MUNCIE, Ind., Feb. 02, 2026 (GLOBE NEWSWIRE) -- First Merchants Corporation (NASDAQ: FRME) and First Savings Financial Group, Inc. (NASDAQ: FSFG) have finalized a merger of the two companies. Following regulatory approvals last month, the companies consummated their legal closing through a stock transaction effective February 1, 2026. As previously announced in late 2025, First Savings Bank will also merge with and into First Merchants Bank. Headquartered in Jeffersonville, Indiana, directly across the Ohio ...

Loan Portfolio and Credit Risk - As of September 30, 2025, 63.9% of the loan portfolio, amounting to $1.22 billion, consisted of commercial real estate and commercial business loans, which expose the company to increased lending risks [116]. - Nonperforming commercial real estate loans totaled $6.0 million, while nonperforming commercial business loans amounted to $1.7 million as of September 30, 2025 [116]. - Construction loans and land development loans represented 2.9% of the loan portfolio, totaling $60.0 million, with speculative construction loans making up 16.2% of this segment at $6.5 million [117]. - Loans secured by non-owner occupied residential properties accounted for 4.1% of the residential mortgage loan portfolio, totaling $24.6 million, indicating increased credit risk [118]. - The allowance for credit losses may not be adequate to cover actual losses, which could materially and adversely affect the company's earnings and financial condition [120]. Interest Rate and Liquidity Risks - Approximately 49.5% of the total loan portfolio, or $943.9 million, consisted of fixed-rate loans with maturity dates after September 30, 2026, exposing the company to interest rate risk [129]. - The company faces significant liquidity risks that could impair its ability to fund operations, particularly if market conditions worsen or regulatory actions are taken against it [132]. Competition and Market Conditions - The company faces intense competition in loan origination and deposit attraction, holding approximately 22.78% of FDIC-insured deposits in its primary market area as of June 30, 2025 [128]. - Recessionary conditions could lead to increased nonperforming loans and reduced demand for products and services, negatively impacting revenue and earnings [125]. Regulatory and Compliance Risks - The company is subject to extensive regulation, and changes in laws or regulations could materially impact operations and profitability [144]. - The Dodd-Frank Act may impose increased regulatory burdens and compliance costs, potentially affecting the company's operations and profitability [145]. - The ability to pay dividends is subject to regulatory restrictions and capital adequacy guidelines, with no guarantee of maintaining current dividend levels [149]. Management and Operational Risks - The company relies heavily on its management team, and the unexpected loss of key personnel could adversely affect operations and financial condition [147]. - The company is exposed to operational risks, including fraud and cyber threats, which could result in financial losses and damage to reputation [136]. Mergers and Acquisitions - The pending merger with First Merchants Corporation has incurred substantial expenses, which could adversely impact the company's financial condition if the merger is not completed [133]. - The company has recorded goodwill totaling $9.8 million as of September 30, 2025, and any future impairment could negatively affect profitability [143]. Stock and Shareholder Influence - The trading volume of the company's stock has historically been sporadic, which may affect the ability to resell shares at desired prices [150]. - Insiders own approximately 16.53% of the company's outstanding common stock, which may limit other shareholders' influence over corporate matters [151]. SBA Lending Program - The SBA lending program is dependent on federal government support, and any changes to the program could adversely affect the company's business and earnings [121]. Valuation and Financial Condition - The value of loan servicing rights is subjective and may fluctuate, potentially impacting the company's balance sheet and financial condition [126].

