First Capital signs roughly $33.2M all-stock merger
The presentation’s 2028E EPS accretion estimate assumes 100% cost-savings realization; the exchange ratio is not adjusted for changes in First Capital’s share price.
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Rhea-AI Filing Summary
First Capital, Inc. (FCAP) agreed to merge with First Bancorp of Indiana in an all-stock transaction valued at approximately $33.2 million, based on First Capital’s 20-day volume-weighted average price of $63.05 as of November 4, 2026. First Bancorp holders would receive a fixed 0.3075 First Capital shares for each First Bancorp share; the ratio will not adjust with First Capital’s market price. First Capital’s 90,000 First Bancorp shares will be cancelled for no consideration, and First Federal Savings Bank will merge into First Harrison Bank, which survives.
Closing is anticipated in the first half of 2027, subject to First Bancorp shareholder and regulatory approvals, effectiveness of First Capital’s S-4 registration statement, listing authorization and other conditions. The agreement provides for First Capital to assume First Bancorp’s obligations, including $12.0 million of subordinated notes and approximately $5.0 million of junior subordinated debentures. The presentation estimates 32.7% 2028E EPS accretion, assuming 100% cost-savings realization, alongside 6.9% TBVPS dilution and a 1.4-year TBVPS earnback. At the Effective Time, Michael H. Head, First Bancorp’s President and CEO, is to join First Capital’s board and serve as First Harrison Bank’s Market President at an annual base salary of $305,242.
Filing Explained
The merger presentation projects First Bancorp holders at 13% of combined ownership and lists $9.9 million in one-time pretax merger costs.
Closing remains subject to First Bancorp shareholder, regulatory, and other conditions; if completed, the presentation projects First Bancorp shareholders would own
The presentation lists
If Michael Head remains employed through the effective date and signs and does not revoke a release, First Federal Savings Bank is to pay him a lump sum immediately before that date equal to 2.99 times his Section 280G “base amount,” reduced as needed to avoid an excess parachute payment.
8-K Event Classification
Key Figures
Key Terms
fixed exchange ratio financial
volume-weighted average price financial
TBVPS earnback financial
core deposit intangible financial
excess parachute payment regulatory
FAQ
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When is the FCAP–First Bancorp merger expected to close?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Overview
On November 4, 2026, First Capital, Inc. (“First Capital”), an Indiana corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Bancorp of Indiana, Inc. (“First Bancorp”), an Indiana corporation, pursuant to which First Bancorp will merge with and into First Capital, whereupon the separate corporate existence of First Bancorp will cease and First Capital will survive (the “Merger”). In connection with the Merger, First Federal Savings Bank, an Indiana state-chartered commercial bank and wholly-owned subsidiary of First Bancorp, will be merged with and into First Harrison Bank, an Indiana state-chartered commercial bank and wholly-owned subsidiary of First Capital, with First Harrison Bank as the surviving bank.
Merger Consideration
Subject to the terms and conditions of the Merger Agreement, in connection with the Merger, each holder of First Bancorp common stock will receive 0.3075 shares of First Capital common stock (the “Exchange Ratio”) per share of First Bancorp common stock such holder owns (the “Merger Consideration”). The Exchange Ratio is fixed and will not be adjusted based on changes in the market price of First Capital common stock. No fractional shares of First Capital common stock will be issued in the Merger; instead, each holder of First Bancorp common stock who would otherwise be entitled to a fractional share will receive an amount in cash in lieu of such fractional share, as provided in the Merger Agreement. Shares of First Capital common stock issued as Merger Consideration will be issued in book-entry form, and First Capital will deposit the Merger Consideration with an exchange agent for delivery to First Bancorp shareholders following the Effective Time.
Based upon the 20-day volume-weighted average price of First Capital as of November 4, 2026 of $63.05 per share, the total Merger Consideration is estimated to be $33.2 million, which amount will change due to fluctuations in the price of First Capital’s common stock.
