SEC Form S-4 filed by First Merchants Corporation

As filed with the Securities and Exchange Commission on October 10, 2025

Registration Statement No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

INDIANA		6712		35-1544218
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

200 East Jackson Street

Muncie, Indiana 47305

(765) 747-1500

(Address, including Zip Code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Mark K. Hardwick

Chief Executive Officer

First Merchants Corporation

200 East Jackson Street

Muncie, Indiana 47305

(765) 747-1500

(Name, address, including Zip Code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Jeremy E. Hill Tonya Vachirasomboon Dentons Bingham Greenebaum LLP 2700 Market Tower 10 W. Market Street Indianapolis, Indiana 46204 (317) 635-8900		Victor L. Cangelosi Thomas P. Hutton Luse Gorman, PC 5335 Wisconsin Avenue, N.W.. Suite 780 Washington, DC 20015-2035 (202) 274-2000

 

 

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement and upon the effective time of the merger described in the accompanying proxy statement and prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) ☐

 

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

ADDITIONAL INFORMATION

This document incorporates important business and financial information about First Merchants from other documents filed by First Merchants with the Securities and Exchange Commission (“SEC”) that are not delivered with or included in this document. This information (including the documents incorporated herein by reference) is available to you without charge upon your written or oral request. You may request these documents in writing or by telephone at the following addresses and telephone numbers:

First Merchants Corporation

200 East Jackson Street

Muncie, Indiana 47305

Attention: Brian T. Hunt, Secretary

Telephone: (765) 747-1500

This document also incorporates important business and financial information about First Savings from other documents filed by First Savings with the SEC that are not delivered with or included in this document. This information (including the documents incorporated herein by reference) is available to you without charge upon your written or oral request. You may request these documents in writing or by telephone at the following addresses and telephone numbers:

First Savings Financial Group, Inc.

702 North Shore Drive, Suite 300

Jeffersonville, Indiana 47130

Attention: Tony A. Schoen, Corporate Secretary

Telephone: (812) 283-0724

To ensure timely delivery, requests for documents should be made no later than five business days prior to the date of the special meeting of the First Savings shareholders. Accordingly, if you would like to make such a request, please do so by [●], in order to receive the requested information before the meeting.

You can also obtain copies of the documents incorporated by reference in this document through the SEC’s website at www.sec.gov. See “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page [●].

In addition, if you are a First Savings shareholder and have questions about the Merger or the First Savings special meeting, need additional copies of this proxy statement and prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, you may contact the following:

[●]

FIRST SAVINGS FINANCIAL GROUP, INC.

702 North Shore Drive, Suite 300

Jeffersonville, Indiana 47130

NOTICE OF SPECIAL MEETING OF

SHAREHOLDERS TO BE HELD ON

[●]

To Our Shareholders:

We will hold a special meeting of the shareholders of First Savings Financial Group, Inc. (“First Savings”) on [●], at [●] p.m., local time, at the First Savings Bank Center – Community Room, located at 702 North Shore Drive, Jeffersonville, Indiana 47130.

The purposes of the special meeting are the following:

 

1.

Merger Proposal. To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of September 24, 2025 (the “Merger Agreement”), between First Merchants Corporation (“First Merchants”) and First Savings (the “Merger Proposal”).

 

2.

Merger-Related Compensation Proposal. To consider and vote upon a proposal to approve, on an advisory (non-binding) basis, the compensation to be paid to First Savings’ named executive officers that is based on or otherwise relates to the Merger, as discussed under the section titled “MERGER-RELATED COMPENSATION PROPOSAL” beginning on page [●] (the “Merger-Related Compensation Proposal”).

 

3.

Adjournment Proposal. To approve one or more adjournments of the First Savings special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the “Adjournment Proposal”).

The accompanying proxy statement and prospectus describes the Merger Agreement and the proposed merger of First Savings with and into First Merchants (the “Merger”) in detail and includes, as Annex A, the complete text of the Merger Agreement. We urge you to read these materials for a description of the Merger Agreement and the proposed Merger. In particular, you should carefully read the section captioned “Risk Factors” beginning on page [●] of the proxy statement and prospectus for a discussion of certain risk factors relating to the Merger. The Board of Directors of First Savings has fixed the close of business on [●], as the record date for determining those shareholders who are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting. Approval of the Merger Proposal requires the affirmative vote of shareholders holding a majority of the outstanding shares of First Savings common stock. Approval of the Merger-Related Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares of First Savings common stock cast at the meeting, in person or by proxy, so long as a quorum is present.

The First Savings Board of Directors unanimously recommends that you vote “FOR” (i) approval of the Merger Proposal; (ii) approval of the Merger-Related Compensation Proposal, and (iii) approval of the Adjournment Proposal.

Whether or not you plan to attend the special meeting in person, please submit your proxy by telephone, over the internet or by completing, signing, and dating the enclosed proxy card and returning it as soon as possible using the enclosed postage-prepaid envelope. If you attend the special meeting, you may vote in person if you wish, even if you have previously submitted your proxy. Not submitting your proxy will have the same effect as a vote against the Merger Proposal.

 

[●]

Jeffersonville, Indiana

FORWARD-LOOKING STATEMENTS

This document, and the information included or incorporated by reference into it, contain forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe,” “continue,” “pattern,” “estimate,” “project,” “intend,” “anticipate,” “expect” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected timing and benefits of the proposed Merger between First Merchants and First Savings, including future financial and operating results, cost savings, enhanced revenues, and accretion/dilution to reported earnings that may be realized from the Merger, as well as other statements of expectations regarding the Merger, and other statements of First Merchants’ goals, intentions, and expectations; statements regarding First Merchants’ business plan and growth strategies; statements regarding the asset quality of First Merchants’ loan and investment portfolios; and estimates of First Merchants’ risks and future costs and benefits, whether with respect to the Merger or otherwise.

These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: the risk that the businesses of First Merchants and First Savings will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; expected revenue synergies and cost savings from the Merger may not be fully realized or realized within the expected time frame; revenues following the Merger may be lower than expected; customer and employee relationships and business operations may be disrupted by the Merger; the ability to obtain required regulatory approvals or the approval of First Savings’ common shareholders, and the ability to complete the Merger on the expected timeframe; possible changes in economic and business conditions; the existence or exacerbation of general geopolitical instability and uncertainty; the ability of First Merchants to integrate recent acquisitions and attract new customers; possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the creditworthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to banks and bank holding companies; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity (including the ability to grow and maintain core deposits and retain large uninsured deposits), credit, and interest rate risks associated with First Merchants’ and First Savings’ businesses; the impacts of epidemics, pandemics, or other infectious disease outbreaks; and other risks and factors identified in First Merchants’ filings with the SEC.

Neither First Merchants nor First Savings undertakes any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed herein unless required to under the federal securities laws. In addition, First Merchants’ and First Savings’ past results of operations do not necessarily indicate either of their anticipated future results, whether or not the Merger is completed.

 

TABLE OF CONTENTS

 

		Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SHAREHOLDER MEETING			1
SUMMARY			6
SELECTED CONSOLIDATED FINANCIAL DATA			16
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FIRST MERCHANTS			17
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF FIRST SAVINGS			18
UNAUDITED PRO FORMA SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA OF FIRST MERCHANTS			19
RISK FACTORS			23
THE FIRST SAVINGS SPECIAL MEETING			30
General Information			30
Matters To Be Considered			30
Vote Required			30
Voting Agreement			30
Proxies			31
Solicitation of Proxies			31
Recommendation of the First Savings Board of Directors			31
Other Matters			32
Beneficial Ownership of First Savings Common Stock by Certain Shareholders			32
MERGER PROPOSAL			35
MERGER-RELATED COMPENSATION PROPOSAL			36
ADJOURNMENT PROPOSAL			38
THE MERGER			39
Description of the Merger			39
Merger Consideration			39
Treatment of First Savings Equity Awards			39
Exchange of Shares			40
Effect of the Merger on First Merchants Shareholders			41
Background of the Merger			41
First Merchants’ Reasons for the Merger			43
First Savings’ Reasons for the Merger			44
Opinion of First Savings’ Financial Advisor			46
Certain Unaudited Prospective Financial Information			56
Registration of First Merchants Securities			59
Nasdaq Global Select Market Listing			59
Regulatory Approvals			60
Effective Date of the Merger			60
No Dissenters’ Rights in the Merger			60
Interests of Certain Persons in the Merger			60
THE MERGER AGREEMENT			63
Description of the Merger			63
Representations and Warranties			63
Conditions to Completion of the Merger			64
Termination; Waiver; Amendment			67
Restrictions Affecting the Parties Prior to Completion of the Merger			69
Fees and Expenses			70
Management After the Merger			70
Indemnification and Insurance of First Savings Directors and Officers			71
Employee Benefit Plans			71
Voting Agreement			72
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			73
Tax Consequences of the Merger Generally			73

		Page
Tax Consequences to First Merchants, First Merchants Shareholders, and First Savings			74
Tax Consequences of the Merger to U.S. Holders of First Savings Common Stock			74
Information Reporting and Backup Withholding			75
Reporting Requirements			75
DESCRIPTION OF FIRST MERCHANTS			77
Business			77
Incorporation of Certain Information Regarding First Merchants by Reference			77
DESCRIPTION OF FIRST SAVINGS			78
Business			78
Incorporation of Certain Information Regarding First Savings by Reference			78
COMPARISON OF COMMON STOCK			79
LEGAL MATTERS			87
EXPERTS			87
SHAREHOLDER PROPOSALS FOR NEXT YEAR			88
WHERE YOU CAN FIND ADDITIONAL INFORMATION			89
ANNEX A: AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B: VOTING AGREEMENT			B-1
ANNEX C: OPINION OF PIPER SANDLER & CO.			C-1

QUESTIONS AND ANSWERS ABOUT THE MERGER

AND THE SHAREHOLDER MEETING

 

Q:	What am I voting on?

 

A:

As a holder of First Savings common stock, you are being asked to vote to approve the Merger Agreement, pursuant to which First Savings will merge with and into First Merchants, as discussed under the heading “MERGER PROPOSAL” beginning on page [●] (the “Merger Proposal”). First Merchants would be the surviving entity in the Merger, and First Savings would no longer be a separate company.

You are also being asked to vote on two other proposals (completion of the Merger is not conditioned upon approval of these additional proposals):

 

•

a proposal to approve, on an advisory (non-binding) basis, the compensation that certain executive officers of First Savings (which we refer to as the “Merger-Related Compensation Proposal”) may receive in connection with the Merger pursuant to existing agreements or other arrangements with First Savings, as discussed under the heading “MERGER-RELATED COMPENSATION PROPOSAL” beginning on page [●].

 

•

a proposal to adjourn the First Savings special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (which we refer to as the “Adjournment Proposal”).

