
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year EndedDecember 31, 2024 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) 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 o1934 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 such filinrequirements 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 Ru405 of 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 anpost 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 companor an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growtcompany” 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 witany 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 iinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thprepared 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 the registrant includein 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-based compensatioreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates was $96.4million, based upon the closing price o$29.99 per share as quoted on The NASDAQ Capital Market as of the last business day of the registrant’s most recently completed second fiscal quartended June 30, 2024. The number of shares outstanding of the registrant’s common stock as of March 14, 2025 was3,355,353. 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 BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. Part II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities[Reserved]Management’s Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures about Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements with Accountants on Accounting and Financial DisclosureControls and ProceduresOther InformationDisclosure Regarding Foreign Jurisdictions that Prevent Inspections Item 5.Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. Part III Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Managementand Related Stockholder MattersCertain Relationships and Related Transactions, and Director IndependencePrincipal Accounting Fees and Services Item 10.Item 11.Item 12.Item 13.Item 14. Part IV Exhibits and Financial Statement SchedulesForm 10-K Summary This Annual Report on Form 10-K contains certain“forward-looking statements”within the meaning of the Private Securities Litigation ReforAct of 1995.Firs