it had, the Corporation could have been required to settle its obligations under the agreements at their termination value.

NOTE 6

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. 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. 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. The fair value of assets or liabilities transferred in or out of Level 3 is measured on the transfer date, with any additional changes in fair value subsequent to the transfer considered to be realized or unrealized gains or losses.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the

accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Investment Securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. The Corporation did not hold any Level 1 securities as of March 31, 2025, and December 31, 2024. Where significant observable inputs, other than Level 1 quoted prices, are available, securities are classified within Level 2 of the valuation hierarchy. Level 2 securities include U.S. Government-sponsored agency and mortgage-backed securities, state and municipal securities 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). Matrix pricing is a mathematical technique widely used in the banking industry to value investment securities without relying exclusively on quoted prices for specific investment securities but rather relying on the investment securities’ relationship to other benchmark quoted investment securities. Any investment security not valued based upon the methods above are considered Level 3.

Derivative Financial Agreements

See information regarding the Corporation’s derivative financial agreements in NOTE 5. DERIVATIVE FINANCIAL INSTRUMENTS of these Notes to Consolidated Condensed Financial Statements.

The following table presents 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 March 31, 2025, and December 31, 2024.

Fair Value Measurements Using:
March 31, 2025Fair ValueQuoted Prices in Active Markets for Identical Assets(Level 1)Significant OtherObservable Inputs(Level 2)SignificantUnobservableInputs(Level 3)
Available for sale securities:
U.S. Government-sponsored agency securities$79,926$—$79,926$—
State and municipal845,183—843,0312,152
U.S. Government-sponsored mortgage-backed securities440,946—440,946—
Corporate obligations12,434—12,40331
Derivative assets63,734—63,734—
Derivative liabilities62,944—62,944—
Fair Value Measurements Using:
December 31, 2024Fair ValueQuoted Prices inActive Markets forIdentical Assets(Level 1)Significant Other Observable Inputs(Level 2)SignificantUnobservableInputs(Level 3)
Available for sale securities:
U.S. Government-sponsored agency securities$79,381$—$79,381$—
State and municipal863,174—860,7932,381
U.S. Government-sponsored mortgage-backed securities431,622—431,6184
Corporate obligations12,298—12,26731
Derivative assets77,133—77,133—
Derivative liabilities76,568—76,568—

Level 3 Reconciliation

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying

balance sheets using significant unobservable Level 3 inputs for the three months ended March 31, 2025 and 2024.

Available for Sale Securities
Three Months Ended
March 31, 2025March 31, 2024
Balance at beginning of the period$2,416$3,310
Included in other comprehensive income(6)(95)
Principal payments(227)32
Ending balance$2,183$3,247

There were no gains or losses included in earnings that were attributable to the changes in unrealized gains or losses related to assets or

liabilities held at March 31, 2025 or December 31, 2024.

Transfers Between Levels

There were no transfers in or out of Level 3 during the three months ended March 31, 2025 and 2024.

Nonrecurring Measurements

Following is a description of valuation methodologies used for instruments measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such instruments pursuant to the valuation hierarchy at March 31, 2025, and December 31, 2024.

Fair Value Measurements Using
March 31, 2025Fair ValueQuoted Prices inActive Markets forIdentical Assets(Level 1)Significant OtherObservableInputs(Level 2)Significant UnobservableInputs(Level 3)
Collateral dependent loans$49,700$—$—$49,700
Fair Value Measurements Using
December 31, 2024Fair ValueQuoted Prices inActive Markets forIdentical Assets(Level 1)Significant OtherObservable Inputs(Level 2)Significant UnobservableInputs(Level 3)
Collateral dependent loans$46,810$—$—$46,810

Collateral Dependent Loans

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. The fair value of real estate is generally based on appraisals by qualified licensed appraisers. The appraisers typically determine the value of the real estate by utilizing an income or market valuation approach. If an appraisal is not available, the fair value may be determined by using a cash flow analysis. Fair value on other collateral such as business assets is typically ascertained by assessing, either singularly or some combination of, asset appraisals, accounts receivable aging reports, inventory listings and or customer financial statements. Both appraised values and values based on borrower’s financial information are discounted as considered appropriate based on age and quality of the information and current market conditions.

Unobservable (Level 3) Inputs

The following tables present quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements, other than goodwill, at March 31, 2025 and December 31, 2024.

