FIRST MERCHANTS CORP 8-K

What Happened

• First Merchants Corporation announced the closing of its acquisition of First Savings Financial Group, Inc., pursuant to a merger agreement dated September 24, 2025. The merger became effective at 12:01 a.m. Eastern Time on February 1, 2026. First Merchants issued approximately 6.1 million shares of its common stock in the transaction. A press release dated February 2, 2026 is attached to the 8‑K.

Key Details

• Exchange Ratio: each share of First Savings common stock converted into 0.85 shares of First Merchants common stock.
• Fractional shares: shareholders received cash in lieu of any fractional share resulting from the exchange ratio.
• Options and awards: outstanding restricted stock awards were converted to First Merchants stock per the exchange ratio; outstanding First Savings stock options were cancelled and cashed out (paid by First Savings) at $32.59 per share (formula based on the 10‑day VWAP ending Jan 27, 2026, less exercise price and taxes).
• Subsidiary merger: First Savings Bank merged into First Merchants Bank, with First Merchants Bank surviving as the continuing bank subsidiary.

Why It Matters

• The filing confirms completion of the merger and the mechanics of the deal—share exchange, cash‑outs for options, and subsidiary consolidation—information investors need to understand how the transaction was executed and how it affects the company’s share count and corporate structure. The attached press release and the previously filed Merger Agreement provide further legal and operational details.