First Merchants (NASDAQ: FRME) closes acquisition of First Savings Financial Group

Rhea-AI Filing Summary

First Merchants Corporation completed its acquisition of First Savings Financial Group, Inc. under a previously signed merger agreement. The merger became effective as of 12:01 a.m. Eastern Time on February 1, 2026, when First Savings merged into First Merchants.

Each share of First Savings common stock was converted into the right to receive 0.85 share of First Merchants common stock, plus cash instead of any fractional shares, in a tax-free exchange. Based on this exchange, First Merchants expects to issue approximately 6.1 million shares of its common stock.

Immediately before closing, First Savings restricted stock awards were exchanged for First Merchants shares using the same exchange ratio. Outstanding First Savings stock options were cancelled for a cash payment per share equal to $32.59 minus the exercise price and applicable taxes, paid by First Savings. After the holding company merger, First Savings Bank also merged into First Merchants Bank, which continues as the surviving bank.

Insights

Bank M&A and capital structure analyst

First Merchants closes stock-for-stock acquisition of First Savings, issuing about 6.1 million shares.

First Merchants Corporation has closed its acquisition of First Savings Financial Group via a stock-for-stock merger effective at 12:01 a.m. on February 1, 2026. Each First Savings share converts into 0.85 First Merchants share, with cash only for fractional shares, creating an all-equity consideration structure at the parent level.

The company expects to issue approximately 6.1 million new common shares, which increases the equity base and introduces some dilution to existing holders, though the exact relative size is not stated here. Equity-based deals are typical in bank consolidations and avoid adding new debt financing pressure.

First Savings restricted stock rolled into First Merchants equity at the same 0.85 ratio, while options were cashed out at $32.59 per share minus the exercise price and taxes, paid by First Savings on the day before closing. The subsequent merger of First Savings Bank into First Merchants Bank simplifies the structure so the combined banking operations run under a single surviving bank charter.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): February 2, 2026

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction of incorporation)
001-41342			35-1544218
(Commission File Number)			(IRS Employer Identification No.)

200 East Jackson Street

P.O. Box 792

Muncie, IN 47305-2814

(Address of principal executive offices, including zip code)

(765) 747-1500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Title of Each Class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.125 stated value per share			FRME			The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A			FRMEP			The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01.    OTHER EVENTS.

On February 2, 2026, First Merchants Corporation (“First Merchants”) issued a press release announcing the closing of its acquisition of First Savings Financial Group, Inc., an Indiana corporation (“First Savings”), pursuant to the Agreement and Plan of Merger, dated as of September 24, 2025, by and between First Merchants and First Savings (the “Merger Agreement”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As provided in the Articles of Merger filed with the Secretary of State of Indiana, the merger of First Savings with and into First Merchants (the “Merger”) became effective as of 12:01 a.m. (Eastern Time) on February 1, 2026 (the "Effective Time"). As of such Effective Time, each share of outstanding First Savings common stock was converted into the right to receive 0.85 of a share (the "Exchange Ratio") of First Merchants common stock, in a tax-free exchange, plus cash-in-lieu of any fractional share created by the Exchange Ratio.

Immediately prior to the Effective Time, each outstanding First Savings restricted stock award held by certain directors, executive officers and employees of First Savings, whether unvested or vested, was exchanged for shares of First Merchants common stock based on the Exchange Ratio according to their respective award agreement terms.

In addition, on the day immediately preceding the Effective Time, each outstanding option to acquire a share of First Savings common stock was cancelled in exchange for the right to receive a cash payment, which was paid by First Savings, equal to (i) $32.59 per share, which is equal to the Exchange Ratio multiplied by the volume-weighted average price of First Merchants common stock over the ten (10) consecutive trading days ending on January 27, 2026, less (ii) the option exercise price per share, and less (iii) any applicable withholding taxes.

First Merchants expects to issue approximately 6.1 million shares of its common stock, in exchange for all of the issued and outstanding shares of First Savings common stock.

Immediately following the Merger, First Savings Bank, a wholly-owned subsidiary of First Savings, merged with and into First Merchants Bank, a wholly-owned subsidiary of First Merchants, with First Merchants Bank surviving the merger and continuing its corporate existence.

The foregoing description of the mergers does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit 2.1			Agreement and Plan of Merger between First Merchants Corporation and First Savings Financial Group, Inc., dated as of September 24, 2025 (Incorporated by reference to registrant's Form 8-K filed on September 25, 2025)
Exhibit 99.1			Press Release, dated February 2, 2026
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* * * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

First Merchants Corporation

(Registrant)

By: /s/ Michele M. Kawiecki

Michele M. Kawiecki

Executive Vice President, Chief Financial Officer

(Principal Financial and Accounting Officer)

Dated: February 2, 2026

FAQ

What transaction did First Merchants Corporation (FRME) complete with First Savings?

First Merchants Corporation completed the acquisition of First Savings Financial Group, Inc. First Savings merged into First Merchants effective 12:01 a.m. Eastern Time on February 1, 2026, creating a combined holding company and banking structure under First Merchants and its subsidiary, First Merchants Bank.

What did First Savings shareholders receive in the First Merchants (FRME) merger?

Each First Savings common share was converted into the right to receive 0.85 of a First Merchants common share. Shareholders also receive cash instead of any fractional First Merchants share created by this 0.85 exchange ratio, and the exchange is described as tax-free for shareholders.

How many new shares will First Merchants issue for the First Savings acquisition?

First Merchants expects to issue approximately 6.1 million shares of its common stock. These shares are being issued in exchange for all issued and outstanding First Savings common stock, based on the 0.85-to-1 exchange ratio applied at the merger’s effective time.

How were First Savings restricted stock awards treated in the First Merchants (FRME) merger?

Immediately before the effective time, each outstanding First Savings restricted stock award was exchanged for First Merchants common shares. The conversion used the same 0.85 exchange ratio and followed the specific terms of each award agreement for directors, executive officers, and employees.

What happened to First Savings stock options in the First Merchants acquisition?

On the day before the merger became effective, each First Savings stock option was cancelled for a cash payment. The cash per share equaled $32.59, derived from the exchange ratio and First Merchants’ volume-weighted average price, minus the option exercise price and applicable withholding taxes.

How were the subsidiary banks affected by the First Merchants–First Savings merger?

Immediately following the holding company merger, First Savings Bank merged into First Merchants Bank. First Merchants Bank, already a wholly-owned subsidiary of First Merchants Corporation, is the surviving bank and continues its corporate existence, consolidating the combined banking operations.