UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): ~~May~~June 1924, 2026

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)


Indiana
(State or other jurisdiction of incorporation)
001-41342			35-1544218
(Commission File Number)			(IRS Employer Identification No.)

200 East Jackson Street

P.O. Box 792

Muncie, IN 47305-2814

(Address of principal executive offices, including zip code)

(765) 747-1500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.125 stated value per share	FRME	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A	FRMEP	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 58.0701 ~~SUBMISSION~~OTHER ~~OF MATTERS TO A VOTE OF SECURITY HOLDERS~~EVENTS.

On ~~May~~June 1924, 2026, the Board of Directors of First Merchants Corporation ~~held~~(the "Company") approved a stock repurchase program of up to 3,125,000 shares of the Company's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100,000,000. On a share basis, the amount of common stock subject to the repurchase program represents approximately 5% of the Company's outstanding shares. The stock repurchases may, at the discretion of management, be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan all as effected in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company is not obligated to purchase any shares under the program, and the program may be discontinued at any time. The actual timing, number and share price of shares purchased under the repurchase program will be determined by the Company at its ~~Annual~~discretion ~~Meeting~~and will depend upon such factors as the market price of ~~Shareholders~~the stock, general market and economic conditions and applicable legal requirements. This new program replaces a similar program approved in March 2025.

Susan W. Brooks, Mung Chiang, Michael J. Fisher, F. Howard Halderman, Kevin D. Johnson, Clark C. Kellogg, Larry W. Myers, Michael C. Rechin and Jean L. Wojtowicz were elected to the Board of Directors for one-year terms expiring at the 2027 annual meeting of shareholders.

The shareholders adopted a non-binding resolution approving the compensation of the Corporation’s executive officers, as well as the appointment of Forvis Mazars, LLP as the Corporation’s independent registered public accounting firm for 2026.

The votes on these matters were as follows:

1. Election of Directors:

	FOR	WITHHELD	BROKER NON-VOTES
Susan W. Brooks	36,808,839	8,871,514	7,385,262
Mung Chiang	45,319,704	360,649	7,385,262
Michael J. Fisher	41,782,037	3,898,316	7,385,262
F. Howard Halderman	37,409,002	8,271,351	7,385,262
Kevin D. Johnson	44,733,846	946,507	7,385,262
Clark C. Kellogg	41,703,479	3,976,874	7,385,262
Larry W. Myers	44,620,975	1,059,378	7,385,262
Michael C. Rechin	40,942,318	4,738,035	7,385,262
Jean L. Wojtowicz	40,482,972	5,197,381	7,385,262

2. Approval, on an advisory basis, of the compensation of Corporation’s named executive officers:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
43,084,564			2,221,954			373,835			7,385,262

3. Approval of Forvis Mazars, LLP as independent auditor for 2026:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
51,146,053			1,842,114			77,448			—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									First Merchants Corporation
									(Registrant)
									By: /s/ Michele M. Kawiecki Michele M. KawieckiExecutive Vice President, Chief Financial Officer(Principal Financial and Accounting Officer)
Dated: May 20, 2026
Dated: June 24, 2026

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