March 31, 2025Fair ValueValuation TechniqueUnobservable InputsRange (Weighted-Average)
State and municipal securities$2,152Discounted cash flowMaturity/Call date1 month to 6 years
US Muni BQ curve · BBB
Discount rate3.6% - 5.1%
Weighted-average coupon3.6%
Corporate obligations$31Discounted cash flowRisk free rate3 month CME Term SOFR plus 26bps
plus premium for illiquidity (basis points) · plus 200bps
Weighted-average coupon0%
Collateral dependent loans$49,700Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability0% - 21%
Weighted-average discount by loan balance1.9%
December 31, 2024Fair ValueValuation TechniqueUnobservable InputsRange (Weighted-Average)
State and municipal securities$2,381Discounted cash flowMaturity/Call date1 month to 6 years
US Muni BQ curve · BBB
Discount rate3.6% - 4.7%
Weighted-average coupon3.6%
Corporate obligations and U.S. Government-sponsored mortgage-backed securities$35Discounted cash flowRisk free rate3 month CME TermSOFR plus 26bps
plus premium for illiquidity (basis points) · plus 200bps
Weighted-average coupon0%
Collateral dependent loans$46,810Collateral based measurementsDiscount to reflect current market conditions and ultimate collectability0% - 16%
Weighted-average discount by loan balance12.6%

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 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 March 31, 2025 and December 31, 2024.

Quoted Prices in Active Marketsfor IdenticalAssets · SignificantOtherObservableInputs · Significant UnobservableInputs
Carrying Amount(Level 1)(Level 2)(Level 3)Total Fair Value
Assets:
Cash and due from banks$86,113$86,113$—$—$86,113
Interest-bearing deposits331,534331,534——331,534
Investment securities held to maturity, net2,048,632—1,698,6856,3211,705,006
Loans held for sale23,004—23,004—23,004
Net loans12,812,874——12,641,05012,641,050
Federal Home Loan Bank stock45,006—45,006—45,006
Interest receivable88,352—88,352—88,352
Liabilities:
Deposits$14,461,978$12,578,429$1,877,517$—14,455,946
Borrowings:
Securities sold under repurchase agreements122,947—122,938—122,938
Federal Home Loan Bank advances972,478—973,038—973,038
Subordinated debentures and other borrowings62,619—58,041—58,041
Interest payable13,304—13,304—13,304
Quoted Prices in Active Marketsfor IdenticalAssets · SignificantOtherObservableInputs · Significant UnobservableInputs
Carrying Amount(Level 1)(Level 2)(Level 3)Total Fair Value
Assets:
Cash and due from banks$87,616$87,616$—$—$87,616
Interest-bearing deposits298,891298,891——298,891
Investment securities held to maturity, net2,074,220—1,716,6476,8731,723,520
Loans held for sale18,663—18,663—18,663
Net loans12,661,602——12,437,52312,437,523
Federal Home Loan Bank stock41,690—41,690—41,690
Interest receivable91,829—91,829—91,829
Liabilities:
Deposits$14,521,626$12,502,819$2,010,348$—14,513,167
Borrowings:
Securities sold under repurchase agreements142,876—142,865—142,865
Federal Home Loan Bank advances822,554—816,786—816,786
Subordinated debentures and other borrowings93,529—84,108—84,108
Interest payable16,102—16,102—16,102

NOTE 7

QUALIFIED AFFORDABLE HOUSING INVESTMENTS

The Corporation has investments in various limited partnerships that sponsor affordable housing projects. 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 Community Reinvestment Act. These investments are included in other assets on the Consolidated Condensed Balance Sheets, with any unfunded commitments included in other liabilities. The investments are amortized as a component of income tax expense.

The following table summarizes the Corporation’s affordable housing investments as of March 31, 2025 and December 31, 2024:

March 31, 2025December 31, 2024
Investment TypeInvestmentUnfunded CommitmentInvestmentUnfunded Commitment
LIHTC$163,663$120,013$167,685$132,226

The following table summarizes the amortization expense and tax credits recognized for the Corporation’s affordable housing investments for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,
20252024
Amortization expense$4,021$1,696
Tax credits recognized4,9221,644

NOTE 8

BORROWINGS

The following table summarizes the Corporation’s borrowings as of March 31, 2025 and December 31, 2024:

March 31, 2025December 31, 2024
Federal funds purchased$185,000$99,226
Securities sold under repurchase agreements122,947142,876
Federal Home Loan Bank advances972,478822,554
Subordinated debentures and other borrowings62,61993,529
Total Borrowings$1,343,044$1,158,185

Securities sold under repurchase agreements consist of obligations of the Bank to other parties and are secured by U.S. Government-sponsored enterprise obligations. The maximum amount of outstanding agreements at any month-end during the three months ended March 31, 2025 and 2024 totaled $169.1 million and $194.2 million, respectively, and the average balance of such agreements totaled $159.3 million and $172.7 million during the same period of 2025 and 2024, respectively.