Financial Performance - The Company reported net income of $23.2 million, or $3.32 per diluted share, for the fiscal year ended September 30, 2025, compared to $13.6 million, or $1.98 per diluted share, for the fiscal year ended September 30, 2024[1]. - Net income for Q3 2025 was $5,271,000, up from $3,672,000 in Q3 2024, representing a year-over-year growth of 43.5%[22]. - The company reported a net income attributable to the Core Bank (GAAP) of $5,189,000, up from $4,093,000, marking a 26.8% increase[26]. - Total net income per share, basic for September 2025 was $0.76, a decrease of 15.56% from $0.90 in June 2025[31]. - Core Banking segment's net income per share, diluted was $0.75 for September 2025, compared to $0.82 in June 2025, reflecting a decline of 8.54%[31]. Income and Revenue - Net interest income increased by $7.2 million, or 12.5%, to $65.3 million for the year ended September 30, 2025, with a tax equivalent net interest margin of 2.94% compared to 2.68% for the same period in 2024[3]. - Noninterest income rose by $6.3 million for the year ended September 30, 2025, primarily due to a $4.0 million net gain on sales of home equity lines of credit (HELOC) and a $1.2 million increase in net gain on sale of SBA loans[5]. - Total interest income for Q3 2025 was $32,290,000, an increase from $32,223,000 in Q3 2024, while total interest expense decreased to $15,160,000 from $17,146,000[22]. - Total noninterest income increased to $4,659,000 in Q3 2025 from $2,842,000 in Q3 2024, indicating strong growth in this segment[22]. - Net interest income for Q3 2025 was $17,130,000, an increase from $15,077,000 in Q3 2024, representing a growth of 13.6%[27]. Assets and Liabilities - Total assets decreased by $50.8 million, from $2.45 billion at September 30, 2024, to $2.40 billion at September 30, 2025, primarily due to a decrease in net loans held for investment[14]. - Total assets as of September 30, 2025, were $2,399,532,000, a slight decrease from $2,450,368,000 as of September 30, 2024[28]. - Total loans, net of allowance for credit losses, were $1,886,818,000 as of September 30, 2025, compared to $1,963,852,000 a year earlier, indicating a decrease of 3.9%[28]. - Total interest-earning assets amounted to $2,288,398,000 for September 2025, a slight decrease from $2,299,635,000 in June 2025[33]. Equity and Stockholder Information - Total stockholders' equity increased by $16.4 million, from $177.1 million at September 30, 2024, to $193.5 million at September 30, 2025, driven by an $18.8 million increase in retained net income[16]. - Book value per share increased to $27.73 as of September 30, 2025, compared to $26.35 as of June 30, 2025, indicating a growth of $1.38[23]. - The tangible book value per share increased to $26.28 in Q3 2025 from $24.23 in Q3 2024, a rise of 8.5%[27]. Credit Quality - The Company recognized net charge-offs totaling $887,000 for the year ended September 30, 2025, compared to $527,000 in 2024, with a decrease in nonperforming loans from $16.9 million to $14.6 million[4]. - The allowance for credit losses as a percentage of total gross loans was 1.06% as of September 30, 2025, slightly down from 1.07% as of June 30, 2025[23]. - Nonperforming loans as a percentage of total loans decreased to 0.77% as of September 30, 2025, from 0.79% in the previous quarter[29]. - The company reported a provision for credit losses of $588,000 in Q3 2025, compared to $1,460,000 in Q3 2024, showing a reduction in credit loss provisions[28]. Operational Efficiency - Noninterest expense increased by $4.1 million for the year ended September 30, 2025, mainly due to increases in compensation and benefits and other operating expenses[6]. - The efficiency ratio improved to 67.13% in Q3 2025 from 70.55% in Q3 2024, indicating enhanced operational efficiency[27]. - The efficiency ratio for Core Banking segment improved to 66.73% in September 2025 from 61.68% in June 2025[31]. Strategic Developments - The Company announced its agreement to merge with First Merchants Corporation on September 25, 2025, as part of its strategy to enhance shareholder value[2].

Core Insights - First Savings Financial Group, Inc. reported a significant increase in net income for the fiscal year ended September 30, 2025, with net income of $23.2 million, or $3.32 per diluted share, compared to $13.6 million, or $1.98 per diluted share, for the previous year [1][9] - The company announced a merger agreement with First Merchants Corporation, which is expected to enhance shareholder value and contribute to future success [2][19] Financial Performance - Net interest income increased by $7.2 million, or 12.5%, to $65.3 million for the year ended September 30, 2025, driven by a $5.5 million increase in interest income and a $1.7 million decrease in interest expense [3][22] - Noninterest income rose by $6.3 million, primarily due to a $4.0 million net gain on sales of home equity lines of credit (HELOC) and a $1.2 million increase in net gain on sale of SBA loans [5][12] - Noninterest expense increased by $4.1 million, mainly due to higher compensation and benefits, reflecting stronger company performance [6][13] Asset Quality and Provisions - The company recognized a provision for unfunded lending commitments of $452,000 and a reversal of provision for credit losses for loans and securities totaling $118,000 and $9,000, respectively, indicating improved asset quality [4][11] - Nonperforming loans decreased from $16.9 million at September 30, 2024, to $14.6 million at September 30, 2025, reflecting a positive trend in loan performance [4][15] Tax and Equity - Income tax expense increased to $3.7 million for the year ended September 30, 2025, compared to $1.0 million for the same period in 2024, primarily due to higher taxable income [8][14] - Total stockholders' equity increased by $16.4 million, from $177.1 million at September 30, 2024, to $193.5 million at September 30, 2025, driven by retained earnings [18][23] Financial Condition - Total assets decreased by $50.8 million, from $2.45 billion at September 30, 2024, to $2.40 billion at September 30, 2025, largely due to a decrease in net loans held for investment [15][17] - Total liabilities decreased by $67.2 million, primarily due to a reduction in total deposits, while customer deposits increased by $118.2 million [17][23]

