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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.
First Merchants Corporation furnished an update on its fourth quarter and full-year performance by issuing a press release covering financial results for the quarter ended December 31, 2025. The company released this information on January 26, 2026 and attached the press release as Exhibit 99.1.
First Merchants also scheduled a fourth quarter 2025 earnings conference call and webcast for January 27, 2026 at 9:00 a.m. Eastern Time, using a slide presentation furnished as Exhibit 99.2. The company specifies that the press release and presentation are being furnished, not filed, under the securities laws and will only be incorporated into other documents if expressly referenced.
Insider grant and holdings summary: First Merchants Corp reporting person Stephan Fluhler received a grant of 73.228 units of Phantom Stock on 09/22/2025. Each phantom share is the economic equivalent of one share of FRME common stock and will be settled in cash or shares at the reporting person's election upon separation from the company.
After the reported transaction the filing shows 1,250.428 shares of common stock beneficially owned directly by the reporting person. The phantom stock grant lists a reference price of $40.61 per share in the filing.
Mark K. Hardwick, Chief Executive Officer and Director of First Merchants Corp (symbol reported as FRME), reported on Form 4 a grant of 28.428 units of phantom stock on 09/22/2025. Each phantom share is economically equivalent to one share of common stock and will be settled in cash or shares at the reporting person's election upon separation. The filing shows a notional price of $40.61 and reports 3,260.331 shares beneficially owned following the transaction. The filing was confirmed by Melanie Bowling.