 

Q:	How do I vote my shares without attending the special meeting?

 

A:	Whether you hold shares directly or in street name, you may direct your vote without attending the special meeting. If you are a shareholder of record, you may vote by granting a proxy as follows:

 

•

By Mail - You may vote by mail by signing and dating your proxy card and mailing it in the envelope provided. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example as guardian, trustee, custodian, attorney, or officer of a corporation), you should indicate your name and title or capacity.

 

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By Phone - You may vote by phone by calling [●] and following the instructions given.

 

•

By Internet - You may vote by internet at [●] by entering the control number found on your proxy card and following the instructions.

Your vote by phone or internet is valid as authorized by the Indiana Business Corporation Law.

For shares held in street name, you should follow the voting instructions provided by your broker or nominee. You may complete and mail a voting instruction card to your broker or nominee or, in some cases, submit voting instructions by telephone or the internet. If you provide specific voting instructions by mail, telephone, or internet, your broker or nominee will vote your shares as you have directed. If you hold your shares in street name, please note that only your brokerage firm can sign a proxy on your behalf. The Board of Directors urges you to contact the person responsible for your account today and instruct them to execute a proxy on your behalf for the special meeting.

 

Q:	How do I vote my shares in person at the special meeting?

 

A:	Even if you plan to attend the special meeting, we encourage you to vote by mail, phone, or internet so your vote will be counted if you later decide not to attend the special meeting.

If you choose to vote in person at the special meeting:

 

•

If you are a shareholder of record, to vote your shares at the special meeting you should bring the enclosed proxy card and proof of identity.

 

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•

If you hold your shares in street name, you must obtain a proxy in your name from your bank, broker, or other holder of record, proof of beneficial ownership, such as a recent brokerage statement or letter from your bank or broker, and proof of identity in order to vote at the special meeting.

Bring the proxy (for record holders) or proof of beneficial ownership (for street name holders), such as a recent brokerage statement or a letter from your bank or broker, and proof of identity for admission to the special meeting.

 

Q:	If I participate in the First Savings Bank Employee Stock Ownership Plan (the “ESOP”) and/or the First Savings Bank Profit Sharing/401(k) Plan (the “401(k) Plan”), how do I vote my shares in those plans?

 

A:

If you participate in the ESOP or invest in First Savings common stock through the 401(k) Plan, you will receive a voting instruction card for each plan that reflects all shares you may direct the trustees to vote on your behalf under the plan. You may submit your voting instruction cards, or convey your voting instructions via the Internet, by telephone or by mail. Specific instructions for internet or telephone submission are set forth on the voting instruction cards. Under the terms of the ESOP, all allocated shares of Company common stock held by the ESOP are voted by the ESOP trustee, as directed by plan participants. The ESOP trustee generally votes all unallocated shares of First Savings common stock held by the ESOP and allocated shares for which no timely voting instructions are received in the same proportion as shares for which the ESOP trustee has received timely voting instructions, subject to the exercise of its fiduciary duties. Under the terms of the 401(k) Plan a participant may direct the trustee how to vote the shares of First Savings common stock credited to the participant under the plan. First Savings will direct the 401(k) Plan trustee how to vote the shares of First Savings common stock for which timely voting instructions are not received. The deadline for returning voting instruction cards is [●], [●], 2025.

 

Q:	Why are First Merchants and First Savings proposing to merge?

 

A:

We believe the Merger is in the best interests of both companies and our respective shareholders. First Savings and First Merchants believe that the Merger will bring together two complementary institutions to create a strategically, operationally, and financially strong company that is positioned for further growth. The Merger will give the combined company greater scale and geographic diversity, not only for serving existing customers more efficiently, but also for future expansion. We believe the Merger will enhance our capabilities to provide banking and financial services to our customers and strengthen the competitive position of the combined organization.

You should review the background of and reasons for the Merger described in greater detail beginning on page [●].

 

Q:	What will holders of First Savings common stock receive in the Merger?

 

A:

If the Merger Agreement is approved by the common shareholders of First Savings and the Merger is subsequently completed, each share of First Savings common stock owned by a First Savings shareholder will be converted into a 0.85 (the “Exchange Ratio”) share of First Merchants’ common stock (“First Merchants common stock”) (the “Merger Consideration”). Each First Savings common shareholder that would otherwise be entitled to receive a fractional share of First Merchants common stock will receive cash in lieu of such fractional share. The Exchange Ratio is subject to adjustments for stock splits, stock dividends, recapitalization, or similar transactions.

Because the Exchange Ratio is fixed (except for customary anti-dilution adjustments), the value of the Merger Consideration that you will receive will depend on the market price of First Merchants common stock when you receive your shares of First Merchants common stock. The implied per share value of the Merger Consideration, based upon First Merchants’ closing stock price on [●], the most recent practicable

 

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trading day before this proxy statement and prospectus was finalized, was $[●] per share. No assurance can be given that the current market price of First Merchants common stock will be equivalent to the market price of First Merchants common stock on the date that shares of First Merchants common stock are received by a First Savings shareholder or at any other time. You should obtain current market prices for shares of First Merchants common stock which is listed on the Nasdaq Global Select Market under the symbol “FRME.”

 

Q:	What risks should holders of First Savings common stock consider before voting on the Merger Proposal?

 

A:	Holders of First Savings common stock should carefully review the section captioned “RISK FACTORS” beginning on page [●].

 

Q:	Will First Merchants’ shareholders receive any shares or cash as a result of the Merger?

 

A:	No. After the Merger, First Merchants shareholders will continue to own the same number of First Merchants shares they owned before the Merger.

 

Q:	How will the Merger affect First Savings’ outstanding equity awards?

 

A:

First Savings uses equity awards to assist it in attracting, retaining, and rewarding key employees and directors. The Merger Agreement provides that, immediately prior to the effective time of the Merger (the “Effective Time”), each then outstanding restricted stock award granted to First Savings employees and directors, whether unvested or vested, will be exchanged for shares of First Savings common stock according to their respective award agreement terms. Upon issuance of the shares of First Savings common stock to a holder of restricted stock as provided above, any award agreement between First Savings and such holder and the holder’s rights under the award will terminate and be of no further force or effect.

The Merger Agreement also provides that, after all regulatory and shareholder approvals required for consummation of the transactions contemplated by the Merger Agreement have been obtained, but prior to the third trading day immediately preceding the Effective Time, First Savings will cause each option to acquire a share of First Savings common stock (a “First Savings Option”) granted to employees and directors under First Savings equity incentive plans (“First Savings Option Plans”) to fully vest (to the extent not vested). On the day immediately preceding the Effective Time, each outstanding First Savings Option will be cancelled and First Savings or its subsidiaries will pay to the holder thereof cash in the amount equal to the product of (i) the aggregate number of shares of First Savings common stock subject to the First Savings Option, multiplied by (ii) the excess, if any, of (A) the product of the Exchange Ratio multiplied by the First Merchants Average Price, over (B) the exercise price of First Savings common stock provided for in such First Savings Option (the “Cancellation Payment”). The Cancellation Payment will be paid on the day immediately preceding the Effective Time and will be made without interest and will be less applicable tax withholdings. First Savings will be responsible for any applicable withholding and tax reporting with respect to the Cancellation Payments. All out-of-the-money First Savings Options, if any, will be cancelled as of the day immediately preceding the Effective Time without any payment.

The term “First Merchants Average Price” means the volume weighted average trading price of a share of First Merchants common stock as reported by Bloomberg, L.P. for the 10 days that First Merchants common stock trades on the Nasdaq Global Select Market preceding the fourth calendar day prior to the Effective Time. The First Merchants Average Price will be appropriately and proportionately adjusted to reflect any share adjustments resulting from any stock splits, stock dividends, recapitalization, or similar transactions.

 

Q:	When is the Merger expected to be completed?

 

A:	We are working to complete the Merger as quickly as possible. We must first obtain the necessary regulatory approvals and the approval of First Savings shareholders at the special meeting. We currently expect to complete the Merger during the first quarter of 2026.

 

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Q:	What are the federal income tax consequences of the Merger to holders of First Savings common stock?

 

A:

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and it is a condition to the closing of the Merger that Dentons Bingham Greenebaum LLP and Luse Gorman, PC deliver opinions, effective as of the date of the Merger, to First Merchants and First Savings, respectively, to that effect. Such opinions will comply with the regulations and guidance of the SEC with respect to the persons entitled to rely on tax opinions contained in the Registration Statement on Form S-4, of which this proxy and prospectus is a part. However, neither First Savings nor First Merchants has requested or received a ruling from the Internal Revenue Service (the “IRS”) that the merger will qualify as a reorganization. If the Merger qualifies as a reorganization, then, in general, a U.S. Holder (as defined in the section captioned “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES” beginning on page [●]) exchanging First Savings common stock will not recognize gain or loss on the exchange, except to the extent the U.S. Holder receives cash in lieu of a fractional share of First Merchants common stock. A U.S. Holder who receives cash in lieu of fractional shares of First Merchants common stock will be treated as having received such fractional share of First Merchants common stock pursuant to the Merger and then as having sold that fractional share of First Merchants common stock for cash in a redemption by First Merchants. As a result, assuming that the cash received is not treated as a dividend, such U.S. Holder will generally recognize gain or loss equal to the difference between the amount of cash received in lieu of a fractional share and the U.S. Holder’s tax basis allocated to the fractional share of First Merchants common stock. See “MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES” beginning on page [●].

Your individual tax consequences will depend on your personal situation. You should consult your tax advisor for a full understanding of the tax consequences of the Merger to you.

 

Q:	Are holders of First Savings common stock entitled to dissenters’ rights?

 

A:	No. Holders of First Savings common stock are not entitled to dissenters’ rights under the Indiana Business Corporation Law and First Savings’ Articles of Incorporation and Bylaws.

 

Q:	What do holders of First Savings common stock need to do now?

 

A:

Holders of First Savings common stock should carefully read and consider the information contained in this document and any information incorporated herein by reference. Then, please submit your proxy by completing, signing, and dating the enclosed proxy card and returning it as soon as possible using the enclosed postage-prepaid envelope so that your shares can be voted at the special shareholder meeting. If a returned proxy card is signed and dated but does not specify how you wish to vote your shares, your proxy will be voted “FOR” the: (i) approval of the Merger Proposal; (ii) approval of the Merger-Related Compensation Proposal; and (iii) approval of the Adjournment Proposal.

 

Q:	What if I don’t vote or I abstain from voting?

 

A:

As a holder of First Savings common stock, if you do not vote or you abstain from voting, your abstention will count as a vote “AGAINST” the Merger Proposal. The advisory vote on the Merger-Related Compensation Proposal regarding merger-related compensation payable to First Savings’ named executive officers and the vote on the Adjournment Proposal require that there be more votes in favor than against. As a result, abstentions and broker non-votes will have no effect on the Merger-Related Compensation Proposal or the Adjournment Proposal.