Core Viewpoint - Monteverde & Associates PC is investigating the proposed sale of First Savings Financial Group, Inc. to First Merchants Corporation, questioning the fairness of the deal where each share of First Savings will convert into 0.85 shares of First Merchants [1]. Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has a successful track record in recovering millions for shareholders [1][2]. - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2]. Transaction Details - The proposed transaction involves First Savings Financial Group, Inc. (NASDAQ: FSFG) selling to First Merchants Corporation, with the conversion ratio set at 0.85 shares of First Merchants for each share of First Savings [1].

Group 1 - First Merchants has been downgraded by Raymond James & Associates following its announcement of the acquisition of First Savings Financial Group [2] - The acquisition is part of First Merchants' strategy to expand its financial services offerings [2]

Group 1 - Halper Sadeh LLC is investigating First Savings Financial Group, Inc. for potential violations related to its sale to First Merchants Corporation at a rate of 0.85 shares of First Merchants common stock for each share of First Savings common stock [1] - Aris Water Solutions, Inc. is being investigated for its sale to Western Midstream Partners, LP, which offers either 0.625 common units of Western for each Aris share or $25.00 per share in cash [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Group 1 - The Ademi Firm is investigating First Savings (Nasdaq: FSFG) for potential breaches of fiduciary duty and other legal violations related to its transaction with First Merchants [1] - Shareholders of First Savings will receive 0.85 shares of First Merchants common stock for each share of First Savings stock, implying a consideration of $33.60 per share based on First Merchants' closing price of $39.53 on September 24 [2] - The transaction agreement restricts competing offers for First Savings by imposing a significant penalty for accepting a competing bid, raising concerns about the First Savings board's fulfillment of fiduciary duties to shareholders [3]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of First Savings Financial Group, Inc. to First Merchants Corporation, specifically whether the exchange ratio of 0.85 shares of First Merchants common stock per share of First Savings common stock is equitable for shareholders [1][3]. Group 1 - The investigation focuses on potential violations of federal securities laws and breaches of fiduciary duties by First Savings and its board of directors [3]. - Key concerns include whether the best possible consideration was obtained for shareholders, if First Merchants is underpaying for First Savings, and whether all material information necessary for shareholders to assess the merger was disclosed [3][4]. - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other forms of relief [4].

Merger Announcement - First Merchants Corporation and First Savings Financial Group have entered into a definitive merger agreement valued at approximately $241.3 million in an all-stock transaction [1][3] - The merger will result in First Savings Bank merging with First Merchants Bank immediately after the completion of the merger [1] Financial Overview of First Savings - First Savings operates 16 banking centers in southern Indiana with total assets of $2.4 billion, total loans of $1.9 billion, and total deposits of $1.7 billion [2] - For the quarter ended June 30, 2025, First Savings reported a return on average assets of 1.02% and a return on average equity of 13.7% [2] Shareholder Exchange and Valuation - Common shareholders of First Savings will receive 0.85 shares of First Merchants common stock for each share of First Savings common stock owned, translating to an implied merger consideration of $33.60 per share based on First Merchants' closing stock price of $39.53 on September 24, 2025 [3] - First Merchants anticipates an earnings per share accretion of approximately 11% in 2027 and a tangible book value earnback period of 3.0 years [3] Strategic Rationale - The merger is viewed as a significant addition to First Merchants' Indiana deposit network, enhancing growth potential in southern Indiana [4] - The combined company will focus on diversified loan growth through triple net lease financing, first lien HELOCs, and SBA lending [4] Combined Company Profile - Post-merger, the combined assets of First Merchants and First Savings will be approximately $21.0 billion, making First Merchants the second largest financial holding company headquartered in Indiana [5] - The combined entity will operate 127 branches across Indiana, Michigan, and Ohio [5] Leadership and Integration - Larry W. Myers, President and CEO of First Savings, is expected to be appointed to the Board of Directors of First Merchants [5] - The transaction is anticipated to close in the first quarter of 2026, pending shareholder and regulatory approvals, with system integration expected to be completed by the second quarter of 2026 [4][5]