The collateral pledged for all repurchase agreements that are accounted for as secured borrowings as of March 31, 2025 and December 31, 2024 were:

March 31, 2025
Remaining Contractual Maturity of the Agreements
Overnight and ContinuousUp to 30 Days30-90 DaysGreater Than 90 DaysTotal
U.S. Government-sponsored mortgage-backed securities$122,947$—$—$—$122,947
December 31, 2024
Remaining Contractual Maturity of the Agreements
Overnight and ContinuousUp to 30 Days30-90 DaysGreater Than 90 DaysTotal
U.S. Government-sponsored mortgage-backed securities$142,876$—$—$—$142,876

Contractual maturities of borrowings as of March 31, 2025, are as follows:

Maturities in Years Ending December 31:Federal Funds PurchasedSecurities SoldUnder Repurchase AgreementsFederal HomeLoan BankAdvancesSubordinatedDebentures andTerm Loans
2025$185,000$122,947$175,000$1,129
2026——75,000—
2027——270,000—
2028——240,0005,000
2029——150,000—
2030 and after——62,47860,660
ASC 805 fair value adjustments at acquisition———(4,170)
$185,000$122,947$972,478$62,619

At March 31, 2025, the outstanding FHLB advances had interest rates from 1.50 to 4.83 percent and are subject to restrictions or penalties in the event of prepayment. The total available remaining borrowing capacity from the FHLB at March 31, 2025, was $625.4 million. As of March 31, 2025, the Corporation had $355.0 million of putable advances with the FHLB.

Subordinated Debentures and Term Loans. As of March 31, 2025 and December 31, 2024, subordinated debentures and term loans totaled $62.6 million and $93.5 million, respectively.

First Merchants Capital Trust II (“FMC Trust II”). At March 31, 2025 and December 31, 2024, the Corporation had $41.7 million of subordinated debentures issued to FMC Trust II, a wholly-owned statutory business trust. FMC Trust II was formed in July 2007 for purposes of issuing trust preferred securities to investors. At that time, it simultaneously issued and sold its common securities to the Corporation, which constituted all of the issued and outstanding common securities of FMC Trust II. 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 March 31, 2025 and December 31, 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 ("SOFR"), plus the 0.26161 percent spread adjustment. The interest rate at March 31, 2025 and December 31, 2024 was 6.12 percent and 6.18 percent, respectively. The trust preferred securities are currently redeemable at par and without penalty, subject to the Corporation having first redeemed the related subordinated debentures, with the prior approval of the Federal Reserve if then required under applicable capital guidelines or policies. The trust preferred securities and the subordinated debentures of FMC Trust II will mature on September 15, 2037. The Corporation continues to hold all outstanding common securities of FMC Trust II.

Ameriana Capital Trust I. At March 31, 2025 and December 31, 2024, the Corporation had $10.3 million of subordinated debentures issued to Ameriana Capital Trust I. On December 31, 2015, the Corporation acquired Ameriana Capital Trust I in conjunction with its acquisition of Ameriana Bancorp, Inc. With a trust preferred structure substantially similar to that described above for FMC Trust II, the subordinated debentures held by Ameriana Capital Trust I were purchased with the proceeds of the sale of the trust’s capital securities. As of March 31, 2025 and December 31, 2024, the subordinated debentures and trust preferred securities bear interest at a variable rate equal to the three-month CME Term SOFR, plus the 0.26161 percent spread adjustment. The interest rate at March 31, 2025 and December 31, 2024 was 6.06 percent and 6.12 percent, respectively. The trust preferred securities of Ameriana Capital Trust I are currently redeemable at par and without penalty, subject to the Corporation having first redeemed the related subordinated debentures, with the prior approval of the Federal Reserve if then required under applicable capital guidelines or policies. The trust preferred securities and the subordinated debentures of Ameriana Capital Trust I will mature in March 2036. The Corporation continues to hold all of the outstanding common securities of Ameriana Capital Trust I.

First Merchants Senior Notes and Subordinated Notes. On November 1, 2013, the Corporation completed the private issuance and sale tofour 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. As of March 31, 2025 and December 31, 2024, the Senior Debt has 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 6.90 percent and 7.18 percent as of March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024 the Corporation was in compliance with these covenants.

