First Financial Secures Regulatory Approval for Acquisition of BankFinancial

Rhea-AI Summary

First Financial (Nasdaq: FFBC) received regulatory approval from the Federal Reserve and the Ohio Department of Financial Institutions to complete its acquisition of Chicago-based BankFinancial.

The transaction is an all-stock deal valued at approximately $142 million as of the merger agreement date. Closing is anticipated on or around January 1, 2026, subject to customary closing conditions and approval by BankFinancial shareholders.

Positive

• Received Federal Reserve and Ohio DFI regulatory approval
• Transaction value of approximately $142 million stated in agreement
• Anticipated closing date on or around January 1, 2026

Negative

• Closing remains subject to BankFinancial shareholder approval
• Completion contingent on customary closing conditions

News Market Reaction – FFBC

+0.56%

1 alert

+0.56% News Effect

On the day this news was published, FFBC gained 0.56%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

BankFinancial deal value: $142 million Anticipated closing date: January 1, 2026

2 metrics

BankFinancial deal value $142 million All-stock transaction value as of merger agreement date

Anticipated closing date January 1, 2026 Expected closing for BankFinancial acquisition, subject to conditions

Market Reality Check

Price: $29.96 Vol: Volume 690,565 is 14% abo...

normal vol

$29.96 Last Close

Volume Volume 690,565 is 14% above the 20-day average of 608,285. normal

Technical Price 26.83 is trading above the 200-day MA at 24.66, indicating a pre-news uptrend.

Peers on Argus

FFBC slipped 0.56% with peers also lower: TRMK -1.17%, BOH -1.00%, WAFD -0.51%, ...

FFBC slipped 0.56% with peers also lower: TRMK -1.17%, BOH -1.00%, WAFD -0.51%, FRME -0.46%, PRK -0.36%, suggesting a broader regional bank downdraft alongside the deal update.

Historical Context

5 past events · Latest: Nov 06 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 06	Debt offering	Neutral	+1.6%	Priced $300M 6.375% subordinated notes to bolster Tier 2 capital.
Nov 03	Acquisition close	Positive	+1.1%	Completed Westfield Bancorp acquisition, expanding assets and operations.
Oct 28	Dividend declaration	Positive	-1.9%	Declared $0.25 per share quarterly cash dividend.
Oct 23	Earnings results	Positive	-0.1%	Reported record $234M revenue and strong profitability, capital ratios.
Oct 03	Earnings notice	Neutral	+2.3%	Announced timing and access details for Q3 2025 earnings release.

Pattern Detected

Recent material news (acquisitions, offerings, earnings) often saw modest moves, with both aligned and divergent reactions, particularly around dividends and earnings.

Recent Company History

Over the last few months, FFBC has been active on multiple fronts. It completed the Westfield Bancorp acquisition, creating a $20.6 billion institution and expanding its Midwest footprint. It priced and then completed a $300 million subordinated notes offering, strengthening Tier 2 capital and corporate flexibility. Q3 2025 results showed record total revenue of $234M, net income of $71.9M, and solid capital ratios. A regular $0.25 dividend continued its payout pattern. Today’s BankFinancial regulatory approval extends this acquisition-driven growth trajectory.

Market Pulse Summary

This announcement highlights that FFBC obtained key regulatory approvals to proceed with its all-sto...

Analysis

This announcement highlights that FFBC obtained key regulatory approvals to proceed with its all-stock acquisition of BankFinancial, a deal valued near $142 million. It advances a strategy of expansion following the completed Westfield Bancorp transaction. Historically, FFBC’s acquisition updates have produced modest share-price moves, while earnings and capital actions such as subordinated notes offerings shaped the broader story. Investors may watch for final shareholder approval, closing around early 2026, and subsequent integration updates.

