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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): April 25, 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 April 25, 2024, First Merchants Corporation issued a press release to report its financial results for the first quarter ended March 31, 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 April 25, 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: April 25, 2024

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release, dated April 25, 2024, issued by First Merchants Corporation

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

EX-99.1 2 a1q24earningsreleaseex991.htm EX-99.1 Document

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

April 25, 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 FIRST QUARTER 2024 EARNINGS PER SHARE

First Merchants Corporation (NASDAQ - FRME)

First Quarter 2024 Highlights:

• Net income available to common stockholders was $47.5 million and diluted earnings per common share totaled $0.80 compared to $63.6 million and $1.07 in the first quarter of 2023, and $42.0 million and $0.71 in the fourth quarter of 2023. Net income and diluted earnings per common share, excluding non-core charges of $3.5 million incurred during the quarter, totaled $50.1 million and $0.85, respectively.

• Strong capital position with Common Equity Tier 1 Capital Ratio of 11.25 percent.

• Total loans declined $24.3 million, or 0.8 percent annualized on a linked quarter basis, but increased $346.4 million, or 2.8 percent during the last twelve months when excluding the impact of a non-relationship commercial loan portfolio sale of $116.6 million that occurred during the second quarter of 2023.

• Total deposits increased $63.1 million, or 1.7 percent annualized on a linked quarter basis, and $181.3 million, or 1.2 percent during the last twelve months.

• Net charge-offs totaled 7 basis points of average loans (annualized) compared to 10 basis points on a linked quarter basis.

•Nonperforming assets to total assets were 37 basis points compared to 32 basis points on a linked quarter basis.

• The efficiency ratio totaled 59.21 percent for the quarter and 57.03 percent excluding $3.5 million of non-core charges incurred during the quarter.

Mark Hardwick, Chief Executive Officer, stated, "Given the length and severity of the inverted yield curve, we were pleased to see relative stabilization of our net interest margin during the quarter. Capital, liquidity, the allowance for credit losses and earnings are strong and supported share repurchase activity during the quarter of $30 million, as well as, the redemption of $40 million in sub-debt." Hardwick added, "Three of our four major technology initiatives have also been deployed to include in-branch account opening, consumer online and mobile upgrades, and a new Private Wealth platform."

First Quarter Financial Results:

First Merchants Corporation (the “Corporation) has reported first quarter 2024 net income available to common stockholders of $47.5 million compared to $63.6 million during the same period in 2023. Diluted earnings per common share for the period totaled $0.80 compared to the first quarter of 2023 result of $1.07 per share. The corporation incurred $3.5 million of non-core charges during the quarter including $1.1 million from an additional FDIC special assessment and $2.4 million of digital platform conversion costs.

Total assets equaled $18.3 billion as of quarter-end and loans totaled $12.5 billion. During the past twelve months, total loans grew by $346.4 million, or 2.8 percent and were offset by a non-relationship based commercial loan sale of $116.6 million that occurred in the second quarter of 2023. On a linked quarter basis, loans declined $24.3 million, or 0.8 percent annualized.

Investments securities, totaling $3.8 billion, decreased $273.8 million, or 6.7 percent, during the last twelve months and decreased $27.8 million, or 2.9 percent annualized on a linked quarter basis.

Total deposits equaled $14.9 billion as of quarter-end and increased by $181.3 million, or 1.2 percent, over the past twelve months. Total deposits increased $63.1 million, or 1.7 percent annualized on a linked quarter basis. During the quarter, customer deposits increased $87.3 million which was offset by a reduction in brokered deposits of $24.2 million. The loan to deposit ratio declined slightly to 83.9 percent at period end from 84.4 percent in the prior quarter.

The Corporation’s Allowance for Credit Losses – Loans (ACL) totaled $204.7 million as of quarter-end, a decrease of $0.3 million from prior quarter. Loan charge-offs, net of recoveries, for the quarter totaled $2.3 million. Provision expense for loans was recorded during the quarter of $2.0 million resulting in an ACL as a percent of loans of 1.64 percent. Reserves for unfunded commitments totaling $19.5 million remain unchanged from prior quarter. Non-performing assets to total assets were 0.37 percent for the first quarter of 2024, an increase of five basis points compared to 0.32 percent in the prior quarter.

