ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS. (e) Material Compensatory Plans, Contracts, or Arrangements (1) 2024 Long-Term Equity Incentive Plan. On February 6, 2024, the Board of Directors (the “Board”) of First Merchants Corporation (“First Merchants”) adopted the First Merchants Corporation 2024 Long-Term Equity Incentive Plan (the “2024 LTEIP”), subject to shareholder approval, which was obtained at the 2024 Annual Meeting of Shareholders held on May 7, 2024. The 2024 LTEIP is intended to serve as the successor to the 2019 Long-Term Equity Incentive Plan (the “2019 LTEIP”) and no further awards will be granted under the 2019 LTEIP. The 2024 LTEIP has been designed to promote the interests of First Merchants and its shareholders by providing stock-based incentives to participating employees who are expected to contribute materially to the success of First Merchants and its subsidiaries. The 2024 LTEIP provides a means of rewarding employee performance while encouraging participants to own First Merchants stock. First Merchants believes the 2024 LTEIP will assist its efforts to attract and retain quality employees. The material terms of the 2024 LTEIP are described in “Voting Item 4: Proposal to Approve the First Merchants Corporation 2024 Long-Term Equity Incentive Compensation Plan” in First Merchants’ definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 27, 2024 (the “Proxy Statement” ) , which description is incorporated by reference into this