1st Source (SRCE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 23, 2026, with virtual participation and voting options for shareholders of record as of February 12, 2026.

• Six key proposals: election of four directors, advisory vote on executive compensation, approval of three amended incentive/stock plans, and ratification of the external auditor.

• Board and committee structures emphasize independent oversight, risk management, and succession planning.

• Company highlights strong financial performance in 2025, with record net income, dividend increases, and industry recognition.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four directors for terms expiring in 2029, (2) advisory approval of executive compensation, (3) approval of amended 1982 Executive Incentive Plan, (4) approval of amended Strategic Deployment Incentive Plan, (5) approval of amended 1982 Restricted Stock Award Plan, and (6) ratification of Forvis Mazars, LLP as independent auditor.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with robust committee structure: Audit, Finance and Risk; Executive Compensation and Human Resources; Governance and Nominating; and others.

• Annual review of board leadership structure and succession planning; Lead Director role in place.

• Governance and Nominating Committee uses diverse criteria for director selection, including independence, experience, and diversity.

• All directors attended at least 75% of meetings in 2025.