DEF 14A of 1ST Source Corp, Mar 13, 2026

DEF 14A of 1ST Source Corp

Filed Mar 13, 2026 · FY20250000034782-26-000021

Open on EDGAR

  1. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    PROPOSAL NUMBER 1: ELECTION OF DIRECTORS The Board of Directors is divided into three (3) groups of directors whose terms expire at different times. At the 2026 Annual Meeting, four directors are to be elected for terms expiring in 2029 or until the qualification and election of a successor. In accordance with the Indiana Business Corporation Law, directors will be elected by a plurality of the votes cast, which means that the director nominees who receive the highest number of votes “for” their election are elected. Instructions to withhold authority will result in a nominee receiving fewer votes but will not count as votes “against” the nominee. Abstentions and shares not voted by brokers are not considered “votes cast.” Our bylaws provide that a nominee for reelection who fails to receive a majority of the votes cast shall tender his or her resignation for the Board’s consideration. The Board of Directors, in its sole discretion, will then decide whether or not it is appropriate to accept the resignation. The following information is submitted for each nominee as well as each director and each non-director executive officer continuing in office. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH NOMINEE. The four director nominees named herein are incumbent directors and the Board has determined that the continued service of the incumbent nominees and of the remaining incumbent directors whose terms expire in later years is in the best interests of the Company. The Board has also determined that all directors have demonstrated the ability and willingness to participate in and contribute to the Board and its committee activities. Each is actively involved in civic, community and business affairs. Such involvement is noted below with a representative sample of the boards or organizations with which they are involved.

  2. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    | DIRECTOR NOMINEES | | | | Terms Expiring in April, 2026 (April, 2029 if reelected) | | | | | | Name: Christopher J. Murphy III Age: 79 Principal Occupation(1): Executive Chairman, 1st Source Corporation and 1st Source Bank (since 2025); prior thereto, Chairman of the Board and Chief Executive Officer, 1st Source Corporation (since 2024); and Chairman of the Board, President, and Chief Executive Officer. Also, prior thereto, Chairman of the Board, 1st Source Bank (since 2022); and Chairman of the Board, President, and Chief Executive Officer. Year In Which Directorship Assumed: 1972 Beneficial Ownership of Equity Securities(2)(3) Common Stock: 4,366,608 % of Class: 17.32% | | ● | Over 53 years of banking and business experience, including serving as a Director and/or President and Chief Executive Officer of both 1st Source Corporation or 1st Source Bank for 53 years. Mr. Murphy contributes long-term perspective, current knowledge, and extensive contacts in all communities in which the Company does business. Prior to 1st Source, Mr. Murphy worked at Citibank, and while in college, for the Office of the Comptroller of the Currency, U.S. Department of the Treasury. | | | ● | Extensive knowledge of 1st Source and 1st Source Bank and general knowledge in the finance/banking industry, investments, insurance, venture capital, and real estate investments. | | | ● | Serves as a director of Aunalytics, Inc., representing 1st Source’s investment in this provider of managed data center, data analysis, cloud and other technology related services. | | | ● | Serves or has served on numerous local, regional and national for profit and not-for-profit boards including those of the Federal Reserve Bank of Chicago, the Medical Education Foundation (serves as the citizen’s advisory board of Indiana University Medical School at Notre Dame), and the Indiana State Chamber of Commerce (emeritus). Previously served on the Board and Audit Committee of Beacon Health System, as Chairman of the Board of Regents of the Indiana Academy, and on the board of the Indiana Commission for Higher Education. | | | ● | B.A. in Government from the University of Notre Dame, a J.D. from the University of Virginia Law School and an M.B.A. from the Harvard University School of Business. | | | | | Name: Timothy K. Ozark Age: 76 Principal Occupation(1): Chairman, TKO Finance Corporation (lender to financial services and manufacturing companies); formerly Chairman and Chief Executive Officer, Aim Financial Corporation (mezzanine funding and leasing) Year In Which Directorship Assumed: 1999 Beneficial Ownership of Equity Securities(2) Common Stock: 50,436 % of Class: • | | ● | 46 years of financial experience, including 34 years as founder, Chairman and Chief Executive Officer of Aim Financial Corporation, a mezzanine lender to privately held companies. Mr. Ozark also is President and CEO of TKO Finance Corporation, a lender to financial services and manufacturing companies. Mr. Ozark is also Lead Director of White Lodging Corporation, one of America’s leading hotel developers. From 1980 to 1983, Mr. Ozark served as Executive Vice President of Great American Management Services, Inc. a wholly owned subsidiary of American Financial Corporation of Cincinnati, Ohio which specialized in equipment leasing and lending. From 1984 to 1992, Mr. Ozark served as CEO and President of Meridian Leasing Corporation, one of North America’s largest privately held leasing companies. | | | ● | Expertise in mezzanine funding, lending-leasing and general knowledge of business, finance, and real estate investing. Contributes long-term perspective in all of these areas. | | | ● | Qualifies as an audit committee financial expert under SEC guidelines. | | | ● | Serves as a member of the Visiting Committee to the Division of Biological Sciences and the Pritzker School of Medicine for The University of Chicago and on the board of directors for a number of privately held companies. | | | ● | B.S. in Business Administration from the University of Minnesota and an M.B.A. from St. Cloud State University. | | | ● | Served as an officer in the United States Marine Corps from 1968-1974. | |

  3. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    | | | Name: Todd F. Schurz Age: 65 Principal Occupation(1): Senior Advisor and former President and Chief Executive Officer, Schurz Communications, Inc. (communications, broadband and cloud services) Year In Which Directorship Assumed: 2020 Beneficial Ownership of Equity Securities(2) Common Stock: 14,296 % of Class: • | | ● | 34 years of financial experience, including 15 years as President and Chief Executive Officer and 3 years as President and Chief Operating Officer of Schurz Communications, Inc. (SCI), a diversified, privately-owned communications company, with six broadband companies and managed cloud services companies. SCI has a presence in 13 states, including Indiana and Michigan, as well as Great Britain and Romania. Prior to joining SCI, Mr. Schurz was President and Editor of Associated Desert Shoppers in Palm Desert, California from 1991 to 1995. From 1995 to 2000, he was President, Editor and Publisher of the South Bend Tribune. He then served as SCI’s Vice President of Technology from 2000 to 2005 and as President and General Manager of WSBT Television from 2002 to 2005 before becoming President and Chief Operating Officer of SCI in 2005. He currently serves as the Chair of SCI’s Board. | | | ● | Serves as an independent director of Herschend Enterprises, a themed entertainment company. Mr. Schurz is also an independent board advisor to EBSCO Industries and serves on the University of Notre Dame College of Arts & Letters Advisory Council. | | | ● | Previously served on the boards of Mutual Insurance Company Limited, News Media Alliance, American Press Institute (API), and the CBS Television Network Affiliates Association. Mr. Schurz is also a former Chair of the Memorial Hospital Board, Beacon Health Foundation, the Chamber of Commerce of St. Joseph County, Hoosier State Press Association Foundation, the Poynter Institute’s National Advisory Board, and the coordinating committee for the Regional Approach to Progress. | | | ● | Expertise in media, marketing and communications and general knowledge of business and finance. Contributes long-term perspective in all of these areas. | | | ● | Qualifies as an audit committee financial expert under SEC guidelines. | | | ● | B.A. in History and Economics from Brown University and an M.B.A. from the Wharton School at the University of Pennsylvania. | | | | | Name: Andrea G. Short Age: 63 Principal Occupation(1): President and Chief Executive Officer, 1st Source Corporation (since 2025); prior thereto, President (since 2024); Executive Vice President (since 2022); and Executive Vice President, Treasurer and Chief Financial Officer (since 2013). Also, Chief Executive Officer, 1st Source Bank (since 2025); Prior thereto, President and Chief Executive Officer (since 2022); President (since 2021); and Executive Vice President, Treasurer and Chief Financial Officer (since 2013) Year in Which Directorship Assumed: 2023 Beneficial Ownership of Equity Securities(2) Common Stock: 100,586 % of Class: • | | ● | Over 41 years of banking and business experience, including serving as a Director of 1st Source Corporation and 1st Source Bank and/or President and/or Chief Executive Officer, Treasurer and Chief Financial Officer of both 1st Source Corporation and 1st Source Bank and other positions for 27 years. Ms. Short contributes long-term perspective, current knowledge, and contacts in all communities in which the Company does business. Prior to 1st Source, Ms. Short worked at Crowe LLP and First of America Bank (now PNC). | | | ● | Extensive knowledge of 1st Source and 1st Source Bank and general knowledge in the finance/banking industry. | | | ● | Serves on numerous boards including those of the Medical Education Foundation, the South Bend Elkhart Regional Partnership and ProSight Financial Association. | | | ● | B.A. in Business from Alma College and a graduate of the Harvard University, Graduate School of Business Administration, Advanced Management Program, the Northwestern University Business School's Senior Marketing Program and the University of Chicago’s Booth School of Business Chicago Management Program. | |

  4. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    | OTHER INCUMBENT DIRECTORS | | | | Terms Expiring in April, 2027 | | | | | | Name: Melody Birmingham Age: 54 Principal Occupation(1): Executive Vice President and Group President, NiSource Utilities (natural gas and electric distribution); prior thereto, Executive Vice President, Chief Innovation Officer, NiSource Inc.; Senior Vice President, Chief Administrative Officer, Duke Energy; and Senior Vice President, Chief Procurement Officer, Duke Energy. Year In Which Directorship Assumed: 2018 Beneficial Ownership of Equity Securities(2) Common Stock: 7,984 % of Class: • | | ● | Over 32 years as a seasoned executive and board-level leader including leadership and experience in financial stewardship, enterprise risk management, and large-scale operations across the electric, natural gas, and automotive manufacturing sectors. She serves as Executive Vice President of NiSource, Inc. and Group President of NiSource Utilities, with full profit-and-loss responsibility for six regulated electric and natural gas operating companies serving more than four million customers across six states. In this capacity, Ms. Birmingham provides executive leadership for financial performance, capital deployment, long-term strategy, stakeholder engagement, and operational execution in a highly regulated environment. Ms. Birmingham oversees Federal, State, and Local Government Affairs, Rates and Regulatory Strategy, Growth, Supply Chain, Sustainability, and Environmental. | | | ● | Expertise in financial planning and analysis, budgeting, cost discipline, capital investment governance, and regulatory recovery, as well as leadership of complex rate cases and infrastructure investment programs. Also brings deep expertise in financial reporting, internal controls, enterprise risk management, and regulatory compliance. Her leadership spans oversight of cybersecurity, operational resilience, safety, and business continuity, along with governance of large-scale capital programs and enterprise-wide risk mitigation. | | | ● | Qualifies as an audit committee financial expert under SEC guidelines. | | | ● | Currently serves on the volunteer boards for the One Columbus Partnership and the Columbus Symphony and Orchestra. | | | ● | B.S. in Organizational Leadership and Supervision from Purdue University, an M.B.A. from Strayer University, an Honorary Doctorate in Humane Letters from Saint Mary of the Woods College and successful completion of the Advanced Management Program at Harvard University. | | | | | Name: Tracy D. Graham Age: 52 Principal Occupation(1): Managing Partner of Graham-Allen Partners, LLC, a private investment company focused on building enterprise data and technology businesses, and Chief Executive Officer of Aunalytics, Inc, (a provider of enterprise cloud, analytics, and other technology related services); Director and Chairman of the Board of Directors, LCI Industries Year In Which Directorship Assumed: 2021 Beneficial Ownership of Equity Securities(2) Common Stock: 12,933 % of Class: • | | ● | 30 years of experience in the information technology industry as entrepreneur and executive. Mr. Graham is the Founder and Managing Partner of Graham-Allen Partners, a private equity firm that specializes in investing in, and building, technology and technology-enabled companies. He leverages his long history of successfully acquiring and operating businesses to provide strategic and operational support to a growing portfolio of small and middle-market companies. He is currently focused on leveraging analytics and artificial intelligence to help companies evolve via digital transformation. Prior to Graham-Allen Partners, Mr. Graham co-founded GramTel, Inc. (a managed data center provider). Prior to founding GramTel, he founded Internet Services Management Group, where he led the company to become the second largest privately held Internet service provider in the United States (acquiring and integrating 23 companies). Mr. Graham contributes long-term perspective, current knowledge and extensive contacts in the state in which the Company is located. | | | ● | Unique expertise in enterprise technology, cyber security, cloud, data center and Internet services and data analytics and artificial intelligence. | | | ● | Qualifies as an audit committee financial expert under SEC guidelines. | | | ● | Member of 1st Source Bank Board of Directors since 2012. Member of 1st Source Corporation Board of Directors from 2012 to 2014. | | | ● | Currently serves on the board of LCI Industries, and is a member of the Board of Trustees of the University of Notre Dame. | | | ● | Bachelor of Arts in Sociology from the University of Notre Dame and attended the Indiana University Graduate School of Education. | |

