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First Merchants Corporation furnished a Form 8-K announcing its third-quarter 2025 results and related investor events. The company issued a press release for the quarter ended September 30, 2025, and provided materials for an earnings discussion.
The press release is furnished as Exhibit 99.1. A slide presentation for the earnings conference call and webcast at 9:00 a.m. (ET) on October 23, 2025 is furnished as Exhibit 99.2. The information is furnished, not filed, and is not incorporated by reference unless specifically stated.
First Savings Financial Group (FSFG) disclosed that a director exercised stock options and acquired common shares. On 10/14/2025, the director exercised options for 1,500 shares at $22.12 and 1,500 shares at $26.72 (transaction code M), increasing direct holdings to 15,293 shares.
The reported holding includes restricted stock that vests 100% on November 21, 2025. The exercised options were fully vested. Remaining derivative awards include 300 options at $21.10 (vesting at 20% per year commencing November 20, 2021, expiring November 20, 2030) and 750 options at $29 (vesting 100% on November 21, 2025, expiring November 21, 2034).
Fordyce L. Chris, a director of First Savings Financial Group, Inc. (FSFG), reported multiple purchases of the issuer's common stock and exercises of stock options on 10/01/2025. The Form 4 shows six non‑derivative acquisitions totaling 5,700 shares at prices ranging from $13.36 to $26.72, and a sequence of option-related entries reflecting the same lots. After these transactions the report lists 47,293 shares beneficially owned by Mr. Chris, which includes restricted stock that vests 100% on November 21, 2025. Several option grants are listed as fully vested or subject to stated vesting schedules with exercise prices matching the reported transactions.
First Savings Financial Group, Inc. agreed to merge with First Merchants Corporation in a stock-for-stock deal. Each FSFG share will be converted into 0.85 of a share of First Merchants common stock when the merger closes, with First Merchants remaining as the surviving holding company and its bank subsidiary absorbing First Savings Bank.
The merger is subject to regulatory approvals and approval by FSFG shareholders and is currently expected to close in the first quarter of 2026. FSFG has agreed to customary covenants, including operating in the ordinary course and limiting competing transaction discussions, and may owe First Merchants a $10.0 million termination fee if the agreement is ended under certain conditions. FSFG directors and certain executive officers have signed a voting agreement to support the deal.
Padgett Martin, a director of First Savings Financial Group, Inc. (FSFG), reported insider transactions on 09/04/2025. The Form 4 shows an open-market acquisition of 750 shares of Common Stock at $22.49 per share, bringing his direct beneficial ownership to 12,293 shares including restricted stock that vests fully on November 21, 2025. The filing also discloses outstanding stock options: exercisable options covering 750, 1,500, 300, 1,500 and 750 shares with exercise prices ranging from $21.10 to $29.00 and various vesting and expiration dates. Several option grants are fully vested while others vest fully or partially by specified dates.
First Savings Financial Group, Inc. declared a cash dividend on its common stock. The Board approved a dividend of $0.16 per share, to be paid on or about September 30, 2025 to stockholders of record as of September 15, 2025. The company also issued a press release describing this dividend.
Schedule 13G/A disclosure by holders related to First Savings Financial Group, Inc. The filing reports that Martin Friedman directly holds 215,382 shares and, together with interests in Financial Opportunity Fund LLC and FJ Capital Management LLC, beneficially owns 498,246 shares, representing 7.20% of the common stock. FJ Capital Management LLC and Financial Opportunity Fund LLC each report ownership of 282,864 shares (4.09%). The filing notes that FJ Capital is the managing member of the fund and that certain shares are reported as shared holdings.
The filers certify that the shares were not acquired to change or influence control of the issuer and state no intent to act as a group to affect control. The disclosure clarifies voting and dispositive power: Mr. Friedman has sole voting and dispositive power over his directly held 215,382 shares and shared voting and dispositive power over the 282,864 fund shares.
First Savings Financial Group, Inc. reported stronger profitability for the quarter ended June 30, 2025 with net income of $6.17 million (up from $4.07 million a year earlier) and year-to-date net income of $17.89 million. Net interest income rose to $16.73 million for the quarter and $48.18 million year-to-date, after provisions, reflecting higher interest income on loans and securities.
Total assets were $2.42 billion and loans, net, were $1.896 billion. Deposits declined to $1.736 billion from $1.881 billion at September 30, 2024, and the Company increased Federal Home Loan Bank borrowings to $434.9 million. Accumulated other comprehensive loss widened to $(20.06) million due to unrealized securities losses. Operating cash flows were $(26.16) million for the nine months, with dividends paid of $0.47 per share year-to-date. The condensed financials reflect higher earnings alongside notable deposit outflows and unrealized investment losses.