 

Q:	If my shares are held by my broker in “street name,” will my broker vote my shares for me?

 

A:	Your broker will vote any shares you hold in “street name” only if you provide instructions to your broker on how to vote your shares. You should follow the directions provided by your broker to vote your shares. If

 

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you do not provide your broker with instructions on how to vote your shares held in “street name,” your broker will not be permitted to vote your shares, which will have the effect of a vote “AGAINST” the Merger Proposal and will not be counted for purposes of the Merger-Related Compensation Proposal or the Adjournment Proposal.

 

Q:	May I change my vote after I have submitted my proxy?

 

A:

Yes. You can change your vote at any time before your proxy is voted at the special meeting. You can do this in one of three ways. First, you can send a written notice stating that you revoke your proxy. Second, you can complete and submit a new proxy, dated as of a date later than your most recent proxy. Please submit your notice of revocation and/or new proxy card to First Savings Financial Group, Inc., 702 North Shore Drive, Suite 300, Jeffersonville, Indiana 47130, Attention: Tony A. Schoen, Corporate Secretary. Third, voting by telephone or internet at a later time (if initially able to vote in such manner). Fourth, you may attend the special meeting and vote in person. Simply attending the special meeting, however, will not revoke your proxy. You must request a ballot and vote the ballot at the meeting.

 

Q:	What constitutes a quorum?

 

A:

The presence, in person or by proxy, of shareholders holding a majority of the issued and outstanding shares of First Savings entitled to vote as of [●], the record date for the special meeting, will constitute a quorum for the special meeting. On the record date, there were [●] shares of First Savings common stock outstanding and entitled to vote at the special meeting.

 

Q:	Should I send in my stock certificate(s) now?

 

A:

No. After the Merger is completed, an exchange agent designated by First Merchants will send you written instructions for exchanging First Savings stock certificates for the consideration to be received in the Merger. Any shares of First Savings common stock held in book-entry form will be automatically exchanged for shares of First Merchants common stock. If you are a First Merchants shareholder, you should retain your certificates, as you will continue to hold the First Merchants shares you currently own.

 

Q:	Whom should I contact if I have other questions about the Merger Agreement or the Merger?

 

A:	You may contact:

First Savings Financial Group, Inc.

Attention: Tony A. Schoen, Corporate Secretary

702 North Shore Drive, Suite 300

Jeffersonville, Indiana 47130

Telephone: (812) 283-0724

 

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement and prospectus, including the matters addressed under the section “FORWARD-LOOKING STATEMENTS,” you should carefully consider the following risk factors in deciding how to vote for the Merger Proposal presented in this proxy statement and prospectus. You should also consider the other information in this proxy statement and prospectus and the other documents incorporated by reference into this proxy statement and prospectus. See “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page [●].

Risk Factors Relating to the Merged Company and Its Industry

Combining the two companies may be more difficult, costly, or time consuming than expected and the anticipated benefits and costs savings of the Merger may not be realized.

Even though First Merchants has acquired other financial services businesses in the past, the success of the Merger with First Savings will depend on a number of factors, including, but not limited to, First Merchants’ ability to integrate First Savings’ operations with its operations by, among other things:

 

•

maintaining existing relationships with First Merchants’ depositors and First Savings’ depositors to minimize withdrawals of deposits subsequent to the acquisition;

 

•

maintaining and enhancing existing relationships with borrowers of First Merchants and First Savings;

 

•

achieving projected net income of First Merchants and expected cost savings and revenue enhancements from the merged company;

 

•

controlling the incremental non-interest expense to maintain overall operating efficiencies;

 

•

retaining and attracting key and qualified management, lending, and other banking personnel; and

 

•

competing effectively in the communities served by First Merchants and First Savings, and in nearby communities.

First Merchants’ failure to successfully integrate First Savings into its business may adversely affect its financial condition and results of operations.

The value of the consideration to be received by First Savings shareholders in the Merger will fluctuate.

If the Merger is completed, First Savings shareholders will receive a number of shares of First Merchants common stock based on a fixed Exchange Ratio of 0.85 share of First Merchants common stock for each share of First Savings common stock. Because the market value of First Merchants common stock may (and likely will) fluctuate, the value of the stock consideration you receive for your shares may also fluctuate. The market value of First Merchants common stock could fluctuate for any number of reasons, including those specific to First Merchants and those that influence trading prices of equity securities generally. As a result, you will not know the exact value of the shares of First Merchants common stock you will receive at the time you must vote your shares. The value of First Merchants common stock on the closing date of the Merger may be greater or less than the market price of First Merchants common stock on the record date, on the date of this proxy statement and prospectus, or on the date of the special meeting.

We encourage you to obtain a current market quotation for First Merchants common stock and First Savings common stock because the value of any First Merchants shares you receive may be more or less than the value of such shares as of the date of this document.

The merged company’s allowance for credit losses may not be adequate to cover actual loan losses.

The merged company’s loan customers may not repay their loans according to their terms, and the customers’ collateral securing the payment of their loans may be insufficient to assure repayment. As of June 30,

 

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2025, approximately 65% of the merged company’s loans are comprised of commercial real estate and commercial lines of credit and term and development loans, which can result in higher loan loss experience than residential loans in economic downturns. The underwriting, review and monitoring that will be performed by the merged company’s officers and directors cannot eliminate all of the risks related to these loans.

Each of First Merchants and First Savings makes various assumptions and judgments about the collectability of their respective loan portfolios and provide an allowance for losses based on a number of factors. If the assumptions are wrong or the facts and circumstances subsequently and materially change, the allowance for credit losses and Merger-related credit marks may not be sufficient to cover the merged company’s loan losses. The merged company may have to increase its allowance for credit losses in the future, which could decrease its net income.

Deterioration in loan quality will adversely affect the merged company’s results of operations and financial condition.

Each of First Merchants and First Savings seeks to mitigate the risks inherent in their respective loan portfolios by adhering to sound underwriting practices. Their lending strategies also include emphasizing diversification on a geographic, industry, and customer level, regular credit quality reviews, and management reviews of large credit exposures and loans experiencing deterioration of credit quality. There is continuous review of their loan portfolios, including internally administered loan “watch” lists and independent loan reviews. These evaluations take into consideration identified credit problems, as well as the possibility of losses inherent in the loan portfolio that are not specifically identified. Although First Merchants and First Savings believe their underwriting and loan review procedures are appropriate for the various kinds of loans they make, the merged company’s results of operation and financial condition will be adversely affected in the event the quality of their respective loan portfolios deteriorates. As of June 30, 2025, First Merchants had $67.5 million in non-performing assets and First Savings had $16.3 million in non-performing assets.

Changes in interest rates may reduce the merged company’s net interest income.

Like other financial institutions, the merged company’s net interest income is its primary revenue source. Net interest income is the difference between interest earned on loans and investments and interest expense incurred on deposits and other borrowings. The merged company’s net interest income will be affected by changes in market rates of interest, the interest rate sensitivity of its assets and liabilities, prepayments on its loans and investments, and limits on increases in the rates of interest charged on its residential real estate loans.

The merged company will not be able to predict or control changes in market rates of interest. Market rates of interest are affected by regional and local economic conditions, as well as monetary policies of the Federal Reserve Board. The following factors also may affect market interest rates:

 

•

inflation;

 

•

slow or stagnant economic growth or recession;

 

•

unemployment;

 

•

money supply;

 

•

international disorders;

 

•

instability in domestic and foreign financial markets; and

 

•

other factors beyond the merged company’s control.

Each of First Merchants and First Savings has policies and procedures designed to manage the risks from changes in market interest rates; however, despite risk management, changes in interest rates could adversely affect the merged company’s results of operations and financial condition.

 

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Changes in economic conditions and the geographic concentration of the merged company’s markets could adversely affect the merged company’s financial condition.

The merged company’s success will depend to a great extent upon the general economic conditions of the Midwest Region of the United States. Unlike larger banks that are more geographically diversified, the merged company will provide banking and financial services to customers primarily located in these areas. Favorable economic conditions may not exist in the merged company’s markets.

A continued economic slowdown could have the following adverse consequences:

 

•

loan delinquencies may increase;

 

•

problem assets and foreclosures may increase;

 

•

demand for the products and services of First Savings and First Merchants may decline; and

 

•

collateral for loans made by First Savings and First Merchants may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with existing loans.

The combined company may be unable to retain First Savings personnel successfully after the Merger is completed, and the combined company’s ability to implement its growth strategy may be harmed if it is unable to attract additional key personnel.

The success of the Merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by First Savings. It is possible that these employees may decide not to remain with First Savings while the Merger is pending or with the combined company after the Merger is consummated. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating First Savings to hiring suitable replacements, all of which may cause the combined company’s business to suffer.

In addition, the combined company’s continued growth and future success will depend, in part, on its ability to attract, motivate, and retain highly qualified senior and middle management and other skilled employees. Competition for employees is intense, and the process of identifying and retaining key personnel with the combination of skills and attributes required to execute the combined company’s business strategy may be lengthy.

For various reasons, First Merchants may not be able to locate suitable replacements for any key employees who leave the combined company, or to offer employment to potential replacements on reasonable terms, which could cause the combined company’s business to suffer.

Anti-takeover defenses may delay or prevent future mergers.

Provisions contained in First Merchants’ Articles of Incorporation and Bylaws and certain provisions of Indiana law could make it more difficult for a third party to acquire First Merchants, even if doing so might be beneficial to First Merchants shareholders. See “COMPARISON OF COMMON STOCK – Anti-Takeover Provisions” on page [●]. These provisions could limit the price that some investors might be willing to pay in the future for shares of First Merchants common stock and may have the effect of delaying or preventing a change in control.

If the Merger is not completed, the parties will have incurred substantial expenses without realizing the expected benefits of the Merger.

First Merchants and First Savings have incurred substantial expenses in connection with the transactions described in this proxy statement and prospectus. The completion of the Merger depends on the satisfaction of

 

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several conditions. We cannot guarantee that these conditions will be met. First Savings expects to incur approximately $11.8 million in pre-tax Merger-related expenses and First Merchants expects to incur approximately $17.2 million in pre-tax Merger-related expenses, which include legal, accounting, and financial advisory expenses and which excludes any contract termination fees, if applicable. Although some of these expenses will not be incurred if the Merger is not completed, others will and such expenses could have a material adverse impact on the financial condition of First Merchants and First Savings because they would not have realized the expected benefits of the Merger. There can be no assurance that the Merger will be completed.

The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed, which could have a negative impact on First Savings.