  5. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    | | | Name: Mark D. Schwabero Age: 73 Principal Occupation(1): Retired Chairman, Chief Executive Officer and Director, Brunswick Corporation (2018); Director and Chairman of the Board of Directors, Methode Electronics, Inc. Year In Which Directorship Assumed: 2004 Beneficial Ownership of Equity Securities(2) Common Stock: 28,830 % of Class: • | | ● | Nearly 43 years of total experience in the automotive, marine and commercial vehicle/manufacturing industries, the last 33 of which as a senior executive. Mr. Schwabero had been with Brunswick Corporation for the 15 years preceding his retirement in 2018. He became Chairman and Chief Executive Officer in February 2016 after having served as President and Chief Operating Officer of Brunswick Corporation and prior thereto as President of Mercury Marine. | | | ● | Detailed knowledge of the transportation, recreational and marine industries as well as long-term perspective in manufacturing and general management expertise. Public company experience. | | | ● | Named by CEO Today Magazine as one of the top 100 CEOs in America for U.S. based companies for 2018. | | | ● | Qualifies as an audit committee financial expert under SEC guidelines. | | | ● | Former director of National Exchange Bank & Trust. | | | ● | Serves on the Advisory Committee of The Ohio State University Center for Automotive Research. | | | ● | Past Chairman of the National Marine Manufacturers Association. | | | ● | B.S. and M.S. in Industrial and Systems Engineering from The Ohio State University. | | | | | Name: Ronda Shrewsbury Age: 60 Principal Occupation(1): President and Chief Executive Officer, RealAmerica, LLC (real estate development and property management) Year In Which Directorship Assumed: 2021 Beneficial Ownership of Equity Securities(2) Common Stock: 12,921 % of Class: • | | ● | Over 34 years of experience in multifamily, commercial, land and office development serving as President of RealAmerica Companies for 31 years. As the primary owner and founder, Ms. Shrewsbury provides strategic direction and vision for four Women Business Enterprise-certified, vertically integrated companies. She holds an active Indiana Principal Brokers License and seeks opportunities to live out her passion of providing quality, supportive housing. Ms. Shrewsbury contributes long-term perspective, current knowledge and extensive contacts in the state in which the Company is located. | | | ● | Extensive knowledge of real estate development, design, construction, and management of affordable, market-rate, commercial, senior living, and self-storage properties. Expertise in tax credit financing, historic tax credits, HUD and other financing products for new construction, adaptive reuse, historic rehab and preservation developments. | | | ● | Qualifies as an audit committee financial expert under SEC guidelines. | | | ● | Founder of Legacy25, a non-profit organization dedicated to providing support and services for affordable housing communities. Serves as Past President and founding member of the Indiana Affordable Housing Council and Chair of the Governmental Affairs Committee. | | | ● | Serves as immediate Past Chair of the Board of the Indianapolis Zoo, and other philanthropic boards. Her past service includes multiple leadership roles in the Young Presidents Organization including as Chapter Chair in Indiana and Illinois, Central U.S. Regional Board and International Forum Committee and on the board of the Near North Development Corporation. | | | ● | B.S. in Finance/Real Estate from Indiana University School of Business. | |

  6. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    | Terms Expiring in April, 2028 | | | | | | Name: John F. Affleck-Graves Age: 75 Principal Occupation(1): Professor Emeritus, University of Notre Dame; prior thereto, Chaired Professor of Finance and Executive Vice President and Chief Financial Officer, University of Notre Dame. Year In Which Directorship Assumed: 2019 Beneficial Ownership of Equity Securities(2) Common Stock: 20,250 % of Class: • | | ● | Mr. Affleck-Graves served as Executive Vice President and Chief Financial Officer of the University of Notre Dame from 2004 to June 2019. Prior to that he had served as Vice President and Associate Provost for the University and served on the Notre Dame faculty from 1986 to 2000 (the final three years as Chairman of the Department of Finance and Business Economics). He spent one year at Florida State University as the Patty Hill Eminent Scholar in Finance and returned to Notre Dame in 2001. | | | ● | Also serves as a director of Aunalytics, Inc., a provider of managed data center, data analysis, cloud and other technology related services. | | | ● | Author of over 50 finance research articles including several in the leading finance and accounting academic journals. | | | ● | Contributes expertise in financial analysis, statistical analysis and Economic Value Added analysis. | | | ● | Qualifies as an audit committee financial expert under SEC guidelines. | | | ● | Former chair of the Regional Development Authority for the north central region of Indiana. | | | ● | Bachelor’s and Master’s degrees in finance and Doctoral degree in mathematical statistics from the University of Cape Town. | | | | | Name: Daniel B. Fitzpatrick Age: 68 Principal Occupation(1): Chairman, President and Chief Executive Officer, Quality Dining, Inc. (quick service and casual dining restaurant operator) Year In Which Directorship Assumed: 1995 Beneficial Ownership of Equity Securities(2) Common Stock: 49,079 % of Class: • | | ● | 44 years of business experience as the founder, Chairman, President and Chief Executive Officer of Quality Dining, Inc. As head of a locally headquartered, multi-concept restaurant company with operations located in three states, Mr. Fitzpatrick contributes long-term perspective, current knowledge, and extensive contacts in communities in which the Company does business. | | | ● | Expertise in the restaurant industry and general knowledge of food services retailing. | | | ● | Qualifies as an audit committee financial expert under SEC guidelines. | | | ● | Serves as Lead Director. | | | ● | Serves as Past Chairman of the Holy Cross College Board of Trustees and is a board member for St. Joseph the Protector Foundation, both in South Bend. Mr. Fitzpatrick has served with nearly two dozen other community organizations. | | | ● | B.A. in Business Administration from the University of Toledo. | |

  7. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    | | | Name: Christopher J. Murphy IV(4) Age: 56 Principal Occupation(1): Owner and Chief Executive Officer, Catharsis Productions, LLC (training programs) Year In Which Directorship Assumed: 2011 Beneficial Ownership of Equity Securities(2) Common Stock: 148,574 % of Class: • | | ● | 26 years of business experience as co-founder, owner and Chief Executive Officer of Catharsis Productions, LLC. | | | ● | Contributes general business knowledge, long-term perspective and expertise in entrepreneurship, government contracting and creative marketing and development expertise. | | | ● | Although not eligible to serve on the Audit Committee, meets the criteria to be an audit committee financial expert under SEC guidelines. | | | ● | Served as co-chairperson of MEN (Men Endorsing Non-Violence) Illinois state subcommittee and served as board member for Interaction (non-profit organization.) | | | ● | B.A. in Liberal Studies, Communications and Theatre and an M.B.A. from the University of Notre Dame. | | | | | Name: Isaac P. Torres Age: 58 Principal Occupation(1): President and Chief Executive Officer, InterCambio Express, Inc. (Internet-based money transfer service) Year In Which Directorship Assumed: 2022 Beneficial Ownership of Equity Securities(2) Common Stock: 10,978 % of Class: • | | ● | Over 26 years of experience in an Internet-based industry as founder, President and Chief Executive Officer of InterCambio Express, Inc. InterCambio Express has its USA headquarters in Elkhart, Indiana and a Mexican subsidiary located in Puebla, Mexico. Prior to founding InterCambio Express, Inc., Mr. Torres served as Chief Financial Officer of the German transnational company Hoechst AG (now Sanofi-Aventis) and as a senior auditor for Price Waterhouse Coopers. Mr. Torres contributes long-term perspective, current knowledge and extensive contacts in the state in which the Company is located as well as internationally. | | | ● | Expertise in Internet-based industries and international payments systems as well as extensive skills in finance, accounting and international business. | | | ● | Attained CAMS (Certified Anti-Money Laundering Specialist) certification. | | | ● | Qualifies as an audit committee financial expert under SEC guidelines. | | | ● | Active in the community serving on boards including the Indiana University Board of Trustees, Community Foundation of Elkhart County, Women’s Care Center, and RISE-Moxie. | | | ● | Bachelor’s degree in Accounting from The National Autonomous University of Mexico - UNAM (Universidad Nacional Autónoma de Mexico) and an M.B.A. from Indiana University. | |

  8. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    | | | | Beneficial Ownership of Equity Securities(2) | | | Name | Age | Title | Common Stock | % of Class | | Executive Officers of the Company (Non-Directors) | | | | | | Brett A. Bauer | 54 | Executive Vice President, Treasurer and Chief Financial Officer, 1st Source Corporation and 1st Source Bank (since 2025); prior thereto, Senior Vice President, Treasurer and Chief Financial Officer, 1st Source Corporation and 1st Source Bank (since 2021); prior thereto, Vice President and Chief Investment Officer of the Funds Management Division of 1st Source Bank (since 2012) | 30,711 | • | | Jeffrey L. Buhr | 66 | Executive Vice President and Chief Credit Officer, 1st Source Bank (since 2014) | 74,160 | • | | Kevin C. Murphy(4) | 51 | Executive Vice President, 1st Source Corporation and President, 1st Source Bank (since 2025); prior thereto, Executive Vice President and Chief Digital Officer, 1st Source Bank (since 2022) and Senior Vice President and Group Head, Digital & Electronic Banking, IT & Marketing Strategy (since 2020) | 155,908 | • | | All Directors and Executive Officers as a Group (15 persons) | | | 5,084,254 | 20.17% | | • Represents holdings of less than 1%. | | | | | | (1) The principal occupation represents the employment for the last five years for each of the named directors and executive officers. Directorships presently held or held within the last five years in other corporations with publicly registered securities are also disclosed. | | | | | | (2) Based on information furnished by the directors and executive officers as of February 12, 2026. | | | | | | (3) See footnote (2) to the Voting Securities and Principal Holders Thereof table above. | | | | | | (4) Christopher J. Murphy IV and Kevin C. Murphy are Mr. and Mrs. Murphy III’s sons. | | | | |

  9. Company Performance

    Company Performance The Committee evaluated the Company’s 2025 performance during early 2026. The Company met many of its quantitative and qualitative objectives for 2025 despite a variety of economic challenges and volatility. Highlights included: •The Company achieved net income of $158.3 million in 2025. This was a 19.3% increase from 2024 and was the highest achieved in the Company’s history. •The Company earned $6.41 per share which was a 19.6% increase from 2024. •The Company continued 38 years of dividend increases. •The Company achieved a return on average assets of 1.76%. This placed it in the top 8% of all publicly-traded $3 to $10 billion peer companies as of the date of its annual review period. •The Company grew its average loans outstanding to $6.93 billion, a 5.1% growth over the prior year. •The Company had net loan losses of 0.06% of average net loans and leases outstanding. •The Company ended the year with a nonperforming assets ratio of 1.10% and a reserve for loan and lease losses of 2.30%. •The Company continued to exceed the minimum regulatory requirements for Well Capitalized banks. •The Company was one of 16 banks to be included in the Keefe, Bruyette & Woods, Inc. (KBW) Bank Honor Roll, which consists of banking institutions that have had 10 consecutive years of increased earnings per share. •The U.S. Small Business Administration (SBA), Indiana District recognized the Company with a Gold Level Award in the Community Lender category for the thirteenth consecutive year. The award honors 1st Source Bank for delivering the greatest number of SBA loans in Indiana in 2025 among Community Banks with less than $10 billion in assets. •Monitor Magazine, serving the equipment financing industry, listed the Company as one of the “Best Companies in Equipment Financing” for 2024-2025. It ranked the Company as #33 among the Top 100 Equipment Finance companies in the U.S. and as #20 among the bank-affiliated finance companies. •The Company was named by Forbes’ as one of America’s Best Banks, ranking #26 of 100. Bank Director Magazine ranked the Company #19 overall and #8 of banks between $5 billion and $50 billion in assets on their Bank Performance Scorecard. •The Company was ranked by S&P Global Market Intelligence’s unit as #25 among the Top 50 Community Banks with $3B to $10B in assets. •The Company was recognized by Forbes as One of America’s Best Banks and Best Midsize Employers. •The Company was honored with the Indiana Banker’s Association’s (IBA) Commitment to Community award in the category of banks with $3 billion and above in assets. •The Company maintained its #1 deposit share in its 16 contiguous county market. •The Company continued development of succession management in a variety of positions. •The Company opened a branch in Carmel, Indiana. The Company relocated its Kalamazoo and Winamac branches and completed renovations at its Kouts, Portage Avenue and Elkhart West branches. To understand the Company’s performance in relative terms the Committee compared it to a number of other peer groups variously reflecting the Company’s geographic markets, its business line focus, and its size and complexity. These include the following bank holding companies, all of which are publicly-traded:

