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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): October 24, 2024

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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 24, 2024, First Merchants Corporation issued a press release to report its financial results for the third quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit No. 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

Exhibit 99.1 Press Release, dated October 24, 2024, issued by First Merchants Corporation

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. Kawiecki Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
Dated: October 24, 2024

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release, dated October 24, 2024, issued by First Merchants Corporation

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Document

N / E / W / S R / E / L / E / A / S / E

October 24, 2024

FOR IMMEDIATE RELEASE

For more information, contact:

Nicole M. Weaver, Vice President and Director of Corporate Administration

765-521-7619

http://www.firstmerchants.com

SOURCE: First Merchants Corporation, Muncie, Indiana

FIRST MERCHANTS CORPORATION ANNOUNCES THIRD QUARTER 2024 EARNINGS PER SHARE

First Merchants Corporation (NASDAQ - FRME)

Third Quarter 2024 Highlights:

• Net income available to common stockholders was $48.7 million and diluted earnings per common share totaled $0.84, compared to $55.9 million and $0.94 in the third quarter of 2023, and $39.5 million and $0.68 in the second quarter of 2024. Excluding the loss from repositioning of the available for sale securities portfolio, adjusted net income was $55.6 million or $0.95 per share for the third quarter of 2024.

• Strong capital position with Common Equity Tier 1 Capital Ratio of 11.25% and Tangible Common Equity to Tangible Assets Ratio of 8.76%.

• Net interest margin was 3.23% compared to 3.16% on a linked quarter basis.

• Total loans grew $15.5 million, or 0.5% annualized, on a linked quarter basis, and $385.1 million, or 3.1% during the last twelve months.

• Total deposits grew by $83.7 million, or 2.3% annualized, on a linked quarter basis after normalizing for $287.7 million of deposits reclassified to held for sale.

• Nonperforming assets to total assets were 35 basis points compared to 36 basis points on a linked quarter basis.

•The efficiency ratio totaled 53.76% for the quarter.

•Announced sale of five Illinois branches and certain loans and deposits to Old Second National Bank on August 27, 2024.

“We are pleased with our third quarter results and the focused momentum that we are building,” said Mark Hardwick, Chief Executive Officer. "The pending sale of five non-core Illinois branches, restructure of the securities portfolio, and successful completion of four major technology initiatives provides us with the opportunity to reprioritize our core markets and introduce innovative customer acquisition strategies.”

Third Quarter Financial Results:

First Merchants Corporation (the “Corporation”) has reported third quarter 2024 net income available to common stockholders of $48.7 million compared to $55.9 million during the same period in 2023. Diluted earnings per common share for the period totaled $0.84 compared to the third quarter of 2023 result of $0.94. Excluding the $9.1 million pre-tax loss from repositioning of the available for sale securities portfolio, adjusted net income was $55.6 million, or $0.95 diluted earnings per common share for the third quarter of 2024.

During the quarter, the Corporation signed a definitive agreement to sell five Illinois branches along with certain loans and deposits, representing an exit from suburban Chicago markets. Loans of $9.2 million, deposits of $287.7 million and fixed assets of $3.4 million have been moved to held for sale categories as of September 30, 2024. The transaction is expected to close in the fourth quarter of this year.

Total assets equaled $18.3 billion as of quarter-end and loans totaled $12.7 billion. During the past twelve months, total loans grew by $385.1 million, or 3.1%. On a linked quarter basis, loans grew $15.5 million, or 0.5%, with growth primarily in commercial & industrial loans.

Investments totaling $3.7 billion decreased $51.6 million, or 1.4%, during the last twelve months and decreased $90.9 million, or 9.7% annualized, on a linked quarter basis. The decline during the quarter was due to $158.9 million in sales of available for sale securities with a weighted average tax-equivalent yield of 2.85%, partially offset by an increase in the securities portfolio valuation.

Total deposits were $14.4 billion as of quarter-end and decreased by $281.5 million, or 1.9%, over the past twelve months. The decline was primarily due to $287.7 million of deposits being reclassified to held for sale. Excluding this impact, deposits increased by $6.2 million. On a linked quarter basis, deposits grew organically by $83.7 million or 2.3%. The loan to deposit ratio increased to 88.0% at period end from 86.8% in the prior quarter, primarily due to the reclassification of deposits to held for sale as previously described.

The Corporation’s Allowance for Credit Losses – Loans (ACL) totaled $187.8 million as of quarter-end, or 1.48% of total loans, a decrease of $1.7 million from prior quarter. Loan charge-offs, net of recoveries totaled $6.7 million and provision for loans of $5.0 million was recorded during the quarter. Reserves for unfunded commitments totaled $19.5 million and remained unchanged from the prior quarter. Non-performing assets to total assets were 35 basis points for the third quarter of 2024, a decrease of one basis point compared to 36 basis points in the prior quarter.

