FIRST MERCHANTS CORP is offering fixed-to-floating-rate subordinated notes in minimum denominations of $1,000, with proceeds intended for general corporate purposes including common-stock repurchases. The notes will not be listed on an exchange, and no public market currently exists. Investors face subordinated obligations without an assured secondary market.

Key Highlights

  • Consolidated total liabilities were $18.651588 billion as of June 30, 2026.
  • Fixed-to-floating-rate unsecured subordinated notes offered in $1,000 minimum denominations.
  • Proceeds intended for general corporate purposes, including repurchase of common stock.
  • Notes will not be exchange-listed or quoted through an automated Quotation system.

FIRST MERCHANTS CORP (NASDAQ: FRME) is offering fixed-to-floating-rate subordinated notes in minimum denominations of $1,000. The notes are being sold by First Merchants Corp, with proceeds intended for general corporate purposes, including the repurchase of common stock. The securities will not be listed on an exchange or quoted through an automated quotation system.

Subordinated Note Structure

The notes will be unsecured subordinated obligations at the holding-company level. Their payment rights will rank below the company’s existing and future senior indebtedness, including in certain Insolvency situations. The offering terms allow purchases in $1,000 denominations and integral multiples of that amount. The notes and their indenture will be governed by New York law. U.S. Bank Trust Company, National Association, is named as trustee. The notes carry risks identified for the securities, including the possibility that their value could decline significantly and that investors could lose some or all of their investment.

Corporate Use Of Proceeds

First Merchants Corp intends to retain broad discretion over the net proceeds. The stated purposes include general corporate needs and the repurchase of common stock. The company’s broader general-purpose framework also identifies repayment of existing indebtedness, funding or Capital contributions to its bank subsidiary, digital initiatives, expansion into banking-related activities and potential acquisitions related to banking. The precise timing and allocation of proceeds will depend on market conditions, bank funding requirements, other available funds and additional factors. Pending deployment, the proceeds may be invested in short-term securities, used to reduce short-term indebtedness or held in deposit accounts at the Subsidiary bank.

Senior Claims Rank Ahead

As of June 30, 2026, consolidated liabilities included approximately $18.6 billion that ranked structurally ahead of the notes. First Merchants Corp also had $13 million of indebtedness ranking senior to the notes and $29 million of aggregate principal indebtedness ranking pari passu with them. The notes would therefore sit behind identified senior claims in the payment hierarchy. The terms also state that the notes may be junior to other obligations at the holding-company level.

No Exchange Listing

The terms state that no market currently exists for the securities and provide no assurance that a public market will develop. Under the offering terms, delivery of the notes is expected on the second Business day after pricing. The notes will be delivered against payment, subject to receipt and acceptance and the underwriters’ right to reject orders in whole or in part.