The Merger Agreement with First Merchants is subject to a number of conditions which must be fulfilled in order to close. Those conditions include: First Savings shareholder approval, regulatory approvals, the continued accuracy of certain representations and warranties by both parties, and the performance by both parties of certain covenants and agreements. There can be no assurance that the Merger will be completed.

In addition, certain circumstances exist where First Savings may choose to terminate the Merger Agreement, including the acceptance of a superior acquisition proposal. See “THE MERGER – Exchange of First Savings Common Stock” for a more complete discussion of the consideration to be paid in the Merger and “THE MERGER AGREEMENT-Termination; Waiver; Amendment” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated. There can be no assurance that the conditions to closing the Merger will be fulfilled or that the Merger will be completed.

If the Merger Agreement is terminated, there may be various consequences to First Savings, including:

 

•

First Savings’ businesses may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger; and

 

•

First Savings will have incurred substantial expenses in connection with the Merger, without realizing any of the anticipated benefits of completing the Merger.

If the Merger Agreement is terminated by First Savings due to its acceptance of a superior acquisition proposal or by First Merchants due to the failure of First Savings’ Board of Directors to recommend approval of the Merger Agreement to its shareholders by reason of a superior acquisition proposal or for certain related reasons, then First Savings has agreed pay to First Merchants a $10,000,000 termination fee. The payment of the termination fee could have a material adverse effect on First Savings’ financial condition, and there can be no assurance that First Savings would be able to complete a transaction with a party willing to pay an equivalent or more attractive price than the price First Merchants has agreed to pay in the Merger.

The termination fee and the restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire First Savings.

Until the completion of the Merger, with some exceptions, First Savings is prohibited from soliciting, initiating, encouraging or participating in any discussion of or otherwise considering any inquiries or proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than First Merchants. In addition, First Savings has agreed to pay a termination fee of $10,000,000 to First Merchants if the First Savings Board of Directors does not recommend approval of the Merger Agreement to the First Savings shareholders by reason of a superior acquisition proposal. These provisions could discourage other companies from trying to acquire First Savings even though such other companies might be willing to offer greater value to First Savings’ shareholders than First Merchants has offered in the Merger Agreement. The payment of the termination fee also could have a material adverse effect on First Savings’ financial condition.

 

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The market price of First Merchants common stock after the Merger may be affected by factors different from those affecting the shares of First Savings or First Merchants currently.

Upon completion of the Merger, holders of First Savings common stock will become holders of First Merchants common stock. First Merchants’ business differs in important respects from that of First Savings, and, accordingly, the results of operations of the combined company and the market price of First Merchants common stock after the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of each of First Merchants and First Savings. First Merchants is, and will continue to be, subject to the risks described in First Merchants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement and prospectus. See the documents incorporated by reference in this proxy statement and prospectus and referred to under “WHERE YOU CAN FIND ADDITIONAL INFORMATION” on page [●].

First Savings shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

First Savings’ shareholders currently have the right to vote in the election of the First Savings Board of Directors and on other matters affecting First Savings. When the Merger occurs, each First Savings shareholder will become a shareholder of First Merchants with a percentage ownership of the combined organization that is smaller than the shareholder’s percentage ownership of First Savings. Because of this, First Savings’ shareholders will have less influence over the management and policies of First Merchants than they now have over the management and policies of First Savings.

The opinion received by the First Savings Board of Directors in connection with the Merger prior to the signing of the Merger Agreement has not been updated to reflect changes in circumstances since the date of such opinion.

The written opinion rendered by Piper Sandler, financial advisor to First Savings, dated September 24, 2025, to the effect that, as of such date and based upon the procedures followed, assumptions made, qualifications and limitations set forth therein, the Exchange Ratio was fair, from a financial point of view, to the holders of First Savings common stock, was based upon information available as of September 24, 2025. Piper Sandler’s opinion has not been updated to reflect changes that may occur or may have occurred after the date on which it was delivered, including changes to the operations and prospects of First Savings or First Merchants, changes in general market and economic conditions, or other changes. Any such changes may alter the relative value of First Savings or First Merchants, or the prices of shares of First Savings common stock or First Merchants common stock by the time the Merger is completed. The written opinion does not speak as of the date the Merger will be completed or as of any date other than the date referenced in such written opinion. For a description of the opinion that First Savings received from its financial advisor, please see “THE MERGER – Opinion of First Savings’ Financial Advisor,” beginning on page [●].

In connection with the Merger, First Merchants will assume First Savings’ outstanding debt obligations, and the combined company’s level of indebtedness following the completion of the Merger could adversely affect the combined company’s ability to raise additional capital and to meet its obligations under its existing indebtedness.

In connection with the Merger, First Merchants will assume First Savings’ outstanding indebtedness. First Merchants’ existing debt, together with any future incurrence of additional indebtedness, could have important consequences for the combined company’s creditors and the combined company’s shareholders. For example, it could:

 

•

limit the combined company’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or other purposes;

 

27

•

restrict the combined company from making strategic acquisitions or cause the combined company to make non-strategic divestitures;

 

•

restrict the combined company from paying dividends to its shareholders;

 

•

increase the combined company’s vulnerability to general economic and industry conditions; and

 

•

require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on the combined company’s indebtedness, thereby reducing the combined company’s ability to use cash flows to fund its operations, capital expenditures, and future business opportunities.

Risk Factors Relating to the Merger

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Merger.

The transactions contemplated in the Merger Agreement cannot be completed until First Merchants receives necessary regulatory approvals, which include the approval of the Federal Deposit Insurance Corporation and Indiana Department of Financial Institutions. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “THE MERGER – Regulatory Approvals.” These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political, or community group inquiries, investigations or opposition; changes in legislation or the political environment, including as a result of changes of the U.S. executive administration, Congressional leadership, and regulatory agency leadership.

These regulators may impose conditions on the completion of the Merger or the Bank Merger or require changes to the terms of the Merger or the Bank Merger. There can be no assurance that regulators will not impose any such conditions, limitations, obligations, or restrictions or that such conditions, limitations, obligations, or restrictions will not have the effect of delaying or preventing completion of the Merger or the Bank Merger or imposing additional costs on or limiting the revenues of the combined company following the Merger and the Bank Merger or otherwise reducing the anticipated benefits of the Merger or the Bank Merger, any of which might have an adverse effect on the combined company following the Merger. Regulatory approvals could also be impacted based on the status of any ongoing investigation of either party or its customers, including subpoenas to provide information or investigations, by a federal, state, or local governmental agency.

Certain of First Savings’ directors and executive officers have interests in the Merger that may differ from the interests of First Savings’ shareholders.

First Savings shareholders should be aware that some of First Savings’ executive officers and directors have interests in the Merger and have arrangements that are different from, or in addition to, those of First Savings shareholders generally. First Savings’ Board of Directors was aware of and considered these interests, among other matters, when making its decision to approve and adopt the Merger Agreement, and in recommending that First Savings shareholders vote in favor of approving the Merger Agreement.

For a description of these interests, see “THE MERGER – Interests of Certain Persons in the Merger” on page [●].

First Savings and First Merchants will be subject to business uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on First Savings or First Merchants. These uncertainties may impair First Savings’ or First Merchants’ ability to attract,

 

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retain, and motivate key personnel until the Merger is completed, and could cause customers and others that deal with First Savings or First Merchants to seek to change existing business relationships with First Savings or First Merchants. Retention of certain employees by First Savings or First Merchants may be challenging while the Merger is pending, as certain employees may experience uncertainty about their future roles with First Savings or First Merchants. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with First Savings or First Merchants, First Savings’ and/or First Merchants’ business could be harmed. In addition, subject to certain exceptions, each of First Savings and First Merchants has agreed to operate its business in the ordinary course prior to closing. See “THE MERGER AGREEMENT – Restrictions Affecting the Parties Prior to Completion of the Merger” on page [●] for a description of the restrictive covenants applicable to First Savings and First Merchants while the Merger is pending.

The shares of First Merchants common stock to be received by First Savings shareholders as a result of the Merger will have different rights from the shares of First Savings common stock.

Upon completion of the Merger, First Savings shareholders will become First Merchants shareholders and their rights as shareholders will be governed by the First Merchants Articles of Incorporation and Bylaws. The rights associated with First Savings common stock may be different from the rights associated with First Merchants common stock. Please see “COMPARISON OF COMMON STOCK” beginning on page [●] for a discussion of the different rights associated with First Merchants common stock.

The Merger may fail to qualify as a tax-free reorganization for federal income tax purposes, resulting in your recognition of taxable gain or loss in respect of your shares of First Savings common stock.

First Savings and First Merchants intend for the Merger to qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. Although the IRS will not provide a ruling on the matter, each of First Savings and First Merchants will, as a condition to closing, obtain an opinion from its respective legal counsel that the Merger will constitute a “reorganization” for federal tax purposes. Such opinions will comply with the regulations and guidance of the SEC with respect to the persons entitled to rely on tax opinions contained in the Registration Statement on Form S-4, of which this proxy and prospectus is a part. These opinions do not bind the IRS or prevent the IRS from adopting a contrary position. If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a U.S. holder of First Savings common stock may be required to recognize any gain or loss equal to the difference between (i) the sum of the fair market value of First Merchants common stock received by the U.S. holder of First Savings common stock and the amount of cash, if any, received by the U.S. holder of First Savings common stock, and (ii) the adjusted tax basis of such U.S. holder in the First Savings common stock.

 

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THE FIRST SAVINGS SPECIAL MEETING

General Information

We are furnishing this document to the shareholders of First Savings in connection with the solicitation by the Board of Directors of First Savings of proxies for use at the First Savings special meeting of shareholders to be held on [●], at [●] p.m., local time, at the First Savings Bank Center – Community Room, located at 702 North Shore Drive, Jeffersonville, Indiana 47130. This document is first being mailed to First Savings shareholders on [●], and includes the notice of First Savings special meeting, and is accompanied by a form of proxy.

Matters To Be Considered

The purposes of the special meeting are as follows:

 

1.

Merger Proposal. To consider and vote upon a proposal to approve the Merger Agreement, pursuant to which First Savings will merge with and into First Merchants and, immediately thereafter, First Savings Bank will be consolidated and merged with and into First Merchants Bank, as discussed under the section titled “MERGER PROPOSAL” beginning on page [●].

 

2.

Merger-Related Compensation Proposal. To consider and vote upon a proposal to approve, on an advisory (non-binding) basis, the compensation to be paid to First Savings’ named executive officers that is based on or otherwise relates to the Merger, as discussed under the section titled “MERGER-RELATED COMPENSATION PROPOSAL” beginning on page [●].

 

3.

Adjournment Proposal. To approve one or more adjournments of the First Savings special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal.

Pursuant to the Merger Agreement, First Savings will merge into First Merchants. The Merger Agreement is attached to this document as Annex A and is incorporated in this document by reference. For a description of the Merger Agreement, see “THE MERGER AGREEMENT,” beginning on page [●].