Key Terms

regulatory approval, all-stock transaction, Federal Reserve, customary closing conditions

4 terms

regulatory approval regulatory

"secured regulatory approval of its announced acquisition of Chicago-based BankFinancial"

Regulatory approval is the official permission given by government agencies or authorities that allows a product, service, or business activity to be legally operated or sold. It is important to investors because receiving approval often indicates that a product has been reviewed for safety and compliance, which can influence its success and the company’s prospects in the market. Without this approval, launching or selling certain products may be restricted or prohibited.

all-stock transaction financial

"announced the acquisition of BankFinancial in an all-stock transaction valued at approximately $142 million"

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

Federal Reserve regulatory

"received regulatory approval from the Federal Reserve and the Ohio Department of Financial Institutions"

The federal reserve is the United States’ central bank system that sets short-term interest rates, controls the supply of money, and acts as a lender of last resort to banks. Think of it like a thermostat for the economy: by raising or lowering rates and adjusting money flow it helps cool inflation or stimulate growth, which directly affects borrowing costs, corporate profits and stock valuations—key concerns for investors.

customary closing conditions regulatory

"subject to customary closing conditions and approval by BankFinancial shareholders"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

AI-generated analysis. Not financial advice.

• First Financial Bancorp. ("First Financial") secured regulatory approval of its announced acquisition of Chicago-based BankFinancial Corporation ("BankFinancial").
• Closing is anticipated to take place on or around January 1, 2026.

CINCINNATI, Dec. 15, 2025 /PRNewswire/ -- First Financial (Nasdaq: FFBC) announced that it received regulatory approval from the Federal Reserve and the Ohio Department of Financial Institutions to complete its previously announced acquisition of BankFinancial. Closing is anticipated to take place on or around January 1, 2026, subject to customary closing conditions and approval by BankFinancial shareholders.

In August 2025, First Financial announced the acquisition of BankFinancial in an all-stock transaction valued at approximately $142 million as of the date of the merger agreement.

More information on the transition is available at bankatfirst.com.

About First Financial Bancorp.
First Financial Bancorp. is a Cincinnati, Ohio based bank holding company. As of September 30, 2025, First Financial had $18.6 billion in assets, $11.7 billion in loans, $14.4 billion in deposits and $2.6 billion in shareholders' equity. First Financial's subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $4.0 billion in assets under management as of September 30, 2025. First Financial operated 127 full service banking centers as of September 30, 2025, located in Ohio, Indiana, Kentucky and Illinois, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis. In 2025, First Financial Bank received its second consecutive Outstanding rating from the Federal Reserve for its performance under the Community Reinvestment Act and was recognized as a Gallup Exceptional Workplace Award winner, one of only 70 Gallup clients worldwide to receive this designation. Additional information about First Financial, including its products, services and banking locations, is available at www.bankatfirst.com.

Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to merger of BankFinancial with and into First Financial, pursuant to the Agreement and Plan of Merger by and between First Financial and BankFinancial, dated as of August 11, 2025 (the "Merger"), which are subject to numerous assumptions, risks and uncertainties. Words such as "believes," "anticipates," "likely," "expected," "estimated," "intends" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to First Financial's Annual Report on Form 10-K for the year ended December 31, 2024, as well as its other filings with the U.S. Securities and Exchange Commission ("SEC"), for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management's control. It is possible that actual results and outcomes will differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in reports filed by First Financial with the SEC, risks and uncertainties for First Financial include, but are not limited to, the failure to satisfy conditions to completion of the Merger, including receipt of any other approvals or stop orders or the failure of the Merger to close for any other reason. All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, First Financial does not assume any obligation to update any forward-looking statement.

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SOURCE First Financial Bancorp.

FAQ

What approvals did First Financial (FFBC) receive for the BankFinancial acquisition on December 15, 2025?

First Financial received approvals from the Federal Reserve and the Ohio Department of Financial Institutions.

When is the First Financial (FFBC) acquisition of BankFinancial expected to close?

Closing is anticipated to take place on or around January 1, 2026, subject to customary conditions and shareholder approval.

What is the value and structure of the First Financial (FFBC) deal for BankFinancial announced in 2025?

The acquisition is an all-stock transaction valued at approximately $142 million as of the merger agreement date.

Does the BankFinancial acquisition by First Financial (FFBC) still require shareholder votes?

Yes; closing is subject to approval by BankFinancial shareholders.

Where can investors find more information about the First Financial and BankFinancial transition?

More information on the transition is available at bankatfirst.com.