source-20250314

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for use of the Commission Staff Only (as permitted by Rule 14a-6(e) (2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under Sec.240.14a-12

(Name of Registrant as Specified in its Charter)

___________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required
o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:

___________________________________________________________

(2)Aggregate number of securities to which transaction applies:

___________________________________________________________

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

___________________________________________________________

(4)Proposed maximum aggregate value of transaction:

___________________________________________________________

(5)Total fee paid:

___________________________________________________________


o			Fee paid previously with preliminary materials.


o			Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of filing.

(1)Amount Previously paid:

___________________________________________________________

(2)Form, Schedule or Registration Statement No.:

___________________________________________________________

(3)Filing Party:

___________________________________________________________

(4)Date Filed:

___________________________________________________________

Notice of Annual Meeting of Shareholders and Proxy Statement

To the Shareholders of 1st Source Corporation:

The Annual Meeting of Shareholders of 1st Source Corporation will be held virtually via live webcast at www.virtualshareholdermeeting.com/SRCE2025, on April 24, 2025, at 8:00 a.m. Eastern Daylight Time, for the purpose of considering and voting upon the following matters:

1. Election of Directors. Election of four directors for terms expiring in 2028. (Pages 2-4)

2. Ratification of the appointment of Forvis Mazars, LLP as 1st Source Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2025. (Page 42)

3. Other Business. Such other matters as may properly come before the meeting or any adjournment thereof.

Shareholders of record at the close of business on February 13, 2025, are entitled to vote at the meeting.

By Order of the Board of Directors,

John B. Griffith

Secretary

South Bend, Indiana

March 14, 2025

Please date and sign the proxy and return it promptly. If you do attend the meeting,

you may, nevertheless, vote in person and revoke a previously submitted proxy.

1st SOURCE CORPORATION

P.O. Box 1602 ● South Bend, Indiana 46634

PROXY STATEMENT

This Proxy Statement is furnished in connection with the 2025 Annual Meeting of Shareholders of 1st Source Corporation (“1st Source” or “the Company”).

When and where is the Annual Meeting? April 24, 2025, at 8:00 a.m. Eastern Daylight Time (“EDT”). The 2025 Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/SRCE2025. To participate in the virtual Annual Meeting, you must log-in using the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 7:30 a.m. EDT on April 24, 2025. Shareholders should give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. If you experience any technical difficulties during the meeting, a toll-free number will be available on our virtual shareholder meeting site for assistance.

Shareholders will also be able to vote and submit questions during the virtual meeting using the directions on the meeting website that day. All shareholders will need their control number to vote or ask questions. Whether or not shareholders plan to attend the virtual Annual Meeting, 1st Source urges all shareholders to vote in advance of the meeting by one of the methods described in these proxy materials for the Annual Meeting.

Who may vote at the meeting? Shareholders of record at the close of business on February 13, 2025, will be eligible to vote at the Annual Meeting. If shares are held in “street name,” shareholders must obtain a legal proxy from their broker to vote in person.

Why did I receive a notice regarding the Internet availability of proxy materials instead of paper copies of the proxy materials? We are using the SEC notice and access rule that allows us to furnish our proxy materials over the Internet to our shareholders instead of mailing paper copies of those materials to each shareholder. As a result, beginning on or about March 14, 2025, we sent our shareholders (other than those who had previously requested to receive only printed copies of our proxy materials) by mail or email a notice containing instructions on how to access our proxy materials over the Internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to in the notice.

If I am the record holder of my shares, how do I vote? You may vote by:

•Internet: Go to www.proxyvote.com to transmit your voting instructions.

•Telephone: Use any touch-tone telephone to call 1-800-690-6903 and follow the instructions to transmit your voting instructions.

•Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided.

•Voting online at the meeting after logging in using the instructions above.

Although you may vote by mail, we ask that you vote instead by Internet or telephone, which saves us postage and processing costs.

If you are a beneficial owner and a broker or other fiduciary is the record holder, then you received access to these proxy materials from the record holder. The record holder should have given you instructions for directing how the record holder should vote your shares. It will then be the record holder’s responsibility to vote your shares for you in the manner you direct.

How many shares are outstanding? There were 25,285,937 shares of our common stock outstanding on the record date. The voting securities of 1st Source consist only of Common Stock. Each shareholder is entitled to one vote for each share. Cumulative voting is not authorized.

What is the required vote? Director nominees will be elected upon receipt of a plurality of the votes cast. The ratification of the appointment of the independent auditors will be approved if the votes cast in favor exceed those cast against. The Company knows of no other proposals expected to be presented at the meeting other than the two proposals described herein. Additional proposals, if any, would be approved if votes in favor of such proposal exceed those cast against.

How are abstentions and “non-votes” counted? Abstentions on properly executed proxy cards and shares not voted by brokers and other entities holding shares on behalf of beneficial owners (“broker non-votes”) will be counted for determining a quorum at the meeting. However, abstentions and broker non-votes will not affect the voting results on those matters for which the shareholder has abstained or the broker has not voted.

Who is soliciting proxies? This solicitation is being made by the Board of Directors of 1st Source. The cost of solicitation of proxies will be borne by 1st Source.

How will proxies be solicited? In addition to the use of mails, proxies may be solicited through personal interview, electronic media, telephone, and facsimile by directors, officers and regular employees of 1st Source without additional remuneration therefor.

How may I revoke my proxy? Shareholders may revoke their proxies at any time prior to the meeting by giving written notice to John B. Griffith, Secretary, 1st Source Corporation, Post Office Box 1602, South Bend, Indiana 46634, or by voting in person at the meeting. If you hold your shares in the name of your broker or other fiduciary and desire to change your instructions on how to vote your shares, you will need to contact that party.

