First Savings Financial Group (FSFG) Proxy Filing summary

Executive summary

• A merger agreement was approved for First Savings to merge with and into First Merchants, creating a combined entity with 127 branches across Indiana, Ohio, and Michigan, and pro forma assets of $21.1 billion as of June 30, 2025.

• The merger consideration is 0.85 shares of First Merchants common stock for each share of First Savings, with cash paid for fractional shares; the implied value per First Savings share was $31.45 as of October 15, 2025.

• The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

• The special meeting for shareholder approval is scheduled for December 19, 2025; approval requires a majority of outstanding First Savings shares.

Voting matters and shareholder proposals

• Shareholders are to vote on: (1) approval of the merger agreement, (2) an advisory vote on merger-related executive compensation, and (3) adjournment of the meeting if more proxies are needed.

• The board unanimously recommends voting in favor of all proposals.

• A voting agreement binds directors and certain executives holding 14.5% of shares to vote in favor of the merger.

Board of directors and corporate governance

• After the merger, the current First Merchants board and officers will remain, with one First Savings director (expected to be Larry W. Myers) joining the First Merchants board and being renominated through 2029.

• An advisory board will be formed for former First Savings directors not joining the main board.