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ACQUISITIONS AND DISPOSITIONS | 9 Months Ended
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Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS First Savings Financial Group, Inc. Acquisition On September 24, 2025, the Corporation and First Savings Financial Group, Inc., an Indiana corporation ("First Savings"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which First Savings will, subject to the terms and conditions of the Merger Agreement, merge with and into the Corporation (the "Merger"), whereupon the separate corporate existence of First Savings will cease and the Corporation will survive. Immediately following the Merger, First Savings' wholly owned subsidiary, First Savings Bank, will be merged with and into the Bank, with the Bank as the surviving bank. Subject to the terms and conditions of the Merger Agreement, upon the Merger becoming effective, the common shareholders of First Savings will be entitled to receive, for each outstanding share of First Savings common stock, a 0.85 share (the "Exchange Ratio") of the Corporation's common stock, in a tax-free exchange. The Exchange Ratio is subject to adjustments for stock splits, stock dividends, recapitalization, or similar transactions, or as otherwise described in the Merger Agreement. Fractional shares of the Corporation's common stock will not be issued in respect of fractional interests arising from the Exchange Ratio but will be paid in cash pursuant to the Merger Agreement. Based on an assumption of 7,010,008 shares of First Savings common stock outstanding at the time of closing (which was the number of shares of First Savings common stock outstanding on October 15, 2025, plus 24,000 shares of restricted stock that First Savings intends to issue in November 2025), the Corporation expects to issue approximately 5.96 million shares of its common stock in exchange for all of the issued and outstanding shares of First Savings common stock. In addition, the Corporation will pay cash to settle outstanding First Savings stock options. Based on the closing price of the Corporation's common stock on October 15, 2025 of $37.00 per share, the implied value for a share of First Savings common stock is $31.45, and the aggregate value of the transaction is estimated at approximately $225.6 million. The Boards of Directors of both the Corporation and First Savings have approved the Merger Agreement. The members of the Board of Directors of First Savings and certain executive officers of First Savings have entered into a Voting Agreement pursuant to which each of them has agreed to vote their shares of First Savings common stock in favor of the Merger. The Corporation has filed a Registration Statement on Form S-4 with the SEC in connection with the proposed Merger, including a preliminary Proxy Statement for First Savings and Prospectus for the Corporation which will be submitted to the First Savings common shareholders for their consideration at a meeting to be held December 19, 2025. Consummation of the Merger remains subject to certain other closing conditions set forth in the Merger Agreement. The parties expect the closing to occur in the first quarter of 2026, subject to satisfaction of those conditions. Old Second National Bank Branch Sale On December 6, 2024, the Bank completed its sale of five branches in the suburban Chicago market to Old Second National Bank ("Old Second"). Pursuant to the terms of the branch sale agreement, Old Second assumed certain deposit liabilities and acquired certain loans, as well as cash and premises and equipment. The Bank recognized a gain on sale of $20.0 million related to the branch sale for the year ended December 31, 2024. The following table summarizes the assets and liabilities related to the branch sale:
| December 6, 2024
Assets |
Cash and due from banks | $ | 419 |
Loans | 7,410 |
Premises and equipment | 3,233 |
Interest receivable and other assets | 21 |
Total Assets | $ | 11,083 |
Liabilities |
Deposits | $ | 267,448 |
Interest payable and other liabilities | 692 |
Total Liabilities | $ | 268,140 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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