Vote Required

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of First Savings common stock. Abstentions from voting and broker non-votes, if any, will have the effect of a vote “AGAINST” the Merger Proposal. Approval of the Merger-Related Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of First Savings common stock cast at the meeting, in person or by proxy, so long as a quorum is present. As provided in the Indiana Business Corporation Law, abstentions are not “votes cast.” As a result, abstentions and broker non-votes will have no effect on the Merger-Related Compensation Proposal or the Adjournment Proposal. First Savings has fixed [●], as the record date for determining those First Savings shareholders entitled to notice of, and to vote at, the special meeting. Accordingly, if you were a holder of record of First Savings common stock at the close of business on [●], you will be entitled to notice of and to vote at the special meeting. Each share of First Savings common stock you own on the record date entitles you to one vote on each matter presented at the special meeting. At the close of business on the record date of [●], there were [●] shares of First Savings common stock outstanding held by approximately [●] shareholders of record.

Voting Agreement

Each member of the Board of Directors of First Savings and certain executive officers of First Savings entered into a voting agreement with First Merchants to cause all shares of First Savings common stock owned and controlled by them of record or beneficially to be voted in favor of the Merger Proposal. See “THE MERGER AGREEMENT – Voting Agreement” on page [●]. As of the record date, the First Savings shareholders who are parties to the voting agreement had the power to vote, or caused to be voted, an aggregate of [●] shares of First Savings common stock outstanding, representing [●]% of the outstanding shares on that date. The voting agreement is attached to this document as Annex B and is incorporated in this document by reference.

 

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Proxies

If you are a First Savings shareholder, you should have received a proxy card for use at the First Savings special meeting with this proxy statement and prospectus. The accompanying proxy card is for your use in voting at the special meeting if you are unable or do not wish to attend the special meeting in person. The shares represented by proxies properly signed, dated, and returned will be voted at the special meeting as instructed by the First Savings shareholder giving the proxies. Proxy cards that are properly signed, dated and returned but do not have voting instructions will be voted “FOR” approval of the Merger Proposal, “FOR” approval of the Merger-Related Compensation Proposal, and “FOR” approval of the Adjournment Proposal.

If you deliver a properly signed proxy card, you may revoke your proxy at any time before it is exercised by:

 

•

delivering to the Corporate Secretary of First Savings at or prior to the special meeting a written notice of revocation addressed to First Savings Financial Group, Inc., 702 North Shore Drive, Suite 300, Jeffersonville, Indiana 47130, Attention: Tony A. Schoen, Corporate Secretary; or

 

•

delivering to First Savings at or prior to the special meeting a properly completed proxy card having a later date;

 

•

voting by telephone or internet at a later time (if initially able to vote in such manner); or

 

•

voting in person by ballot at the special shareholders meeting.

Because approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of First Savings common stock, abstentions will have the same effect as voting “AGAINST” approval of the Merger Proposal. Accordingly, your Board of Directors urges all First Savings shareholders to vote by proxy by completing, dating, and signing the accompanying proxy and returning it promptly in the enclosed postage-paid envelope. Approval of the Merger-Related Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of First Savings common stock cast at the meeting, in person or by proxy, so long as a quorum is present. Therefore, abstentions from voting and broker non-votes, if any, will have no effect on the Merger-Related Compensation Proposal or the Adjournment Proposal. You should not send stock certificates with your proxy card.

Solicitation of Proxies

First Savings will bear the entire cost of soliciting proxies from and mailing proxies to its shareholders in connection with the First Savings special meeting. In addition to solicitation of proxies by mail, proxies may be solicited personally or by telephone by directors, officers and certain employees of First Savings, who will not be specially compensated for such soliciting. First Savings has also engaged [●] to assist in the proxy solicitation for a fee of $[●], plus reimbursable expenses.

In soliciting proxies, no one has any authority to make any representations and warranties about the Merger or the Merger Proposal in addition to or contrary to the provisions stated in this document. No statement regarding the Merger, the Merger Agreement or the Merger Proposal should be relied upon except as expressly stated in this document.

Recommendation of the First Savings Board of Directors

First Savings’ Board of Directors has unanimously approved the Merger Agreement. First Savings’ Board of Directors believes that the Merger is advisable and in the best interests of First Savings and its shareholders. The Board unanimously recommends that the First Savings shareholders vote “FOR” approval of the Merger Proposal, “FOR” approval of the Merger-Related Compensation Proposal, and “FOR” approval of the Adjournment Proposal. See “THE MERGER – First Savings’ Reasons for the Merger” on page [●].

 

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Other Matters

The special meeting of First Savings shareholders has been called for the purposes set forth in the Notice to First Savings shareholders included in this document. Your Board of Directors is unaware of any matter for action by shareholders at the special meeting other than as stated in the Notice or in this proxy statement and prospectus. However, the enclosed proxy will give discretionary authority to the persons named in the proxy with respect to matters which are not known to your Board of Directors as of the date hereof and which may properly come before the special meeting. It is the intention of the persons named in the proxy to vote with respect to such matters in accordance with the recommendations of the Board of Directors of First Savings or, if no recommendations are given, in their best judgment. The approval of the transaction of any other business that may properly come before the special meeting generally requires more votes to be cast in favor of the proposal than are cast against it.

Beneficial Ownership of First Savings Common Stock by Certain Shareholders

The following table sets forth information as of [●], regarding the beneficial ownership of First Savings common stock by:

 

•

each shareholder known by First Savings to beneficially own more than 5% of its outstanding common stock;

 

•

each of First Savings’ directors;

 

•

each of First Savings’ named executive officers; and

 

•

all of First Savings’ directors and executive officers as a group.

Beneficial ownership has been determined in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to options exercisable within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, First Savings believes that each person identified in the table has sole voting and investment power over all of the shares shown opposite such person’s name.

The percentage of beneficial ownership is based on 6,977,308 shares of First Savings common stock outstanding as of September 30, 2025, including 101,515 shares of First Savings restricted stock awarded under its stock incentive plan but not vested as of such date.

 

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Except as otherwise provided, the address for each shareholder listed in the table below is: c/o First Savings Financial Group, Inc., 702 North Shore Drive, Suite 300, Jeffersonville, Indiana 47130.

 

Name of Beneficial Owner		Shares of Common Stock Owned				Percent of Class
5% Shareholders
Financial Opportunity Fund LLC			498,246	(1)			7.14%
FJ Capital Management LLC Martin Friedman 1313 Dolley Madison Blvd., Suite 306 McLean, Virginia 22101
Larry W. Myers			457,875	(2)			6.51%
702 North Shore Drive, Suite 300
Jeffersonville, Indiana 47130
First Savings Bank Profit Sharing/401(k) Plan			438,785				6.29%
702 North Shore Drive, Suite 300
Jeffersonville, Indiana 47130
Wedbush Opportunity Capital, LLC			391,911	(3)			5.62%
Wedbush Opportunity Partners, LP
1000 Wilshire Blvd
Los Angeles, California 90017
Directors and Named Executive Officers
John E. Colin			24,185	(4)			*%
Frank N. Czeschin			60,791	(5)			*%
L. Chris Fordyce			47,293	(6)			*%
Troy D. Hanke			12,350	(7)			*%
John P. Lawson, Jr.			65,060	(8)			*%
Pamela Bennett-Martin			32,144	(9)			*%
Larry W. Myers			457,875	(10)			6.51%
Martin A. Padgett			15,293	(11)			*%
Steven R. Stemler			33,440	(12)			*%
Douglas A. York			130,883	(13)			1.87%
Tony A. Schoen			201,742	(14)			2.88%
Jackie R. Journell			72,608	(15)			1.04%
All directors and executive officers as a group (12 persons)			1,153,664	(16)			16.18%

 

*	Indicates one percent or less.

(1)	Based on a Schedule 13G filed with the SEC on July 16, 2025.

(2)	Includes 84,687 shares held in his spouse’s individual retirement account (“IRA”), 212,360 shares held in the 401(k) Plan, 30,710 shares allocated in the ESOP, 15,175 shares held through unvested stock awards and 57,868 shares held subject to exercisable stock options.

(3)	Based on a Schedule 13G/A filed with the SEC on February 12, 2016.

(4)	Includes 250 shares held through unvested stock awards and 14,400 shares subject to stock options exercisable as of September 30, 2025 or within 60 days after that date (collectively, “exercisable stock options”).

(5)	Includes 30,876 shares held in an IRA, 6,000 shares held in a trust, 250 shares held through unvested stock awards and 1,500 shares subject to exercisable stock options.

(6)	Includes 250 shares held through unvested stock awards and 5,700 shares subject to exercisable stock options.

 

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(7)	Includes 250 shares held through unvested stock awards and 8,850 shares subject to exercisable stock options.

(8)	Includes 23,259 shares held in an IRA, 250 shares held through unvested stock awards and 5,700 shares subject to exercisable stock options.

(9)	Includes 250 shares held through unvested stock awards and 1,500 shares subject to exercisable stock options.

(10)	Includes 84,687 shares held in Mr. Myers’ spouse’s IRA, 212,360 shares held in the 401(k) Plan, 30,710 shares allocated under the ESOP, 15,175 shares held through unvested stock awards and 57,868 shares subject to exercisable stock options.

(11)	Includes 250 shares held through unvested stock awards and 3,000 shares subject to exercisable stock options.

(12)	Includes 250 shares held through unvested stock awards.

(13)	Includes 60,000 shares with respect to which Mr. York disclaims beneficial ownership which are held by a limited liability company with which Mr. York is affiliated, 250 shares held through unvested stock awards and 7,200 shares subject to exercisable stock options.

(14)	Includes 49,630 shares held in the 401(k) Plan, 17,344 shares allocated under the ESOP, 10,080 shares held through unvested stock awards and 28,152 shares subject to exercisable stock options. 45,363 shares are pledged as collateral for a loan.

(15)	Includes 9,173 shares allocated under the ESOP, 5,115 shares held through unvested stock awards and 17,340 shares subject to exercisable stock options.

(16)	Includes 32,620 shares held through unvested stock awards and 151,210 shares subject to exercisable stock options.

 

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MERGER PROPOSAL

First Savings is asking its shareholders to approve the Merger Proposal. Holders of First Savings common stock should read this proxy statement and prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the Merger Agreement and the Merger. A copy of the Merger Agreement is attached to this proxy statement and prospectus as Annex A.

After careful consideration, the Board of Directors of First Savings approved and adopted the Merger Agreement and determined it to be advisable and in the best interest of First Savings and its shareholders. See “THE MERGER – First Savings’ Reasons for the Merger; Recommendation of First Savings’ Board of Directors” included elsewhere in this proxy statement and prospectus for a more detailed discussion of the First Savings Board of Directors’ recommendation.