  10. Company Performance

    The Committee compared the Company’s performance for the first three quarters of 2025 to its selected peer groups using ratios including those shown below. The Company continued to show consistent financial performance equal to or superior to most peers while maintaining stable credit quality and a strongly reserved position. Peer group amounts shown are the median in the peer group and the Company’s ranking in the group is set forth below the peer group metric, with a 1 ranking indicating the best result:

  11. Company Performance

    | | Midwest Peer Group (17 members) Sept 2025 YTD Median | National Commercial & Industrial Concentration Peer Group (18 members) Sept 2025 YTD Median | National $3 to $10 Billion Assets Peer Group (198 members) Sept 2025 YTD Median(1) | 1st Source Sept 2025 YTD | 1st Source Dec 2025 YTD | | Return on average total assets | 1.32% 3 | 1.18% 1 | 1.10% 19 | 1.75% | 1.76% | | Return on average common equity | 10.24% 5 | 10.15% 5 | 10.98% 54 | 13.24% | 13.16% | | Net income growth | 15.76% 9 | 14.86% 9 | 19.28% 99 | 15.76% | 19.34% | | EPS Growth | 8.43% 8 | 10.87% 6 | 20.31% 58 of 99 | 15.89% | 19.59% | | Net interest margin on a tax-equivalent basis | 3.76% 6 | 3.48% 3 | 3.47% 37 | 4.00% | 4.07% | | Net charge-offs to average net loans and leases outstanding | 0.18% 6 | 0.17% 4 | 0.07% 100 | 0.08% | 0.06% | | Nonaccrual loans and leases, restructured loans and other real estate to loans and leases and other real estate(2) | 0.90% 12 | 0.65% 15 | 0.75% 138 | 1.04% | 1.20% | | Allowance for loan and lease losses to net loans and leases outstanding | 1.29% 1 | 1.24% 1 | 1.18% 7 | 2.32% | 2.30% | | Noninterest income to average assets (3) | 0.86% 5 | 0.83% 7 | 0.72% 54 | 0.96% | 0.96% | | Noninterest expense to average assets (3) | 2.41% 7 | 2.46% 6 | 2.39% 95 | 2.37% | 2.39% | | Efficiency ratio (3) | 54.54% 3 | 58.28% 1 | 59.93% 21 | 49.60% | 49.32% | | (1) Computed based on the companies included in the September 2025 Bank Holding Company Performance Report. | | | | | | | (2) This is a ratio shown on the Bank Holding Company Performance Report selected to facilitate peer comparisons and different from the nonperforming assets ratio mentioned in the bullet points at the beginning of this section. | | | | | | | (3) Noninterest income and expense computed net of leased equipment depreciation. | | | | | |

  12. Company Performance

    The Committee also compared the Company’s total return over the past five years with the total return of the publicly-traded members of the Midwest and National Commercial & Industrial Concentration Peer Groups as well as the group of publicly-traded banking companies in Illinois, Indiana, Michigan, Ohio, and Wisconsin and all NASDAQ traded companies shown in the Annual Report: * Assumes $100 invested on December 31, 2020, in 1st Source Corporation common stock, NASDAQ market index, banking companies in Illinois, Indiana, Michigan, Ohio, and Wisconsin, and the In-Market, Midwest, and National Commercial & Industrial Concentration peer group. ** The Morningstar Weighted NASDAQ Index Return is calculated using all companies which trade on the NASDAQ Stock Market. It includes both domestic and foreign companies. The index is weighted by the then current shares outstanding and assumes dividends reinvested. The return is calculated on a monthly basis. *** The peer group is a market-capitalization-weighted stock index of 33 banking companies in Illinois, Indiana, Michigan, Ohio, and Wisconsin. NOTE: Total return assumes reinvestment of dividends.

  13. Base Salaries

    Base Salaries •Why we pay this component. Annual base salaries are designed to provide 1st Source executives with a basic level of cash compensation that is competitive in view of their qualifications, responsibilities and performance. Executive salaries are administered under the 1st Source Salary Administration Program applicable to all exempt employees. Through this program, each exempt job is graded under direction of the Human Resources Division and placed in a salary range with a midpoint targeted for the 50th percentile of the market range. Management monitors and re-calibrates the job grades and salary ranges by regularly evaluating market pay for particular positions as openings occur, as jobs change or as managers raise questions about the competitiveness of the pay for certain jobs. In addition, management periodically studies the competitiveness of its salary structure (ranges and job grades) by reference to market and industry information from a variety of sources, including Pearl Meyer, Compdata Surveys, Salaries.com, Blanchard, Crowe, ABA and McLagan (now Aon Consulting, Inc.). As noted, in late 2021, the Committee sought validation and advice from Blanchard Consulting Group concerning management’s processes and information for base salaries as well as total compensation. •How we determine the amount. For the NEOs, the Executive Compensation and Human Resources Committee annually evaluates base salaries and total compensation by reference to the same sources used for the Company’s Salary Administration Program. It also reviews the public information available from proxy statements on compensation paid to NEOs of peer organizations. The Committee reviews information for the CEO, CFO and, to the extent peer information is available, other NEOs compared to its Midwest peer group (see list above under Company Performance), a nationwide peer group of banking companies with a concentration of commercial and industrial loans (see list above under Company Performance), a nationwide peer group of banking companies with $3 billion to $10 billion in assets, and a nationwide peer group of publicly traded banking companies of all sizes. The Committee uses the peer group data as a point of reference and one of several factors in setting base salaries and other components of compensation for the NEOs. If any component of compensation for the NEOs varies significantly from the median of those in our peer group, then the Committee considers the circumstances (e.g. tenure, experience, historical performance) and whether an adjustment to one or more components of compensation is warranted. The Committee continued to reference the Blanchard peer groups as well as the peer groups traditionally used by 1st Source as it determined base compensation changes in 2025 and awarded incentive compensation for 2025 for the named executive officers. Increases to base salaries are considered annually. Management evaluates market conditions and proposes a salary performance grid that provides the range of authorized merit increases for each level of performance rating in each quadrant of the applicable salary ranges. The Executive Compensation and Human Resources Committee reviews, adjusts and approves the proposed grid each year. All of the NEOs, including the Chief Executive Officer, are eligible to receive annual salary increases approved under the Salary Administration Program. An exempt employee’s base salary will increase based on his or her position in the salary range and individual performance rating determined through the annual performance review process. Performance ratings are based on a scale of 1 to 5 with a 3 rating representing performance that meets expectations. The Committee applies the salary performance grid used for all exempt employees when determining base salary increases for Ms. Short and the other NEOs. The Committee evaluates Ms. Short’s performance each year looking at, among other factors, the Company’s return on assets, return on equity, its absolute earnings, and the overall performance of the Company relative to its annual budget plan and long-term strategic plan approved by the Board of Directors. Her responsibilities also include representing the Company to its various constituencies, ensuring the Company’s ongoing community engagement, and ensuring the development of a culture of client service, long-term financial performance, teamwork, corporate integrity, and long-term success. The Committee granted Ms. Short an increase of $115,000 in base salary for 2026 based on her 2025 performance and her promotion to Chief Executive Officer. Mr. Murphy and Ms. Short evaluate the performance of the other NEOs besides themselves and makes recommendations for their annual increases to the Committee. The progression of increases in base salary for each of the NEOs is shown in the Summary Compensation Table below.

  14. Annual Incentive Awards Under the Executive Incentive Plan (EIP)

    Annual Incentive Awards Under the Executive Incentive Plan (EIP) •Why we pay this component. The EIP is designed to reward the NEOs and other participants for performance with a long-term emphasis. Annual incentive awards achieve this balance with payments of both cash and stock. The annual cash awards provide participants with immediate recognition of achieving annual performance criteria. The Committee regularly approves a matching award equal to the full value of, or a portion of, the value of the cash award to be paid in the form of book value shares or market value shares so that participants become long-term investors in the Company. “Book value shares” refers to shares of common stock awarded under the EIP that may not be transferred and may only be sold to the Company at book value. The Committee has generally made annual matching awards of 50% to 100% in book value stock to provide participants with the opportunity to build and increase the value of their ownership of 1st Source during the course of a long career with the Company. The value of this stock only grows if the Company continues to perform. Also, a long-term holding requirement for those shares further establishes alignment between the long-term benefit to the participants and the interests of our shareholders. The Company has chosen book value stock as the primary form of incentive stock because book value is the one value that members of management and sales and service personnel directly affect by their individual and collective actions. Earnings of the Company are either added to the book value per share or paid out as dividends on all outstanding shares (including book value shares whether or not still subject to forfeiture). In this way, book value more closely reflects the real economic value of the Company and is not subject to fluctuations in the stock market that are unrelated to the long-term performance of the Company. Inappropriate risk-taking is discouraged through the five year forfeiture period of book value share awards because imprudent short-term risk taking would be likely to impair the long-term value of awards. Inappropriate risk-taking is further discouraged through restrictions on the sale of book value shares that, with limited exceptions, require recipients to hold the shares until retirement and then sell them back to the Company at the then book value, with the purchase price payable in installments over a five year period. The limited exceptions allow executives, subject to the Committee’s approval, to sell back to the Company up to 50% of those book value shares for which the risk of forfeiture has been lapsed for seven or more years and only for the purchase of a personal residence or second home, college education tuition or financial hardship. The Company believes that equity-based compensation using book value stock under the EIP ties participants’ economic incentives directly to the long-term, substantive and sustainable economic performance of the Company. It encourages them to make sound business decisions that will grow the Company carefully over time and strengthen its financial position and should discourage decisions designed only for short-term personal gain. This decision-making for the long-term is reinforced as these stock awards can become a significant portion of a participant’s net worth over time. •How we determine the amount. Awards under the EIP are determined annually following the close of the fiscal year based on performance against a series of metrics selected and weighted for each participant at the beginning of the year. The EIP offers participants the potential for an annual cash award and a long-term stock award. ▪Annual Cash Awards: Each management participant under the EIP is assigned a “partnership level” percentage that is the starting point for determining his or her annual cash award. Partnership level percentages range from 4.25% to 15% of the salary range midpoint assigned by the Committee for purposes of computing the EIP award or the base salary of a participant. For 2025, the partnership level percentage of the NEOs was 15% of base salary for Mr. C. Murphy and 10% of base salary for Ms. Short and Messrs. Bauer, Buhr and K. Murphy. The “base bonus” for each NEO participant is equal to the participant’s base salary multiplied by the relevant partnership share percentage. That dollar amount is further adjusted up or down by the “Company Performance Factor.” Beginning in 2023, the Committee decided to use a Company Performance Factor based on the Company’s return on assets performance compared to the performance of its $3 to $10 billion peer group. The Company Performance Factor is set at 100% at the 50% percentile and then is increased by 1% for each percentile above 50% to a maximum Company Performance Factor of 125% at the 75th percentile level or above. The Company Performance Factor is reduced by 2.5% for each percentile below 50% to a minimum of 75% at the 40th percentile level. As all year-end peer group results were not available at the time the Committee made its annual awards in February 2026, the Committee used the year-to-date results as of September 30, 2025 but reserved the right to subsequently adjust the awards based on the final year-end results if it deems necessary. For September 2025 year-to-date, the Company’s reported return on assets of 1.75% resulted in the Company performing at the 92nd percentile level compared to its $3 to $10 billion peer group. This translated to a positive adjustment of 25% for the Company Performance Factor. Thus, the Company Performance Factor for 2025 was 125%. The Committee is authorized to make adjustments to reported net income and return on assets for purposes of determining the Corporate Performance Factor and other EIP performance metrics. Historically, the Committee has done so when, in the Committee’s judgment, the reported net income included unusual or one-time items that distorted the true substantive or normalized earnings of the Company. The Committee chose to use the Company’s reported net income of $158.3 million as the starting metric. The Committee chose to exclude the Company’s losses of $8.7 million from the sale of available-for-sale securities for repositioning of the investment securities portfolio (net of $1.5 million in incremental interest income earned from these transactions and related income tax effects), and the Company’s $1 million contribution to the 1st Source Foundation, which the Committee had pre-approved. These adjustments were used as noted in the corporate-level performance goals below. For each individual, the base bonus after adjustment for the Company Performance Factor is further adjusted up or down between 0% and 300% based upon the participant’s performance against a set of corporate, group and individual performance goals established at the beginning of the fiscal year. Target amounts are scored at 150% of weighting for staff management personnel while they are scored at 200% for sales, credit and line management personnel. For example, if the Company achieves a corporate-level goal exactly at target and the goal is weighted for the individual at 10%, a staff person’s result is scored as 15% of their base salary or salary range midpoint assigned for EIP purposes while a sales, credit or line person’s result is scored as 20% of their base salary or salary range midpoint assigned for EIP purposes. The total of the annual cash and stock awards to a single participant may not exceed $1 million. The corporate-level financial performance goals for each of the NEOs in 2025 included a combination of the following depending upon the NEO’s role and responsibilities:

