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): May 19, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | |||||
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(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 | ||||||
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:
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 5.02 DEPARTURE OR APPOINTMENT OF DIRECTORS OR CERTAIN OFFICERS
On May 19, 2026, First Merchants Corporation (the “Corporation”) announced the retirement of Gary Lehman from the Board of Directors effective immediately. Mr. Lehman has served on the Board since 2011 and was a member of the Compensation and Human Resources Committee. The retirement of Mr. Lehman is not the result of any disagreement with the Corporation on any matter relating to the Corporation’s operations, policies, or practices.
Also, on May 19, 2026, the Corporation's Board of Directors appointed Paul Fultz to fill the vacancy on the Board created by Mr. Lehman's retirement. Mr. Fultz's initial term will continue until the 2027 Annual Meeting of the Shareholders, at which time he will be considered for election for a one (1) year term. For his service as a Director, Mr. Fultz will be entitled to receive his pro rata portion of the standard Director annual retainer and will be a participant in the Corporation’s Equity Compensation Plan for Non-Employee Directors. Other than being eligible to receive Director compensation, Mr. Fultz did not enter into any material plan, contract, or arrangement in connection with his appointment as a Director. Mr. Fultz is not a party to any transaction with the Corporation that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.
Mr. Fultz has been appointed to serve on the Corporation’s Audit Committee.
A copy of the Corporation’s press release, dated May 19, 2026, announcing the appointment of Mr. Fultz is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit 99.1 | |||||
| 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: May 19, 2026 | |||||||||||
N / E / W / S R / E / L / E / A / S / E
May 19, 2026
FOR IMMEDIATE RELEASE
For more information, contact:
Nicole M. Weaver, First Vice President and Director of Corporate Administration
765-521-7619
http://www.firstmerchants.com
SOURCE: First Merchants Corporation (NASDAQ: FRME), Muncie, Indiana
FIRST MERCHANTS CORPORATION APPOINTS PAUL FULTZ TO ITS BOARDS OF DIRECTORS
First Merchants Corporation (the “Corporation”), a $21 billion financial holding company, has appointed Paul Fultz to the Boards of Directors of First Merchants Corporation and First Merchants Bank. Mr. Fultz, retired Audit and Business Unit Professional Practice Partner for KPMG LLP, brings more than 30 years of experience advising public company boards. His background in financial reporting, risk oversight, and governance will further strengthen First Merchants’ board and strategic decision-making.
“First Merchants’ Boards of Directors are pleased to welcome Mr. Fultz as our newest Board member,” said Board Chair Jean Wojtowicz. “With more than 30 years of experience as a Big Four audit partner and trusted advisor to public company boards and audit committees, he brings deep expertise in financial reporting, risk oversight, and regulatory matters. His extensive background guiding organizations through complex transactions will provide a valuable perspective as we continue to execute our strategic priorities. Mr. Fultz is known for his sound judgment, clear communication, and ability to build strong relationships. We look forward to benefiting from his insight and perspective as we continue to serve our shareholders and communities.”
Mr. Fultz expressed his enthusiasm about joining the Boards in this recent statement: “I am honored and excited to join the Boards and to contribute to their continued success. Throughout my career, I have had the opportunity to work closely with boards and management teams to navigate complex financial, regulatory, and strategic matters, and I look forward to bringing that experience to this role. I am particularly drawn to the Corporation’s commitment to its stakeholders and communities, and I am eager to collaborate with my fellow directors and leadership team to support the organizations’ long-term growth and strong governance.”
With the addition of Mr. Fultz, First Merchants will have a 13-member board, including 10 independent outside directors. Mr. Fultz will be on the ballot for continuing terms at the Corporation’s Annual Shareholders Meeting in 2027.
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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 and First Savings Bank (as divisions 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 website (www.firstmerchants.com). FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.