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Get filing alertsFirst Merchants issues $100M of 6.750% fixed-to-floating subordinated notes due 2036
Filed September 25, 2026 · Period ending September 25, 2026 · ~1 min read
Key Changes
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Entered into an indenture to issue $100 million aggregate principal amount of 6.750% Fixed-to-Floating Rate Subordinated Notes due 2036.
Item 1.01 verify on EDGAR → -
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Notes pay 6.750% fixed semi-annually until October 1, 2031, then switch to Three-Month Term SOFR plus 202 basis points.
Item 1.01 verify on EDGAR → -
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Callable at par beginning October 1, 2031, with earlier redemption possible for regulatory or tax events.
Item 1.01 verify on EDGAR → -
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Intended to qualify as Tier 2 regulatory capital; indenture includes redemption right if Tier 2 treatment is at risk.
Item 1.01 verify on EDGAR → -
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Also reported under Item 2.03 as a direct financial obligation, referencing the Item 1.01 terms.
Item 2.03 verify on EDGAR →
Summary
First Merchants Corp entered into an indenture to issue $100 million of subordinated notes due 2036. The notes carry a fixed 6.750% coupon until October 1, 2031, then convert to a floating rate of Three-Month Term SOFR plus 202 basis points. The company may redeem the notes at par starting October 1, 2031, with earlier redemption possible under certain regulatory or tax events.
The notes are intended to qualify as Tier 2 capital for regulatory purposes. For retail investors, this is a routine capital raise for a bank holding company. The fixed-to-floating structure is common for subordinated debt, providing lower fixed-rate costs in the early years. The issuance increases the company's debt obligations but also strengthens its regulatory capital position. No red flags are present in the filing.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures above under Item 1.01 of this Current Report on Form 8-K are also responsive to Item 2.03 of this Current Report on Form 8-K and are he
The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Notes bear interest at an initial rate of 6.750% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2027. From and including October 1, 2031 to, but excluding, October 1, 2036 (unless redeemed prior to such date), the Notes will bear interest at a floating rate per annum equal to a benchmark rate (reset quarterly) (which is expected to be Three-Month Term SOFR) plus 202 basis points
The notes pay a fixed 6.750% coupon until October 1, 2031, then switch to a floating rate of Three-Month Term SOFR plus 202 basis points. This structure is typical for bank subordinated debt and provides the issuer with lower fixed-rate costs in the early years.
Added in current filing · verify on EDGAR →
The Notes may be redeemed at the Corporation’s option, beginning on October 1, 2031, and on any interest payment date thereafter, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.
The Corporation can redeem the notes at par starting October 1, 2031. Early redemption before that date is also possible under certain regulatory or tax events, subject to Federal Reserve approval.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 28, 2026 · How we verify