Net interest income totaled $131.1 million for the quarter, an increase of $2.5 million, or 2.0%, compared to prior quarter and a decrease of $2.3 million, or 1.7%, compared to the third quarter of 2023. Fully-tax equivalent net interest margin was 3.23%, an increase of 7 basis points compared to the second quarter of 2024, and a decrease of 6 basis points compared to the third quarter of 2023. The increase in net interest margin compared to the second quarter was due to higher earning asset yields.

Non-interest income totaled $24.9 million for the quarter, a decrease of $6.5 million, or 20.6%, compared to the second quarter of 2024 and a decrease of $3.0 million, or 6.7% from the third quarter of 2023. The decrease from second quarter of 2024 was driven by realized losses on sales of available for sale securities associated with the repositioning of the bond portfolio, partially offset by increases in gains on sales of mortgage loans and earnings on cash surrender value of life insurance.

Non-interest expense totaled $94.6 million for the quarter, an increase of $3.2 million from the second quarter of 2024 and an increase of $0.8 million from the third quarter of 2023. The increase from the linked quarter was from higher salaries and employee benefits primarily driven by higher incentives.

The Corporation’s total risk-based capital ratio equaled 13.18%, common equity tier 1 capital ratio equaled 11.25%, and the tangible common equity ratio totaled 8.76%. These ratios continue to reflect the Corporation’s strong liquidity and capital positions.

CONFERENCE CALL

First Merchants Corporation will conduct a third quarter earnings conference call and web cast at 11:30 a.m. (ET) on Thursday, October 24, 2024.

To access via phone, participants will need to register using the following link where they will be provided a phone number and access code: (https://register.vevent.com/register/BI34430e309ed545808c7c8195f36e86b6)

To view the webcast and presentation slides, please go to (https://edge.media-server.com/mmc/p/6grv3upw) during the time of the call. A replay of the webcast will be available until October 24, 2025.

Detailed financial results are reported on the attached pages.

About First Merchants Corporation

First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation has one full-service bank charter, First Merchants Bank. The Bank also operates as First Merchants Private Wealth Advisors (as a division of First Merchants Bank).

First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.

Forward-Looking Statements

This release contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These statements include statements about First Merchants’ goals, intentions and expectations; statements regarding the First Merchants’ business plan and growth strategies; statements regarding the asset quality of First Merchants’ loan and investment portfolios; and estimates of First Merchants’ risks and future costs and benefits. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to bank holding companies and banks like First Merchants’ affiliate bank; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity (including the ability to grow and maintain core deposits and retain large, uninsured deposits), credit and interest rate risks associated with the First Merchants’ business; and other risks and factors identified in each of First Merchants’ filings with the Securities and Exchange Commission. First Merchants does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this press release. In addition, First Merchants’ past results of operations do not necessarily indicate its anticipated future results.

* * * *


CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	September 30,
	2024		2023
ASSETS
Cash and due from banks	$	84,719	$	125,173
Interest-bearing deposits	359,126		348,639
Investment securities, net of allowance for credit losses of $245,000 and $245,000	3,662,145		3,713,724
Loans held for sale	40,652		30,972
Loans	12,646,808		12,271,422
Less: Allowance for credit losses - loans	(187,828)		(205,782)
Net loans	12,458,980		12,065,640
Premises and equipment	129,582		132,441
Federal Home Loan Bank stock	41,716		41,797
Interest receivable	92,055		90,011
Goodwill and other intangibles	733,601		741,283
Cash surrender value of life insurance	304,613		306,106
Other real estate owned	5,247		6,480
Tax asset, deferred and receivable	86,732		135,521
Other assets	348,384		340,476
TOTAL ASSETS	$	18,347,552	$	18,078,263
LIABILITIES
Deposits:
Noninterest-bearing	$	2,334,197	$	2,554,984
Interest-bearing	12,030,903		12,091,592
Total Deposits	14,365,100		14,646,576
Borrowings:
Federal funds purchased	30,000		—
Securities sold under repurchase agreements	124,894		152,537
Federal Home Loan Bank advances	832,629		713,384
Subordinated debentures and other borrowings	93,562		158,665
Total Borrowings	1,081,085		1,024,586
Deposits and other liabilities held for sale	288,476		—
Interest payable	18,089		16,473
Other liabilities	292,429		297,984
Total Liabilities	16,045,179		15,985,619
STOCKHOLDERS' EQUITY
Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized -- 600 cumulative shares
Issued and outstanding - 125 cumulative shares	125		125
Preferred Stock, Series A, no par value, $2,500 liquidation preference:
Authorized -- 10,000 non-cumulative perpetual shares
Issued and outstanding - 10,000 non-cumulative perpetual shares	25,000		25,000
Common Stock, $.125 stated value:
Authorized -- 100,000,000 shares
Issued and outstanding - 58,117,115 and 59,398,022 shares	7,265		7,425
Additional paid-in capital	1,192,683		1,234,402
Retained earnings	1,229,125		1,132,962
Accumulated other comprehensive loss	(151,825)		(307,270)
Total Stockholders' Equity	2,302,373		2,092,644
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,347,552	$	18,078,263