For the reasons discussed in this proxy statement and prospectus, the Board of Directors of First Savings unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of First Savings and its shareholders, and unanimously adopted and approved the Merger Agreement. The Board of Directors of First Savings unanimously recommends that First Savings shareholders vote “FOR” approval of the Merger Proposal.

 

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MERGER-RELATED COMPENSATION PROPOSAL

Non-Binding Advisory Vote on Merger Related Named Executive Officer Compensation

As required by Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) of the Securities Exchange Act of 1934, as amended, First Savings is seeking non-binding, advisory shareholder approval of the compensation of the named executive officers of First Savings that is based upon or otherwise related to the Merger as disclosed under the heading “Merger-Related Compensation for First Savings’ Named Executive Officers” appearing below. This proposal provides you, as a shareholder of First Savings, the opportunity to express your view on any merger-related compensation of First Savings’ named executive officers by approving or not approving adoption of the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to First Savings’ named executive officers in connection with the Merger and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in ‘THE MERGER– Interests of Certain Persons in the Merger,’ are hereby APPROVED.”

Because the Merger is not conditioned upon this proposal and your vote is advisory, it will not be binding on First Savings or First Merchants. If the parties complete the Merger, the merger-related compensation disclosed below under “Merger-Related Compensation for First Savings’ Named Executive Officers” will be paid to First Savings’ named executive officers to the extent payable in accordance with the compensation agreements and other arrangements even if the First Savings’ shareholders do not approve the merger-related compensation on an advisory basis. In addition to information below regarding the Merger-Related Compensation Proposal, see “THE MERGER—Interests of Certain Persons in the Merger” for additional information regarding interests of management in the Merger at page [●].

Merger-Related Compensation for First Savings’ Named Executive Officers

The named executive officers of First Savings currently have employment agreements and long term incentive awards that provide for cash payments, the acceleration of vesting of equity awards, and the provision of certain benefits, following a change in control of First Savings. Pursuant to the terms of the Merger Agreement and subject to closing of the Merger, to the extent those arrangements are “double trigger” arrangements, those arrangements have been, or will be prior to the closing of the Merger, amended to eliminate any requirement that the covered participating executive experience an actual or constructive termination of their employment in order to receive the payments and benefits. In exchange for the cash payments provided under the amended agreements the covered executives must agree to the enforcement of any applicable noncompetition and non-solicitation covenants contained in those agreements by First Merchants following the Merger and that the covered executive will receive no further severance benefits under such amended agreements regardless of the manner or circumstance of termination.

 

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The table and footnotes below reflect the estimated amount of compensation that each of the named executive officers of First Savings is entitled to receive as a result of the Merger. In addition, the table presents the value of the acceleration of the vesting of equity awards as a result of the Merger. The amounts reported below are estimates based on assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in this document. The tables do not include the value of any equity awards that may be granted to the named executive officers before the closing of the Merger because the amount of those awards, if any, has not yet been determined. As a result the actual amounts to be received by a named executive officer may differ from the amounts set forth below.

Golden Parachute Compensation

 

Name and Principal Position		Cash (1) ($)				Equity (2) ($)				Total ($)
Larry W. Myers			2,590,895				741,916				3,332,811
Tony A. Schoen			1,066,220				496,084				1,562,304
Jackie R. Journell			878,541				253,924				1,132,465

 

(1)

The cash payment payable to each of the named executive officers of First Savings will be made in a single lump sum in connection with the consummation of the Merger. The amounts payable to each named executive officer represent estimated amounts payable under the terms of their employment agreements with First Savings based on compensation data as of December 31, 2024.

(2)

Under the terms of the Merger Agreement immediately prior to the closing, each then outstanding share of First Savings restricted stock, whether unvested or vested, shall be exchanged for shares of First Savings common stock according to their respective award agreement terms and as a result of the Merger will be converted into the Merger Consideration. The Merger Agreement also provides that, at the Effective Time, each outstanding First Savings Option, whether or not exercisable or vested, will automatically and without any required action on behalf of the holder thereof, fully vest (to the extent not vested) and be canceled, and at the Effective time, First Savings or its subsidiaries will pay to holder thereof cash in the amount equal to the product of (i) the aggregate number of shares of First Savings common stock subject to the First Savings Option, multiplied by (ii) the excess, if any, of (A) the product of the Exchange Ratio multiplied by the First Merchants Average Price, over (B) the exercise price of First Savings common stock provided for in such First Savings Option. All out-of-the-money First Savings Options, if any, will be cancelled as of the Effective Time without any payment. The dollar values of such restricted stock and First Savings Options, the vesting of which is accelerated as a result of the Merger, are shown below, in accordance with SEC Reg S-K, Item 402(t), in an amount equal to the average closing market price of First Savings common stock over the first five business days following the public announcement of the Merger on September 25, 2025, or $31.38 per share.

 

Name		Shares of Restricted Stock				First Savings Options				Value of Restricted Stock – $				Value of Options – $				Total – $
Larry W. Myers			15,175				29,017				476,192				265,724				741,916
Tony A. Schoen			10,080				19,058				316,310				179,774				496,084
Jackie R. Journell			5,115				9,780				160,509				93,415				253,924

The Board of Directors of First Savings unanimously recommends a vote “FOR” the Merger-Related Compensation Proposal.

 

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ADJOURNMENT PROPOSAL

The First Savings special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the First Savings special meeting to approve the Merger Proposal.

If, at the First Savings special meeting, the number of shares of First Savings common stock present or represented and voting in favor of the Merger Proposal is insufficient to approve the Merger Proposal, First Savings intends to move to adjourn the First Savings special meeting in order to enable the Board of Directors of First Savings to solicit additional proxies for approval of the Merger Proposal. In that event, First Savings will ask its shareholders to vote upon the Adjournment Proposal, but not the Merger Proposal.

In this Adjournment Proposal, First Savings is asking its shareholders to authorize the holder of any proxy solicited by the Board of Directors of First Savings, on a discretionary basis, to vote in favor of adjourning the First Savings special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from First Savings shareholders who have previously voted.

The Board of Directors of First Savings unanimously recommends a vote “FOR” the Adjournment Proposal.

 

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THE MERGER

At the special meeting, the shareholders of First Savings will consider and vote upon approval of the Merger Agreement. The following summary highlights certain information about the Merger. To understand the Merger, you should read carefully this entire proxy statement and prospectus, including the Merger Agreement, which is attached to this document as Annex A.

Description of the Merger

Under the terms and subject to the conditions of the Merger Agreement approved by each of First Savings’ and First Merchants’ Boards of Directors, First Savings will merge with and into First Merchants and the separate corporate existence of First Savings will cease. The Articles of Incorporation and Bylaws of First Merchants, as in effect prior to the Merger, will be the Articles of Incorporation and Bylaws of First Merchants after the Merger. Immediately following the Merger, First Savings Bank will merge with and into First Merchants Bank and First Savings Bank will cease to exist as a separate entity.

Merger Consideration

For First Savings Common Stock

The Merger Agreement provides that holders of First Savings common stock will have the right, with respect to each of their shares of First Savings common stock, to receive a 0.85 (the “Exchange Ratio”) share of First Merchants’ common stock (“First Merchants common stock”), and cash in lieu of a fractional share (the “Merger Consideration”).

If First Merchants changes the number of outstanding shares of First Merchants common stock before the Merger through any stock split, stock dividend, recapitalization, or similar transaction, then the Exchange Ratio will be proportionately adjusted so that First Savings common shareholders will receive such number of shares of First Merchants common stock as represents the same percentage of outstanding shares of First Merchants common stock at the effective time of the Merger (the “Effective Time”) as would have been represented by the number of shares of First Merchants common stock such shareholder would have received if the recapitalization had not occurred.

First Merchants will not issue fractional shares to First Savings shareholders. Instead, First Savings common shareholders will receive for each fractional share an amount in cash determined by multiplying (i) the fractional interest by (ii) the volume weighted average trading price of a share of First Merchants common stock as reported by Bloomberg, L.P. for the 10 days that First Merchants common stock trades on the Nasdaq Global Select Market preceding the fourth calendar day prior to the Effective Time (the “First Merchants Average Price”). The First Merchants Average Price will be appropriately and proportionately adjusted to reflect any share adjustments resulting from any stock splits, stock dividends, recapitalization, or similar transactions.

If you are a holder of First Savings common stock and you receive First Merchants common stock as Merger Consideration for your shares of First Savings common stock, the value of the consideration that you will receive in the Merger will depend on the market price of First Merchants common stock when you receive your shares of First Merchants common stock. The implied per share value of the stock consideration, based upon First Merchants’ closing stock price on [●], the most recent practicable trading day before this proxy statement and prospectus was finalized, was $[●] per share. No assurance can be given (and it is not likely) that the current market price of First Merchants common stock will be equivalent to the market price of First Merchants common stock on the date that shares of First Merchants common stock are received by a First Savings shareholder or at any other time.

Treatment of First Savings Equity Awards

First Savings uses equity awards to assist it in attracting, retaining, and rewarding key employees and directors. The Merger Agreement provides that, immediately prior to the Effective Time, each then outstanding

 

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restricted stock award granted to First Savings employees and directors, whether unvested or vested, will be exchanged for shares of First Savings common stock according to their respective award agreement terms. Upon issuance of the shares of First Savings common stock to a holder of restricted stock as provided above, any award agreement between First Savings and such holder and the holder’s rights under the award will terminate and be of no further force or effect.

The Merger Agreement also provides that, after all regulatory and shareholder approvals required for consummation of the transactions contemplated by the Merger Agreement have been obtained, but prior to the third trading day immediately preceding the Effective Time, First Savings will cause each First Savings Option granted to employees and directors under First Savings Option Plans to fully vest (to the extent not vested). On the day immediately preceding the Effective Time, each outstanding First Savings Option will be cancelled and First Savings or its subsidiaries will pay to the holder thereof cash in the amount equal to the product of (i) the aggregate number of shares of First Savings common stock subject to the First Savings Option, multiplied by (ii) the excess, if any, of (A) the product of the Exchange Ratio multiplied by the First Merchants Average Price, over (B) the exercise price of First Savings common stock provided for in such First Savings Option. The Cancellation Payment will be paid on the day immediately preceding the Effective Time and will be made without interest and will be less applicable tax withholdings. First Savings will be responsible for any applicable withholding and tax reporting with respect to the Cancellation Payments. All out-of-the-money First Savings Options, if any, will be cancelled as of the day immediately preceding the Effective Time without any payment.

