First Merchants files documents for $100 million subordinated note issuance

First Merchants Corporation entered into indentures on September 25, 2026, to finalize a $100 million offering of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036. The bank filed a Form 8-K with the Securities and Exchange Commission to report the execution of these material definitive agreements.

The transaction involves a Base Indenture and a First Supplemental Indenture between First Merchants Corporation and U.S. Bank Trust Company, National Association, acting as trustee. The offering was conducted under an effective shelf registration statement on Form S-3ASR, File No. 333-298983. Michele M. Kawiecki, Executive Vice President and Chief Financial Officer of First Merchants Corporation, signed the current report.

The notes carry an initial fixed interest rate of 6.750% per annum. Interest payments are made semi-annually in arrears on April 1 and October 1, with the first payment scheduled for April 1, 2027. The notes mature on October 1, 2036, unless redeemed earlier.

Beginning October 1, 2031, the interest structure shifts to a floating rate. This rate is defined as a benchmark, expected to be Three-Month Term SOFR, plus 202 basis points. The benchmark resets quarterly. From January 1, 2032, interest becomes payable quarterly in arrears on January 1, April 1, July 1, and October 1. If the benchmark rate falls below zero, it is deemed to be zero for calculation purposes.

First Merchants Corporation may redeem the notes at its option starting October 1, 2031. Redemption can occur in whole or in part on any subsequent interest payment date. The redemption price is set at 100% of the principal amount plus accrued and unpaid interest up to the redemption date. Partial redemptions follow procedures established by The Depository Trust Company.

The corporation holds an additional right to redeem the notes in whole, but not in part, at any time before maturity, including prior to October 1, 2031. This early redemption is subject to prior approval from the Federal Reserve if required by its rules. Such approval is necessary if a Tax Event occurs, if there is more than an insubstantial risk that the notes would no longer be treated as Tier 2 capital for regulatory purposes, or if the corporation is required to register as an investment company under the Investment Company Act of 1940.

Dentons Bingham Greenebaum LLP provided an opinion on the legality of the notes, which was filed as Exhibit 5.1 to the Form 8-K. The company also filed a consent from the law firm as Exhibit 23.1. The full texts of the Base Indenture, Supplemental Indenture, and form of notes are attached as Exhibits 4.1, 4.2, and 4.3 respectively.