FSFG director Lawson John P Jr converted, cashed out in First Merchants merger

Rhea-AI Filing Summary

First Savings Financial Group (FSFG) director Lawson John P Jr reported the automatic conversion and cancellation of his holdings due to the company’s merger with First Merchants Corporation. Each share of FSFG common stock was converted into the right to receive 0.85 shares of First Merchants common stock, with cash paid instead of fractional shares.

His FSFG stock options, covering grants at exercise prices from $15.10 to $29.00, were canceled in exchange for cash. The cash amount for each option was based on the excess of the cash-equivalent merger consideration of $32.5876 per share over the option’s exercise price, less tax withholdings. Following these transactions, the reported FSFG common stock and options positions show zero shares and zero options remaining.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lawson John P Jr

(Last) (First) (Middle)

702 NORTH SHORE DRIVE

SUITE 300

(Street)

JEFFERSONVILLE IN 47130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
First Savings Financial Group, Inc. [ FSFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/01/2026		D		36,601	D	(1)	0	D
Common Stock	02/01/2026		D		23,259	D	(1)	0	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$22.12	02/01/2026		D			1,500(2)	11/21/2020	11/21/2029	Common Stock	1,500(2)	(2)	0	D
Stock Options	$21.1	02/01/2026		D			1,500(2)	11/20/2021	11/20/2030	Common Stock	1,500(2)	(2)	0	D
Stock Options	$26.72	02/01/2026		D			1,500(2)	11/21/2022	11/21/2031	Common Stock	1,500(2)	(2)	0	D
Stock Options	$22.49	02/01/2026		D			750(2)	11/21/2023	11/21/2032	Common Stock	750(2)	(2)	0	D
Stock Options	$15.1	02/01/2026		D			750(2)	11/21/2024	11/21/2033	Common Stock	750(2)	(2)	0	D
Stock Options	$29	02/01/2026		D			750(2)	11/21/2025	11/21/2034	Common Stock	750(2)	(2)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of September 24, 2025, between the Issuer and First Merchants Corporation, each issued and outstanding share of Issuer common stock was converted into the right to receive 0.85 shares of First Merchants Corporation common stock (subject to the payment of cash in lieu of fractional shares).

2. This option was canceled in the merger in exchange for an amount of cash equal to the product of (i) the number of shares for which such option is exercisable and (ii) the excess of the per share cash equivalent consideration of $32.5876 over the per share exercise price of such option, less any applicable tax withholdings.

	/s/ Victor L. Cangelosi, pursuant to power of attorney	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Lawson John P Jr report for FSFG?

Lawson John P Jr reported the conversion and cancellation of his FSFG holdings in connection with the merger into First Merchants Corporation. His common shares were converted into First Merchants stock rights, and all reported FSFG stock options were canceled in exchange for cash based on the merger terms.

How were First Savings Financial Group (FSFG) shares converted in the merger?

Each FSFG common share was converted into the right to receive 0.85 First Merchants shares, with cash paid instead of any fractional shares. This ratio applied to all issued and outstanding FSFG common stock as of the merger closing described in the insider’s Form 4 filing.

What happened to FSFG stock options held by Lawson John P Jr?

All reported FSFG stock options were canceled in the merger. For each option, the holder received cash equal to the number of underlying shares multiplied by the excess of the $32.5876 cash-equivalent merger value over that option’s exercise price, reduced by applicable tax withholdings.

Did the FSFG director retain any First Savings common stock after the merger?

The Form 4 shows zero FSFG common shares beneficially owned after the transactions. Previously held shares, including those held directly and in an IRA, were converted into rights to receive First Merchants Corporation stock under the agreed 0.85-for-1 exchange ratio in the merger.

How were FSFG shares held in an IRA treated in the merger?

FSFG common stock held indirectly by Lawson John P Jr through an IRA was treated the same as directly held shares. Those IRA-held shares were converted into the right to receive 0.85 shares of First Merchants Corporation common stock for each FSFG share, plus cash for any fractions.

What merger consideration per share was used to cancel FSFG options?

The option cash-out used a per share cash-equivalent merger value of $32.5876. Cash for each canceled option was calculated as this $32.5876 amount minus the option’s exercise price, multiplied by the number of option shares, subject to applicable tax withholdings.