Net interest income, totaling $127.1 million for the quarter, declined $3.0 million, or 2.3 percent, compared to prior quarter and decreased $17.1 million, or 11.8 percent, compared to the first quarter of 2023. Stated net-interest margin on a tax equivalent basis totaling 3.10 percent, declined by six basis points compared to the fourth quarter of 2023 and decreased 48 basis points compared to the first quarter of 2023. During the quarter, increased deposit costs and a continued change in deposit mix offset the increase in earning asset yields reducing net-interest margin.

Noninterest income, totaling $26.6 million for the quarter, increased $0.2 million, compared to the fourth quarter of 2023 and increased $1.6 million from the first quarter of 2023. Customer-related fees declined $1.2 million from prior quarter due to lower gains on sales of loans and derivative hedge fees. Non-customer related fees increased $1.4 million from prior quarter primarily due to realized losses on the sales of securities recorded in the prior quarter.

Noninterest expense totaled $96.9 million for the quarter, a decrease of $11.2 million from the fourth quarter of 2023 due to a decline in non-core charges and lower marketing spend. Non-core charges incurred during the quarter totaled $3.5 million and included $1.1 million from an additional FDIC special assessment and $2.4 million of digital platform conversion costs. Non-core charges recorded in the prior quarter totaled $12.7 million and included $4.3 million from an FDIC special assessment, $6.3 million of early retirement and severance costs, and $2.1 million from a lease termination.

The Corporation’s total risk-based capital ratio equaled 13.34 percent, common equity tier 1 capital ratio equaled 11.25 percent, and the tangible common equity ratio totaled 8.32 percent. These ratios continue to demonstrate the Corporation’s strong capital position.

CONFERENCE CALL

First Merchants Corporation will conduct a fourth quarter earnings conference call and web cast at 11:30 a.m. (ET) on Thursday, April 25, 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/BIdd109dbd75ba4d42a3ddae5a62b4e2a1)

In order to view the webcast and presentation slides, please go to (https://edge.media-server.com/mmc/p/8p72e5ye) during the time of the call. A replay of the webcast will be available until April 25, 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 of 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)	March 31,
	2024		2023
ASSETS
Cash and due from banks	$	100,514	$	125,818
Interest-bearing deposits	410,497		352,695
Investment securities, net of allowance for credit losses of $245,000 and $245,000	3,783,574		4,057,389
Loans held for sale	15,118		9,408
Loans	12,465,582		12,241,461
Less: Allowance for credit losses - loans	(204,681)		(223,052)
Net loans	12,260,901		12,018,409
Premises and equipment	132,706		115,857
Federal Home Loan Bank stock	41,758		41,878
Interest receivable	92,550		85,515
Goodwill and other intangibles	737,144		745,647
Cash surrender value of life insurance	306,028		309,090
Other real estate owned	4,886		7,777
Tax asset, deferred and receivable	101,121		103,070
Other assets	331,006		270,777
TOTAL ASSETS	$	18,317,803	$	18,243,330
LIABILITIES
Deposits:
Noninterest-bearing	$	2,338,364	$	2,964,355
Interest-bearing	12,546,220		11,738,932
Total Deposits	14,884,584		14,703,287
Borrowings:
Federal funds purchased	—		20
Securities sold under repurchase agreements	130,264		179,067
Federal Home Loan Bank advances	612,778		823,577
Subordinated debentures and other borrowings	118,612		151,312
Total Borrowings	861,654		1,153,976
Interest payable	19,262		11,979
Other liabilities	327,500		251,640
Total Liabilities	16,093,000		16,120,882
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 - 58,564,819 and 59,257,051 shares	7,321		7,407
Additional paid-in capital	1,208,447		1,231,532
Retained earnings	1,181,939		1,057,298
Accumulated other comprehensive loss	(198,029)		(198,914)
Total Stockholders' Equity	2,224,803		2,122,448
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,317,803	$	18,243,330