  15. Annual Incentive Awards Under the Executive Incentive Plan (EIP)

    | Objective | Minimum | Target | Maximum | Actual | | Net income (000’s)(1) | $137,397 | $139,875 | $146,868 | $164,813 | | Return on assets(1) | 1.44% | 1.56% | 1.83% | 1.84% | | Exceed median ROA results for $3 to $10 billion peers(2) | 60 of 110 | 55 of 110 | 37 of 110 | 9 of 110 | | Return on common equity(1) (3) | 11.02% | 11.22% | 12.13% | 13.05% | | Revenue growth(1) | 4.26% | 5.68% | 9.94% | 12.68% | | Expense to revenue ratio(1) | 53.40% | 52.35% | 48.42% | 49.27% | | Loan growth | 3.80% | 5.07% | 7.60% | 5.10% | | Core deposit growth(4) | 1.82% | 3.77% | 5.65% | 4.29% | | Year-end nonperforming assets | 1.26% | 0.90% | 0.32% | 1.10% | | Net charge offs and other credit-related losses to average loans, leases, repossessed assets and other real estate | 0.38% | 0.15% | 0.08% | 0.06% | | Net new primary relationships | 90% of Target | Target | 130% of Target | 21% of Target | | (1) Actual amounts computed using adjustments described above. | | | | | | (2) Computed as of September 30, 2025 for reasons discussed above. | | | | | | (3) Computed based on common equity excluding accumulated other comprehensive loss. | | | | | | (4) Core deposits are defined as total deposits excluding brokered deposits and time deposits over $250,000. | | | | |

  16. Annual Incentive Awards Under the Executive Incentive Plan (EIP)

    The corporate financial performance goals assigned to each of the NEOs and the weightings of corporate, group and individual performance goals for each of the NEOs were as follows:

  17. Annual Incentive Awards Under the Executive Incentive Plan (EIP)

    | Objective | Mr. C. Murphy | Ms. Short | Mr. Bauer | Mr. K. Murphy | Mr. Buhr | | Corporate Financial Performance Goals | | | | | | | Net income | 15% | 10% | 10% | 5% | 5% | | Return on assets | 10% | 5% | 10% | 5% | 10% | | Exceed median ROA results for $3 to $10 billion peers | 15% | 10% | 10% | 10% | 10% | | Return on common equity | 10% | 5% | 5% | — | — | | Expense to revenue ratio | 15% | 5% | 25% | 10% | 5% | | Revenue growth | 5% | 10% | 10% | 10% | 5% | | Loan growth | — | 10% | — | — | 5% | | Core deposit growth | — | 15% | 10% | 10% | — | | Year-end nonperforming assets | 10% | 10% | — | — | 15% | | Net charge offs and other credit-related losses to average loans, leases, repossessed assets and other real estate | 10% | 5% | — | — | 15% | | Net new primary relationships | 10% | 15% | 10% | 10% | 5% | | Group financial performance goals | — | — | 10% | 20% | 25% | | Electronic Products and Digital Adoption | — | — | — | 20% | — | | Total weighting | 100% | 100% | 100% | 100% | 100% | | Target amount scoring | 200% | 200% | 150% | 150% | 200% | | (1) Score based on total Company for Mr. C. Murphy and Ms. Short and on their respective reporting units for Mr. Bauer, Mr. K. Murphy, and Mr. Buhr. | | | | | |

  18. Annual Incentive Awards Under the Executive Incentive Plan (EIP)

    In assessing performance against these performance goals, the Committee considers quantitative and qualitative factors, and ultimately uses its judgment when determining the amount and terms of individual awards. The qualitative factors the Committee considers to adjust awards include: •The recommendations of Mr. C. Murphy and Ms. Short with respect to the achievement of group and individual performance goals of the other NEOs and all other participants in the EIP. •An analysis of competitive marketplace compensation data as described above; •An analysis of the Company’s performance compared to its peer groups as described above; •An analysis of the Company’s performance compared to its overall quantitative and qualitative goals; •The executive’s level of responsibility and ability to influence the Company’s performance; •The executive’s level of experience, skills and knowledge; •The need to retain and motivate highly talented executives; •Corporate governance considerations related to executive compensation; and •The Company’s current business environment, objectives and strategy. For 2025, Mr. C. Murphy and Ms. Short received the award as computed based upon quantitative factors. Mr. Buhr was scored as part of sales, credit and line management personnel. Mr. Bauer and Mr. K. Murphy were scored as part of staff management personnel. ▪Annual cash awards: These are paid following the Committee’s approval of the awards. For the NEOs, the Committee approved cash awards for 2025 performance as follows:

  19. Annual Incentive Awards Under the Executive Incentive Plan (EIP)

    | Mr. C. Murphy | $405,150 | Mr. K. Murphy | $112,350 | | Ms. Short | $145,150 | Mr. Buhr | $120,700 | | Mr. Bauer | $102,250 | | |

  20. Annual Incentive Awards Under the Executive Incentive Plan (EIP)

    These amounts are shown on the 2025 lines of the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table below. ▪Annual Book Value Stock Awards: The amount of the annual cash award under the EIP is matched with an equal amount of book value stock that is subject to forfeiture ratably over a five-year period in the event the Company fails to achieve designated annual performance hurdles or the participant’s employment terminates. For 2025, the Committee chose a 3% EPS growth requirement or a 1.20% annual return on assets. The Committee believes that this combination of requirements collectively represents a reasonable hurdle for participants to motivate future performance based on, among other factors, the peer group performance documented above. The Committee also has the authority under the EIP to evaluate whether forfeiture of book value shares is inappropriate if the Company’s performance results are in the top quartile of its peer groups notwithstanding failure of the Company to achieve the performance hurdles. This additional authority gives the Committee flexibility to respond to external events or market conditions. Mr. C. Murphy’s annual cash award is matched with an equivalent value in book value stock subject to the same performance hurdles as with all employees under the EIP. As the risk of forfeiture lapses over the five year period based on achievement of performance hurdles, he is paid the value of book value stock in cash. His book value stock awards ultimately paid in cash are shown in the “Stock Awards” column of the Summary Compensation Table in the year the awards are made, consistent with the presentation for the other NEOs. The Committee believes Mr. C. Murphy’s ownership interest in the Company is already significant and sufficiently aligned with shareholder interests that the book value share awards under the EIP can be denominated and paid in cash as the forfeiture risk lapses without impairing the objectives of the EIP. The annual stock awards for 2025 performance were made in calendar year 2026. As required by SEC rules, the 2025 stock award amounts for the NEOs will be shown in next year’s proxy statement on the 2026 lines under the Stock Awards column of the Summary Compensation Table. The annual book value stock awards for 2024 (made in 2025) are shown on the 2025 lines of the “Stock Awards” column of the Summary Compensation Table below as required by SEC rules.

  21. Long-Term Plan Awards Under the EIP

    Long-Term Plan Awards Under the EIP

  22. •Why we pay this component

    •Why we pay this component In addition to the annual incentive award of cash and book value stock, the EIP also offers management participants an additional periodic award of cash and stock in the event the Company achieves longer-term performance goals. These performance goals are established periodically (usually every 3 years) as part of the Company’s ongoing long-term strategic planning process. These awards are also designed to reward consistent individual performance over the long-term as individual performance is calculated based on the participant’s average annual incentive awards under the EIP over the three-year period. These awards further reinforce alignment with the interests of our shareholders by encouraging a long-term view with sound strategic planning and risk management and providing participants with an opportunity for additional ownership of the Company but with the same market risk to which shareholders of the Company are exposed. ▪Calculation of Amount of the Long-Term Plan Awards: The most recent 3-year performance goal period ended in 2022 with targets set in early 2020 and awards being determined and paid in early 2023. The 2020-2022 targets, results and cash payments to the NEO’s were reported in our 2023 proxy statement. The goals for the 2023-2025 period include the following:

  23. •Why we pay this component

    (1) Three original goals — average total assets, Community Bank loans (non-Specialty Finance Group) to total loans, and percent of diverse exempt colleagues of total exempt colleagues at year-end – were not included in the final scoring for Ms. Short, Mr. Bauer, Mr. K. Murphy and Mr. Buhr and the percentages were allocated on a roughly pro rata basis to the remaining goals. The Community Bank loans (non-Specialty Finance Group) to total loans goal was included in Mr. C. Murphy’s score at his request and was scored at zero. The other two goals were not included in his score. His total award was lowered by $140,300 as a result of his separate changes. Company performance is scored at 50% for minimum, 100% for target and 200% for maximum. The three-year awards then are calculated based upon a pre-determined mathematical formula that multiplies the Company’s weighted performance relative to its long-term goals by an assigned percentage and then by the participant’s average annual incentive award under the EIP over the three-year period. The participant may earn from 0% to 200% of his/her average annual incentive awards over the three-year period. The total of the annual cash and stock awards to a single participant may not exceed $1 million. For the 2023-2025 period, the assigned percentages of the NEOs for purposes of the three year long-term awards are as follows:

  24. Annual Incentive Awards Under the Strategic Deployment Incentive Plan (SDIP)

    Annual Incentive Awards Under the Strategic Deployment Incentive Plan (SDIP) •Why we pay this component. NEOs have an additional incentive compensation plan available to them which is designed to encourage execution of the Company’s strategic objectives on an annual and a long-term basis. NEOs and other members of senior management are eligible to participate. Mr. C. Murphy, Ms. Short and Messrs. Buhr, K. Murphy and Bauer were participants in the SDIP for 2025. Any awards (“Awards”) made to participants under the SDIP are performance-based compensation with three dimensions. First, the SDIP is designed to encourage the participants to focus on initiatives that support the Company’s long-term strategic objectives but not at the expense of failing to meet our annual performance goals approved by the Board. Thus, there will be no Awards unless the Company achieves its minimum net income goal. Second, the amount of the Awards is calculated as a percentage of the Company’s annual net income. Sharing a modest portion of net income with the participants who successfully lead and execute the initiatives designed to meet the Company’s long-term strategic objectives directly aligns their performance on these initiatives with the long-term interests of shareholders. The Committee sets a range for each of the participants reflected by a minimum, target and maximum percentage of net income. In setting the percentages, the Committee considers the roles and responsibilities of each participant with respect to the Company’s long-term strategic objectives. Third, the Committee determines the final percentage of net income within the respective pre-established ranges by reference to pre-established shared and/or individual goals for the participants that support the Company’s long-term strategic objectives (“Annual Strategic Goals”). The Committee assigns Annual Strategic Goals to each of the participants at the beginning of each calendar year using objective performance targets or criteria and weightings among the Annual Strategic Goals. The Committee then uses the results achieved during the calendar year (individually or in aggregate) to determine the Award for each participant within the applicable range of percentages of net income. See “How we determine the amount” below for calculation and the payment of awards. All determinations of eligibility, Annual Strategic Goals, financial metrics and formulas for calculation of Awards for a calendar year are established by the Committee in writing. No Award to any single participant can exceed $1 million in one calendar year. No performance measures for a participant’s Annual Strategic Goals will allow for any discretion by the Committee to increase an Award over the maximum percentage of net income determined by the Committee at the beginning of the calendar year, but the Committee does have discretion to reduce an Award below the maximum percentage of net income to any amount it believes is justified based on the actual results achieved related to the Annual Strategic Goals. The payment of any Award under the SDIP to a participant with respect to a relevant calendar year is contingent upon certification by the Committee prior to any such payment that the applicable performance measure(s) or criteria for the participant’s Annual Strategic Goals have been satisfied. All awards under the SDIP are subject to potential forfeiture and/or recovery by the Company in the event they are based upon financial results that are subsequently determined to have been overstated. •How we determine the amount. Under this program, awards for participants are based on the net income of the Company. The Committee set the range from 0.00% to 1.30% of net income for the total program with a target of 0.65% for 2025. All awards are subject to the Company achieving a minimum net income of $132.88 million (95% of budgeted net income). Consistent with its calculation of the EIP Corporate Performance Factor and related EIP metrics as described above, the Committee chose to use a net income amount of $164.813 million for its 2025 SDIP calculations. This amount excludes the Company’s losses of $8.7 million from the sale of available-for-sale securities for repositioning of the investment securities portfolio (net of $1.5 million in incremental interest income earned from these transactions and related income tax effects) and the Company’s $1 million contribution to the 1st Source Foundation, which the Committee had pre-approved. The Committee set the following individual award levels as a percentage of the Company’s adjusted net income:

