Form 8-K - Current report
October 30 2023 - 3:46PM
Edgar (US Regulatory)
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2023-10-30
2023-10-30
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): October 30, 2023
FIRST SAVINGS FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in
Charter)
Indiana |
001-34155 |
37-1567871 |
(State or Other Jurisdiction of
Incorporation) |
(Commission File No.) |
(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
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, par value $0.01 per share |
|
FSFG |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨
Item 5.04 Temporary Suspension of Trading Under
Registrant’s Employee Benefit Plans.
First Savings Bank, the wholly-owned subsidiary
of First Savings Financial Group, Inc. (the “Company”), was notified on October 16, 2023 that, as a result of changing the
plan administration of the First Savings Bank Employees’ Savings & Profit Sharing Plan (the “401(k) Plan”) from
Pentegra to Empower, there will be a blackout period beginning at 4:00 p.m. on Wednesday, November 15, 2023, and ending the week of December
18, 2023, during which participants in the 401(k) Plan will be temporarily unable to: check their account balances; transfer or diversify
investments (including investments held within a self-directed brokerage account, if applicable) in a participant’s 401(k) Plan;
or obtain a withdrawal or distribution.
As a result of the foregoing, on October 30, 2023,
the Company sent a Blackout Notice Concerning Limitations on Trading in First Savings Financial Group, Inc. Equity Securities (the “Notice”)
to its directors and executive officers informing them that a blackout period with respect to directors and executive officers is expected
to be in effect beginning at 4:00 p.m. on Wednesday, November 15, 2023 and ending the week of December 18, 2023.
The Notice was provided to the Company’s directors
and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and
Exchange Commission’s Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this current Report on Form
8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
FIRST SAVINGS FINANCIAL GROUP, INC. |
|
|
|
|
Date: October 30,
2023 |
By: |
/s/ Tony A. Schoen |
|
|
Tony A. Schoen |
|
|
Chief Financial Officer |
Exhibit 99.1
Black-Out Notice Concerning Limitations on
Trading in First Savings Financial Group,
Inc. Equity Securities
To: |
Executive Officers and Directors of First Savings Financial Group, Inc. (the “Company”) |
|
|
From: |
Tony A. Schoen, CPA, Chief Financial Officer |
|
|
Date: |
October 30, 2023 |
| 1. | As you may know, a “blackout period” will be imposed on trading in First Savings Financial
Group, Inc. (the “Company”) common stock due to the transition of the First Savings Bank Employees’ Savings & Profit
Sharing Plan (the “401(k) Plan”) from Pentegra to Empower, which is expected to begin on November 15, 2023. This blackout
period, described in more detail below, is necessary to transfer the assets, recordkeeping and other services related to the 401(k) Plan
from Pentegra to Empower. Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of the
Company will generally be prohibited from engaging in transactions involving Company equity securities (including options and other derivatives
based on Company stock) during this blackout period. |
| 2. | During the blackout period participants in the 401(k) Plan will be temporarily unable to: (i) check their
account balances; (ii) transfer or diversify investments (including investments held within a self-directed brokerage account, if applicable)
in a participant’s 401(k) Plan; or (iii) obtain a withdrawal or distribution. |
| 3. | The
blackout period is expected to begin at 4:00 p.m. on November 15, 2023, and be completed by the week of December 18, 2023, provided,
however, that the blackout period may be extended due to events that are beyond the control of the Company. We will notify you of any
changes that affect the dates of the blackout period. In addition, during the blackout period and for a period of two years after the
end date thereof, you may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates
of the blackout period, by contacting Tony A. Schoen, CPA, Chief Financial Officer, in writing, at First Savings Bank, 702 North Shore
Drive, Suite 300, Jeffersonville, Indiana 47130 or at tschoen@fsbbank.net or by calling (812) 218-6807. |
| 4. | Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling
or otherwise transferring any equity security of the Company that you acquired in connection with your service as an executive officer
or director. “Equity securities” are defined broadly to include options and other derivatives. Covered transactions are not
limited to those involving your direct ownership but include any transaction in which you have a pecuniary interest. |
| 5. | The prohibition covers securities acquired “in connection with service as a director or executive
officer.” This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option,
or a restricted stock grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between
the individual and the Company, and director qualifying shares. Securities acquired outside of an individual’s service as a director
or executive officer (such as shares acquired when the person was an employee but not yet an executive officer) are not covered. However,
if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares
unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as
tax reporting and disclosure requirements). |
| 6. | The following are examples of transactions that you may not engage in during the blackout period: |
| · | Exercising stock options granted to you in connection with your service as a director or executive officer; |
| · | Selling Company stock that you acquired by exercising options; or |
| · | Selling Company stock that you originally received as a restricted stock grant. |
| 7. | There are certain exemptions, including: |
| · | Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during
the blackout period or at a time when you are aware of the actual or approximate dates of the blackout); and |
| · | Bona fide gifts, bequests and transfers pursuant to domestic relations orders. |
| 8. | If you engage in a transaction that violates these rules, you can be required to disgorge your profits
from the transaction, and you are subject to civil and criminal penalties. |
The rules summarized above
are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors who violate them could be
severe.
We
therefore request that you contact Tony A. Schoen at tschoen@fsbbank.net or
by calling (812) 218-6807 before engaging in any transaction involving Company stock or derivatives based on Company stock during the
blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period.
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Oct. 30, 2023 |
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Entity File Number |
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|
Entity Registrant Name |
FIRST SAVINGS FINANCIAL GROUP, INC.
|
Entity Central Index Key |
0001435508
|
Entity Tax Identification Number |
37-1567871
|
Entity Incorporation, State or Country Code |
IN
|
Entity Address, Address Line One |
702 North Shore Drive
|
Entity Address, Address Line Two |
Suite 300
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Entity Address, City or Town |
Jeffersonville
|
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IN
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47130
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