FIRST MERCHANTS CORP

For the period ended May 19, 2026. Filed Apr 3, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 19, 2026 · Filed Apr 3, 2026

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]	Preliminary Proxy Statement
[ ]	Confidential, for Use of the Commission Only [as permitted by Rule 14a-6(e)(2)]
[X]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to § 240.14a-12

FIRST MERCHANTS CORP ORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statementif other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.
[ ]	Fee paid previously with preliminary materials.
[ ]	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-b(i)(1) and 0-11.

200 EAST JACKSON STREET

MUNCIE, INDIANA 47305

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTO BE HELD MAY 19, 2026

The annual meeting of the shareholders of First Merchants Corporation ("FMC" or the "Company") will be held on Tuesday, May 19, 2026, at 9:00 a.m., Eastern Daylight Time. This year's annual meeting will again be a completely "virtual meeting" of shareholders. You will be able to attend the meeting, as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/FRME2026 and entering the 16-digit control number included in our notice of internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. The meeting shall be held for the following purposes:
5/19/20269:00 a.m Eastern Daylight Time
www.virtualshareholdermeeting.com/FRME2026
	(1)	To elect nine (9) directors to hold office for terms of one (1) year, all to serve until their successors are duly elected and qualified.
Only those shareholders of record at the close of business on March 23, 2026, shall be entitled to notice of and to vote at the meeting.
(2)	To approve, on an advisory basis, the compensation of the Company's named executive officers.
(3)	To ratify the appointment of the firm Forvis Mazars, LLP as the independent auditor for 2026.
(4)	To transact such other business as may properly come before the meeting.

By Order of the Board of Directors

Brian T. Hunt

Secretary

Muncie, Indiana

April 3, 2026

YOUR VOTE IS IMPORTANT!

EVEN IF YOU PLAN TO ATTEND OUR VIRTUAL MEETING, YOU ARE URGED TO SUBMIT YOUR PROXY VIA THE INTERNET OR TELEPHONE, OR TO SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE, AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS.

I.	VOTING YOUR SHARES	1
	VOTING BY PROXY	2
II.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	3
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	3
	SECURITY OWNERSHIP OF MANAGEMENT	3
III.	THE BOARD OF DIRECTORS	5
	VOTING ITEM 1: ELECTION OF DIRECTORS	5
	DIRECTORS WHOSE TERMS ARE NOT EXPIRING	15
IV.	CORPORATE GOVERNANCE	17
	CORPORATE GOVERNANCE GUIDELINES	17
	CODE OF CONDUCT	17
	DIRECTOR INDEPENDENCE	17
	BOARD MEETINGS	17
	DIRECTORS’ ATTENDANCE AT ANNUAL MEETING OF SHAREHOLDERS	18
	THE BOARD'S LEADERSHIP STRUCTURE	18
	THE BOARD’S ROLE IN RISK OVERSIGHT	18
	SHAREHOLDER COMMUNICATIONS AND ENGAGEMENT WITH BOARD AND EXECUTIVE MANAGEMENT	19
	THE COMPANY'S ENVIRONMENTAL, SOCIAL AND GOVERNANCE PROGRAM ("ESG")	19
V.	BOARD COMMITTEES	20
	THE STANDING COMMITTEES	20
	THE AUDIT COMMITTEE	20
	THE AUDIT COMMITTEE REPORT CONCERNING AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025	21
	THE NOMINATING AND GOVERNANCE COMMITTEE	22
	THE COMMITTEE’S POLICY AND PROCESS FOR CONSIDERING DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS	23
	THE COMMITTEE’S CRITERIA AND PROCESS FOR IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR	23
	THE COMMITTEE’S CONSIDERATION OF DIVERSE FACTORS IN IDENTIFYING NOMINEES	25
	THE RISK AND CREDIT POLICY COMMITTEE	27
	THE COMPENSATION AND HUMAN RESOURCES COMMITTEE	28
	COMPENSATION AND HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	29
	CLAWBACK POLICY	29
	THE COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT	29
VI.	INFORMATION ABOUT OUR EXECUTIVE OFFICERS	30
VII.	COMPENSATION OF THE NAMED EXECUTIVE OFFICERS	31
	THE NAMED EXECUTIVE OFFICERS	31
	COMPENSATION DISCUSSION AND ANALYSIS	31
	•THE OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM AND THE PROCESS FOR IMPLEMENTING THESE OBJECTIVES	31
	•THE MATERIAL ELEMENTS OF NEO COMPENSATION AND HOW EACH OF THESE ELEMENTS PROMOTES THE COMPANY’S STRATEGIC OBJECTIVES	32
	•THE RELATIONSHIP BETWEEN NEO COMPENSATION AND THE COMPANY’S PERFORMANCE	32
	•PEER GROUP	33
	•COMPENSATION CONSULTANT	33
	•INFORMATION CONCERNING EACH MATERIAL ELEMENT OF NEO COMPENSATION	33
	•BASE SALARY	33
	•SENIOR MANAGEMENT INCENTIVE COMPENSATION PROGRAM (“SMICP”)	34
	•LONG-TERM EQUITY INCENTIVE PLAN (“LTEIP”)	35
	•EMPLOYEE STOCK PURCHASE PLAN (“ESPP”)	36
	•RETIREMENT PENSION PLAN (“PENSION PLAN”)	36
	•RETIREMENT AND INCOME SAVINGS PLAN (“§401(K) PLAN”)	37
	•2011 EXECUTIVE DEFERRED COMPENSATION PLAN (“EDCP”)	37
	•CHANGE OF CONTROL AND OTHER EMPLOYMENT OR SEVERANCE AGREEMENTS	38
	•MITIGATION OF RISKS	38
	•SHAREHOLDER ADVISORY VOTE ON NEO COMPENSATION AT 2025 ANNUAL MEETING	39
	COMPENSATION TABLES	41
	•SUMMARY COMPENSATION TABLE	41
	•GRANTS OF PLAN-BASED AWARDS TABLE	43
	•OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE	44
	•OPTION EXERCISES AND STOCK VESTED TABLE	45
	•PENSION BENEFITS TABLE	46
	•NON-QUALIFIED DEFERRED COMPENSATION TABLE	47
	•CHANGE OF CONTROL AGREEMENTS TABLE	47
	RATIO OF ANNUAL TOTAL COMPENSATION OF CHIEF EXECUTIVE OFFICER TO MEDIAN EMPLOYEE	48
	PAY VERSUS PERFORMANCE	49
	•PAY VERSUS PERFORMANCE TABLE	49
	•DESCRIPTION OF RELATIONSHIPS AMONG PAY VERSUS PERFORMANCE MEASURES	51
	•TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES	53
	VOTING ITEM 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS	54
VIII.	COMPENSATION OF DIRECTORS	55
IX.	TRANSACTIONS WITH RELATED PERSONS	57
X.	DELINQUENT SECTION 16(a) REPORTS	58
XI.	INDEPENDENT AUDITOR	59
	•FEES FOR PROFESSIONAL SERVICES RENDERED BY FORVIS MAZARS, LLP	59
	•THE AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES	59
	VOTING ITEM 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR FOR 2026	59
XII.	SHAREHOLDER PROPOSALS	60
XIII.	OTHER MATTERS	61

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.