CONSOLIDATED STATEMENTS OF INCOME	Three Months Ended				Nine Months Ended
(Dollars In Thousands, Except Per Share Amounts)	September 30,				September 30,
	2024		2023		2024		2023
INTEREST INCOME
Loans receivable:
Taxable	$	206,680	$	191,705	$	606,116	$	550,314
Tax-exempt	8,622		8,288		25,242		23,757
Investment securities:
Taxable	9,263		8,590		27,062		26,563
Tax-exempt	13,509		13,947		40,733		44,296

Deposits with financial institutions	2,154		5,884		11,642		9,685
Federal Home Loan Bank stock	855		719		2,569		2,281
Total Interest Income	241,083		229,133		713,364		656,896
INTEREST EXPENSE
Deposits	98,856		85,551		296,292		209,437
Federal funds purchased	329		—		455		1,420
Securities sold under repurchase agreements	700		797		2,377		2,624
Federal Home Loan Bank advances	8,544		6,896		21,715		20,775
Subordinated debentures and other borrowings	1,544		2,506		5,781		7,303
Total Interest Expense	109,973		95,750		326,620		241,559
NET INTEREST INCOME	131,110		133,383		386,744		415,337
Provision for credit losses	5,000		2,000		31,500		2,000
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	126,110		131,383		355,244		413,337
NONINTEREST INCOME
Service charges on deposit accounts	8,361		7,975		24,482		23,147
Fiduciary and wealth management fees	8,525		7,394		25,550		22,653
Card payment fees	5,121		4,716		14,360		14,425
Net gains and fees on sales of loans	6,764		5,517		15,159		11,548
Derivative hedge fees	736		516		1,488		2,336
Other customer fees	344		384		1,231		1,643
Earnings on cash surrender value of life insurance	2,755		1,761		6,276		5,145
Net realized losses on sales of available for sale securities	(9,114)		(1,650)		(9,165)		(4,613)
Other income	1,374		1,229		3,457		2,874
Total Noninterest Income	24,866		27,842		82,838		79,158
NONINTEREST EXPENSES
Salaries and employee benefits	55,223		55,566		165,730		167,778
Net occupancy	6,994		6,837		21,052		20,770
Equipment	6,949		5,698		19,774		18,005
Marketing	1,836		2,369		4,807		4,780
Outside data processing fees	7,150		6,573		21,111		19,290
Printing and office supplies	378		333		1,085		1,150
Intangible asset amortization	1,772		2,182		5,500		6,561
FDIC assessments	3,720		2,981		11,285		7,117
Other real estate owned and foreclosure expenses	942		677		1,849		1,575
Professional and other outside services	3,035		3,833		10,809		12,191
Other expenses	6,630		6,805		19,975		20,950
Total Noninterest Expenses	94,629		93,854		282,977		280,167
INCOME BEFORE INCOME TAX	56,347		65,371		155,105		212,328
Income tax expense	7,160		9,005		18,052		31,021
NET INCOME	49,187		56,366		137,053		181,307
Preferred stock dividends	468		468		1,406		1,406
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	48,719	$	55,898	$	135,647	$	179,901
Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.84	$	0.95	$	2.32	$	3.04
Diluted Net Income Available to Common Stockholders	$	0.84	$	0.94	$	2.31	$	3.03
Cash Dividends Paid to Common Stockholders	$	0.35	$	0.34	$	1.04	$	1.00
Average Diluted Common Shares Outstanding (in thousands)	58,289		59,503		58,629		59,465


FINANCIAL HIGHLIGHTS
(Dollars in thousands)	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
NET CHARGE-OFFS	$	6,709		$	20,365		$	48,606		$	22,495

AVERAGE BALANCES:
Total Assets	$	18,360,580		$	18,152,239		$	18,374,370		$	18,115,504
Total Loans	12,680,166			12,287,632			12,592,907			12,264,787
Total Earning Assets	16,990,358			16,947,669			17,042,540			16,913,965
Total Deposits	14,702,454			14,735,592			14,826,056			14,627,448
Total Stockholders' Equity	2,251,547			2,154,232			2,232,419			2,126,005