Representations, Warranties and Covenants
The Merger Agreement contains representations, warranties and covenants of First Capital and First Bancorp, including, among others, covenants that require First Bancorp not to engage in certain kinds of transactions from the date of the Merger Agreement until the Effective Time (without the prior written consent of First Capital), other than as permitted by the Merger Agreement. Subject to certain exceptions, the board of directors of First Bancorp will recommend the approval and adoption of the Merger Agreement and the Merger contemplated thereby and solicit proxies voting in favor of the Merger Agreement from First Bancorp shareholders. Subject to certain exceptions, First Bancorp has also agreed not to (i) solicit proposals relating to alternative business combination transactions or (ii) enter into discussions or negotiations or provide confidential information in connection with any proposals for alternative business combination transactions.
Termination and Termination Fee
The Merger Agreement provides certain termination rights for both First Capital and First Bancorp and further provides that upon termination of the Merger Agreement under certain circumstances, First Bancorp will be obligated to pay First Capital a termination fee of $1.4 million. The termination fee is payable by First Bancorp in specified circumstances, including if First Bancorp terminates the Merger Agreement to enter into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement) or following a change in the recommendation of First Bancorp’s board of directors in connection with such a proposal.
Closing Conditions
As noted above, consummation of the Merger is subject to various conditions, including (i) receipt of the requisite approval of the shareholders of First Bancorp, (ii) receipt of regulatory approvals, (iii) absence of any law or order prohibiting the closing, (iv) effectiveness of the registration statement to be filed by First Capital with the Securities and Exchange Commission (the “SEC”) with respect to the First Capital common stock to be issued in the Merger, and (v) authorization for listing on The Nasdaq Stock Market of the shares of First Capital common stock to be issued in the Merger. In addition, each party’s obligation to consummate the Merger is subject to certain additional customary conditions, including: (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party; (ii) compliance of the other party with its covenants in all material respects; and (iii) receipt by such party of an opinion from counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Assumption of Indebtedness
In connection with the Merger, First Capital will assume First Bancorp’s obligations with respect to its outstanding indebtedness, including (i) $12.0 million in aggregate principal amount of subordinated notes, consisting of First Bancorp’s 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032 and 4.00% Fixed-to-Floating Rate Subordinated Notes due 2037, and (ii) approximately $5.0 million in aggregate principal amount of junior subordinated debentures due 2037 relating to First Bancorp’s outstanding trust preferred securities.
Important Statement Regarding the Merger Agreement
The Merger Agreement also contains representations and warranties that the parties have made to each other as of specific dates. Except for its status as a contractual document that establishes and governs the legal relations among the parties with respect to the Merger described therein, the Merger Agreement is not intended to be a source of factual, business or operational information about the parties. The representations and warranties contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, may be subject to a contractual standard of materiality different from what a shareholder might view as material, may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to that agreement. Shareholders should read the Merger Agreement together with the other information concerning First Capital and First Bancorp that First Capital publicly files in reports and statements with the SEC.
Board Approval; Recommendation; Governance
The Merger Agreement has been approved by the board of directors of each of First Capital and First Bancorp. Subject to the approval of the Merger by First Bancorp’s shareholders, regulatory approvals, and other customary closing conditions, the parties anticipate completing the Merger in the first half of 2027.
Voting Agreements. The members of the board of directors of First Bancorp have executed voting agreements (each a “Voting Agreement” and, together, the “Voting Agreements”) in which they have agreed to vote their shares of First Bancorp stock in favor of the Merger at the special meeting of First Bancorp’s shareholders at which the Merger is to be considered. A form of Voting Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
First Capital Shares. First Capital currently owns 90,000 shares of First Bancorp common stock. These shares of First Bancorp common stock that First Capital owns immediately prior to the Effective Time will be cancelled and retired at the Effective Time, and no shares of First Capital common stock or other consideration will be issued or paid in exchange for those shares.