CONSOLIDATED STATEMENTS OF INCOME	Three Months Ended
(Dollars In Thousands, Except Per Share Amounts)	March 31,
	2024		2023
INTEREST INCOME
Loans receivable:
Taxable	$	198,023	$	172,353
Tax-exempt	8,190		7,709
Investment securities:
Taxable	8,748		9,087
Tax-exempt	13,611		16,070

Deposits with financial institutions	6,493		637
Federal Home Loan Bank stock	835		542
Total Interest Income	235,900		206,398
INTEREST EXPENSE
Deposits	98,285		50,685
Federal funds purchased	—		1,297
Securities sold under repurchase agreements	1,032		848
Federal Home Loan Bank advances	6,773		7,064
Subordinated debentures and other borrowings	2,747		2,385
Total Interest Expense	108,837		62,279
NET INTEREST INCOME	127,063		144,119
Provision for credit losses	2,000		—
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	125,063		144,119
NONINTEREST INCOME
Service charges on deposit accounts	7,907		7,359
Fiduciary and wealth management fees	8,200		7,862
Card payment fees	4,500		5,172
Net gains and fees on sales of loans	3,254		2,399
Derivative hedge fees	263		1,148
Other customer fees	427		517
Earnings on cash surrender value of life insurance	1,592		1,288
Net realized losses on sales of available for sale securities	(2)		(1,571)
Other income	497		823
Total Noninterest Income	26,638		24,997
NONINTEREST EXPENSES
Salaries and employee benefits	58,293		57,459
Net occupancy	7,312		7,259
Equipment	6,226		6,126
Marketing	1,198		1,309
Outside data processing fees	6,889		6,113
Printing and office supplies	353		383
Intangible asset amortization	1,957		2,197
FDIC assessments	4,287		1,396
Other real estate owned and foreclosure expenses	534		(18)
Professional and other outside services	3,952		3,698
Other expenses	5,934		7,798
Total Noninterest Expenses	96,935		93,720
INCOME BEFORE INCOME TAX	54,766		75,396
Income tax expense	6,825		11,317
NET INCOME	47,941		64,079
Preferred stock dividends	469		469
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	47,472	$	63,610
Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.80	$	1.07
Diluted Net Income Available to Common Stockholders	$	0.80	$	1.07
Cash Dividends Paid to Common Stockholders	$	0.34	$	0.32
Average Diluted Common Shares Outstanding (in thousands)	59,273		59,441


FINANCIAL HIGHLIGHTS
(Dollars in thousands)	Three Months Ended
	March 31,
	2024			2023
NET CHARGE-OFFS	$	2,253		$	225

AVERAGE BALANCES:
Total Assets	$	18,430,521		$	18,022,195
Total Loans	12,477,066			12,135,384
Total Earning Assets	17,123,851			16,824,407
Total Deposits	14,881,205			14,423,409
Total Stockholders' Equity	2,242,139			2,083,125

FINANCIAL RATIOS:
Return on Average Assets	1.04		%	1.42		%
Return on Average Stockholders' Equity	8.47			12.21
Return on Tangible Common Stockholders' Equity	13.21			19.82
Average Earning Assets to Average Assets	92.91			93.35
Allowance for Credit Losses - Loans as % of Total Loans	1.64			1.82
Net Charge-offs as % of Average Loans (Annualized)	0.07			0.01
Average Stockholders' Equity to Average Assets	12.17			11.56
Tax Equivalent Yield on Average Earning Assets	5.65			5.06
Interest Expense/Average Earning Assets	2.55			1.48
Net Interest Margin (FTE) on Average Earning Assets	3.10			3.58
Efficiency Ratio	59.21			51.72
Tangible Common Book Value Per Share	$	25.07		$	22.93


NONPERFORMING ASSETS
(Dollars In Thousands)	March 31,			December 31,			September 30,			June 30,			March 31,
	2024			2023			2023			2023			2023
Nonaccrual Loans	$	62,478		$	53,580		$	53,102		$	69,240		$	46,576
Other Real Estate Owned and Repossessions	4,886			4,831			6,480			7,685			7,777
Nonperforming Assets (NPA)	67,364			58,411			59,582			76,925			54,353
90+ Days Delinquent	2,838			172			89			428			7,032
NPAs & 90 Day Delinquent	$	70,202		$	58,583		$	59,671		$	77,353		$	61,385