Level One Subordinated Notes. On April 1, 2022, the Corporation assumed certain subordinated notes in conjunction with its acquisition of Level One. The $30.0 million of subordinated notes issued on December 18, 2019 had a fixed interest rate of 4.75 percent per annum, payable semiannually through December 18, 2024. The notes had a floating interest rate equal to the of 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 redemption provisions of the subordinated notes. No principal amount remains outstanding related to the subordinated notes as of March 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 as of March 31, 2025 and December 31, 2024. 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 as of March 31, 2025 and December 31, 2024.

Line of Credit. As of March 31, 2025 and December 31, 2024, there wasno outstanding balance on the line of credit.

U.S. Bank, N.A. On September 30, 2024, the Corporation entered into a Credit Agreement with U.S. Bank, N.A. 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. 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 March 31, 2025 and December 31, 2024, the Corporation's outstanding principal balance under the Credit Facility waszero and the Corporation was in compliance with all covenants.

NOTE 9

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 March 31, 2025 and 2024:

Accumulated Other Comprehensive Loss
Unrealized Gains (Losses) on Securities Available for SaleUnrealized Gains (Losses) on Defined Benefit PlansTotal
Balance at December 31, 2024$(188,412)$(273)$(188,685)
Other comprehensive loss before reclassifications(1,632)—(1,632)
Amounts reclassified from accumulated other comprehensive loss6—6
Period change(1,626)—(1,626)
Balance at March 31, 2025$(190,038)$(273)$(190,311)
Balance at December 31, 2023$(173,654)$(2,316)$(175,970)
Other comprehensive loss before reclassifications(22,061)—(22,061)
Amounts reclassified from accumulated other comprehensive loss2—2
Period change(22,059)—(22,059)
Balance at March 31, 2024$(195,713)$(2,316)$(198,029)

The following tables present the reclassification adjustments out of accumulated other comprehensive loss that were included in net income in the Consolidated Condensed Statements of Income for the three months ended March 31, 2025 and 2024.

Amount Reclassified from Accumulated Other Comprehensive Loss For the Three Months Ended March 31,
Details about Accumulated Other Comprehensive Loss Components20252024Affected Line Item in the Statements of Income
Unrealized gains (losses) on available for sale securities (1)
Realized securities gains (losses) reclassified into income$(7)$(2)Other income - net realized gains (losses) on sales of available for sale securities
Related income tax benefit (expense)1—Income tax expense
Total reclassifications for the period, net of tax$(6)$(2)

(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 3. INVESTMENT SECURITIES of these Notes to Consolidated Condensed Financial Statements.

NOTE 10

SHARE-BASED COMPENSATION

Stock options and Restricted Stock Awards ("RSA") have been issued to directors, officers and other management employees under the Corporation's 2019 Long-term Equity Incentive Plan, the 2024 Long-term Equity Incentive Plan, the Level One Bancorp, Inc. 2007 Stock Option Plan and the Equity Compensation Plan for Non-Employee Directors. The stock options, which have aten year life, become 100 percent vested based on time ranging fromone year totwo years and are fully exercisable when vested. Option exercise prices equal the Corporation's common stock closing price on NASDAQ on the date of grant. 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. 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.

The Corporation’s 2024 Employee Stock Purchase Plan ("ESPP") provides eligible employees of the Corporation and its subsidiaries an opportunity to purchase shares of common stock of the Corporation through quarterly offerings financed by payroll deductions. The price of the stock to be paid by the employees shall be equal to 85 percent of the average of the closing price of the Corporation’s common stock on each trading day during the offering period. However, in no event shall such purchase price be less than the lesser of an amount equal to 85 percent of the market price of the Corporation’s stock on the offering date or an amount equal to 85 percent of the market value on the date of purchase. Common stock purchases are made quarterly and are paid through advance payroll deductions up to a calendar year maximum of $25,000.

Compensation expense related to unvested share-based awards is recorded by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards, with no change in historical reported fair values and earnings. Awards are valued at

fair value in accordance with provisions of share-based compensation guidance and are recognized on a straight-line basis over the service periods of each award. To complete the exercise of vested stock options, RSA’s and ESPP options, the Corporation generally issues new shares from its authorized but unissued share pool. Share-based compensation has been recognized as a component of salaries and benefits expense in the accompanying Consolidated Condensed Statements of Income.

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.