FINANCIAL RATIOS:
Return on Average Assets	1.07		%	1.24		%	0.99		%	1.33		%
Return on Average Stockholders' Equity	8.66			10.38			8.10			11.28
Return on Tangible Common Stockholders' Equity	13.39			16.54			12.64			18.10
Average Earning Assets to Average Assets	92.54			93.36			92.75			93.37
Allowance for Credit Losses - Loans as % of Total Loans	1.48			1.67			1.48			1.67
Net Charge-offs as % of Average Loans (Annualized)	0.21			0.66			0.51			0.24
Average Stockholders' Equity to Average Assets	12.26			11.87			12.15			11.74
Tax Equivalent Yield on Average Earning Assets	5.82			5.55			5.72			5.32
Interest Expense/Average Earning Assets	2.59			2.26			2.56			1.90
Net Interest Margin (FTE) on Average Earning Assets	3.23			3.29			3.16			3.42
Efficiency Ratio	53.76			53.91			55.54			52.60
Tangible Common Book Value Per Share	$	26.64		$	22.43		$	26.64		$	22.43


NONPERFORMING ASSETS
(Dollars In Thousands)	September 30,			June 30,			March 31,			December 31,			September 30,
	2024			2024			2024			2023			2023
Nonaccrual Loans	$	59,088		$	61,906		$	62,478		$	53,580		$	53,102
Other Real Estate Owned and Repossessions	5,247			4,824			4,886			4,831			6,480
Nonperforming Assets (NPA)	64,335			66,730			67,364			58,411			59,582
90+ Days Delinquent	14,105			1,686			2,838			172			89
NPAs & 90 Day Delinquent	$	78,440		$	68,416		$	70,202		$	58,583		$	59,671

Allowance for Credit Losses - Loans	$	187,828		$	189,537		$	204,681		$	204,934		$	205,782
Quarterly Net Charge-offs	6,709			39,644			2,253			3,148			20,365
NPAs / Actual Assets %	0.35		%	0.36		%	0.37		%	0.32		%	0.33		%
NPAs & 90 Day / Actual Assets %	0.43		%	0.37		%	0.38		%	0.32		%	0.33		%
NPAs / Actual Loans and OREO %	0.51		%	0.53		%	0.54		%	0.47		%	0.48		%
Allowance for Credit Losses - Loans / Actual Loans (%)	1.48		%	1.50		%	1.64		%	1.64		%	1.67		%
Net Charge-offs as % of Average Loans (Annualized)	0.21		%	1.26		%	0.07		%	0.10		%	0.66		%


CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	September 30,		June 30,		March 31,		December 31,		September 30,
	2024		2024		2024		2023		2023
ASSETS
Cash and due from banks	$	84,719	$	105,372	$	100,514	$	112,649	$	125,173
Interest-bearing deposits	359,126		168,528		410,497		436,080		348,639
Investment securities, net of allowance for credit losses	3,662,145		3,753,088		3,783,574		3,811,364		3,713,724
Loans held for sale	40,652		32,292		15,118		18,934		30,972
Loans	12,646,808		12,639,650		12,465,582		12,486,027		12,271,422
Less: Allowance for credit losses - loans	(187,828)		(189,537)		(204,681)		(204,934)		(205,782)
Net loans	12,458,980		12,450,113		12,260,901		12,281,093		12,065,640
Premises and equipment	129,582		133,245		132,706		133,896		132,441
Federal Home Loan Bank stock	41,716		41,738		41,758		41,769		41,797
Interest receivable	92,055		97,546		92,550		97,664		90,011
Goodwill and other intangibles	733,601		735,373		737,144		739,101		741,283
Cash surrender value of life insurance	304,613		306,379		306,028		306,301		306,106
Other real estate owned	5,247		4,824		4,886		4,831		6,480
Tax asset, deferred and receivable	86,732		107,080		101,121		99,883		135,521
Other assets	348,384		367,845		331,006		322,322		340,476
TOTAL ASSETS	$	18,347,552	$	18,303,423	$	18,317,803	$	18,405,887	$	18,078,263
LIABILITIES
Deposits:
Noninterest-bearing	$	2,334,197	$	2,303,313	$	2,338,364	$	2,500,062	$	2,554,984
Interest-bearing	12,030,903		12,265,757		12,546,220		12,321,391		12,091,592
Total Deposits	14,365,100		14,569,070		14,884,584		14,821,453		14,646,576
Borrowings:
Federal funds purchased	30,000		147,229		—		—		—
Securities sold under repurchase agreements	124,894		100,451		130,264		157,280		152,537
Federal Home Loan Bank advances	832,629		832,703		612,778		712,852		713,384
Subordinated debentures and other borrowings	93,562		93,589		118,612		158,644		158,665
Total Borrowings	1,081,085		1,173,972		861,654		1,028,776		1,024,586
Deposits and other liabilities held for sale	288,476		—		—		—		—
Interest payable	18,089		18,554		19,262		18,912		16,473
Other liabilities	292,429		329,302		327,500		289,033		297,984
Total Liabilities	16,045,179		16,090,898		16,093,000		16,158,174		15,985,619
STOCKHOLDERS' EQUITY
Preferred Stock, $1,000 par value, $1,000 liquidation value:
Authorized -- 600 cumulative shares
Issued and outstanding - 125 cumulative shares	125		125		125		125		125
Preferred Stock, Series A, no par value, $2,500 liquidation preference:
Authorized -- 10,000 non-cumulative perpetual shares
Issued and outstanding - 10,000 non-cumulative perpetual shares	25,000		25,000		25,000		25,000		25,000
Common Stock, $.125 stated value:
Authorized -- 100,000,000 shares
Issued and outstanding	7,265		7,256		7,321		7,428		7,425
Additional paid-in capital	1,192,683		1,191,193		1,208,447		1,236,506		1,234,402
Retained earnings	1,229,125		1,200,930		1,181,939		1,154,624		1,132,962
Accumulated other comprehensive loss	(151,825)		(211,979)		(198,029)		(175,970)		(307,270)
Total Stockholders' Equity	2,302,373		2,212,525		2,224,803		2,247,713		2,092,644
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,347,552	$	18,303,423	$	18,317,803	$	18,405,887	$	18,078,263


CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands, Except Per Share Amounts)	September 30,			June 30,			March 31,			December 31,			September 30,
	2024			2024			2024			2023			2023
INTEREST INCOME
Loans receivable:
Taxable	$	206,680		$	201,413		$	198,023		$	197,523		$	191,705
Tax-exempt	8,622			8,430			8,190			8,197			8,288
Investment securities:
Taxable	9,263			9,051			8,748			8,644			8,590
Tax-exempt	13,509			13,613			13,611			13,821			13,947

Deposits with financial institutions	2,154			2,995			6,493			8,034			5,884
Federal Home Loan Bank stock	855			879			835			771			719
Total Interest Income	241,083			236,381			235,900			236,990			229,133
INTEREST EXPENSE
Deposits	98,856			99,151			98,285			96,655			85,551
Federal funds purchased	329			126			—			1			—
Securities sold under repurchase agreements	700			645			1,032			827			797
Federal Home Loan Bank advances	8,544			6,398			6,773			6,431			6,896
Subordinated debentures and other borrowings	1,544			1,490			2,747			3,013			2,506
Total Interest Expense	109,973			107,810			108,837			106,927			95,750
NET INTEREST INCOME	131,110			128,571			127,063			130,063			133,383
Provision for credit losses	5,000			24,500			2,000			1,500			2,000
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	126,110			104,071			125,063			128,563			131,383
NONINTEREST INCOME
Service charges on deposit accounts	8,361			8,214			7,907			7,690			7,975
Fiduciary and wealth management fees	8,525			8,825			8,200			8,187			7,394
Card payment fees	5,121			4,739			4,500			4,437			4,716
Net gains and fees on sales of loans	6,764			5,141			3,254			4,111			5,517
Derivative hedge fees	736			489			263			1,049			516
Other customer fees	344			460			427			237			384
Earnings on cash surrender value of life insurance	2,755			1,929			1,592			3,202			1,761
Net realized losses on sales of available for sale securities	(9,114)			(49)			(2)			(2,317)			(1,650)
Other income (loss)	1,374			1,586			497			(152)			1,229
Total Noninterest Income	24,866			31,334			26,638			26,444			27,842
NONINTEREST EXPENSES
Salaries and employee benefits	55,223			52,214			58,293			60,967			55,566
Net occupancy	6,994			6,746			7,312			9,089			6,837
Equipment	6,949			6,599			6,226			6,108			5,698
Marketing	1,836			1,773			1,198			2,647			2,369
Outside data processing fees	7,150			7,072			6,889			5,875			6,573
Printing and office supplies	378			354			353			402			333
Intangible asset amortization	1,772			1,771			1,957			2,182			2,182
FDIC assessments	3,720			3,278			4,287			7,557			2,981
Other real estate owned and foreclosure expenses	942			373			534			1,743			677
Professional and other outside services	3,035			3,822			3,952			3,981			3,833
Other expenses	6,630			7,411			5,934			7,552			6,805
Total Noninterest Expenses	94,629			91,413			96,935			108,103			93,854
INCOME BEFORE INCOME TAX	56,347			43,992			54,766			46,904			65,371
Income tax expense	7,160			4,067			6,825			4,425			9,005
NET INCOME	49,187			39,925			47,941			42,479			56,366
Preferred stock dividends	468			469			469			469			468
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	48,719		$	39,456		$	47,472		$	42,010		$	55,898
Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.84		$	0.68		$	0.80		$	0.71		$	0.95
Diluted Net Income Available to Common Stockholders	$	0.84		$	0.68		$	0.80		$	0.71		$	0.94
Cash Dividends Paid to Common Stockholders	$	0.35		$	0.35		$	0.34		$	0.34		$	0.34
Average Diluted Common Shares Outstanding (in thousands)	58,289			58,328			59,273			59,556			59,503
FINANCIAL RATIOS:
Return on Average Assets	1.07		%	0.87		%	1.04		%	0.92		%	1.24		%
Return on Average Stockholders' Equity	8.66			7.16			8.47			7.89			10.38
Return on Tangible Common Stockholders' Equity	13.39			11.29			13.21			12.75			16.54
Average Earning Assets to Average Assets	92.54			92.81			92.91			93.62			93.36
Allowance for Credit Losses - Loans as % of Total Loans	1.48			1.50			1.64			1.64			1.67
Net Charge-offs as % of Average Loans (Annualized)	0.21			1.26			0.07			0.10			0.66
Average Stockholders' Equity to Average Assets	12.26			12.02			12.17			11.58			11.87
Tax Equivalent Yield on Average Earning Assets	5.82			5.69			5.65			5.64			5.55
Interest Expense/Average Earning Assets	2.59			2.53			2.55			2.48			2.26
Net Interest Margin (FTE) on Average Earning Assets	3.23			3.16			3.10			3.16			3.29
Efficiency Ratio	53.76			53.84			59.21			63.26			53.91
Tangible Common Book Value Per Share	$	26.64		$	25.10		$	25.07		$	25.06		$	22.43