Michael Head Agreement. Pursuant to the Merger Agreement, at the Effective Time, Michael H. Head, the current President and Chief Executive Officer and a director of First Bancorp, will be appointed to the board of directors of First Capital. In connection with the Merger, First Capital, First Bancorp, First Federal Savings Bank and Mr. Head entered into a Settlement and Restrictive Covenant Agreement, which is described under Item 5.02 below.
The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director. As described in Item 1.01 above, pursuant to the Merger Agreement, at the Effective Time, First Capital will appoint Michael H. Head, currently President and Chief Executive Officer and a director of First Bancorp, to the board of directors of First Capital. There is no other arrangement or understanding between Mr. Head and any other person pursuant to which he was selected to serve as a director. The committees of the First Capital board of directors on which Mr. Head will serve have not yet been determined, and First Capital will disclose any such committee appointments as and when required. There are no family relationships between Mr. Head and any director or executive officer of First Capital. There are no transactions involving Mr. Head that would be required to be reported under Item 404(a) of Regulation S-K.
Settlement and Restrictive Covenant Agreement. Concurrently with the execution of the Merger Agreement, on November 4, 2026, First Capital, First Bancorp, First Federal Savings Bank and Mr. Head entered into a Settlement and Restrictive Covenant Agreement (the “Settlement Agreement”), which will become effective at the Effective Time. The Settlement Agreement supersedes Mr. Head’s Amended and Restated Employment Agreement dated June 20, 2018, as extended (the “Prior Employment Agreement”), which will terminate immediately prior to the Effective Time. As of the Effective Time, Mr. Head will continue employment with First Harrison Bank as Market President on an at-will basis, with an annual base salary of $305,242. In consideration of the termination of the Prior Employment Agreement and the restrictive covenants described below, and provided that Mr. Head remains employed through the Effective Date and executes and does not revoke a release of claims, Mr. Head will receive a lump-sum cash settlement payment from First Federal Savings Bank equal to 2.99 times his “base amount” (within the meaning of Section 280G of the Internal Revenue Code), payable immediately prior to the Effective Date and subject to applicable tax withholding. The settlement payment will be reduced to the extent necessary so that it does not constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code. The Settlement Agreement also contains restrictive covenants applicable to Mr. Head.
The foregoing description of the Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 5, 2026, First Capital and First Bancorp issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1.
In connection with the announcement of the Merger Agreement, First Capital made available an investor presentation regarding the proposed Merger. A copy of the investor presentation is attached hereto as Exhibit 99.2.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Additional Information for Shareholders
In connection with the proposed Merger, First Capital will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement of First Bancorp and a Prospectus of First Capital (“Proxy Statement/Prospectus”), as well as other relevant documents concerning the proposed transaction. Shareholders are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the Merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about First Capital and First Bancorp, may be obtained at the SEC’s Internet site (http://www.sec.gov). Copies of the documents filed with the SEC by First Capital will be available free of charge on First Capital’s internet website at www.firstharrison.com under the “Investor Relations” tab.