Exchange of Shares

On or prior to the effective date of the Merger, First Merchants will deposit with Broadridge Corporate Issuer Solutions, Inc., as exchange agent, or with such other exchange agent selected by First Merchants, certificates or book entry for shares (as requested by registered shareholders of First Savings) of First Merchants common stock, to be given to the registered holders of First Savings common stock in exchange for their certificates (or shares in book entry form) representing shares of First Savings common stock. Within five business days following the Effective Date, the exchange agent will mail a letter of transmittal to each person who was, immediately prior to the Effective Time, a holder of record of First Savings common stock. The letter of transmittal will contain instructions for use in effecting the surrender of First Savings stock certificates (or shares in book entry form) in exchange for the consideration to which such person may be entitled pursuant to the Merger Agreement. Distribution of shares of First Merchants common stock (in certificated form or book entry) and cash payments required under the Merger Agreement, including in lieu of fractional shares, will be made by the exchange agent to each former holder of First Savings common stock within five business days following the date of such shareholder’s delivery to the exchange agent of a properly completed and executed letter of transmittal and, for shareholders whose shares of First Savings common stock are held in certificated form, such shareholder’s certificates representing First Savings common stock. Interest will not accrue or be payable with respect to any cash payments.

Until you surrender your First Savings stock certificates (or shares in book entry form) for exchange, you will accrue, but will not be paid, any dividends or other distributions declared after the Effective Time with respect to First Merchants common stock into which any of your shares may have been converted. When you surrender your First Savings stock certificates (or shares in book entry form), First Merchants will pay any unpaid dividends or other distributions, without interest. After the completion of the Merger, there will be no transfers on the stock transfer books of First Savings of any shares of First Savings common stock.

If a certificate for First Savings stock has been lost, stolen, or destroyed, First Merchants will issue the consideration properly payable under the Merger Agreement to the registered owner of such certificate upon receipt of an affidavit of lost stock certificate, in form and substance reasonably satisfactory to First Merchants, and upon compliance by the First Savings’ shareholder with all procedures historically required by First Savings in connection with lost, stolen, or destroyed certificates.

 

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Effect of the Merger on First Merchants Shareholders

The approval of the First Merchants shareholders of the Merger Agreement is not required in order to complete the Merger. First Merchants shareholders will also not be entitled to exchange their shares of First Merchant common stock for any consideration as a result of the Merger. After the Merger, First Merchants shareholders will continue to own the same number of First Merchants shares they owned before the Merger.

Background of the Merger

Since First Savings completed its initial public offering in October 2008, its board of directors and senior management have periodically reviewed and assessed First Savings’ strategic alternatives and the business and regulatory environments facing First Savings and First Savings Bank. As part of this process, First Savings has periodically reviewed and discussed strategic alternatives, including continued independence and potentially engaging in a merger or acquisition transaction, and the perceived advantages and disadvantages of each alternative in light of the then prevailing market and economic conditions and other factors, and has consulted periodically with representatives of investment banking firms, including Piper Sandler, regarding strategic planning matters. Piper Sandler is a nationally recognized investment banking firm with substantial experience advising financial institutions with respect to mergers and acquisitions and other matters. First Savings’ board of directors determined that Piper Sandler’s existing relationships as disclosed to First Savings would not interfere with its ability to provide investment banking services to First Savings. Piper Sandler has a long-standing relationship with First Savings and has presented various strategic planning topics to First Savings’ board of directors and senior management.

Over approximately the last 18 months, senior management of First Savings and representatives of Piper Sandler, with authorization from First Savings’ board of directors, contacted nine Midwest bank holding companies, including First Merchants, to gauge their interest in a potential merger or acquisition transaction with First Savings. In addition, senior management of First Savings, with authorization from First Savings’ board of directors, contacted four additional Midwest bank holding companies to gauge their interest in a potential merger-of-equals transaction with First Savings. The results of these contacts were reported to First Savings’ board of directors. First Merchants alone expressed an interest in a potential merger transaction with First Savings. In February 2025, based solely on its initial review of First Savings’ publicly available information, First Merchants verbally indicated to First Savings an exchange ratio range of 0.73 to 0.75 of a share of First Merchants common stock for each outstanding share of First Savings common stock based on a potential all-stock transaction. On April 24, 2025, First Savings engaged Piper Sandler to assist in pursuing a potential merger transaction with First Merchants.

On May 5, 2025, First Savings and First Merchants entered into a confidentiality agreement, which included customary non-disclosure provisions and a standstill provision prohibiting First Merchants, for one year from the date of the confidentiality agreement, from offering to acquire or acquiring First Savings, and from taking certain other actions, including soliciting proxies, without the prior written consent of First Savings; provided, however, that this standstill provision would become null and void if First Savings enters into a definitive merger agreement with First Merchants or another party. On May 13, 2025, Piper Sandler provided First Merchants and its financial advisor access to a confidential virtual data room containing non-public financial and other information regarding First Savings.

On May 28, 2025, First Savings and another Midwest bank holding company (Company A) entered into a confidentiality agreement substantially similar to the one entered into with First Merchants, including with respect to the standstill provision, and Piper Sandler provided Company A and its financial advisor access to the confidential virtual data room containing the same non-public financial and other information regarding First Savings made available to First Merchants. On June 12, 2025, Company A informed Piper Sandler of its decision not to pursue a potential merger transaction with First Savings.

On June 16, 2025, First Savings hosted an in-person due diligence session at an off-site location which was attended by senior management of First Savings and of First Merchants, representatives of Piper Sandler and

 

41

representatives of First Merchants’ financial advisor. The attendees discussed First Savings’ internal outlook for 2025 and 2026 earnings, First Savings’ key business lines and their operation, expected one-time transaction expenses, and key employee retention matters, among other matters.

On June 23, 2025, First Merchants submitted a non-binding indication of interest letter dated June 20, 2025 (the “IOI”), which proposed an all-stock transaction and an exchange ratio range of 0.84 to 0.88 of a share of First Merchants common stock for each outstanding share of First Savings common stock. Based on First Merchants’ 20-day average closing price of $36.99 as of June 20, 2025, this implied a transaction value ranging from $31.07 to $32.55 per share. The IOI provided that First Merchants would select one director of First Savings to serve on First Merchants’ board of directors and First Merchants Bank’s board of directors. The IOI also provided for a period of exclusive negotiations until September 30, 2025.

First Savings’ board of directors met on June 25, 2025, with representatives of Piper Sandler and senior management attending, to review the terms of the IOI received from First Merchants. As part of this review, Piper Sandler updated the board of directors regarding the then current bank and thrift mergers and acquisitions market and reviewed with the board of directors the implied transaction multiples based on the exchange ratio range and historical financial information and other information regarding First Merchants, and also reviewed First Savings’ projected financial results if it continued to operate independently under its existing business plan. The board of directors also reviewed again its decision to explore a potential merger and the results of the contacts with potential interested parties, which resulted only in the IOI submitted by First Merchants. After lengthy discussion, it was the consensus of the board of directors that First Savings should continue to pursue a potential merger with First Merchants and directed Piper Sandler to continue discussions with representatives of First Merchants.

On August 5, 2025, First Merchants’ counsel distributed an initial draft of the merger agreement to First Savings’ legal counsel, which did not specify an exchange ratio. Subsequently, multiple drafts of the merger agreement were exchanged and representatives of First Merchants’ legal counsel and representatives of First Savings’ legal counsel participated in telephone calls and email communications regarding the drafts.

First Savings’ board of directors met on September 5, 2025, with representatives of Piper Sandler and legal counsel and senior management attending, to discuss the then current status of the merger agreement negotiations. Senior management provided to the board of directors a summary of the reverse due diligence conducted on First Merchants, along with analyst reports on First Merchants from five different investment banking firms, and reported that the reverse due diligence generally confirmed their expectations regarding First Merchants. Piper Sandler provided updated information regarding First Merchants’ stock price. Piper Sandler noted that, based on the exchange ratio range of 0.84 to 0.88, the implied value ranged from $34.64 to $36.29 based on First Merchants’ closing stock price on September 2, 2025. Legal counsel reviewed with the board of directors the most recent draft of the merger agreement and, together with senior management, updated the board on the non-financial terms that were still under negotiation. Legal counsel also reviewed with the board of directors its fiduciary duties. Piper Sandler updated the board of directors on the status of the ongoing negotiations regarding the exchange ratio. It was noted that First Merchants and its representatives had verbally indicated their intention to consummate a potential transaction at an exchange ratio of 0.84. Following further discussion, First Savings’ board of directors authorized Piper Sandler to continue negotiating with First Merchants and its representatives within the parameters of the exchange ratio range.

On September 18, 2025, First Merchants’ counsel provided First Savings’ legal counsel with a draft of the merger agreement which specified an exchange ratio of 0.85.

First Savings’ board of directors met on September 24, 2025, with representatives of Piper Sandler and legal counsel and senior management attending, to consider the approval of the merger agreement and the transactions contemplated by it. Before the meeting, senior management distributed to each director the proposed merger agreement, and ancillary documents, and a financial presentation prepared by Piper Sandler. Piper Sandler

 

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reviewed in detail the pricing and other financial terms of the proposed merger agreement. Legal counsel reviewed in detail the non-pricing terms and conditions of the proposed merger agreement, including, but not limited to, the transaction structure, the respective representations, warranties and covenants made by First Savings and First Merchants, the closing conditions, and the respective termination rights of First Savings and First Merchants. Legal counsel also reviewed with the board of directors its fiduciary duties. The board of directors reviewed all aspects of the merger process, including First Savings’ current financial position, performance and prospects; its decision to pursue a strategic transaction; the process used to identify potential merger partners and solicit merger proposals; then current economic and stock market conditions; the results of First Savings’ due diligence investigation of First Merchants; First Merchants’ stock price performance and valuation metrics; the terms and conditions of the proposed merger agreement; the value of the proposed merger consideration; and the impact of the proposed merger on First Savings’ shareholders and other constituencies. All questions posed by the directors were answered by senior management, representatives of Piper Sandler or representatives of legal counsel, as appropriate. Representatives of Piper Sandler then presented Piper Sandler’s oral opinion to the effect that, as of September 24, 2025, and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Piper Sandler as set forth in the subsequently delivered opinion letter, the 0.85 exchange ratio was fair to First Savings’ common shareholders from a financial point of view. This opinion was subsequently delivered in writing, in a letter addressed to First Savings’ board of directors. After considering the proposed merger agreement, and ancillary documents, and the matters discussed at the meeting and at prior meetings of the board of directors, the board of directors voted unanimously to adopt and approve the proposed merger agreement, to recommend that First Savings’ shareholders vote to approve the proposed merger agreement, and to authorize President and Chief Executive Officer Larry W. Myers to execute and deliver the merger agreement on behalf of First Savings.

On September 24, 2025, First Savings and First Merchants executed the merger agreement after the close of trading on The Nasdaq Stock Market. On September 25, 2025, before the opening of trading, First Savings and First Merchants issued a joint press release to announce the execution of the merger agreement.