Allowance for Credit Losses - Loans	$	204,681		$	204,934		$	205,782		$	221,147		$	223,052
Quarterly Net Charge-offs	2,253			3,148			20,365			1,905			225
NPAs / Actual Assets %	0.37		%	0.32		%	0.33		%	0.43		%	0.30		%
NPAs & 90 Day / Actual Assets %	0.38		%	0.32		%	0.33		%	0.43		%	0.34		%
NPAs / Actual Loans and OREO %	0.54		%	0.47		%	0.48		%	0.63		%	0.44		%
Allowance for Credit Losses - Loans / Actual Loans (%)	1.64		%	1.64		%	1.67		%	1.80		%	1.82		%
Net Charge-offs (Recoveries) as % of Average Loans (Annualized)	0.07		%	0.10		%	0.66		%	0.06		%	0.01		%


CONSOLIDATED BALANCE SHEETS
(Dollars In Thousands)	March 31,		December 31,		September 30,		June 30,		March 31,
	2024		2023		2023		2023		2023
ASSETS
Cash and due from banks	$	100,514	$	112,649	$	125,173	$	108,975	$	125,818
Interest-bearing deposits	410,497		436,080		348,639		219,480		352,695
Investment securities, net of allowance for credit losses	3,783,574		3,811,364		3,713,724		3,891,491		4,057,389
Loans held for sale	15,118		18,934		30,972		27,297		9,408
Loans	12,465,582		12,486,027		12,271,422		12,270,233		12,241,461
Less: Allowance for credit losses - loans	(204,681)		(204,934)		(205,782)		(221,147)		(223,052)
Net loans	12,260,901		12,281,093		12,065,640		12,049,086		12,018,409
Premises and equipment	132,706		133,896		132,441		114,402		115,857
Federal Home Loan Bank stock	41,758		41,769		41,797		41,842		41,878
Interest receivable	92,550		97,664		90,011		89,784		85,515
Goodwill and other intangibles	737,144		739,101		741,283		743,465		745,647
Cash surrender value of life insurance	306,028		306,301		306,106		307,020		309,090
Other real estate owned	4,886		4,831		6,480		7,685		7,777
Tax asset, deferred and receivable	101,121		99,883		135,521		113,724		103,070
Other assets	331,006		322,322		340,476		318,005		270,777
TOTAL ASSETS	$	18,317,803	$	18,405,887	$	18,078,263	$	18,032,256	$	18,243,330
LIABILITIES
Deposits:
Noninterest-bearing	$	2,338,364	$	2,500,062	$	2,554,984	$	2,636,017	$	2,964,355
Interest-bearing	12,546,220		12,321,391		12,091,592		11,945,138		11,738,932
Total Deposits	14,884,584		14,821,453		14,646,576		14,581,155		14,703,287
Borrowings:
Federal funds purchased	—		—		—		—		20
Securities sold under repurchase agreements	130,264		157,280		152,537		152,472		179,067
Federal Home Loan Bank advances	612,778		712,852		713,384		723,480		823,577
Subordinated debentures and other borrowings	118,612		158,644		158,665		151,325		151,312
Total Borrowings	861,654		1,028,776		1,024,586		1,027,277		1,153,976
Interest payable	19,262		18,912		16,473		13,595		11,979
Other liabilities	327,500		289,033		297,984		264,664		251,640
Total Liabilities	16,093,000		16,158,174		15,985,619		15,886,691		16,120,882
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	7,321		7,428		7,425		7,412		7,407
Additional paid-in capital	1,208,447		1,236,506		1,234,402		1,233,593		1,231,532
Retained earnings	1,181,939		1,154,624		1,132,962		1,097,399		1,057,298
Accumulated other comprehensive loss	(198,029)		(175,970)		(307,270)		(217,964)		(198,914)
Total Stockholders' Equity	2,224,803		2,247,713		2,092,644		2,145,565		2,122,448
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,317,803	$	18,405,887	$	18,078,263	$	18,032,256	$	18,243,330