Three Months Ended March 31,
20252024
Stock and ESPP Options
Pre-tax compensation expense$27$67
Income tax expense (benefit)——
Stock and ESPP option expense, net of income taxes$27$67
Restricted Stock Awards
Pre-tax compensation expense$1,568$1,335
Income tax expense (benefit)(328)(264)
Restricted stock awards expense, net of income taxes$1,240$1,071
Total Share-Based Compensation
Pre-tax compensation expense$1,595$1,402
Income tax expense (benefit)(328)(264)
Total share-based compensation expense, net of income taxes$1,267$1,138

The grant date fair value of ESPP options was estimated to be approximately $27,000 at the beginning of the January 1, 2025 quarterly offering period. The ESPP options vested during the three months ended March 31, 2025, leavingno unrecognized compensation expense related to unvested ESPP options at March 31, 2025.

Stock option activity under the Corporation's stock option plans as of March 31, 2025 and changes during the three months ended March 31, 2025, were as follows:

Number ofSharesWeighted-Average Exercise PriceWeighted Average RemainingContractual Term(in Years)AggregateIntrinsicValue
Outstanding at January 1, 202540,991$22.44
Exercised(5,752)$21.79
Outstanding March 31, 202535,239$22.551.53$630
Vested and Expected to Vest at March 31, 202535,239$22.551.53$630
Exercisable at March 31, 202535,239$22.551.53$630

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Corporation's closing stock price on the last trading day of the first three months of 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their stock options on March 31, 2025. 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 three months ended March 31, 2025 was $107,000. Cash receipts of stock options exercised during the same period was $126,000. There were no stock options exercised during the three months ended March 31, 2024.

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

Number of SharesWeighted-AverageGrant Date Fair Value
Unvested RSAs at January 1, 2025554,436$36.47
Granted7,486$40.49
Vested(5,666)$41.77
Forfeited(950)$36.73
Unvested RSAs at March 31, 2025555,306$36.47

As of March 31, 2025, unrecognized compensation expense related to RSAs was $9.2 million and is expected to be recognized over a weighted-average period of 1.4 years. The Corporation didnot have any unrecognized compensation expense related to stock options as of March 31, 2025.

NOTE 11

INCOME TAX

The following table summarizes the major components creating differences between income taxes at the federal statutory and the effective tax rate recorded in the consolidated condensed statements of income for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,
20252024
Reconciliation of Federal Statutory to Actual Tax Expense:
Federal statutory income tax at 21%$13,275$11,501
Tax-exempt interest income(4,598)(4,352)
Non-deductible FDIC premiums129139
Tax-exempt earnings and gains on life insurance(458)(334)
Tax credits(903)(304)
State Income Tax30734
Other125141
Actual Tax Expense$7,877$6,825
Effective Tax Rate12.5%12.5%

NOTE 12

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.

The following tables reconcile basic and diluted net income per common share for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31,
2025 · 2024
Net Income Available to Common Stockholders · Weighted-Average Common Shares · Per ShareAmount · Net Income Available to Common Stockholders · Weighted-Average Common Shares · Per ShareAmount
Net income available to common stockholders$54,87057,969,053$0.95$47,47259,066,789$0.80
Effect of potentially dilutive stock options and restricted stock awards273,179206,225
Diluted net income per common share$54,87058,242,232$0.94$47,47259,273,014$0.80
RSAs excluded from the diluted average common share calculation(1)47,49487,287

(1) Anti-dilution occurs when the unrecognized compensation cost per share of an RSA exceeds the market price of the Corporation's stock.

NOTE 13

SEGMENT INFORMATION

The Corporation hasone reportable segment, community banking. The Corporation’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker (“CODM”), based upon information provided about the Corporation’s products and services offered. The CODM will evaluate the financial performance of the Corporation’s business components by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Corporation’s segment. The Corporation generates revenue primarily by providing banking services to its customers. Interest expense, provisions for credit losses and salaries and employee benefits are the significant expenses in the banking operations. The CODM evaluates performance, allocates resources and makes key operating decisions based on consolidated net income that is reported in the Consolidated Statements of Income. The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets. All operations are domestic.

NOTE 14

GENERAL LITIGATION AND REGULATORY EXAMINATIONS

The Corporation is subject to claims and lawsuits that arise primarily in the ordinary course of business. 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.

NOTE 15

SUBSEQUENT EVENT

In April 2025, the Corporation received $22.0 million in principal payments related to a multi-family construction relationship that was in nonaccrual status as of March 31, 2025. The payments represented full collection of principal.

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