First Capital and First Bancorp and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of First Bancorp in connection with the proposed Merger. Information about the directors and executive officers of First Capital is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and its proxy statement for its 2026 annual meeting of shareholders, filed with the SEC on April 8, 2026. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed Merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the expected timing, completion, financial benefits and other effects of the proposed Merger between First Capital and First Bancorp. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties, including a number of factors that could cause actual results to differ materially from those expressed or implied by such statements. Factors that might cause such a difference include, but are not limited to: expected cost savings, synergies and other financial benefits from the proposed Merger might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; the requisite regulatory approvals for the proposed Merger might not be obtained; satisfaction of other closing conditions; delay in closing the proposed Merger; the reaction to the transaction of the companies’ customers and employees; market, economic, operational, liquidity, credit and interest rate risks associated with First Capital’s and First Bancorp’s businesses; competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related regulations); ability of First Capital and First Bancorp to execute their respective business plans (including integrating the First Capital and First Bancorp businesses); changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention of our internal controls; failure or disruption of our information systems; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this Current Report and other factors identified in First Capital’s Annual Report on Form 10-K and other periodic filings with the SEC. Completion of the Merger is subject to the approval of the shareholders of First Bancorp, receipt of required regulatory approvals, and the satisfaction of customary closing conditions. These forward-looking statements are made only as of the date of this Current Report, and First Capital undertakes no obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 2.1 | Agreement and Plan of Merger, dated as of November 4, 2026, by and between First Capital, Inc. and First Bancorp of Indiana, Inc.* |
| 10.1 | Form of Voting Agreement |
| 10.2 | Settlement and Restrictive Covenant Agreement, dated as of November 4, 2026, by and among First Capital, Inc., First Bancorp of Indiana, Inc., First Federal Savings Bank and Michael Head* |
| 99.1 | Joint Press Release issued by First Capital, Inc. and First Bancorp of Indiana, Inc. dated November 5, 2026 |
| 99.2 | Investor Presentation, dated November 5, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. First Capital agrees to furnish a copy of any omitted schedule or attachment to the Securities and Exchange Commission upon request.
* * * * * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| First Capital, Inc. | ||
| Date: November 5, 2026 | By: | /s/ Joshua P. Stevens |
| Joshua P. Stevens | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
 |  |
November 5, 2026
First Capital, Inc. to Expand Southern Indiana and Western Kentucky Presence with the Acquisition of First Bancorp of Indiana, Inc.
Transaction Strengthens First Capital's Community Banking Franchise and Enhances Regional Scale
CORYDON, IN and EVANSVILLE, IN, November 5, 2026 — First Capital, Inc. (NASDAQ: FCAP) (“First Capital”), the holding company for First Harrison Bank, and First Bancorp of Indiana, Inc. (OTCPK: FBPI) (“First Bancorp”), the holding company for First Federal Savings Bank, jointly announced today that they have entered into a definitive merger agreement pursuant to which First Bancorp will merge with and into First Capital in an all-stock transaction valued at approximately $33.2 million, based upon the 20-day volume-weighted average closing price of First Capital as of November 4, 2026 of $63.05 per share. Following the merger of First Bancorp with and into First Capital, First Federal Savings Bank will merge with and into First Harrison Bank.
First Bancorp, headquartered in Evansville, Indiana, is the holding company for First Federal Savings Bank, an Indiana state-chartered commercial bank and wholly-owned subsidiary of First Bancorp that currently operates ten offices across Southern Indiana and Western Kentucky. As of September 30, 2026, First Bancorp had approximately $583 million in total assets, $444 million in gross loans, $473 million in deposits and $33 million of total equity.
“We are extremely excited to partner with First Bancorp and further expand our presence across Southern Indiana and Western Kentucky,” commented Chris Frederick, President and Chief Executive Officer of First Capital. “The expansion of our branch network across these markets will allow us to attract additional talent, build meaningful customer relationships and grow our franchise through a partnership with an organization that shares our approach to community banking.”
Michael Head, President and Chief Executive Officer of First Bancorp, noted, “We are pleased to join First Capital’s strong franchise and believe the cultural alignment between our organizations is ideal for the next chapter for First Bancorp’s customers, employees and shareholders. This combination will provide additional resources to support our customers, create new opportunities for our employees and continue our longstanding commitment to the communities we serve.”
Under the terms of the agreement, which was unanimously approved by the boards of both companies, First Bancorp shareholders will be entitled to receive a fixed exchange ratio of 0.3075 shares of First Capital common stock for each First Bancorp common share. As of November 4, 2026, based upon the 20-day volume-weighted average closing price of First Capital of $63.05 per share, the transaction is valued at approximately $33.2 million.
The transaction is expected to be completed in the first half of 2027, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of First Bancorp shareholders.
Raymond James & Associates, Inc. served as financial advisor to First Capital and rendered a fairness opinion to the Board of Directors of First Capital. Keefe, Bruyette & Woods, Inc. A Stifel Company served as financial advisor to First Bancorp and rendered a fairness opinion to the Board of Directors of First Bancorp.
