Form 4: CEO Hardwick Acquires FRME Phantom Stock

First Merchants Corp. CEO Mark K. Hardwick acquired 28.428 shares of phantom stock, increasing his beneficial ownership to 3,260.331 shares.

Summary

• Mark K. Hardwick, Chief Executive Officer and Director of First Merchants Corp. (FRME), acquired phantom stock.
• The transaction occurred on September 22, 2025.
• He acquired 28.428 shares of phantom stock.
• Each share of phantom stock is the economic equivalent of one share of FRME common stock.
• The phantom stock will be settled in cash or FRME common stock, at Mr. Hardwick's election, upon his separation from First Merchants.
• Following this transaction, Mr. Hardwick directly beneficially owns 3,260.331 shares of phantom stock.
• The implied price per phantom stock share at the time of acquisition was $40.61.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock by the CEO aligns management's interests with shareholders, which is generally viewed as a positive signal, though it's a routine compensation event and not indicative of extraordinary performance.

Positives

• Increased alignment of the CEO's interests with shareholders through the acquisition of additional phantom stock.

Risks

• The value of the phantom stock is tied to the market price of FRME common stock, exposing the holder to market fluctuations until settlement.

Future Outlook

The phantom stock acquired will be settled in cash or shares of FRME common stock, at the reporting person's election, upon his separation from First Merchants.

Industry Context

This is a routine insider transaction, common in executive compensation structures across various industries, designed to align management incentives with long-term shareholder value.

Related Party Transactions

• The acquisition of phantom stock by the CEO is a related party transaction, representing a component of executive compensation.

Stakeholder Impact

• Shareholders: The transaction increases the alignment of the CEO's financial interests with the company's stock performance.

Next Steps

• Phantom stock will be settled in cash or FRME common stock upon the reporting person's separation from First Merchants.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock by the CEO as part of compensation. While it indicates management's continued alignment with shareholder interests, it does not present new information significant enough to alter an investment thesis or warrant a change in recommendation based solely on this filing.

Keywords

FRME, First Merchants Corp, Mark K Hardwick, CEO, Director, Phantom Stock, Insider Transaction, Executive Compensation, SEC Form 4