CONSOLIDATED STATEMENTS OF INCOME
(Dollars In Thousands, Except Per Share Amounts)	March 31,			December 31,			September 30,			June 30,			March 31,
	2024			2023			2023			2023			2023
INTEREST INCOME
Loans receivable:
Taxable	$	198,023		$	197,523		$	191,705		$	186,256		$	172,353
Tax-exempt	8,190			8,197			8,288			7,760			7,709
Investment securities:
Taxable	8,748			8,644			8,590			8,886			9,087
Tax-exempt	13,611			13,821			13,947			14,279			16,070

Deposits with financial institutions	6,493			8,034			5,884			3,164			637
Federal Home Loan Bank stock	835			771			719			1,020			542
Total Interest Income	235,900			236,990			229,133			221,365			206,398
INTEREST EXPENSE
Deposits	98,285			96,655			85,551			73,201			50,685
Federal funds purchased	—			1			—			123			1,297
Securities sold under repurchase agreements	1,032			827			797			979			848
Federal Home Loan Bank advances	6,773			6,431			6,896			6,815			7,064
Subordinated debentures and other borrowings	2,747			3,013			2,506			2,412			2,385
Total Interest Expense	108,837			106,927			95,750			83,530			62,279
NET INTEREST INCOME	127,063			130,063			133,383			137,835			144,119
Provision for credit losses	2,000			1,500			2,000			—			—
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	125,063			128,563			131,383			137,835			144,119
NONINTEREST INCOME
Service charges on deposit accounts	7,907			7,690			7,975			7,813			7,359
Fiduciary and wealth management fees	8,200			8,187			7,394			7,397			7,862
Card payment fees	4,500			4,437			4,716			4,537			5,172
Net gains and fees on sales of loans	3,254			4,111			5,517			3,632			2,399
Derivative hedge fees	263			1,049			516			672			1,148
Other customer fees	427			237			384			742			517
Earnings on cash surrender value of life insurance	1,592			3,202			1,761			2,096			1,288
Net realized losses on sales of available for sale securities	(2)			(2,317)			(1,650)			(1,392)			(1,571)
Other income (loss)	497			(152)			1,229			822			823
Total Noninterest Income	26,638			26,444			27,842			26,319			24,997
NONINTEREST EXPENSES
Salaries and employee benefits	58,293			60,967			55,566			54,753			57,459
Net occupancy	7,312			9,089			6,837			6,674			7,259
Equipment	6,226			6,108			5,698			6,181			6,126
Marketing	1,198			2,647			2,369			1,102			1,309
Outside data processing fees	6,889			5,875			6,573			6,604			6,113
Printing and office supplies	353			402			333			434			383
Intangible asset amortization	1,957			2,182			2,182			2,182			2,197
FDIC assessments	4,287			7,557			2,981			2,740			1,396
Other real estate owned and foreclosure expenses	534			1,743			677			916			(18)
Professional and other outside services	3,952			3,981			3,833			4,660			3,698
Other expenses	5,934			7,552			6,805			6,347			7,798
Total Noninterest Expenses	96,935			108,103			93,854			92,593			93,720
INCOME BEFORE INCOME TAX	54,766			46,904			65,371			71,561			75,396
Income tax expense	6,825			4,425			9,005			10,699			11,317
NET INCOME	47,941			42,479			56,366			60,862			64,079
Preferred stock dividends	469			469			468			469			469
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	47,472		$	42,010		$	55,898		$	60,393		$	63,610
Per Share Data:
Basic Net Income Available to Common Stockholders	$	0.80		$	0.71		$	0.95		$	1.02		$	1.07
Diluted Net Income Available to Common Stockholders	$	0.80		$	0.71		$	0.94		$	1.02		$	1.07
Cash Dividends Paid to Common Stockholders	$	0.34		$	0.34		$	0.34		$	0.34		$	0.32
Average Diluted Common Shares Outstanding (in thousands)	59,273			59,556			59,503			59,448			59,441
FINANCIAL RATIOS:
Return on Average Assets	1.04		%	0.92		%	1.24		%	1.34		%	1.42		%
Return on Average Stockholders' Equity	8.47			7.89			10.38			11.29			12.21
Return on Tangible Common Stockholders' Equity	13.21			12.75			16.54			18.04			19.82
Average Earning Assets to Average Assets	92.91			93.62			93.36			93.38			93.35
Allowance for Credit Losses - Loans as % of Total Loans	1.64			1.64			1.67			1.80			1.82
Net Charge-offs as % of Average Loans (Annualized)	0.07			0.10			0.66			0.06			0.01
Average Stockholders' Equity to Average Assets	12.17			11.58			11.87			11.78			11.56
Tax Equivalent Yield on Average Earning Assets	5.65			5.64			5.55			5.36			5.06
Interest Expense/Average Earning Assets	2.55			2.48			2.26			1.97			1.48
Net Interest Margin (FTE) on Average Earning Assets	3.10			3.16			3.29			3.39			3.58
Efficiency Ratio	59.21			63.26			53.91			52.21			51.72
Tangible Common Book Value Per Share	$	25.07		$	25.06		$	22.43		$	23.34		$	22.93