LOANS
(Dollars In Thousands)	September 30,		June 30,		March 31,		December 31,		September 30,
	2024		2024		2024		2023		2023
Commercial and industrial loans	$	4,041,217	$	3,949,817	$	3,722,365	$	3,670,948	$	3,490,953
Agricultural land, production and other loans to farmers	238,743		239,926		234,431		263,414		233,838
Real estate loans:
Construction	814,704		823,267		941,726		957,545		1,022,261
Commercial real estate, non-owner occupied	2,251,351		2,323,533		2,368,360		2,400,839		2,360,596
Commercial real estate, owner occupied	1,152,751		1,174,195		1,137,894		1,162,083		1,153,707
Residential	2,366,943		2,370,905		2,316,490		2,288,921		2,257,385
Home equity	641,188		631,104		618,258		617,571		609,352
Individuals' loans for household and other personal expenditures	158,480		162,089		161,459		168,388		176,523
Public finance and other commercial loans	981,431		964,814		964,599		956,318		966,807
Loans	12,646,808		12,639,650		12,465,582		12,486,027		12,271,422
Allowance for credit losses - loans	(187,828)		(189,537)		(204,681)		(204,934)		(205,782)
NET LOANS	$	12,458,980	$	12,450,113	$	12,260,901	$	12,281,093	$	12,065,640


DEPOSITS
(Dollars In Thousands)	September 30,		June 30,		March 31,		December 31,		September 30,
	2024		2024		2024		2023		2023
Demand deposits	$	7,678,510	$	7,757,679	$	7,771,976	$	7,965,862	$	7,952,040
Savings deposits	4,302,236		4,339,161		4,679,593		4,516,433		4,572,162
Certificates and other time deposits of $100,000 or more	1,277,833		1,415,131		1,451,443		1,408,985		1,280,607
Other certificates and time deposits	802,949		889,949		901,280		849,906		761,196
Brokered certificates of deposits1	303,572		167,150		80,292		80,267		80,571
TOTAL DEPOSITS2	$	14,365,100	$	14,569,070	$	14,884,584	$	14,821,453	$	14,646,576

1 - Total brokered deposits of $838.3 million, which includes brokered CD's of $303.6 million at September 30, 2024.

2 - Total deposits at September 30, 2024 excludes $287.7 million of deposits reclassified to Deposits and other liabilities held for sale related to the pending Illinois branch sale.


CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS
(Dollars in Thousands)
	For the Three Months Ended
	September 30, 2024						September 30, 2023
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
ASSETS

Interest-bearing deposits	$	252,113	$	2,154	3.42	%	$	502,967	$	5,884	4.68	%
Federal Home Loan Bank stock	41,730		855		8.20		41,826		719		6.88
Investment Securities: (1)
Taxable	1,789,526		9,263		2.07		1,817,219		8,590		1.89
Tax-exempt (2)	2,226,823		17,100		3.07		2,298,025		17,655		3.07
Total Investment Securities	4,016,349		26,363		2.63		4,115,244		26,245		2.55
Loans held for sale	31,991		483		6.04		24,227		386		6.37
Loans: (3)
Commercial	8,699,733		164,922		7.58		8,456,527		153,993		7.28
Real estate mortgage	2,183,095		24,333		4.46		2,079,067		21,618		4.16
Installment	832,222		16,942		8.14		827,318		15,708		7.59
Tax-exempt (2)	933,125		10,914		4.68		900,493		10,491		4.66
Total Loans	12,680,166		217,594		6.86		12,287,632		202,196		6.58
Total Earning Assets	16,990,358		246,966		5.82	%	16,947,669		235,044		5.55	%
Total Non-Earning Assets	1,370,222						1,204,570
TOTAL ASSETS	$	18,360,580					$	18,152,239
LIABILITIES
Interest-Bearing Deposits:
Interest-bearing deposits	$	5,455,298	$	40,450	2.97	%	$	5,425,829	$	37,780	2.79	%
Money market deposits	2,974,188		25,950		3.49		2,923,798		23,607		3.23
Savings deposits	1,425,047		4,208		1.18		1,641,338		3,844		0.94
Certificates and other time deposits	2,499,655		28,248		4.52		2,106,910		20,320		3.86
Total Interest-Bearing Deposits	12,354,188		98,856		3.20		12,097,875		85,551		2.83
Borrowings	1,071,440		11,117		4.15		1,032,180		10,199		3.95
Total Interest-Bearing Liabilities	13,425,628		109,973		3.28		13,130,055		95,750		2.92
Noninterest-bearing deposits	2,348,266						2,637,717
Other liabilities	335,139						230,235
Total Liabilities	16,109,033						15,998,007
STOCKHOLDERS' EQUITY	2,251,547						2,154,232
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,360,580	109,973				$	18,152,239	95,750
Net Interest Income (FTE)			$	136,993					$	139,294
Net Interest Spread (FTE) (4)					2.54	%					2.63	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					5.82	%					5.55	%
Interest Expense / Average Earning Assets					2.59	%					2.26	%
Net Interest Margin (FTE) (5)					3.23	%					3.29	%