Krieg DeVault LLP served as legal counsel to First Capital and Kilpatrick Townsend & Stockton LLP served as legal counsel to First Bancorp.
About First Capital, Inc.
First Capital, Inc. (NASDAQ: FCAP) is the holding company of First Harrison Bank, a community bank headquartered in Corydon, Indiana. First Harrison Bank operates 12 branches across Clark, Floyd, Harrison and Washington counties in Indiana, and 5 branches in Bullitt County, Kentucky. As of September 30, 2026, First Capital had total assets of $1.3 billion, gross loans of $686 million and total deposits of $1.1 billion.
About First Bancorp of Indiana, Inc.
First Bancorp of Indiana, Inc. (OTCPK: FBPI) is the holding company of First Federal Savings Bank, a community bank headquartered in Evansville, Indiana. First Federal Savings Bank operates 9 branches across Daviess, Pike, Posey, Vanderburgh and Warrick counties in Indiana, and 1 branch in Henderson County, Kentucky. As of September 30, 2026, First Bancorp of Indiana had total assets of $583 million, gross loans of $444 million and total deposits of $473 million.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. First Capital will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 containing a proxy statement/prospectus of First Bancorp of Indiana, Inc. and First Capital, and First Capital will file other documents with respect to the proposed merger. A definitive proxy statement/prospectus will be mailed to shareholders of First Bancorp. Investors and shareholders of First Bancorp and First Capital are urged to read the proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and shareholders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by First Capital through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by First Capital will be available free of charge on First Capital’s internet website at www.firstharrison.com under the “Investor Relations” tab.
First Capital, First Bancorp, their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of First Capital is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 31, 2026, and its proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 8, 2026. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “may”, “can”, “believe”, “expect”, “project”, “intend”, “likely”, “plan”, “seek”, “should”, “would”, “estimate” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical facts. These forward-looking statements are subject to numerous risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements because such statements are inherently subject to significant assumptions, risks and uncertainties, many of which are difficult to predict and are generally beyond First Capital’s and First Bancorp’s control. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of First Bancorp in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of First Bancorp and First Capital; the diversion of management time on issues related to the merger; the failure to consummate or delay in consummating the merger for other reasons; changes in laws or regulations; and changes in general economic conditions. First Bancorp and First Capital undertake no obligation (and expressly disclaim any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in First Capital’s most recent Form 10-K and 10-Q reports and to First Capital’s most recent Form 8-K reports, which are available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of First Capital or First Bancorp.
Contacts:
First Capital, Inc.
Joshua P. Stevens
Chief Financial Officer
812-738-1570
First Bancorp of Indiana, Inc.
