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 March 31, 2023, William W. Harrod will step down as President and Chief Executive Officer of First Harrison Bank (the "Bank"), and Michael C. Frederick will resign as Chief Financial Officer of First Capital, Inc (the "Company") of the Bank and transition into the role of President and Chief Executive Officer of the Bank.

Effective July 1, 2023, Mr. Frederick will also transition into the role of President and Chief Executive Officer of the Company. Mr. Frederick is currently serving as Executive Vice President and 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.

Appointment of Joshua P. Stevens, CPA as Chief Financial Officer

On March 31, 2023, Joshua P. Stevens will transition into the role of Chief Financial Officer for the Company and the Bank. Mr. Stevens has been affiliated with the Bank since August 2022. Prior to that, he served in various leadership roles at Monroe Shine & Co., Inc. from 2009 to 2022. Mr. Stevens earned his B.S., Accounting & Business Economics and Public Policy at Indiana University Kelley School of Business.

Mr. Stevens 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. Stevens 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





(d) Exhibits

99.1 Press Release issued by First Capital, Inc. on March 31, 2023. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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