When were these materials provided? The approximate date for making available this Proxy Statement and the form of proxy to shareholders is March 14, 2025.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Beneficial owners of more than 5% of the Common Stock outstanding at February 13, 2025:


	Voting Authority			Investment Authority			Total Beneficial Ownership
Name and Address	Sole	Shared	None	Sole	Shared	None	Amount	% of Class



Christopher J. Murphy III (1) Carmen C. Murphy (2) 100 North Michigan Street South Bend, IN 46601	1,173,897	—	—	1,173,897	64,806	—	4,353,315	17.22	%
	1,353,038	—	—	1,353,038	1,826,380		4,353,315	17.22	%

O.C. Carmichael III (3) 3212 W End Avenue Suite 500 Nashville, TN 37203	1,294,313	19,516	—	1,294,313	19,516	—	1,313,829	5.20	%





Dimensional Fund Advisors LP (4) 6300 Bee Cave Road, Building One Austin, TX, 78746	1,550,651	—	—	1,579,147	—	—	1,579,147	6.25	%

BlackRock, Inc. (5) 50 Hudson Yards New York, NY 10001	1,789,925	—	—	1,863,902	—	—	1,863,902	7.37	%

(1)Mr. Murphy has sole voting and dispositive power over (i) 482,033 shares held in a revocable trust or held directly by Mr. Murphy; (ii) 6,352 shares held by Mr. Murphy in an IRA; (iii) 125,893 shares held in a corporation for which Mr. Murphy serves as president; (iv) 62,730 shares held by Mr. Murphy in the Company’s 401(k) Plan; and (v) 496,889 shares held in two limited partnerships for which Mr. Murphy serves as the general partner. Mr. Murphy and Carmen C. Murphy also share voting and dispositive power over 64,806 shares held in a family foundation. In addition to the shares set forth in the above table, 3,114,612 shares for which Ms. Murphy has sole voting and dispositive may be attributed to Mr. Murphy as her spouse. Mr. Murphy disclaims beneficial ownership of such shares, and the inclusion of such shares does not constitute an admission of beneficial ownership by Mr. Murphy for purposes of Section 13(d) or Section 13(g) of the Exchange Act, or for any other purpose.

(2)Ms. Murphy has sole voting and dispositive power over (i) 2,530,012 shares held in a revocable trust; and (ii) 584,600 shares held in a limited liability company for which Ms. Murphy serves as the president and voting member. Christopher J. Murphy III and Ms. Murphy share voting and dispositive power over 64,806 shares held in a family foundation. In addition to the shares set forth in the above table, 1,173,897 shares for which Mr. Murphy has sole voting and dispositive power may be attributed to Ms. Murphy as his spouse. Ms. Murphy disclaims beneficial ownership of such shares, and the inclusion of such shares does not constitute an admission of beneficial ownership by Ms. Murphy for purposes of Section 13(d) or Section 13(g) of the Exchange Act, or for any other purpose.

(3)As reported in Form 13G filed March 12, 2025. Of the shares reporting herein, (i) 739,777 shares are held in various trusts for the benefit of Mr. Carmichael’s children for which Mr. Carmichael serves as trustee and has sole voting and dispositive power; and (ii) 19,516 shares are held directly by Mr. Carmichael’s spouse, as to which Mr. Carmichael may be deemed to be attributed shared voting and dispositive power with his spouse.

(4)As reported in Form 13G filed February 9, 2024, Dimensional Fund Advisors LP, in its role as investment advisor for various clients, has sole dispositive and/or voting power of the shares.

(5)As reported in Form 13G filed November 12, 2024, BlackRock, Inc., in its role as a parent holding company, has sole dispositive and/or voting power of the shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The Board of Directors knows of no matters to come before the Annual Meeting other than the matters referred to in this Proxy Statement. However, if any other matters should properly come before the meeting, the persons named in the enclosed proxy intend to vote in accordance with their best judgment. No director, nominee for election as director, or executive officer of 1st Source has any special interest in any matter to be voted upon other than election to the Board of Directors. Directors have indicated that they intend to vote for all directors as listed in Proposal Number 1 and for Proposal Number 2.

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 2025 Annual Meeting, four directors are to be elected for terms expiring in 2028 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.


DIRECTOR NOMINEES

Terms Expiring in April, 2025 (April, 2028 if reelected)

		Name: John F. Affleck-Graves Age: 74 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; former director, Hi-Crush, Inc. Year In Which Directorship Assumed: 2019 Beneficial Ownership of Equity Securities(2) Common Stock: 17,736 % 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: 67 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: 48,792 % of Class: «

●	43 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.



		Name: Christopher J. Murphy IV(4) Age: 55 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: 148,324 % of Class: «

●	25 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: 57 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: 8,490 % of Class: «

●	Over 25 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.



OTHER INCUMBENT DIRECTORS

Terms Expiring in April, 2026

		Name: Christopher J. Murphy III Age: 78 Principal Occupation(1): Chairman of the Board and Chief Executive Officer, 1st Source Corporation (since 2024); prior thereto, Chairman of the Board, President, and Chief Executive Officer. Also, Chairman of the Board, 1st Source Bank (since 2022); prior thereto, Chairman of the Board, President, and Chief Executive Officer. Year In Which Directorship Assumed: 1972 Beneficial Ownership of Equity Securities(2)(3) Common Stock: 4,353,315 % of Class: 17.22%

●	Over 52 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 52 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: 75 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: 47,705 % of Class: «

●	45 years of financial experience, including 33 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.




									Name: Todd F. Schurz Age: 64 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

SEC Form DEF 14A filed by 1st Source Corporation