Form 8-K - Current report

UNITED STATES

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): June 30, 2023

First Capital, Inc.

(Exact Name of Registrant as Specified in its Charter)

Indiana		0-25023		35-2056949
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

220 Federal Drive N.W., Corydon, Indiana 47112

(Address of Principal Executive Offices) (Zip Code)

(812) 738-2198

(Registrant’s Telephone Number, Including Area Code)

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		FCAP		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of William W. Harrod as President and Chief Executive Officer; Transition of Michael C. Frederick as President and Chief Executive Officer

On June 30, 2023, William W. Harrod retired as President and Chief Executive Officer of First Capital, Inc (the “Company”). As previously reported, effective July 1, 2023, Michael C. Frederick will transition into the role of President and Chief Executive Officer of the Company. Since March 31, 2023, Mr. Frederick has acted as the President and Chief Executive Officer of First Harrison Bank (the “Bank”). Mr. Frederick previously served as Executive Vice President, Chief Financial Officer, and as a director on the board of the Company. Mr. Frederick has been affiliated with the Bank since June 1990.

Mr. Frederick has (i) no arrangements or understandings with any other person pursuant to which he was appointed as an executive officer, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or an executive officer. Mr. Frederick has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

99.1	Press Release issued by First Capital, Inc. on June 30, 2023.

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 CAPITAL, INC.

Date: June 30, 2023	By:	/s/ Michael C. Frederick
		Michael C. Frederick President and Chief Executive Officer

EXHIBIT 99.1

First Capital, Inc. Announces Frederick Succeeds Harrod as President and Chief Executive Officer of First Capital, Inc.

CORYDON, Ind., June 30, 2023 (GLOBE NEWSWIRE) -- First Capital, Inc. (the “Company”) (NASDAQ:FCAP), the holding company for First Harrison Bank (the “Bank”), today announced that William W. Harrod has retired from his role as President and Chief Executive Officer of the Company. Effective July 1, 2023, Michael C. Frederick will assume the role of President and Chief Executive Officer of the Company. Mr. Frederick currently serves as the President and Chief Executive Officer of the Bank, previously served as the Chief Financial Officer of the Bank and the Company, and has been affiliated with the Bank since 1990.

“Bill has led First Capital for over twenty years and we appreciate the reputation he has developed for the bank as a reliable community member. I am honored to assume Bill’s role as President and Chief Executive Officer and will continue to adhere to our core values.”

On March 31, 2023, Mr. Harrod announced that he would resign as President and Chief Executive Officer of the Company effective July 1, 2023, and Mr. Frederick would transition into that role. At that time, Mr. Frederick transitioned from Chief Financial Officer of the Bank and the Company to President and Chief Executive Officer of the Bank.

“Over the past few months, Chris and I have worked hand in hand as President and Chief Executive Officer of First Capital and First Harrison, respectively, and I have seen Chris adapt to his new role effortlessly. I am excited to watch the Company continue to play a key role in the communities we have invested in and watch Chris lead the Company into the future,” commented Mr. Harrod.

“I am thankful for Bill’s tremendous leadership over the years and look forward to leading First Capital and First Harrison Bank into our next chapter,” concluded Mr. Frederick.

The Bank currently has eighteen offices in the Indiana communities of Corydon, Edwardsville, Greenville, Floyds Knobs, Palmyra, New Albany, New Salisbury, Jeffersonville, Salem, Lanesville and Charlestown and the Kentucky communities of Shepherdsville, Mt. Washington and Lebanon Junction.

Access to First Harrison Bank accounts, including online banking and electronic bill payments, is available through the Bank’s website at www.firstharrison.com. For more information and financial data about the Company, please visit Investor Relations at the Bank’s aforementioned website. The Bank can also be followed on Facebook.

This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning. Forward-looking statements are not historical facts nor guarantees of future performance; rather, they are statements based on the Company’s current beliefs, assumptions, and expectations regarding its business strategies and their intended results and its future performance.

Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements to be materially different from those expressed or implied by these forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses to the pandemic on our operations and personnel, and on commercial activity and demand across our and our customers’ businesses, market, economic, operational, liquidity, credit and interest rate risks associated with the Company’s business (including developments and volatility arising from the COVID-19 pandemic), general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; competition; the ability of the Company to execute its business plan; legislative and regulatory changes; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission.

Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this press release, the Company’s reports, or made elsewhere from time to time by the Company or on its behalf. These forward-looking statements are made only as of the date of this press release, and the Company assumes no obligation to update any forward-looking statements after the date of this press release.

Contact:
Michael C. Frederick
President and Chief Executive Officer
First Capital, Inc. & First Harrison Bank
220 Federal Drive, N.W.
Corydon, Indiana 47112
(812) 734-3464

Cover	Jun. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Entity File Number	0-25023
Entity Registrant Name	First Capital, Inc.
Entity Central Index Key	0001070296
Entity Tax Identification Number	35-2056949
Entity Incorporation, State or Country Code	IN
Entity Address, Address Line One	220 Federal Drive N.W.,
Entity Address, City or Town	Corydon
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47112
City Area Code	812
Local Phone Number	738-2198
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FCAP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false