Michael H. Head
President and CEO
812-492-8100
Exhibit 99.2
1 First Capital, Inc. NOVEMBER 5, 2026 Announcing the acquisition of First Bancorp of Indiana, Inc.
2 Forward - Looking Statements This presentation contains certain “forward - looking statements” within the meaning of the safe harbor provisions of the United S tates Private Securities Litigation Reform Act of 1995. Forward - looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “would,” a nd similar expressions, and include, among other things, statements regarding the expected timing, completion, financial and strategic benefits of the proposed merger of First Bancorp of Indiana, Inc. (“First Bancorp”) with and into First Capital, In c. (“First Capital”), anticipated cost savings, accretion and dilution estimates, earnback periods, pro forma financial measures, and future results of operations or financial condition of the combined company. These forward - looking statements are subject to numerous assumptions, risks and uncertainties, many of which are difficult to pr edict and beyond the control of First Capital and First Bancorp. Actual results may differ materially from those expressed in, or implied by, these statements. Factors that could cause actual results to differ materially include, but are not limited to: the failure to obtain the approval of First Bancorp shareholders; the risk that a regulatory approval required for the merger is not obtained or is obtained subject to conditions that are not anticipated; the timing to consummate the pr opo sed merger and the risk that a closing condition may not be satisfied; the parties’ ability to achieve the anticipated cost savings, synergies and other benefits of the merger within expected time frames or at all; the parties’ ability to promp tly and effectively integrate the two companies; the diversion of management time to merger - related matters; reaction of customers, employees and counterparties to the transaction; changes in laws or regulations; and changes in general economic, mar ket and interest rate conditions. For additional factors, see the risk factors described in First Capital’s most recent Annual Report on Form 10 - K, subsequent Quarterly Reports on Form 10 - Q, and Current Reports on Form 8 - K, which are availab le at www.sec.gov. First Capital and First Bancorp undertake no obligation, and expressly disclaim any obligation, to update or revise any forward - looking statement, whether as a result of new information, future events or otherwis e, except as required by law. No Offer or Solicitation This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of suc h jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information About the Merger and Where to Find It In connection with the proposed merger, First Capital will file with the Securities and Exchange Commission (the “SEC”) a reg ist ration statement on Form S - 4 that will include a proxy statement of First Bancorp and a prospectus of First Capital (the “proxy statement/prospectus”), and First Capital will file other documents with respect to the proposed merger. A defini tiv e proxy statement/prospectus will be mailed to shareholders of First Bancorp. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT W ILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investor s a nd shareholders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by First Capital through the websi te maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by First Capital will also be available free of charge on First Capital’s website at www.firstharrison.com under the “Investor Relations” tab. Participants in the Solicitation First Capital, First Bancorp, and their respective directors and executive officers and other members of management and emplo yee s may be deemed to be participants in the solicitation of proxies from the shareholders of First Bancorp in connection with the proposed merger. Information about the directors and executive officers of First Capital is set forth in its Annual Report on Form 10 - K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and its proxy statement for its 2026 annual meeting of shareholders, filed with the SEC on April 8, 2026. Other information regarding th e participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in co nne ction with the proposed merger when they become available. Free copies of these documents may be obtained as described in the preceding paragraph. Non - GAAP Financial Measures and Pro Forma Information This presentation contains certain financial measures that are not presented in accordance with U.S. generally accepted accou nti ng principles (“GAAP”), including pro forma and estimated combined - company metrics. These measures should be considered in addition to, and not as a substitute for or superior to, financial measures presented in accordance with GAAP. The pro forma and projected financial information in this presentation, including estimated cost savings, EPS accretion, tangible book value per share dilution and earnback, pro forma returns, and purchase accounting adjustments, is estimated as of the expected closing, is based on assumptions and estimates that management believes are reasonable, and is presented for illustrative purposes only. It does not purport to represent, and should not be relied upon as, the actual resu lts or financial position that will result from the proposed merger, and actual results may differ materially. These measures may not be comparable to similarly titled measures used by other companies. Legal Disclosure
