true --09-30 2023 FY This Form 10-K/A is filed to amend Part IV, Item 15 (Exhibits and Financial Statement Schedules) of the Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed on December 20, 2023 (the "Original Form 10-K"), to include as an exhibit the First Savings Financial Group, Inc. Clawback Policy. 0001435508 0001435508 2022-10-01 2023-09-30 0001435508 2023-03-31 0001435508 2023-12-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

 

x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2023

 

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to _____________

 

Commission File Number: 1-34155

 

FIRST SAVINGS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

     
Indiana   37-1567871
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)
     
702 North Shore Drive, Suite 300, Jeffersonville, Indiana   47130
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (812) 283-0724

 

Securities registered pursuant to Section 12(b) of the Act:

 

         
Common Stock, par value $0.01 per share   FSFG   NASDAQ Stock Market, LLC
(Title of each class)   (Trading symbol(s))   (Name of each exchange on which registered)

 

Securities registered pursuant to Section 12(g) of the Act:       None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

   
Large Accelerated Filer ¨ Accelerated Filer x
Non-accelerated Filer ¨ Smaller Reporting Company x
Emerging Growth Company ¨  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

The aggregate market value of the voting and non-voting common equity held by nonaffiliates was $136.0 million, based upon the closing price of $16.09 per share as quoted on the NASDAQ Stock Market as of the last business day of the registrant’s most recently completed second fiscal quarter ended March 31, 2023.

 

The number of shares outstanding of the registrant’s common stock as of December 4, 2023 was 6,917,921.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated by reference in Part III of the Form 10-K.

 

Auditor Name    Firm ID   Location
   

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Form 10-K/A is filed to amend Part IV, Item 15 (Exhibits and Financial Statement Schedules) of the Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed on December 20, 2023 (the "Original Form 10-K"), to include as an exhibit the First Savings Financial Group, Inc. Clawback Policy.

 

Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Form 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Form 10-K. As such, information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and other filings of First Savings Financial Group, Inc. with the Securities and Exchange Commission. 

 

 

 

 

PART IV

 

Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(1)The financial statements required in response to this item are incorporated by reference from Item 8 of this Annual Report on Form 10-K.

 

(2)All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

 

(3)Exhibits

 

No.   Description
     
3.1   Articles of Incorporation of First Savings Financial Group, Inc. (1)
3.2   Articles of Amendment to the Articles of Incorporation for the Series A Preferred Stock (8)
3.3   Bylaws of First Savings Financial Group, Inc. (1)
4.0   Specimen Stock Certificate of First Savings Financial Group, Inc. (1)
10.1   Amended and Restated Employment Agreement by and among First Savings Financial Group, Inc., First Savings Bank and Larry W. Myers, dated October 7, 2009* (3)
10.2   Change in Control Agreement by and between First Savings Bank and Jackie R. Journell dated October 7, 2019 (6)
10.3   Amended and Restated Employment Agreement by and among First Savings Financial Group, Inc., First Savings Bank and Anthony A. Schoen, dated October 7, 2009* (3)
10.4   First Savings Bank, F.S.B. Employee Severance Compensation Plan* (4)
10.5   First Savings Bank, F.S.B. Supplemental Executive Retirement Plan* (4)
10.6   Agreement and Plan of Reorganization dated July 21, 2017 (2)
10.7   Amended and Restated Director Deferred Compensation Agreement* (1)
10.8   Subordinated Note Purchase Agreement dated September 20, 2018 (5)
10.9   Subordinated Note Purchase Agreement dated March 18, 2022 (7)
21.0   Subsidiaries of the Registrant (9)
23.0    Consent of FORVIS, LLP (9) 
23.1   Consent of Monroe Shine & Co., Inc. (9)
31.1   Rule 13a-14(a)/15d-14(a) Certificate of Chief Executive Officer
31.2   Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer
32.0   Section 1350 Certificate of Chief Executive Officer and Chief Financial Officer
97.0   First Savings Financial Group, Inc. Clawback Policy
101.0   The following materials from the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statement of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
104.0   Cover Page Interactive Data File (Formatted in Inline XBRL)

*Management contract or compensatory plan, contract or arrangement
(1)Incorporated herein by reference to the exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-151636), as amended, initially filed with the Securities and Exchange Commission on June 13, 2008.
(2)Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017.
(3)Incorporated herein by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2009.
(4)Incorporated herein by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2008.
(5)Incorporated herein by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2018.
(6)Incorporated herein by reference to the exhibits to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 17, 2020.
(7)Incorporated herein by reference to the exhibits to the Company’s Current Report on form 8-K filed with the Securities and Exchange Commission on March 21, 2022.
(8)Incorporated herein by reference to the exhibits to the Company’s Current Report on form 8-K filed with the Securities and Exchange Commission on August 17, 2011.
 (9) Incorporated herein by reference to the exhibits to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2023. 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

     
  FIRST SAVINGS FINANCIAL GROUP, INC.
   
Date: February 29, 2024 By: /s/ Larry W. Myers
    Larry W. Myers
    President, Chief Executive Officer and Director