First Capital, Inc. (NASDAQ:FCAP) filed a Form 8-K on November 5, 2026, disclosing that on November 4, 2026, it entered into an Agreement and Plan of Merger with First Bancorp of Indiana, Inc., under which First Bancorp will merge with and into First Capital in an all-stock transaction valued at an estimated $33.2 million.

Key Highlights

  • Fixed exchange ratio: Each First Bancorp common share will be exchanged for 0.3075 shares of First Capital common stock, with no adjustment for changes in First Capital's stock price.
  • Estimated deal value: Based on a 20-day volume-weighted average price of $63.05 per First Capital share as of November 4, 2026, total Merger Consideration is estimated at $33.2 million.
  • Subsidiary bank merger: First Federal Savings Bank, a wholly-owned subsidiary of First Bancorp, will merge into First Harrison Bank, First Capital's wholly-owned subsidiary, with First Harrison Bank surviving.
  • Assumed debt: First Capital will assume $12.0 million in aggregate principal of First Bancorp subordinated notes and approximately $5.0 million in aggregate principal of junior subordinated debentures.
  • Termination fee: First Bancorp would owe First Capital a termination fee of $1.4 million under specified circumstances, including pursuit of a Superior Proposal.
  • First Capital's existing stake: First Capital currently owns 90,000 shares of First Bancorp common stock, which will be cancelled at closing with no consideration paid.
  • Expected closing: The parties anticipate completing the Merger in the first half of 2027, subject to shareholder and regulatory approvals.

First Capital and First Bancorp of Indiana Merger Agreement: Key Terms and Structure

According to the filing, First Capital, Inc. and First Bancorp of Indiana, Inc. executed an Agreement and Plan of Merger on November 4, 2026. Under the agreement, First Bancorp will merge with and into First Capital, with First Capital as the surviving corporation. The exchange ratio is fixed at 0.3075 shares of First Capital common stock per First Bancorp share, and the filing states that the ratio "will not be adjusted based on changes in the market price of First Capital common stock." No fractional shares will be issued; holders otherwise entitled to a fractional share will receive a cash payment in lieu.

The filing discloses that First Capital will assume First Bancorp's outstanding indebtedness, consisting of $12.0 million in aggregate principal amount of subordinated notes (comprising First Bancorp's 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032 and 4.00% Fixed-to-Floating Rate Subordinated Notes due 2037) and approximately $5.0 million in aggregate principal amount of junior subordinated debentures due 2037 related to First Bancorp's outstanding trust preferred securities. First Capital's 90,000 shares of First Bancorp common stock held immediately prior to closing will be cancelled and retired at the Effective Time with no consideration issued in return.

Closing conditions disclosed in the filing include approval by First Bancorp shareholders, receipt of required regulatory approvals, effectiveness of a registration statement to be filed by First Capital with the SEC covering the shares to be issued, and Nasdaq authorization for listing of those shares. Directors of First Bancorp have executed voting agreements committing their shares in favor of the Merger. The filing also notes that the boards of both companies have approved the Merger Agreement, and that the parties anticipate closing in the first half of 2027. The filing was made pursuant to Rule 425 under the Securities Act, constituting a written communication in connection with the proposed transaction.

What Was Disclosed

First Capital, Inc. disclosed entry into a definitive merger agreement to acquire First Bancorp of Indiana, Inc. in an all-stock deal. The filing details the exchange ratio, estimated consideration, assumed indebtedness, termination fee, closing conditions, and director voting agreements supporting the transaction.