First Merchants’ Reasons for the Merger

In reaching its decision to adopt and approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the First Merchants Board of Directors consulted with First Merchants management and considered a number of factors, including the following material factors:

 

•

each of First Merchants’ and First Savings’ business, operations, financial condition, asset quality, earnings, and prospects. In reviewing these factors, the First Merchants Board of Directors considered that the Merger (i) will expand First Merchants’ business within demographically attractive markets in southern Indiana; (ii) will increase First Merchants’ core deposit base, an important funding source; (iii) will provide First Merchants with an experienced management team and quality bank branches in and around southern Indiana; and (iv) will provide First Merchants with the opportunity to sell First Merchants’ broad array of products to First Savings’ client base;

 

•

its understanding of the current and prospective environment in which First Merchants and First Savings operate, including national and local economic conditions, the competitive environment for financial institutions generally, and the likely effect of these factors on First Merchants both with and without the proposed transaction;

 

•

its review and discussions with First Merchants’ management concerning the due diligence examination of First Savings;

 

•

the complementary nature of the cultures of the two companies, which management believes should facilitate integration and implementation of the transaction;

 

•

the financial and other terms of the Merger Agreement, including the fixed Exchange Ratio, tax treatment, and deal protection and termination fee provisions, which it reviewed with its outside financial and legal advisors;

 

43

•

the potential risk of diverting management attention and resources from the operation of First Merchants’ business towards the completion of the Merger; and

 

•

the regulatory and other approvals required in connection with the Merger and the expectation that such regulatory approvals will be received in a timely manner and without the imposition of unacceptable conditions.

The foregoing discussion of the information and factors considered by the First Merchants Board of Directors is not intended to be exhaustive, but includes the material factors considered by the First Merchants Board of Directors. In reaching its decision to approve and adopt the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the First Merchants Board of Directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The First Merchants Board of Directors considered all these factors as a whole, including discussions with, and questioning of, First Merchants’ management and First Merchants’ financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

For the reasons set forth above, the First Merchants Board of Directors unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement are advisable and in the best interests of First Merchants and its shareholders, and unanimously approved and adopted the Merger Agreement.

First Savings’ Reasons for the Merger

First Savings’ board of directors, together with First Savings’ senior management and its financial and legal advisors, reviewed and discussed the merger agreement and the transactions contemplated by it and the board of directors determined that the merger agreement and the transactions contemplated by it are advisable and in the best interests of First Savings and its shareholders. In reaching its conclusion to approve the merger agreement and the transactions contemplated by it, the board of directors considered a number of factors. The board of directors considered the following material factors:

 

•

The board of directors’ understanding of the business, operations, financial condition, earnings, and prospects of First Savings;

 

•

Prevailing national and local economic conditions, and other factors, and their expected effect on First Savings’ financial condition, earnings, and prospects and on the stock prices of banking institutions, including First Savings;

 

•

The value of the merger consideration proposed by First Merchants compared to the estimated potential future value of First Savings’ common stock if First Savings were to continue to operate independently;

 

•

The competitive environment facing financial institutions generally and the competitive environment in First Savings’ geographic market area in particular, and the growing trend toward consolidation in the financial services industry;

 

•

First Merchants’ ability to obtain regulatory approval for the merger, considering First Savings’ due diligence investigation of First Merchants;

 

•

The scope and results of the exploratory merger process conducted by First Savings, with Piper Sandler’s assistance;

 

•

The complementary business cultures of First Savings and First Merchants;

 

•

The historical market prices and the then prevailing market prices for First Savings’ common stock and for First Merchants’ common stock;

 

•

The review by the board of directors, with the assistance of legal counsel, of the terms of the merger agreement, including the provisions that permit First Savings, under certain circumstances, to furnish

 

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information to and negotiate with third parties regarding a potential business combination transaction, subject, in certain circumstances, to paying a $10.0 million cash termination fee to First Merchants;

 

•

The perceived favorable impact of the merger on the employees, depositors, customers, and communities served by First Savings Bank, considering that First Merchants and First Merchants Bank has agreed to select a member of First Savings’ board of directors to serve as a director of First Merchants and First Merchants Bank;

 

•

The financial analyses and opinion of Piper Sandler, dated September 24, 2025, addressed to First Savings’ board of directors, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler as set forth in the opinion letter, the 0.85 exchange ratio as specified in the merger agreement was fair to First Savings’ common shareholders from a financial point of view, as more fully described under “Opinion of First Savings’ Financial Advisor;”

 

•

The higher regular quarterly cash dividend paid by First Merchants compared to First Savings (First Savings current quarterly dividend of $0.16 per share, compared to First Merchants current quarterly dividend of $0.306 per share as adjusted for the 0.85 exchange ratio); and

 

•

The proposed merger offers a liquidity event for First Savings’ shareholders given First Merchants’ significantly larger market capitalization and higher historical trading volume relative to First Savings.

First Savings’ board of directors also considered potential risks associated with the transactions contemplated by the merger agreement, including:

 

•

The interests of First Savings’ executive officers and directors with respect to the transactions contemplated by the merger agreement apart from their interests as shareholders of First Savings as disclosed under “—Interests of Certain Persons in the Merger,” and the risk that these interests might influence their decision with respect to the transactions contemplated by the merger agreement;

 

•

The risk that the merger agreement provisions relating to the payment by First Savings of a cash termination fee under specified circumstances, although required by First Merchants as a condition to entering into the merger agreement, could discourage other parties that may be interested in engaging in a business combination transaction with First Savings from proposing it;

 

•

The risk of litigation;

 

•

The restrictions imposed by the merger agreement on the conduct of First Savings’ business before the completion of the merger, which could delay or prevent First Savings from undertaking certain business opportunities that may arise during that time;

 

•

The fixed exchange ratio, by its nature, would generally not adjust upward to compensate for a decline in First Merchants’ stock price before the completion of the merger, resulting in First Savings’ shareholders not being protected against any decrease in First Merchants’ stock price before the completion of the merger, unless, as provided for in the merger agreement, the decrease in First Merchants’ stock price relative to a broad bank market index was of a magnitude that First Merchants would agree to increase the exchange ratio so that First Savings would not be able to exercise its right to terminate the merger agreement under such circumstances; and

 

•

The need to obtain First Savings shareholder approval and governmental approvals to consummate the Merger.

The foregoing discussion of the information and factors considered by First Savings’ board of directors is not intended to be exhaustive but constitutes the material factors considered by the board of directors. In reaching its determination to approve the merger agreement and recommend that First Savings’ shareholders vote to approve the merger agreement and the transactions contemplated by it, the board of directors did not assign any relative or specific weights to the foregoing factors, and individual

 

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directors may have weighed factors differently. The terms of the merger agreement were the product of arm’s length negotiations between respective representatives of First Savings and First Merchants.

Recommendation of First Savings’ Board of Directors

First Savings’ board of directors evaluated the factors described above and determined that the merger agreement and the transactions contemplated by it were advisable and in the best interests of First Savings and its shareholders. Accordingly, the board of directors of First Savings unanimously approved the merger agreement and unanimously recommends that First Savings’ shareholders vote “FOR” approval of the merger agreement and transactions contemplated by it.

Opinion of First Savings’ Financial Advisor

First Savings retained Piper Sandler to act as financial advisor to First Savings’ board of directors in connection with First Savings’ consideration of a possible business combination. First Savings selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm which specializes in financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to First Savings’ board of directors in connection with the proposed Merger and participated in certain of the negotiations leading to the execution of the Merger Agreement. At the September 24, 2025 meeting at which First Savings’ board of directors considered the Merger and the Merger Agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on September 24, 2025, to the effect that, as of such date, the Exchange Ratio was fair to the holders of First Savings’ common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex C to this proxy statement and prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of First Savings common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Piper Sandler’s opinion was directed to the board of directors of First Savings in connection with its consideration of the Merger and the Merger Agreement and does not constitute a recommendation to any shareholder of First Savings as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the Merger and the Merger Agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the Exchange Ratio to the holders of First Savings common stock and did not address the underlying business decision of First Savings to engage in the Merger, the form or structure of the Merger or any other transactions contemplated in the Merger Agreement, the relative merits of the Merger as compared to any other alternative transactions or business strategies that might exist for First Savings or the effect of any other transaction in which First Savings might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the Merger by any officer, director or employee of First Savings or First Merchants, or any class of such persons, if any, relative to the compensation to be received in the Merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

 

•

a draft of the merger agreement, dated September 23, 2025;

 

•

certain publicly available financial statements and other historical financial information of First Savings that Piper Sandler deemed relevant;

 

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•

certain publicly available financial statements and other historical financial information of First Merchants that Piper Sandler deemed relevant;

 

•

certain internal financial projections for First Savings for the years ending December 31, 2025 through December 31, 2029, as provided by the senior management of First Savings;

 

•

publicly available mean analyst estimates for First Merchants for the quarters ending September 30, 2025 and December 31, 2025 and the year ending December 31, 2026, as well as an estimated long-term annual earnings growth rate for the years ending December 31, 2027 through December 31, 2029 and estimated dividends per share for First Merchants for the quarters ending September 30, 2025 and December 31, 2025 and the years ending December 31, 2026 through December 31, 2029, as provided by the senior management of First Merchants;

 

•

the pro forma financial impact of the merger on First Merchants based on certain assumptions relating to purchase accounting adjustments, cost savings and transaction expenses, as well as certain adjustments for current expected credit losses (CECL) accounting standards, as provided by the senior managements of First Merchants;

 

•

the publicly reported historical price and trading activity for First Savings common stock and First Merchants common stock, including a comparison of certain stock market information for First Savings common stock and First Merchants common stock and certain stock indices as well as publicly available information for certain other similar companies, the securities of which are publicly traded;

 

•

a comparison of certain financial information for First Savings and First Merchants with similar financial institutions for which information is publicly available;

 

•

the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available;

 

•

the current market environment generally and the banking environment in particular; and

 

•

such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.

Piper Sandler also discussed with certain members of the senior management of First Savings and its representatives the business, financial condition, results of operations and prospects of First Savings and held similar discussions with certain members of the senior management of First Merchants and its representatives regarding the business, financial condition, results of operations and prospects of First Merchants.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by First Savings or First Merchants or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of First Savings and First Merchants that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of First Savings or First Merchants, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion on or evaluation of the collectability of any assets or the future performance of any loans of First Savings or First Merchants, nor any of their respective subsidiaries. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for credit losses of First Savings or First Merchants, any of their respective subsidiaries or the combined entity after the Merger, and Piper Sandler did not review any individual credit files relating to First Savings or First Merchants or any of their respective subsidiaries. Piper Sandler assumed, with First Savings’ consent, that the respective

 

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