  25. Annual Incentive Awards Under the Strategic Deployment Incentive Plan (SDIP)

    | | Minimum | Target | Maximum | | Mr. C. Murphy | 0% | 0.21% | 0.42% | | Ms. Short | 0% | 0.13% | 0.26% | | Mr. K. Murphy | 0% | 0.10% | 0.20% | | Mr. Buhr | 0% | 0.10% | 0.20% | | Mr. Bauer | 0% | 0.11% | 0.22% |

  26. Annual Incentive Awards Under the Strategic Deployment Incentive Plan (SDIP)

    For 2025, the goals and weightings were as follows:

  27. Annual Incentive Awards Under the Strategic Deployment Incentive Plan (SDIP)

    | | Weight | Min | Target | Max | Result | | 1. Digital Transformation | 25% | | | | 39% of maximum | | Goals included implementing the small business/online application, putting a solution in place for d/b/a accounts, and achieving the addition of new business clients to the Bank. The small business/online application was launched to the public on July 15, 2025 and 83% of the small deposit growth was realized. | | | | | | | 2. Market Strategies/Deposit Growth | 25% | | | | 40% of Maximum | | Develop and implement strategies for growth markets. Marketing strategies were developed and put into production but automated tracking was not delivered as anticipated in 2025. | | | | | | | 3. Execute Sales Management Software Strategic Improvements | 20% | | | | 55% of Maximum | | Minimum goal to implement improvements, establish standardization of use and training by September 30 was achieved. Target of increased use of data and part of max goal toward adoption of standards of use were also achieved. | | | | | | | 4. Mastery | 30% | | | | 97% of Maximum | | 34 colleagues achieved mastery compared to target goal of 25 and max goal of 35. | | | | | | | 5. Qualitative goal to be judgmentally used by the Committee to adjust downward the awards under the above metrics either for the group or for each NEO individually. | | | | | |

  28. Annual Incentive Awards Under the Strategic Deployment Incentive Plan (SDIP)

    The Committee assesses performance against these goals and each individual’s contributions to the achievement of the goals including the quality of teamwork exhibited and the individual’s contribution to the team. In assessing performance against these performance goals, the Committee considers quantitative factors first and may adjust downward for qualitative factors, and ultimately uses its judgment when determining the amount and terms of individual awards. The Committee did not make an adjustment for qualitative factors in 2025. The Committee chose to pay the entire bonus amounts in cash. The annual cash awards are paid following the Committee’s approval of the awards. For the 2025 participants, the Committee approved cash awards for 2025 performance as follows:

  29. Annual Incentive Awards Under the Strategic Deployment Incentive Plan (SDIP)

    | | 2025 Award | | Mr. C. Murphy | $415,300 | | Ms. Short | $257,100 | | Mr. K. Murphy | $197,800 | | Mr. Buhr | $197,800 | | Mr. Bauer | $217,600 |

  30. Awards Under the 1982 Restricted Stock Award Plan

    Awards Under the 1982 Restricted Stock Award Plan •Why we pay this component. The Restricted Stock Award Plan provides for the grant of restricted shares to selected executives and other key employees of the Company as a means of inducing continued future employment and performance of such key employees. The Restricted Stock Award Plan provides that the shares shall vest over a period of time if the participant continues to serve as an employee. Additionally, the Committee may set additional vesting requirements at the time of grant based on the individual participant’s performance, the Company’s financial performance or both. If the participant does not meet or exceed his or her individual performance goal(s) for a given year, all shares so restricted with respect to that year will be forfeited. If 1st Source does not meet the financial requirements by the end of the vesting period, the shares so restricted are forfeited. The Committee retains discretion to make periodic stock awards from time to time in the future to maximize the usefulness of the Restricted Stock Award Plan in attracting, retaining and motivating key employees. •How we determine the amount. In 2025, Mr. C. Murphy, Ms. Short, Mr. K. Murphy and Mr. Bauer received restricted stock awards. The first 20% was to be earned subject to their remaining with the Company as of January 1, 2026 and the remaining 80% to be earned over the following five years subject to their remaining with the Company and the Company’s achieving an average return on assets or above for each of the annual periods that is equal to or greater than that achieved by banks in its comparable size group. The Committee made these awards in recognition of the executives’ increased responsibilities and past performance, as a retention incentive, and to tie their long-term financial incentives more closely to that of the Company’s shareholders. The Committee made the award after reviewing the executives’ total compensation at the time of their respective promotions and/or changed responsibilities.

  31. Employment Agreements Severance Provisions

    Employment Agreements Severance Provisions Among the NEOs, the Company has entered into employment agreements with Mr. C. Murphy, Ms. Short, Mr. K. Murphy, Mr. Buhr, and Mr. Bauer. The agreements provide for severance payments in the event of the executive’s termination of employment by the Company without cause or by the executive because of good reason, including a material adverse change in his or her status such as a material diminution of responsibility or relocation. In such event, the executive would continue to receive only his or her base salary for a period of time after his or her termination. Mr. C. Murphy, Mr. K. Murphy, Ms. Short and Mr. Bauer would receive the equivalent of 36 months of base salary with the first six months payable in a lump sum. Mr. Buhr would receive the equivalent of twelve months of base salary with the first six months payable in a lump sum. The Committee believes that providing severance payments to certain executives in the event the executives terminate employment because of a material adverse change in status is necessary and fair given the critical nature of the roles of the executives. As of December 31, 2025, Mr. C. Murphy, Ms. Short, Mr. K. Murphy, Mr. Buhr, and Mr. Bauer would receive $2.58 million, $1.61 million, $1.20 million, $415,000, and $1.02 million, respectively under the agreements. The employment agreements also provide for severance payments in the event Mr. C. Murphy, Ms. Short, Mr. K. Murphy, Mr. Buhr, or Mr. Bauer terminates his or her employment for good reason within one year of a change in control transaction. Under these circumstances, the executive would receive severance pay in cash equal to 2.99 times his or her annual base pay and target annual bonus in effect as of the date of the change in control or, if later, separation of employment. The Committee reaffirmed its long-standing view that such a “two-trigger” change in control provision for key executives is consistent with the interests of shareholders and fair protection to the executives.

  32. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides information regarding compensation earned by the Company’s Chief Executive Officer, Chief Financial Officer, and the three other executive officers employed at the end of 2025 who were the most highly compensated in 2025 among the major policy-making executives of the Company.

  33. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation($) | All Other Compensation($)(2) | Total(6) | | Christopher J. Murphy III | 2025 | $855,385 | $1,003,281 | $999,650 | $190,281 | $3,048,597 | | Executive Chairman, 1st Source Corporation | 2024 | 836,538 | 326,430 | 687,850 | 184,830 | 2,035,648 | | and 1st Source Bank | 2023 | 821,495 | 1,158,576 | 607,800 | 180,729 | 2,768,600 | | Andrea G. Short | 2025 | 526,346 | 1,054,977 | 476,150 | 133,091 | 2,190,564 | | President and Chief Executive Officer, | 2024 | 498,461 | 116,357 | 310,100 | 133,639 | 1,058,557 | | 1st Source Corporation and | 2023 | 465,392 | 378,734 | 282,650 | 131,178 | 1,257,954 | | Chief Executive Officer, 1st Source Bank | | | | | | | | Kevin C. Murphy(5) | 2025 | 396,538 | 872,579 | 369,550 | 43,199 | 1,681,866 | | Executive Vice President, 1st Source Corporation | | | | | | | | and President, 1st Source Bank | | | | | | | | Jeffrey L. Buhr | 2025 | 411,154 | 103,216 | 384,400 | 53,963 | 952,733 | | Executive Vice President and Chief Credit | 2024 | 391,154 | 91,490 | 252,100 | 55,474 | 790,218 | | Officer, 1st Source Bank | 2023 | 372,115 | 301,313 | 219,350 | 50,280 | 943,058 | | Brett A. Bauer(6) | 2025 | 331,923 | 383,993 | 367,550 | 43,579 | 1,127,045 | | Executive Vice President, Treasurer and Chief | 2024 | 305,385 | 55,526 | 233,050 | 44,059 | 638,020 | | Financial Officer, 1st Source Corporation | 2023 | 287,115 | 160,122 | 196,200 | 43,004 | 686,441 | | and 1st Source Bank | | | | | | | | (1) Amounts included in Stock Awards represent the aggregate grant date fair value of all awards computed in accordance with FASB ASC Topic 718 granted during the year. These amounts generally relate to the prior year’s performance and are subject to forfeiture over the succeeding five (5) years. | | | | | | |

  34. SUMMARY COMPENSATION TABLE

    | (2) | Amounts included in All Other Compensation for the most recent fiscal year are as follows: | | | | | | | | | Company Contributions to Defined Contribution Retirement Plans | Dividends on Stock Awards | Directors’ Fees | Perquisites(3)(4) | Value of Life Insurance Benefits | Other | Total | | Mr. C. Murphy | $31,838 | $58,470 | $75,208 | $20,438 | $4,326 | $— | $190,280 | | Ms. Short | 31,838 | 20,501 | 75,208 | • | 5,544 | — | 133,091 | | Mr. K. Murphy | 31,838 | 9,512 | — | • | 1,849 | — | 43,199 | | Mr. Buhr | 31,838 | 15,457 | — | • | 6,668 | — | 53,963 | | Mr. Bauer | 31,838 | 10,360 | — | • | 1,381 | — | 43,579 | | • | Not included - total of perquisites and benefits is less than $10,000 | | | | | | | | (3) | Mr. C. Murphy’s perquisites included annual medical exam and personal usage of the company plane. These are values at the incremental cost to the Company. For personal use of the company plane, the incremental cost is the SIFL (Standard Industrial Fare Level) cost. | | | | | | | | (4) | Mr. C. Murphy reimbursed the Company $2,000 in 2025, $2,000 in 2024 and $2,500 in 2023 for miscellaneous incalculable personal benefits. This amount has not been deducted in computing the disclosable perquisites above. | | | | | | | | (5) | Mr. K. Murphy was promoted to Executive Vice President, 1st Source Corporation and President, 1st Source Bank effective October 1, 2025. | | | | | | | | (6) | There were no bonus awards, option awards or changes in pension value and non-qualified deferred compensation earnings for the named executive officers in 2025, 2024 or 2023. | | | | | | |

  35. 2025 Grants Of Plan-Based Awards

    2025 Grants Of Plan-Based Awards

  36. 2025 Grants Of Plan-Based Awards

    | Estimated Future Payouts Under Equity Incentive Plan | | | | | | | | | | | | | | | Book Value Awards (#Shares) | | | | | Market Value Awards (#Shares) | | | | | | Name | | Grant Date | Threshold | Target | Maximum | Grant Date Fair Value of Stock Awards | Grant Date | Threshold | Target | Maximum | Grant Date Fair Value of Stock Awards | | Christopher J. Murphy III | | 2/21/25(1) | — | 8,309 | — | $45.31 | 9/23/25(2) | — | 10,000 | — | $62.68 | | Andrea G. Short | | 2/21/25(1) | — | 2,660 | — | 45.31 | 9/23/25(2) | — | 10,000 | — | 62.68 | | Andrea G. Short | | 9/23/25(2) | | 6,179 | | 49.79 | | | | | | | Kevin C. Murphy | | 2/21/25(1) | — | 1,966 | — | 45.31 | 9/23/25(2) | — | 12,500 | — | 62.68 | | Jeffrey L. Buhr | | 2/21/25(1) | — | 2,278 | — | 45.31 | — | — | — | — | — | | Brett A. Bauer | | 2/21/25(1) | — | 1,558 | — | 45.31 | 9/23/25(2) | — | 5,000 | — | 62.68 | | Note: There were no non-equity incentive plan awards with future payouts made during 2025. Also, there were no other stock awards or option awards made during 2025. | | | | | | | | | | | | | (1) | Annual Executive Incentive Plan award for 2024 subject to forfeiture over a five-year period based on the executive remaining with the Company and the Company achieving annual financial performance hurdles as discussed above under “Annual Incentive Awards Under the EIP.” | | | | | | | | | | | | (2) | Awards made after reviewing the executives’ total compensation at the time of their respective promotions and/or changed responsibilities. The first 20% was to be earned subject to their remaining with the Company as of January 1, 2026, and the remaining 80% to be earned over the following five years subject to their remaining with the Company and the Company’s achieving an average return on assets or above for each of the annual periods that is equal to or greater than that achieved by banks in its comparable size group. | | | | | | | | | | |

