Form 4: FSFG Officer Sells Shares Post-Merger Vesting

First Savings Financial Group's EVP and Chief Risk Officer, James W. Nelson, disposed of common stock shares following accelerated vesting due to a merger with First Merchants Corporation.

Summary

• James W. Nelson, Executive Vice President and Chief Risk Officer of First Savings Financial Group, Inc., reported a disposition of 2,035 shares of common stock.
• The transaction occurred on January 20, 2026, with shares disposed at a price of $31.85 per share.
• Following this transaction, Mr. Nelson beneficially owns 7,988 shares of common stock directly.
• The disposition and accelerated vesting of restricted stock and stock options are a direct result of the Agreement and Plan of Merger between First Savings Financial Group, Inc. and First Merchants Corporation.
• Various tranches of restricted stock and stock options, originally scheduled to vest between November 2022 and November 2026, had their vesting accelerated to the transaction date due to the merger agreement.
• Mr. Nelson also holds derivative securities in the form of stock options, totaling 16,460 shares, with exercise prices ranging from $15.10 to $29.00 and expiration dates between November 2031 and November 2034.

Sentiment

Score: 7

Explanation: The accelerated vesting of equity awards is a positive outcome for the executive, and the subsequent share disposition is a routine tax-related event following such vesting, indicating a smooth process for this aspect of the merger.

Positives

• Accelerated vesting of restricted stock and stock options for the executive due to the merger agreement, providing immediate liquidity or ownership.

Negatives

• The disposition of 2,035 shares reduces the executive's direct common stock ownership, although this is likely for tax withholding purposes related to the accelerated vesting.

Future Outlook

The filing indicates the ongoing integration or completion of the merger between First Savings Financial Group, Inc. and First Merchants Corporation, which will significantly alter the future structure and operations of the former.

Industry Context

This transaction reflects a common occurrence in the financial services industry during mergers and acquisitions, where executive compensation, particularly equity awards, are often subject to accelerated vesting and subsequent tax-related dispositions as part of the merger agreement. It signals consolidation within the banking sector.

Corporate Governance

Stakeholder Impact

• Shareholders of First Savings Financial Group, Inc. are impacted by the overarching merger event, of which this transaction is a consequence.
• The reporting executive, James W. Nelson, benefits from the accelerated vesting of his equity awards.

Next Steps

• Continued integration of First Savings Financial Group, Inc. into First Merchants Corporation following the merger.

Key Dates

Keywords

First Savings Financial Group, FSFG, First Merchants Corporation, Merger, Insider Trading, Form 4, Beneficial Ownership, Stock Options, Restricted Stock, Executive Compensation