Merger-driven 10-Q delay as First Savings (NASDAQ: FSFG) moves to deregister

Rhea-AI Filing Summary

First Savings Financial Group, Inc. filed a notice that it will be late filing its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025. The delay stems from completing its merger with First Merchants Corporation and handling related delisting and deregistration steps.

The company has filed a Form 25 to remove its shares from the NASDAQ Capital Market, expected to be effective February 12, 2026, and plans to submit a Form 15 to terminate or suspend its remaining reporting obligations. If it remains subject to reporting, it expects to file the Form 10-Q within the five-day extension period.

Insights

Equity and disclosure analyst

Late 10-Q ties to merger, with plans to end SEC reporting.

The company explains its delayed Form 10-Q by citing post-closing work from its merger with First Merchants Corporation, delisting from NASDAQ via Form 25, and preparations to file Form 15 to terminate or suspend Exchange Act reporting obligations.

This means the missing quarter is linked to a change in corporate status rather than operating problems described here. The company indicates it may still file the Form 10-Q within the five-day extension if reporting obligations continue past February 12, 2026, but it currently expects to deregister after the Form 25 becomes effective.

For investors following First Savings, the focus shifts to First Merchants as the surviving entity, while this filing clarifies that any remaining standalone SEC reporting for First Savings is likely to cease once the Form 15 is filed after the Form 25 effectiveness date mentioned.

SEC File Number: 001-34155

CUSIP Number: 33621E109

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR
		For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

First Savings Financial Group, Inc.

Full Name of Registrant

Not applicable

Former Name if Applicable

702 North Shore Drive, Suite 300

Address of Principal Executive Office (Street and Number)

Jeffersonville, Indiana 47130

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)		The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

First Savings Financial Group, Inc. (the “Company”) consummated its merger with First Merchants Corporation on February 1, 2026 (“Merger”). On February 2, 2026, the Company filed a Form 25 to remove its common stock from listing on the NASDAQ Capital Market, which is expected to become effective on February 12, 2026. In connection with the Merger closing and the pending delisting and deregistration sequence, the Company has been focused on post-closing integration activities, completing required exchange and SEC processes, and preparing to file a Form 15 to terminate or suspend its remaining reporting obligations under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), promptly following the effectiveness of the Form 25.

As a result of the foregoing, the Company was unable to complete the preparation and review of its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 by the prescribed due date of February 9, 2026 without unreasonable effort or expense. If the Company remains subject to a reporting obligation for the Form 10-Q, the Company currently expects to file the Form 10-Q on or before the fifth calendar day following the prescribed due date, as permitted by Rule 12b-25. However, the Company presently anticipates filing a Form 15 on or after February 12, 2026, upon the effectiveness of the Form 25, to terminate or suspend its remaining reporting obligations under the Exchange Act after which the Company would no longer be required to file the Form 10-Q.

PART IV – OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification

Michele M. Kawiecki

(765)

747-1500

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).  Yes ☒ No ☐

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof.  Yes ☐ No ☒

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

First Merchants Corporation, as successor by merger to First Savings Financial Group, Inc., has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:		February 10, 2026						By:		/s/ Michele M. Kawiecki
										Michele M. Kawiecki
										Executive Vice President, Chief Financial Officer

FAQ

Why is First Savings Financial Group (FSFG) delaying its Form 10-Q?

First Savings Financial Group is delaying its Form 10-Q because it just completed a merger with First Merchants Corporation. Management is focused on post-closing integration, delisting its stock, and preparing a Form 15 to end Exchange Act reporting rather than completing the quarter’s report on time.

Which reporting period is affected by First Savings Financial Group’s late filing?

The late filing concerns First Savings Financial Group’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025. The company states it could not complete preparation and review of this report by the prescribed due date of February 9, 2026 due to merger-related activities.

Will First Savings Financial Group still file the December 31, 2025 Form 10-Q?

The company says it expects to file the Form 10-Q within the five-day extension if it remains subject to that reporting obligation. However, it anticipates filing a Form 15 after February 12, 2026, which would terminate or suspend its duty to file the Form 10-Q.

What corporate actions are tied to First Savings Financial Group’s reporting changes?

First Savings Financial Group completed a merger with First Merchants Corporation on February 1, 2026. It then filed a Form 25 on February 2, 2026 to delist from the NASDAQ Capital Market, effective around February 12, 2026, and plans a Form 15 to end or suspend Exchange Act reporting.

Who signed the late-filing notice for First Savings Financial Group (FSFG)?

The notification was signed on behalf of First Merchants Corporation, as successor by merger to First Savings Financial Group. It was executed by Michele M. Kawiecki, who is identified as Executive Vice President and Chief Financial Officer, on a signature dated February 10, 2026.