  37. Narrative Disclosure To Summary Compensation Table And Grants Of Plan-Based Awards Table

    Narrative Disclosure To Summary Compensation Table And Grants Of Plan-Based Awards Table Employment Agreements: Ms. Short and Messrs. C. Murphy, K. Murphy and Bauer each entered into an employment agreement effective October 1, 2025. Mr. Buhr entered into an employment agreement effective May 23, 2017. Mr. C. Murphy’s agreement provides for a $750,000 base salary at January 1, 2026, with annual increases as the Committee may deem appropriate each year, and bonus payments (paid in cash or stock at Mr. C. Murphy’s election) under the Executive Incentive Plan and the Strategic Deployment Incentive Plan. Under the other four agreements, Ms. Short, Mr. K. Murphy, Mr. Buhr, and Mr. Bauer receive base salaries of $650,000, $450,000, $415,000, and $400,000 respectively, at January 1, 2026, with increases thereafter as may be determined by 1st Source, and cash and stock bonuses determined under the Executive Incentive Plan and the Strategic Deployment Incentive Plan. Mr. C. Murphy’s and Mr. K. Murphy’s agreements expire on December 31, 2028. Ms. Short’s agreement expires on December 31, 2030. Mr. Buhr’s, and Mr. Bauer’s agreements expire on December 31, 2026. Ms. Short’s agreement will expire unless she and the Company agree to extend the agreement. The others will continue to be extended from year-to-year unless either party gives a notice of non-renewal to the other. The term of Mr. C. Murphy’s, Mr. K. Murphy’s, and Ms. Short’s agreements will end on December 31 of the third year following the year in which any notice of non-renewal is given. The term of the agreements with Mr. Buhr and Mr. Bauer will end on December 31 of the same year in which any non-renewal notice is given. In the event of an executive’s death, the executive’s beneficiaries would receive a payment in the amount of twice the executive’s current base salary (reduced to 65%, 45% and 30% of this amount at ages 65, 70 and 75, respectively) up to a maximum of $750,000 under a group term life insurance policy provided by the Company. The employment agreements also include restrictive covenants which require, among other things, that the executives not compete with 1st Source in bank or bank-related services within the geographic region in which full-service retail branches of 1st Source Bank or any affiliate are located for a period of 24 months following termination of employment. The agreements also prohibit the executives from ever divulging confidential information or trade secrets after termination of employment. In the event an executive’s employment is terminated because of disability and in addition to other disability programs in effect for all officers of 1st Source, the executive will receive twelve months of base salary, with the first six months payable in a lump sum and the balance paid in monthly installments beginning on the first day of the seventh month following the date of termination. See Compensation Discussion & Analysis above for discussion of certain severance benefits provided for under the employment agreements. Bonus Plan: See discussion above in the Compensation Discussion & Analysis The amounts shown in the Stock Awards column of the Summary Compensation Table represent the aggregate grant date fair value of all awards granted during the fiscal year computed in accordance with FASB ASC Topic 718. The amounts shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table represent the annual and long-term cash awards under the EIP and the SDIP Plan. Estimated future payout amounts for 2025 stock awards and the corresponding grant date fair values are shown in the Grants of Plan-Based Awards Table. Recipients of unvested book value and market value shares granted under the EIP and the SDIP Plan receive dividends at the same time and in the same amount as all other holders of 1st Source common stock. The relative amounts of salary and bonus are discussed above under “Components of Compensation and 2025 Compensation Decisions.”

  38. Narrative Disclosure To Summary Compensation Table And Grants Of Plan-Based Awards Table

    | Outstanding Equity Awards At Fiscal Year-End 2025 | | | | | | | Stock Awards(4) | | | | | Name | Number of Shares of Stock That Have Not Vested(1)(2) | Market Value of Shares of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested(1)(2) | Equity Incentive Plan Awards: Payout or Market Value of Unearned Shares That Have Not Vested(1)(3) | | Christopher J. Murphy III | | | | | | Book Value Shares | | | 27,955 | $1,462,606 | | Market Value Shares | 18,934 | $1,183,186 | | | | Andrea G. Short | | | | | | Book Value Shares | | | 15,214 | 795,996 | | Market Value Shares | 12,960 | 822,830 | | | | Kevin C. Murphy | | | | | | Book Value Shares | | | 5,044 | 263,902 | | Market Value Shares | 13,254 | 868,004 | | | | Jeffrey L. Buhr | | | | | | Book Value Shares | | | 7,678 | 401,713 | | Market Value Shares | 2,168 | 139,814 | | | | Brett A. Bauer | | | | | | Book Value Shares | | | 4,609 | 241,143 | | Market Value Shares | 6,054 | 378,314 | | | | (1) | Shares vested for purposes of this table and the following table are awarded shares which are no longer subject to forfeiture under the terms of the Executive Incentive Plan or the Restricted Stock Award Plan. | | | | | (2) | Vesting dates for these awards are as follows: | | | |

  39. Narrative Disclosure To Summary Compensation Table And Grants Of Plan-Based Awards Table

    | | Book Value Shares | Market Value Shares | | Mr. C. Murphy | 12/2025 - 12/2029 | 12/2025 - 12/2031 | | Ms. Short | 12/2025 - 12/2029 | 12/2025 - 12/2031 | | Mr. K. Murphy | 12/2025 - 12/2029 | 12/2025 - 12/2031 | | Mr. Buhr | 12/2025 - 12/2029 | 12/2025 - 12/2028 | | Mr. Bauer | 12/2025 - 12/2029 | 12/2025 - 12/2031 | | Note: Shares vesting based on calendar year results (e.g., 12/2025 above is based on 2025 results) are not released until audited financial results are publicly announced early in the following year. | | |

  40. Narrative Disclosure To Summary Compensation Table And Grants Of Plan-Based Awards Table

    | (3) The values shown in respect of Book Value Shares are based on the book value of our Common Stock because that is the value that NEOs can ultimately realize from Book Value Shares absent extraordinary circumstances. | | (4) The named executive officers have no outstanding stock option awards at December 31, 2025. |

  41. Narrative Disclosure To Summary Compensation Table And Grants Of Plan-Based Awards Table

    | Option Exercises And Stock Vested — 2025 | | | | | | Stock Awards(1) | | | | Name | Number of Book Value Shares Acquired on Vesting | Number of Market Value Shares Acquired on Vesting | Value Realized on Full Vesting(2) | | Christopher J. Murphy III | 9,436 | 5,536 | $750,737 | | Andrea G. Short | 2,896 | 3,743 | 362,714 | | Kevin C. Murphy | 1,314 | 1,434 | 149,744 | | Jeffrey L. Buhr | 2,467 | 1,175 | 180,376 | | Brett A. Bauer | 1,282 | 1,689 | 164,379 |

  42. Narrative Disclosure To Summary Compensation Table And Grants Of Plan-Based Awards Table

    | (1) The named executive officers did not exercise any stock option awards during 2025. | | (2) The values shown in respect of Book Value Shares are based on the book value of our Common Stock because that is the value that NEOs can ultimately realize from Book Value Shares absent extraordinary circumstances. |

  43. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure The 2025 compensation disclosure ratio of the annual total compensation of the Company’s Chief Executive Officer and the median annual total compensation of all other Company employees is as follows:

  44. CEO Pay Ratio Disclosure

    | Annual total compensation of Andrea G. Short, Chief Executive Officer(1) (A) | $2,190,564 | | Median annual total compensation of all employees (excluding Ms. Short)(2) (B) | $69,754 | | Ratio of (A) to (B) | 31.4 to 1 | | (1) From Summary Compensation Table. This includes $934,452 due to stock grants made in conjunction with Ms. Short’s promotion to Chief Executive Officer. | | | (2) Median employee selected from all employees as of December 31, 2025, on the basis of annual total compensation reported for tax purposes. Compensation was annualized for all employees not employed for the full year of 2025. Annual total compensation for the median employee was computed in the same manner as that of NEOs included in the Summary Compensation Table. | |

  45. PAY VERSUS PERFORMANCE (PVP)

    PAY VERSUS PERFORMANCE (PVP)

  46. 4.CAP versus Company-Selected Measure (CSM)

    | DIRECTOR COMPENSATION – 2025 | | | | | | | Name | Total | Fees Earned or Paid in Cash(1) | Fees Received in Stock(1) | | | | | | | Amount | Shares | Grant Date Fair Value | | John F. Affleck-Graves(1) | $154,208 | $99 | $154,109 | 2,514 | $61.30 | | Melody Birmingham(1) | 166,208 | 151,000 | 15,208 | 250 | 60.83 | | Daniel B. Fitzpatrick(1) | 165,708 | 150,500 | 15,208 | 250 | 60.83 | | Tracy D. Graham(1) | 137,208 | 60,142 | 77,066 | 1,255 | 61.41 | | Andrea G. Short(3) | See Summary Compensation Table | | — | — | — | | Christopher J. Murphy III(3) | See Summary Compensation Table | | — | — | — | | Christopher J. Murphy IV(1) | 125,708 | 110,500 | 15,208 | 250 | 60.83 | | Timothy K. Ozark(1) | 167,208 | 97 | 167,111 | 2,731 | 61.19 | | Todd F. Schurz(1) | 147,208 | 126 | 147,082 | 2,406 | 61.13 | | Mark D. Schwabero(1) | 119,708 | 91 | 119,617 | 1,957 | 61.12 | | Ronda Shrewsbury(1) | 155,708 | 131 | 155,577 | 2,543 | 61.18 | | Isaac P. Torres(1) | 152,208 | 138 | 152,070 | 2,488 | 61.12 | | (1) These directors received a portion of their annual fees in the form of shares of stock rather than cash at their election. These shares had the weighted grant date fair values shown in accordance with FASB ASC Topic 718. | | | | | | | (2) There were no stock awards, option awards, non-equity incentive plan compensation, pension or other deferred compensation earnings or other compensation paid to non-employee directors in 2025. | | | | | | | (3) Mr. Murphy and Ms. Short received all their fees in cash. | | | | | |

  47. 1982 EXECUTIVE INCENTIVE PLAN

    1982 EXECUTIVE INCENTIVE PLAN 1. PURPOSE. This Executive Incentive Plan (the “Plan”) is intended to promote the interests of 1st Source Corporation, an Indiana corporation (“1st Source” or the “Corporation”) and its shareholders by attracting and motivating educated, self-disciplined and professional managers, and by providing an incentive to induce continued future employment of certain key employees of the Corporation and certain key employees of one or more Subsidiaries of the Corporation. For the purposes of this Plan, the term “Subsidiary” shall mean a corporation or corporations of which the Corporation owns, directly or indirectly, a majority of the outstanding voting stock. 2. ADOPTION AND ADMINISTRATION OF THE PLAN. The Plan became effective as of January 1, 1982. The Plan shall be administered by the Executive Compensation and Human Resources Committee of the Board of Directors of the Corporation (the “Committee”). The Committee shall interpret, implement, and administer the Plan and, to the extent and the manner contemplated herein, it shall exercise the discretion granted to it as to the determination of who shall participate in the Plan, the terms and conditions under which key employees may participate or continue participating in the Plan, the size and terms of awards to each Participant (as defined below), and the time when such awards shall be granted to each Participant. Any action taken by the Committee with respect to the implementation, interpretation or administration of the Plan shall be final, conclusive and binding on the Corporation and each Participant. 3. STOCK SUBJECT TO THE PLAN. After April 23, 2026, the Committee may allocate and issue under the Plan not more than 1,250,000 shares of the outstanding common stock of the Corporation. Such common stock is herein sometimes referred to either as “book value shares” or as “market value shares.” The distribution of shares pursuant to this Plan may be made either from authorized and unissued shares or from Treasury shares, as determined by the Committee. All shares issued in accordance with the Plan shall be fully paid and non-assessable shares and free from preemptive rights. The aggregate number of shares available to be allocated under this Plan shall be proportionately adjusted to reflect any change in the number or kind of shares of stock resulting from: (1) a subdivision or consolidation of shares or any other capital adjustment, (2) the payment of a stock dividend, (3) an increase or decrease in the number of shares of issued stock effected without receipt of consideration by the Corporation (other than contributions of stock by the Corporation to any employee benefit plan), or (4) any transaction or occurrence which, in the judgment of the Committee, has a similar effect on the stock. 4. ELIGIBILITY. The Committee shall designate from time to time, those key employees who serve in management of the Corporation or any of its subsidiaries as the Chief Executive Officer may recommend, and the Committee deems appropriate. The key employees who shall be eligible to receive an award under the Plan shall be selected because of their management responsibility and the long-term impact their management has on the overall performance of the Corporation or because of their inclusion in one of the Corporation’s sales and service incentive plans. The Committee shall make its selections of management participants from among the Chief Executive Officer and the candidates recommended by the Chief Executive Officer and shall determine their partnership percentage and salary level for purposes of the Plan. In making its decisions, the Committee shall consider, among other items, the position and responsibility of the Participant, the value of the future service to be performed, the compensation of the Participant, the actual earnings performance of the Corporation and the allocation proposed by the Chief Executive Officer. Management shall forthwith advise each employee selected to participate in an award by written notice. Each employee who shall be the subject of an award shall be designated as a “Participant.” All awards under the Plan shall require a satisfactory performance evaluation. 5. ANNUAL AWARD. The Committee shall establish the amount of the annual award or awards to be granted to each Participant. These awards will be granted for attainment of annual, calendar year, goals. Any annual awards made to Participants under the Plan will be performance-based compensation to the maximum extent possible subject to the attainment of pre-established objective performance goals established by the Committee. (a) The Corporation may provide two annual awards up to a maximum amount as determined by the Committee: (i) an amount payable in cash and earned immediately, and (ii) an amount equal to a full or partial match of the cash award in book value or market value shares of common stock. At the end of the performance period the Committee shall determine (i) the amount of cash earned, which shall be paid in a lump sum after the end of the performance period and (ii) the type of shares (i.e. book value shares or market shares) and the number of shares. These shares of stock are fixed at a maximum amount and will be subject to a substantial risk of forfeiture over the succeeding five (5) years based on the achievement of future performance metrics and the employee remaining with the Corporation, as described in Section 8 as the “Forfeiture Period”. The maximum annual award under the Plan to a Participant in one calendar year in cash or in shares or both may not exceed $1 million. The maximum total amount any Participant may be paid under the Plan in one calendar year with respect to the annual award, including cash and the value of shares awarded in the current year and previous years released from potential forfeiture, may not exceed $3 million. The book value shares will be restricted as described in paragraph 8 and 9 below. (b) Each Participant under the Plan (except for Participants under separate sales and service incentive plans discussed in section (f) below) is assigned a “partnership level” percentage as of the date of grant that is the starting point for determining his or her annual cash award. Partnership levels are stated as a percentage of the Participant’s salary range midpoint or base salary as assigned by the Committee as of the date of grant for purposes of computing the cash award. The “Base Bonus” for each Participant is equal to the Participant’s assigned salary range midpoint or base salary multiplied by the assigned partnership share percentage.

