First Savings Financial Group (FSFG) Proxy Filing summary

Executive summary

• First Savings Financial Group will merge with and into First Merchants Corporation in an all-stock transaction valued at approximately $241.3 million, with an expected closing in Q1 2026, subject to regulatory and shareholder approvals.

• First Savings shareholders will receive 0.85 shares of First Merchants common stock for each share held, and the merger is structured as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

• The combined entity will have approximately $21 billion in assets and 127 branches across Indiana, Michigan, and Ohio, enhancing First Merchants' presence in Southern Indiana.

• The transaction is expected to be accretive to earnings per share by 11% in the first full year post-closing, with a tangible book value earnback period of 3 years.

• Larry W. Myers, President and CEO of First Savings, will join the First Merchants board, and a new advisory board will be formed for Southern Indiana markets.

Voting matters and shareholder proposals

• The merger requires approval by First Savings shareholders, with directors and certain executive officers entering into voting agreements to support the transaction.

• A proxy statement/prospectus will be filed with the SEC and distributed to First Savings shareholders for the vote.

• The merger agreement includes provisions for a $10 million termination fee under certain circumstances, such as acceptance of a superior proposal.

Board of directors and corporate governance

• The board of the combined company will include one current First Savings director, who will be renominated through 2029.

• An advisory board for Southern Indiana will be established, inviting former First Savings directors (excluding the one joining the main board) for at least three years post-merger.