(1) Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed using a 30/360 day basis.
(2) Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2024 and 2023. These totals equal $5,883 and $5,911 for the three months ended September 30, 2024 and 2023, respectively.
(3) Non accruing loans have been included in the average balances.
(4) Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.
(5) Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.



CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS
(Dollars in Thousands)
	For the Nine Months Ended
	September 30, 2024						September 30, 2023
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
Assets:

Interest-bearing deposits	$	383,007	$	11,642	4.05	%	$	340,887	$	9,685	3.79	%
Federal Home Loan Bank stock	41,748		2,569		8.20		41,160		2,281		7.39
Investment Securities: (1)
Taxable	1,787,119		27,062		2.02		1,872,267		26,563		1.89
Tax-exempt (2)	2,237,759		51,561		3.07		2,394,864		56,071		3.12
Total Investment Securities	4,024,878		78,623		2.60		4,267,131		82,634		2.58
Loans held for sale	27,735		1,242		5.97		22,398		1,046		6.23
Loans: (3)
Commercial	8,659,088		484,979		7.47		8,515,148		444,422		6.96
Real estate mortgage	2,159,738		70,489		4.35		2,008,852		60,354		4.01
Installment	825,060		49,406		7.98		833,133		44,492		7.12
Tax-exempt (2)	921,286		31,952		4.62		885,256		30,072		4.53
Total Loans	12,592,907		638,068		6.76		12,264,787		580,386		6.31
Total Earning Assets	17,042,540		730,902		5.72	%	16,913,965		674,986		5.32	%
Total Non-Earning Assets	1,331,830						1,201,539
Total Assets	$	18,374,370					$	18,115,504
Liabilities:
Interest-Bearing deposits:
Interest-bearing deposits	$	5,487,106	$	120,935	2.94	%	$	5,412,482	$	97,016	2.39	%
Money market deposits	3,018,526		80,563		3.56		2,812,891		55,868		2.65
Savings deposits	1,497,620		11,485		1.02		1,730,110		10,693		0.82
Certificates and other time deposits	2,447,684		83,309		4.54		1,821,408		45,860		3.36
Total Interest-Bearing Deposits	12,450,936		296,292		3.17		11,776,891		209,437		2.37
Borrowings	990,022		30,328		4.08		1,144,368		32,122		3.74
Total Interest-Bearing Liabilities	13,440,958		326,620		3.24		12,921,259		241,559		2.49
Noninterest-bearing deposits	2,375,120						2,850,557
Other liabilities	325,873						217,683
Total Liabilities	16,141,951						15,989,499
Stockholders' Equity	2,232,419						2,126,005
Total Liabilities and Stockholders' Equity	$	18,374,370	326,620				$	18,115,504	241,559
Net Interest Income (FTE)			$	404,282					$	433,427
Net Interest Spread (FTE) (4)					2.48	%					2.83	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					5.72	%					5.32	%
Interest Expense / Average Earning Assets					2.56	%					1.90	%
Net Interest Margin (FTE) (5)					3.16	%					3.42	%

(1) Average balance of securities is computed based on the average of the historical amortized cost balances without the effects of the fair value adjustments. Annualized amounts are computed using a 30/360 day basis.
(2) Tax-exempt securities and loans are presented on a fully taxable equivalent basis, using a marginal tax rate of 21 percent for 2024 and 2023. These totals equal $17,538 and $18,090 for the nine months ended September 30, 2024 and 2023, respectively.
(3) Non accruing loans have been included in the average balances.
(4) Net Interest Spread (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average interest-bearing liabilities.
(5) Net Interest Margin (FTE) is interest income expressed as a percentage of average earning assets minus interest expense expressed as a percentage of average earning assets.