3 (1) Consolidated financial highlights as of September 30, 2026 (2) Deposit data as of June 30, 2026 per FDIC’s summary of deposits Source: S&P Capital IQ Pro First Bancorp of Indiana - Company Overview Daviess, IN Warrick, IN Pike, IN Posey, IN Henderson, KY FBPI Branch (10) First Bancorp of Indiana '27-'32 Proj. Market Rank Branches Deposits Population Population Change County # # ($000s) (#) % Vanderburgh, IN 5 5 366,936 181,678 0.7 Pike, IN 2 1 39,409 11,849 (2.1) Daviess, IN 6 1 28,557 34,213 1.5 Warrick, IN 9 1 25,574 67,064 2.7 Posey, IN 5 1 9,385 24,747 (1.3) Henderson, KY 8 1 2,944 43,893 (1.2) Total - 10 472,805 363,444 - Total Assets $583M Gross Loans $444M Total Deposits $473M LTM Net Income $2.1M LTM ROAA 0.35% Loans / Deposits 94% TCE 4.7% MRQ Cost of Deposits 2.27% Vanderburgh, IN Market Overview (2) Financial Highlights (1)
4 Non - interest Bearing 15.8% IB, MMDA & Savings 59.3% Retail CDs 11.5% Jumbo CDs 13.3% 1 - 4 Family 30.2% CRE & Multi - family 33.2% C&D 8.8% Home Equity 8.4% C&I 12.3% Farm & Ag. 1.4% Consumer & Other 5.5% 6.32% Yield on Loans (1) Pro forma financials and impacts are estimated at close and include the impact of purchase accounting adjustments; 2028E EPS accretion and 2028E pro forma ROAA reflect 100% realization of cost savings (2) Pro forma loan & deposit composition, yield on loans and cost of deposits reference bank - level loan and deposit data as of S eptember 30, 2026 Pro Forma Overview Key Highlights (1) Pro Forma Loan & Deposit Composition (2) Deposit Portfolio Total Assets $1.9 billion Total Loans $1.1 billion Total Deposits $1.6 billion Loan Portfolio Pro Forma Branch Map FCAP (17) FBPI (10) ’28 EPS Accretion 32.7% TBVPS Dilution 6.9% TBVPS Earnback 1.4yrs ’28 PF ROAA 1.5%+ 1.56% Cost of Deposits
5 Financially Attractive • TBVPS earnback of 1.4 years • ~33% fully - phased EPS accretion • ~13% pro forma ownership for FBPI shareholders • Though not modeled, the transaction provides additional opportunities to restructure the FBPI balance sheet after closing, potentially including the sale of FBPI single - family loans and repayment of borrowings Strategic Market Expansion • Establishes a presence in the Evansville market • Expands into a market with similar demographics and community banking characteristics • Adds 10 branches across southwestern Indiana and Kentucky Familiar, Complementary Franchise • Opportunity to expand commercial lending across the combined franchise • Leverages First Harrison Bank’s existing products and capabilities to deepen customer relationships • Provides a larger platform for organic loan and deposit growth Transaction Highlights
6 Transaction Summary (1) Based on 1,714,600 FBPI shares outstanding, inclusive of 2,542 of outstanding RSUs and 90,000 shares owned by FCAP (2) Based on FCAP’s 20 - day volume - weighted average closing price per share of $63.05 on November 4, 2026 (3) Valuation multiples shown on an aggregate basis; deal value / LTM earnings + cost savings and 2028E EPS accretion metrics ref lec t 100% realized cost savings • Deal value / TBV: 122% (pay - to - trade ratio of 75%) • Deal value / LTM earnings: 16.1x | Deal value / LTM earnings + cost savings: 5.2x • TBV dilution at close: 6.9% | TBV earnback period: 1.4 years • 2028E EPS accretion: 32.7% • Anticipated transaction close in the first half of 2027 • Subject to customary regulatory approvals and FBPI shareholder approvals • One - time merger costs of $9.9 million (pre - tax) • Aggregate transaction value of $33.2 million (1)(2) • Deal value per FBPI share of $19.39 (2) • Fixed exchange ratio of 0.3075x FCAP shares for each FBPI share outstanding • Pro forma ownership: 87% FCAP | 13% FBPI • 28% cost savings of FBPI’s non - interest expense • 75% realization in 2027, 100% realization in 2028 and beyond • All regulatory capital ratios remain well capitalized at transaction close • Loan credit mark of $4.7 million (1.1% of loans at closing), assumes no CECL “double - count ” • Loan interest rate mark - down of $12.3 million (2.8% of loans at closing) accreted straight line over 4.7 years • Core deposit intangible of 2.50% of non - time deposits, amortized SYD over 10 years • Additional fair value marks on AOCI, fixed assets, mortgage servicing rights, time deposits, subordinated debt and trust preferred securities Valuation Multiples & Metrics (2)(3) Timing & Approvals Selected Purchase Accounting Assumptions (Pre - Tax) Merger Charges Transaction Structure & Consideration Cost Savings Pro Forma Capital