  48. 1982 EXECUTIVE INCENTIVE PLAN

    (c) If the Committee determines it appropriate at the date of grant of an award, the Base Bonus may be further adjusted up or down by the “Company Performance Factor.” The Company Performance Factor is based on the Company’s return on assets performance compared to the performance of its $3 to $10 billion peer group. The Company Performance Factor is set at 100% at the 50% percentile and then is increased by 1% for each percentile above 50% to a maximum Company Performance Factor of 125% at the 75th percentile level or above. The Company Performance Factor is reduced by 2.5% for each percentile below 50% to a minimum of 75% at the 40th percentile level. As long as such adjustments do not result in the award failing to be qualified performance based compensation under Section 162(m) of the Internal Revenue Code, the Committee is authorized to make adjustments from reported net income in its discretion for purposes of determining the Company Performance Factor to account for extraordinary impacts positive or negative that were not in control of nor could be foreseen by the Participants or that were caused by actions undertaken for the long-term benefit of the shareholders and that are not considered “normal operating activities” and the sources of such adjustments may include one or more of the following not included in the budget or other net income target: (i) results of acquisition, divestiture or restructuring activities; (ii) investment securities gains or losses; (iii) tax planning activities; (iv) new regulatory costs; (v) tax law or regulatory changes; (vi) changes in generally accepted accounting principles or the Company’s interpretation or implementation of these; or (vii) significant national and/or international events significantly affecting the Company’s reported net income. (d) For each Participant, the Base Bonus opportunity after adjustment for the Company Performance Factor is multiplied by 300% for each goal to calculate the maximum award and then the maximum award may be adjusted down to a minimum of 0% for each goal based upon the Participant’s performance against a set of corporate, group, division, unit and individual Participant performance goals established at the beginning of the fiscal year with such award levels generally being targeted at 150% for staff employees and 200% for those line managers with primary responsibility for revenues and/or credit. (e) After applying the Company Performance Factor in (c) above the Base Bonus opportunity will be adjusted for each Participant as described in (d) above based on one or more of the following criteria at the corporate, group, division, unit or individual Participant level: (i) net income; (ii) return on assets; (iii) exceed median return on assets results for selected peer group; (iv) return on common equity; (v) revenues, net interest margin, pricing, and/or fees; (vi) expense to revenue ratio and/or expenses; (vii) growth in average assets, loans or core deposits; (viii) average 30-day delinquency ratio; (ix) year-end nonperforming assets and/or monthly average nonperforming assets; (x) net charge offs and other credit-related losses to average loans, leases, repossessed assets and other real estate; (xi) net growth in primary relationships or other strategic growth metrics; (xii) deposit mix or noninterest-bearing deposit growth; (xiii) assets under management and/or investment performance; and (xii) other performance goals. (f) The Corporation may also provide the annual awards described in (a) above to Participants whose awards are calculated pursuant to other sales incentive programs, investment management programs, operational risk management programs, or other programs established by the Corporation and determined by the Committee. (g) The stock portion of the awards shall be made in whole book value shares or whole market value shares only. No fractional shares shall be awarded. (h) Except as otherwise determined by the Committee, if the Participant’s employment ends prior to the payment of the cash portion of the annual award, the entire annual award shall be forfeited, void and of no further force and effect. An annual award will be considered for someone who has worked at least 50% of the year before their death or total disability. The award would not be automatic but based on the facts and circumstances involved and subject to the review and approval of the Committee. 6. LONG-TERM AWARD. (a) The Corporation may also provide for a long-term award from time to time for selected Participants as designated by the Committee. These awards will be granted for attainment of longer-term goals, usually for three (3) years or longer. Such awards will consist of two distinct parts: (i) an amount payable in cash and earned immediately; and (ii) an amount in market value shares of common stock. At the end of the performance period the Committee shall determine (i) the amount of cash earned, which shall be paid in a lump sum after the end of the performance period and (ii) the number of shares. These shares of stock are fixed at a maximum amount and will be subject to a substantial risk of forfeiture over the succeeding five (5) years based on the Participant remaining with the Corporation and the Corporation continuing to have positive net income calculated as of the end of each calendar year, as described in Section 8 as the Forfeiture Period. The maximum long-term award under the Plan to a Participant in one calendar year in cash or in shares or both may not exceed $1 million. The maximum total amount any Participant may be paid under the Plan in one calendar year with respect to the long-term award, including cash and the value of shares awarded in the current year and previous years released from potential forfeiture, may not exceed $3 million. (b) The Committee assigns a set of weighted long-term goals at the start of each long-term award period. For each goal Company performance is scored at 50% for minimum, 100% for target and 200% for maximum. (c) The Committee also assigns each Participant a “partnership level” for long-term award purposes as of the date of grant. (d) The long-term awards then are calculated based upon a pre-determined mathematical formula that multiplies the Company’s weighted performance relative to its long-term goals by the Participant’s partnership level and then by the Participant’s average annual incentive award under the Plan over the long-term award period. (e) Long-term cash awards made to Participants under the Plan will be performance-based compensation subject to the attainment of pre-established objective performance goals, based on one or more of the following criteria: (i) return on assets; (ii) expense to revenue ratio; (iii) net interest margin; (iv) net charge offs and other credit-related losses to average loans, leases, repossessed assets and other real estate; (v) average and/or period-end nonperforming assets; (vi) sales volume and/or pricing; (vii) fee income; (viii) average and/or period-end loans, deposits, or other volumes outstanding; and (ix) net new primary relationships (f) The stock portion of the awards shall be made in whole market value shares only. No fractional shares shall be awarded. (g) Except as otherwise determined by the Committee, if the Participant’s employment ends prior to the payment of the cash portion of the long-term award, the entire long-term award shall be forfeited, void and of no further force and effect. A long-term award will be considered for someone who has worked at least 50% of the final year of a long-term award period before their death or total disability. The award would not be automatic but based on the facts and circumstances involved and subject to the review and approval of the Committee. 7. ACTION REQUIRED OF PARTICIPANTS.

  49. 1982 EXECUTIVE INCENTIVE PLAN

    (a) Within 30 days from the date of such written notice of a Participant’s initial award under the Plan, the Participant shall notify the Committee, in writing, of acceptance of the award and the terms thereof, applicable to the initial award and to all subsequent awards accepted under the Plan, which notice shall be deemed delivered for all purposes under this Plan when personally delivered or mailed to Chief Financial Officer, 1st Source Corporation, P.O. Box 1602, South Bend, Indiana 46634 by postpaid certified United States mail. In addition, commencing with awards made in 2017 for 2016 performance, each new or existing Participant who has not already signed and delivered to the Corporation the Corporation’s standard form of Confidentiality and Non-Solicitation Agreement shall, before receipt of any initial or further awards under the Plan, be required to do so as a condition for continued participation and receipt of awards under the Plan. (b) The Corporation may require that, in allocating shares, the Participant agree with, and represent to, the Corporation that Participant is acquiring such shares for the purpose of investment and with no present intention to transfer, sell or otherwise dispose of such shares except such transfer by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of any Participant. Such shares shall be transferable thereafter only if the proposed transfer shall be permissible pursuant to this Plan and if, in the opinion of counsel (who shall be satisfactory to Corporation), such transfer shall at such time be in compliance with applicable securities law. 8. RESTRICTIONS. By accepting the award of shares under this Plan, Participant agrees and consents to the following additional restrictions: (a) All shares are subject to forfeiture and shall be retained by Corporation. A notice of the shares awarded to a Participant shall be delivered by the Corporation to a Participant on or after the date of issuance. Such Participant thereupon shall be a shareholder with respect to all of the shares represented by such certificate or certificates and shall have all rights of a shareholder with respect to all such shares, including the right to vote such shares and receive all dividends and other distributions, subject to termination upon the occurrence of an Act of Forfeiture as set forth in the Plan. The certificates for such shares shall be either imprinted or stamped with a legend to the effect that the shares represented thereby may not be sold, exchanged, transferred, pledged, hypothecated (except to issuer), assigned, conveyed, or otherwise voluntarily or involuntarily disposed of except in accordance with this Plan (any such disposition being automatically an Act of Forfeiture) by the holder thereof until such time as the restrictions provided for herein lapse. (b) If new or additional or different shares or securities are distributed with respect to shares of common stock of the Corporation as the result of a stock split, stock dividend, combination of shares or other change involving 1st Source securities, or exchange for other securities, or reclassification, reorganization, merger, consolidation, recapitalization or otherwise, the Participant shall, as the owner of book value or market value shares subject to terms and restrictions hereunder, be entitled to such new or additional or different shares of stock or securities subject to such terms, conditions and restrictions as existed on the originally awarded shares. (1) In the case of such a stock split, stock dividend, combination or other change involving 1st Source securities, exchange for other 1st Source securities, reclassification, recapitalization, or other like event involving the distribution of 1st Source securities, the certificate or certificates for, or other evidences of, such new or additional or different book value or market value shares or securities shall be appropriately imprinted with the legend provided in paragraph 8(a) of this Plan and all provisions of this Plan relating to restrictions to such new or additional or different book value or market value shares or securities to the extent applicable to the shares with respect to which they were distributed; provided, further, that if the Participant shall receive rights, warrants or fractional interests in respect of any of such shares, such rights or warrants and such fractional interests shall be received by the Participant subject to all of the remaining restrictions herein set forth. All such additional book value or market value shares, rights or other securities shall be retained in safekeeping by the Corporation for the account of the Participant. (2) In the case of such an exchange for securities of an issuer other than 1st Source, or such a reorganization, merger, consolidation, or other like event involving the distribution of securities of an issuer other than 1st Source, which will result in a change of control of 1st Source, (i) all awarded book value shares shall be converted to market value shares, (ii) all awarded shares subject to forfeiture under this Plan shall no longer be subject to forfeiture, and (iii) all restrictions on shares of stock theretofore awarded hereunder shall terminate (including the restrictions at paragraphs 7, 8 and 9 hereof and except for those imposed by applicable securities laws). The foregoing sentence shall be effective immediately prior to such distribution or exchange. The Committee shall have full and sole discretion to determine whether a change in control of 1st Source will occur for these purposes, but in the absence of a contrary finding by the Committee, the acquisition by any person or group of persons, other than 1st Source, of beneficial ownership of 50.01% or more of the then outstanding shares (as determined pursuant to Treasury Reg. § 1.409A-3(i)(5)(vi)) of 1st Source common stock shall be deemed to be a change of control. (c) The term “Restricted Period” with respect to any book value shares awarded to a Participant under this Plan shall mean that period commencing with the date of issuance of such shares and ending on the date at which all such shares have been purchased from Participant by Corporation or exchanged by the Participant for market value shares as provided herein. (d) The term “Forfeiture Period” with respect to any award of shares issued to a Participant under this Plan shall mean a period commencing on the date of grant of such shares to the Participant and ending over a five (5) year period thereafter. The Forfeiture Period shall terminate at an equal and proportionate rate for each year in which: (1) the Participant served continuously as an employee, for the full year, however continuous employment shall not be required if it ended because the Participant died, became totally disabled or retired at his/her normal retirement age or thereafter while an employee, and during which, (2) for annual award shares only (whether book value or market value shares), the Corporation achieved the requisite annual net income, ROA, ROE or other performance goal or goals established in advance by the Committee in connection with the applicable award; and (3) for long term award shares only, the Corporation achieved positive net income at the end of the calendar year during the Forfeiture Period. (e) The “normal retirement age” means age 65 unless changed by the Committee. Alternatively, a Participant who is age 60 or older will be treated as attaining normal retirement age if they have completed either: (i) 15 years of participation in the Plan or (ii) 20 years of service with the Corporation, and, in either case, have provided notice of their upcoming retirement at least 150 days beforehand so the Corporation can plan in advance for succession and transition of clients in the most effective way.