ADJUSTED NET INCOME AND DILUTED EARNINGS PER COMMON SHARE - NON-GAAP
(Dollars In Thousands, Except Per Share Amounts)	Three Months Ended										Nine Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,		September 30,		September 30,
	2024		2024		2024		2023		2023		2024		2023
Net Income Available to Common Stockholders - GAAP	$	48,719	$	39,456	$	47,472	$	42,010	$	55,898	$	135,647	$	179,901
Adjustments:
PPP loan income	—		—		—		(7)		(8)		—		(42)
Net realized losses on sales of available for sale securities	9,114		49		2		2,317		1,650		9,165		4,613


Non-core expenses1,2	—		—		3,481		12,682		—		3,481		—
Tax on adjustments	(2,220)		(12)		(848)		(3,652)		(403)		(3,081)		(1,121)
Adjusted Net Income Available to Common Stockholders - Non-GAAP	$	55,613	$	39,493	$	50,107	$	53,350	$	57,137	$	145,212	$	183,351

Average Diluted Common Shares Outstanding (in thousands)	58,289		58,328		59,273		59,556		59,503		58,629		59,465

Diluted Earnings Per Common Share - GAAP	$	0.84	$	0.68	$	0.80	$	0.71	$	0.94	$	2.31	$	3.03
Adjustments:
PPP loan income	—		—		—		—		—		—		—
Net realized losses on sales of available for sale securities	0.15		—		—		0.04		0.03		0.16		0.07


Non-core expenses1,2	—		—		0.06		0.21		—		0.06		—
Tax on adjustments	(0.04)		—		(0.01)		(0.06)		(0.01)		(0.05)		(0.02)
Adjusted Diluted Earnings Per Common Share - Non-GAAP	$	0.95	$	0.68	$	0.85	$	0.90	$	0.96	$	2.48	$	3.08

1 - Non-core expenses in 4Q23 included $6.3 million from early retirement and severance costs, $4.3 million from the FDIC special assessment, and $2.1 million from a lease termination.

2 - Non-core expenses in 1Q24 included $2.4 million from duplicative online banking conversion costs and $1.1 million from the FDIC special assessment.


NET INTEREST MARGIN ("NIM"), ADJUSTED
(Dollars in Thousands, Except Per Share Amounts)

	Three Months Ended															Nine Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,			September 30,			September 30,
	2024			2024			2024			2023			2023			2024			2023
Net Interest Income (GAAP)	$	131,110		$	128,571		$	127,063		$	130,063		$	133,383		$	386,744		$	415,337
Fully Taxable Equivalent ("FTE") Adjustment	5,883			5,859			5,795			5,853			5,911			17,538			18,090
Net Interest Income (FTE) (non-GAAP)	$	136,993		$	134,430		$	132,858		$	135,916		$	139,294		$	404,282		$	433,427

Average Earning Assets (GAAP)	$	16,990,358		$	17,013,984		$	17,123,851		$	17,222,714		$	16,947,669		$	17,042,540		$	16,913,965
Net Interest Margin (GAAP)	3.09		%	3.02		%	2.97		%	3.02		%	3.15		%	3.03		%	3.27		%
Net Interest Margin (FTE) (non-GAAP)	3.23		%	3.16		%	3.10		%	3.16		%	3.29		%	3.16		%	3.42		%


RETURN ON TANGIBLE COMMON EQUITY - NON-GAAP
(Dollars In Thousands)	Three Months Ended															Nine Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,			September 30,			September 30,
	2024			2024			2024			2023			2023			2024			2023
Total Average Stockholders' Equity (GAAP)	$	2,251,547		$	2,203,361		$	2,242,139		$	2,130,993		$	2,154,232		$	2,232,419		$	2,126,005
Less: Average Preferred Stock	(25,125)			(25,125)			(25,125)			(25,125)			(25,125)			(25,125)			(25,125)
Less: Average Intangible Assets, Net of Tax	(729,581)			(730,980)			(732,432)			(734,007)			(735,787)			(730,993)			(737,476)
Average Tangible Common Equity, Net of Tax (Non-GAAP)	$	1,496,841		$	1,447,256		$	1,484,582		$	1,371,861		$	1,393,320		$	1,476,301		$	1,363,404

Net Income Available to Common Stockholders (GAAP)	$	48,719		$	39,456		$	47,472		$	42,010		$	55,898		$	135,647		$	179,901
Plus: Intangible Asset Amortization, Net of Tax	1,399			1,399			1,546			1,724			1,724			4,345			5,182
Tangible Net Income (Non-GAAP)	$	50,118		$	40,855		$	49,018		$	43,734		$	57,622		$	139,992		$	185,083

Return on Tangible Common Equity (Non-GAAP)	13.39		%	11.29		%	13.21		%	12.75		%	16.54		%	12.64		%	18.10		%