LOANS
(Dollars In Thousands)	March 31,		December 31,		September 30,		June 30,		March 31,
	2024		2023		2023		2023		2023
Commercial and industrial loans	$	3,722,365	$	3,670,948	$	3,490,953	$	3,531,395	$	3,502,204
Agricultural land, production and other loans to farmers	234,431		263,414		233,838		230,003		219,598
Real estate loans:
Construction	941,726		957,545		1,022,261		949,918		960,979
Commercial real estate, non-owner occupied	2,368,360		2,400,839		2,360,596		2,379,819		2,375,410
Commercial real estate, owner occupied	1,137,894		1,162,083		1,153,707		1,179,739		1,244,117
Residential	2,316,490		2,288,921		2,257,385		2,248,473		2,185,943
Home equity	618,258		617,571		609,352		614,366		621,354
Individuals' loans for household and other personal expenditures	161,459		168,388		176,523		172,896		172,389
Public finance and other commercial loans	964,599		956,318		966,807		963,624		959,467
Loans	12,465,582		12,486,027		12,271,422		12,270,233		12,241,461
Allowance for credit losses - loans	(204,681)		(204,934)		(205,782)		(221,147)		(223,052)
NET LOANS	$	12,260,901	$	12,281,093	$	12,065,640	$	12,049,086	$	12,018,409


DEPOSITS
(Dollars In Thousands)	March 31,		December 31,		September 30,		June 30,		March 31,
	2024		2023		2023		2023		2023
Demand deposits	$	7,771,976	$	7,965,862	$	7,952,040	$	8,045,455	$	8,422,387
Savings deposits	4,679,593		4,516,433		4,572,162		4,530,255		4,499,487
Certificates and other time deposits of $100,000 or more	1,451,443		1,408,985		1,280,607		1,160,303		1,040,379
Other certificates and time deposits	901,280		849,906		761,196		680,965		574,886
Brokered certificates of deposits	80,292		80,267		80,571		164,177		166,148
TOTAL DEPOSITS	$	14,884,584	$	14,821,453	$	14,646,576	$	14,581,155	$	14,703,287


CONSOLIDATED AVERAGE BALANCE SHEET AND NET INTEREST MARGIN ANALYSIS
(Dollars in Thousands)
	For the Three Months Ended
	March 31, 2024						March 31, 2023
	Average Balance		Interest Income / Expense		Average Rate		Average Balance		Interest Income / Expense		Average Rate
ASSETS

