Form 4: First Merchants CEO Reports Stock Gift, Phantom Stock Awards

First Merchants CEO Mark K. Hardwick reported a common stock gift and new phantom stock awards, detailing changes in beneficial ownership.

Summary

• Mark K. Hardwick, Chief Executive Officer and Director of First Merchants Corp. (FRME), reported changes in his beneficial ownership of company securities.
• On December 18, 2025, Hardwick reported a gift (disposition) of 3,857 shares of Common Stock at a price of $0.
• Following this transaction, his direct beneficial ownership of Common Stock is 116,221.848 shares, which includes 64,490.117 Restricted Stock Awards.
• He also holds indirect beneficial ownership of 446 shares through a Spouse IRA and 16,770.113 shares through a 401(k) Plan.
• Hardwick acquired 5.919 shares of phantom stock on December 19, 2025, and an additional 24.23 shares of phantom stock on December 22, 2025, both at a price of $38.08 per share.
• Each share of phantom stock is the economic equivalent of one share of FRME common stock and will be settled in cash or shares upon separation from First Merchants.
• His total direct beneficial ownership of phantom stock is now 3,290.48 shares.

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions, including a gift of common stock and the acquisition of phantom stock as part of compensation. The overall beneficial ownership remains substantial, indicating continued alignment of the CEO with shareholder interests.

Positives

• The acquisition of 30.149 shares of phantom stock awards indicates ongoing compensation and aligns management's interests with company performance.
• The CEO's substantial direct and indirect beneficial ownership (over 133,000 common shares equivalent) demonstrates strong insider alignment with shareholder interests.

Negatives

• A disposition of 3,857 shares of common stock via a gift, while not a sale, reduces direct ownership.

Stakeholder Impact

• Shareholders: Increased transparency regarding insider holdings and transactions. The substantial beneficial ownership by the CEO may be viewed positively as it aligns management's interests with shareholders.

Key Dates

Keywords

First Merchants Corp, FRME, Mark K. Hardwick, CEO, Director, Form 4, insider transaction, beneficial ownership, common stock, phantom stock, restricted stock awards, gift