  50. 1982 EXECUTIVE INCENTIVE PLAN

    (f) However, the Committee may also authorize a “normal” retirement at an earlier age for a Participant if it determines that such action is in the best interests of the Corporation and is otherwise warranted based upon extreme hardship or other special or extraordinary circumstances and such circumstances be limited to career ending events where the Participant is unable to work effectively or properly carry out his or her assigned duties, or other extremely unlikely occurrences which prevents the Participant from continuing to serve. This decision is at the sole discretion of the Committee and is to be extremely limited. (g) With respect to annual award shares only, for any year in which the Corporation’s performance is equal to or has exceeded the requisite cumulative goals established for the accumulated years subsequent to the date of the award, all risk of forfeiture is removed for those shares which were not released in that year or any prior year in which the Corporation failed to meet the required annual or cumulative goals. (h) The Committee generally may not change or adjust upward the number of shares determined as of the end of the applicable performance period, however, the Committee may reduce the number of shares, down to zero, in such circumstances as are set forth herein or otherwise determined by the Committee in its discretion. In addition, there may be circumstances in which the annual net income growth, EPS growth, ROA, ROE or other performance goal or goals established by the Committee for annual award shares become unattainable or otherwise unreasonable during the Forfeiture Period. In such situations, and upon an explicit determination that (i) unfavorable market conditions or external events have demonstrably rendered such performance goals unattainable, unreasonable or adverse, and (ii) the Corporation’s relative financial performance under the current conditions or since such event remains in the top quartile of the Corporation’s peers with regard to ROA, nonperforming assets, net charge-offs, or other performance indicators, the Committee may take such other action as the Committee deems appropriate with respect to an award as long as such action does not increase the award. Such other action includes, without limitation, extending the forfeiture period or adjusting the performance goals for the forfeiture period to fairly compensate the Participants for their performance during the calendar years for which such annual awards were made. Relative performance in the top quartile of peers in the face of unfavorable market conditions or external events is an indicator that financial performance goals were achieved in prior years without sacrificing the management of the risks of unfavorable market conditions or external events. The Committee’s authorization to make adjustments under these circumstances is intended to recognize and encourage continuing good stewardship of the Corporation as reflected by high quality financial performance and strong risk management for the long-term benefit of its shareholders. (i) For all purposes of this Plan, an Act of Forfeiture shall be deemed to be any one of the following: (1) The voluntary or involuntary termination of the employment of a Participant during the Forfeiture Period, other than by death, disability or normal retirement, or (2) The employment or engagement part or full time or in any consulting or advisory capacity of a Participant by a competitor of the Corporation or any Subsidiary at any time after termination of Participant’s employment due to disability or normal retirement unless, upon written request from the Participant, the Committee determines in its sole discretion that such engagement does not increase strategic or other risks to the Corporation or any Subsidiary, or (3) The attempted sale, exchange, transfer, pledge, hypothecation, assignment, conveyance or other voluntary or involuntary disposition of any of the unearned stock all of which is hereby expressly prohibited by this Plan, or (4) The election by the Participant to be taxed in the year of receipt of an award of stock under Section 83(b) of the Internal Revenue Code of 1986 as amended, or (5) Termination of the five (5) year Forfeiture Period for annual award shares if the Corporation fails to achieve the requisite annual net income, ROA, ROE or other performance goal or goals established in advance by the Committee in connection with the applicable award with respect to any portion of the unearned stock, if the Committee does not determine otherwise as discussed in subparagraph 8(g) above, or (6) Termination of the five (5) year Forfeiture Period for long term award shares only if the Corporation fails to achieve positive net income during each year. (j) Upon the occurrence of an Act of Forfeiture relating to a Participant, the right, title and interest of all remaining unearned stock of Corporation held by such Participant shall be automatically forfeited and terminated for all purposes. (k) The right, title and interest of any transferee of any shares acquired from a Participant under this Plan by will or by laws of descent and distribution will and shall be subject to all of the terms and conditions of the Plan, including but without limitation, the restrictions on transfer and the provisions relating to forfeiture. (l) The book value shares may only be sold to the Corporation under the terms of this Plan except as provided in subparagraphs 8(b)(1) and 8(b)(2) above. 1st Source may, in addition to any other purchases required by this Plan, upon request of a Participant, purchase earned book value stock from the Participant prior to death, disability, retirement, or other termination of employment. Any such purchase is limited to 50% of the Participant’s shares of earned book value stock which, at the time of purchase, have been earned book value stock for at least seven years. Such a purchase is permitted only upon approval of the Committee and only for the following reasons: (1) purchase of the Participant’s principal residence or a second home, (2) payment of tuition or related educational expenses for the Participant, the Participant’s spouse, or a dependent and (3) financial hardship. The Committee will have sole discretion to determine whether the enumerated criteria are being satisfied in any purchase. Any transfer or purported transfer made by a Participant at any time, except at the times and in the manner expressly authorized, shall be null and void and the Corporation shall not be obligated to recognize nor to give effect to such transfer on its books or records nor to recognize the person or persons to whom such purported transfer has been made as the legal beneficial holder of such shares. (m) The Committee may impose such other restrictions on any shares awarded to a Participant pursuant to this Plan as it may deem advisable, including without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any stock exchange upon which such shares or shares of the same class are then listed, and under any blue-sky or securities laws applicable to such shares. 9. MANDATORY RESALE OF BOOK VALUE STOCK. (a) If the Participant is employed at the time of his death, total disability, or normal retirement, Participant or his/her personal representative must sell his/her earned book value stock back to the Corporation. (1) Twenty percent (20%) of the purchase price will be paid each year thereafter, beginning on the first anniversary of the date of such death, total disability, or retirement. (2) The purchase price for any year shall be the book value at the close of the most recent year ended prior to the date of such death, total disability or retirement. (3) The amount of the purchase price shall bear interest at the percentage determined by 1st Source Corporation’s (i) Dividends for the most recently completed calendar year divided by

  51. 1982 EXECUTIVE INCENTIVE PLAN

    (ii) The ending market value for the most recently completed calendar year, (iii) adjusted annually on the anniversary date of the note documenting the sale agreement. (4) At the date of such retirement or total disability, Participant may elect to delay the sale of all book value stock for a period of up to five (5) years from the date of retirement or total disability under the sale terms above. The purchase price for any delayed sale shall be the book value at the close of the most recent year ended prior to the end of the delayed period. (5) The Corporation may elect to pay the purchase price through an exchange of all book value stock for market value stock of equal value. Such election must be made for all book value shares earned at time of such retirement or disability in accordance with the requirements established by the Committee. The Corporation may take into account the request of the Participant to be paid in either cash or market value stock. (6) As any unearned book value stock at date of such retirement is earned thereafter, it shall be sold to, or exchanged with, the Corporation consistent with the Corporation’s election in the immediately preceding subparagraph, and otherwise subject to the terms above. (b) Upon termination of employment by voluntary act of Participant or by act of Corporation, except death or disability or normal retirement, all of such Participant’s earned book value stock must be sold to Corporation. (1) The price to be paid by Corporation shall be the lower of (a) book value at the close of the most recent year ended prior to the date of departure, or (b) book value at the close of the year of departure. Book value shall be determined by the Committee as described in paragraph 10 below. (2) Installments of ten percent (10%) of the purchase price of the shares shall be paid to the Participant each year, without interest. (c) If the Committee in its sole discretion determines in any case that lump sum payment instead of installment payment as required by paragraph 9(a) or (b) would be desirable (whether for financial reasons, administrative ease, or otherwise) due to the size of the required installment payments, the Committee may order without consent of the Participant such lump sum payment be made in lieu of payment in installments. Such a lump sum payment shall be in an amount equal to the present value of the installment payments which would have otherwise been paid discounted at the current long-term “applicable federal rate.” 10. MISCELLANEOUS PROVISIONS. (a) Expense. All expenses and costs in connection with the administration of the Plan shall be borne by the Corporation. (b) No Prior Rights of Offer. Nothing in the Plan shall be deemed to give any officer or employee of the Corporation or his or its legal representatives or assigns or any other person or entity claiming under or through any Participant any contractual or other right to participate in the benefits of the Plan. (c) Indemnification of the Committee. In addition to such other rights or indemnification as they may have, the members of the Committee shall be indemnified by the Corporation against all costs and expenses reasonably incurred by them or any of them in connection with any action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any award granted thereof and against all amounts paid by them in settlement thereof (provided such settlement is approved by legal counsel selected by the Corporation) or paid by them in satisfaction of a judgment in any such action, suit or proceedings, the person desiring indemnification shall give the Corporation an opportunity, at its own expense, to handle and defend the same. (d) Liability of Corporation. The liability of the Corporation under this Plan or any award of shares made hereunder is limited to the obligation set forth with respect to such award, and nothing herein contained shall be construed to impose any liability on the Corporation in favor of any Participant with respect to any loss, cost or expense which a Participant may incur in connection with or arising out of any transaction in connection therewith. (e) No Agreement to Employ. Nothing in the Plan shall be construed to constitute or be evidence of an agreement or understanding expressed or implied on the part of the Corporation or any Subsidiary to employ or retain any Participant to whom any shares have been awarded for any specified period of time or times. (f) Book value. Book value under this Plan shall be determined in accordance with generally accepted accounting principles, as published in the Corporation’s Annual Report. (g) Market value. Market value under this Plan shall mean the closing price of a share of common stock, as reported by NASDAQ, or by any other exchange upon which the shares may be traded, for the day on which the value is to be determined or if that day is not a stock trading day, then on the last preceding trading day. (h) Overstated Financial Results or Other Metrics, Fraud, Malfeasance or Purposeful Misstatement. In addition to any terms as the Committee may determine, all awards under the Plan are subject to the Corporation’s Clawback Policy which provides for potential forfeiture and/or recovery by the Corporation of (i) excess awards received by any Participant upon a determination that the awards were based upon financial results or other metrics that were misstated or otherwise inaccurate, either for business units of the Corporation or the Corporation as a whole, and (ii) all such awards received by any Participant upon a determination that the Participant had responsibilities for the accounting that led to the misstatement or inaccuracy, or committed fraud or other malfeasance while employed by the Corporation. (i) Requirements of Internal Revenue Section Code 162(m). Notwithstanding any other provision of the Plan, the Committee may impose such conditions on any award as may be required to satisfy the requirements of Section 162(m) of the Internal Revenue Code (or any successor or similar rule relating thereto) to the extent desired by the Committee and whether awards are qualified performance based compensation under Section 162(m) of the Internal Revenue Code shall be at the sole discretion of the Committee. (j) Tax Withholding. The Corporation will have the right to withhold from the payment of any Award the amount of any federal, state or local taxes which the Corporation is required to withhold. 11. AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors, acting through the Committee, may amend, suspend or terminate the Plan, any portion thereof at any time, consistent with applicable law, regulation and listing rules, but it may not adversely affect the rights of any participant with respect to an award already earned. Notwithstanding the foregoing, any material amendments (as defined under the NASDAQ Listing Rules) of the EIP Plan will require shareholder approval. 12. POWERS OF EXECUTIVE COMPENSATION AND HUMAN RESOURCES COMMITTEE. The Committee shall have the authority to make all interpretations of this plan in its sole discretion. It shall make all administrative rules and other determinations and shall rule upon all questions and requests with respect to the Plan.