第一资本 2025年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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: 0-25023 FIRST CAPITAL, INC.(Exact name of registrant as specified in its charter) (I.R.S. Employer Identification No.) Registrant’s telephone number, including area code: (812) 738-2198Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ 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☒ 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 of1934 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 suchfiling requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 withany 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 internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant 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-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates was $132.4 million, based upon the closing price of$41.29 per share as quoted on The NASDAQ Capital Market as of the last business day of the registrant’s most recently completed second fiscal quarterended June 30, 2025. The number of shares outstanding of the registrant’s common stock as of March 16, 2026 was 3,345,531. DOCUMENTS INCORPORATED BY REFERENCEPortions of the Proxy Statement for the 2025 Annual Meeting of Stockholdersare incorporated by reference in Part III of this Form 10-K. INDEX Part I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures 3253435373838 Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities38Item 6.[Reserved]39Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations40Item 7A.Quantitative and Qualitative Disclosures about Market Risk52Item 8.Financial Statements and Supplementary Data52Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure52Item 9A.Controls and Procedures53Item 9B.Other Information53Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections53 Part III Item 10.Directors, Executive Officers and Corporate Governance54Item 11.Executive Compensation54Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters54Item 13.Certain Relationships and Related Transactions, and Director Independence55Item 14.Principal Accounting Fees and Services55 Part IV Item 15.Exhibits and Financial Statement Schedules56Item 16.Form 10-K Summary58SIGNATURES This Annual Report on Form10-K contains certain “forward-looking statements” within themeaning of the Private Securities Litigation Reform Act of 1995. First Capital,Inc. also may ma