Interest-bearing deposits	$	575,699	$	6,493	4.51	%	$	172,814	$	637	1.47	%
Federal Home Loan Bank stock	41,764		835		8.00		39,759		542		5.45
Investment Securities: (1)
Taxable	1,783,057		8,748		1.96		1,924,079		9,087		1.89
Tax-exempt (2)	2,246,265		17,229		3.07		2,552,371		20,342		3.19
Total Investment Securities	4,029,322		25,977		2.58		4,476,450		29,429		2.63
Loans held for sale	21,782		328		6.02		23,538		360		6.12
Loans: (3)
Commercial	8,598,110		159,209		7.41		8,483,879		139,661		6.58
Real estate mortgage	2,130,947		22,357		4.20		1,914,640		18,391		3.84
Installment	821,815		16,129		7.85		840,450		13,941		6.64
Tax-exempt (2)	904,412		10,367		4.59		872,877		9,758		4.47
Total Loans	12,477,066		208,390		6.68		12,135,384		182,111		6.00
Total Earning Assets	17,123,851		241,695		5.65	%	16,824,407		212,719		5.06	%
Total Non-Earning Assets	1,306,670						1,197,788
TOTAL ASSETS	$	18,430,521					$	18,022,195
LIABILITIES
Interest-Bearing Deposits:
Interest-bearing deposits	$	5,419,821	$	39,491	2.91	%	$	5,263,601	$	24,662	1.87	%
Money market deposits	3,045,478		27,383		3.60		2,746,047		13,577		1.98
Savings deposits	1,559,877		3,801		0.97		1,826,209		2,965		0.65
Certificates and other time deposits	2,427,859		27,610		4.55		1,466,275		9,481		2.59
Total Interest-Bearing Deposits	12,453,035		98,285		3.16		11,302,132		50,685		1.79
Borrowings	1,011,812		10,552		4.17		1,293,309		11,594		3.59
Total Interest-Bearing Liabilities	13,464,847		108,837		3.23		12,595,441		62,279		1.98
Noninterest-bearing deposits	2,428,170						3,121,277
Other liabilities	295,365						222,352
Total Liabilities	16,188,382						15,939,070
STOCKHOLDERS' EQUITY	2,242,139						2,083,125
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,430,521	108,837				$	18,022,195	62,279
Net Interest Income (FTE)			$	132,858					$	150,440
Net Interest Spread (FTE) (4)					2.42	%					3.08	%

Net Interest Margin (FTE):
Interest Income (FTE) / Average Earning Assets					5.65	%					5.06	%
Interest Expense / Average Earning Assets					2.55	%					1.48	%
Net Interest Margin (FTE) (5)					3.10	%					3.58	%

(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 $5,795 and $6,321 for the three months ended March 31, 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
	March 31,		December 31,		September 30,		June 30,		March 31,
	2024		2023		2023		2023		2023
Net Income Available to Common Stockholders - GAAP	$	47,472	$	42,010	$	55,898	$	60,393	$	63,610
Adjustments:
PPP loan income	—		(7)		(8)		(9)		(25)


Non-core expenses1,2	3,481		12,682		—		—		—
Tax on adjustments	(848)		(3,088)		2		2		6
Adjusted Net Income Available to Common Stockholders - Non-GAAP	$	50,105	$	51,597	$	55,892	$	60,386	$	63,591

Average Diluted Common Shares Outstanding (in thousands)	59,273		59,556		59,503		59,448		59,441

Diluted Earnings Per Common Share - GAAP	$	0.80	$	0.71	$	0.94	$	1.02	$	1.07
Adjustments:
PPP loan income	—		—		—		—		—


Non-core expenses1,2	0.06		0.21		—		—		—
Tax on adjustments	(0.01)		(0.05)		—		—		—
Adjusted Diluted Earnings Per Common Share - Non-GAAP	$	0.85	$	0.87	$	0.94	$	1.02	$	1.07

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.


RETURN ON TANGIBLE COMMON EQUITY - NON-GAAP
(Dollars In Thousands)	Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2024			2023			2023			2023			2023
Total Average Stockholders' Equity (GAAP)	$	2,242,139		$	2,130,993		$	2,154,232		$	2,139,877		$	2,083,125
Less: Average Preferred Stock	(25,125)			(25,125)			(25,125)			(25,125)			(25,125)
Less: Average Intangible Assets, Net of Tax	(732,432)			(734,007)			(735,787)			(737,489)			(739,190)
Average Tangible Common Equity, Net of Tax (Non-GAAP)	$	1,484,582		$	1,371,861		$	1,393,320		$	1,377,263		$	1,318,810

Net Income Available to Common Stockholders (GAAP)	$	47,472		$	42,010		$	55,898		$	60,393		$	63,610
Plus: Intangible Asset Amortization, Net of Tax	1,546			1,724			1,724			1,724			1,734
Tangible Net Income (Non-GAAP)	$	49,018		$	43,734		$	57,622		$	62,117		$	65,344

Return on Tangible Common Equity (Non-GAAP)	13.21		%	12.75		%	16.54		%	18.04		%	19.82		%