First Fin Banc SEC Filings

First Financial Bancorp. reported that its planned acquisition of BankFinancial Corporation has cleared key bank regulatory approvals. On December 9, 2025, the Ohio Department of Commerce, Division of Financial Institutions approved the merger of BankFinancial, National Association into First Financial Bank, and on December 12, 2025, the Board of Governors of the Federal Reserve System also approved the bank merger application.

The company now anticipates closing the holding-company merger with BankFinancial on or around January 1, 2026, with the bank-level merger expected to occur immediately afterward. The disclosure also includes forward-looking cautions, emphasizing that completion still depends on remaining conditions to closing, including any additional required approvals.

First Financial Bancorp. completed a $300,000,000 offering of 6.375% Fixed-to-Floating Rate Subordinated Notes due 2035. After a 1.25% underwriting discount, the Company received approximately $296.3 million in net proceeds before expenses, which it plans to use for general corporate purposes, including the potential redemption of its 5.25% subordinated notes due 2030.

The notes pay a fixed 6.375% interest rate semi-annually through December 1, 2030, then float at Three-Month Term SOFR plus 300 basis points with quarterly payments until maturity on December 1, 2035. The notes are redeemable at the Company’s option at par plus accrued interest beginning December 1, 2030 and upon certain events, subject to Federal Reserve approval to the extent required. They are subordinated obligations of the Company, junior to senior debt, effectively subordinated to secured debt, and structurally subordinated to subsidiary liabilities.

First Financial Bancorp. (FFBC) is offering $300,000,000 of 6.375% Fixed‑to‑Floating Rate Subordinated Notes due 2035. The notes pay a fixed 6.375% coupon semiannually to, but excluding, December 1, 2030, then float at a benchmark rate expected to be Three‑Month Term SOFR plus 300 bps, paid quarterly, with a zero floor on the benchmark.

The notes mature on December 1, 2035, are redeemable at the issuer’s option at 100% of principal plus accrued interest beginning on December 1, 2030, or earlier upon a Tax Event, Tier 2 Capital Event, or certain 1940 Act conditions, in each case subject to Federal Reserve approval. They are unsecured, rank junior to senior debt, and will not be listed. The public offering price is 100.00%, with a 1.25% underwriting discount; gross proceeds are $300,000,000 and proceeds before expenses are $296,250,000. The company expects net proceeds of approximately $295.5 million for general corporate purposes, including the potential redemption of its 5.25% subordinated notes due 2030.

Recent context includes the completed $325.0 million Westfield acquisition and a pending all‑stock merger with BankFinancial, expected in the first quarter of 2026, subject to customary approvals.

First Financial Bancorp. (FFBC) filed a preliminary prospectus supplement for a primary offering of fixed‑to‑floating rate subordinated notes due 2035. The notes pay a fixed rate until 2030, then switch to a floating rate tied to a benchmark expected to be Three‑Month Term SOFR plus a spread. The company may redeem the notes at par on interest payment dates beginning in 2030, or earlier upon a Tax Event, Tier 2 Capital Event, or if required to register under the 1940 Act, in each case subject to Federal Reserve approval.

The notes are unsecured and subordinated to senior indebtedness, effectively subordinated to subsidiary obligations, and will not be listed on an exchange. They are not deposits and are not insured by the FDIC. Net proceeds will be used for general corporate purposes, including the potential redemption of FFBC’s 5.25% subordinated notes due 2030.

Recent updates include the $325.0 million acquisition of Westfield and a pending all‑stock merger with BankFinancial valued at approximately $141.3 million, expected to close in the first quarter of 2026.

First Financial Bancorp (FFBC) reported stronger quarterly results. For the three months ended September 30, 2025, net income was $71.9 million and diluted EPS was $0.75. Net interest income rose to $160.5 million as deposit and borrowing costs eased, with total interest expense at $89.8 million. The provision for credit losses on loans was $8.6 million. Noninterest income reached $73.5 million, led by foreign exchange income of $16.7 million, leasing business income of $21.0 million, and net gains from sales of loans of $6.8 million.

For the nine months ended September 30, 2025, net income was $193.2 million and diluted EPS was $2.02. The balance sheet remained stable: total assets were $18.55 billion, loans and leases were $11.71 billion, and total deposits were $14.43 billion. Borrowed funds declined to $817.0 million from $1.10 billion at year-end. Accumulated other comprehensive loss improved to $223.0 million from $289.8 million, reflecting higher AFS securities valuations. The company declared a quarterly common dividend of $0.25 per share.

First Financial Bancorp. (FFBC) furnished investor presentation materials under Regulation FD via an 8-K. The presentation is attached as Exhibit 99.1 and dated November 3, 2025. The company states the information in Item 7.01 and Exhibit 99.1 is intended to be furnished and shall not be deemed filed under the Securities Exchange Act or incorporated by reference into Securities Act filings.

First Financial Bancorp. (FFBC) completed its acquisition of Westfield Bancorp, Inc. and Westfield Bank. On November 1, 2025, the company closed the deal and consummated two follow-on mergers: Westfield’s holding company merged into First Financial Bancorp., and Westfield Bank merged into First Financial Bank, with First Financial Bank as the surviving bank.

As consideration, Ohio Farmers Insurance Company received 2,753,094 shares of common stock valued at $65,000,000 based on a 10-day NASDAQ volume-weighted average price tied to the June 23, 2025 agreement, plus $260,000,000 in cash, for a total purchase price of $325,000,000. The shares were issued in a private placement to accredited investors under Section 4(a)(2) and/or Rule 506 of Regulation D. The stock was delivered on November 3, 2025, the first business day after closing. The company also furnished a press release announcing completion of the transaction.

First Financial Bancorp. plans to acquire BankFinancial Corporation in an all-stock merger. BankFinancial stockholders will receive 0.480 First Financial common shares for each BankFinancial share. Based on First Financial’s August 11, 2025 closing price, the exchange ratio implied $11.34 per BankFinancial share and aggregate merger consideration of about $141.3 million.

First Financial expects to issue approximately 5.98 million new shares, after which First Financial shareholders would own about 94% and former BankFinancial stockholders about 6% of the combined company. The deal is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes, except for cash paid in lieu of fractional shares.

A special meeting of BankFinancial stockholders to vote on the merger, a non-binding compensation proposal, and a possible adjournment will be held on December 18, 2025 at 11:00 a.m. CT in Oak Brook, Illinois. Conditions include BankFinancial stockholder approval, required regulatory approvals, effectiveness of the registration statement, Nasdaq listing of the new shares, accuracy of representations, and tax opinions. If the merger is not completed in certain circumstances, BankFinancial may owe a $5.0 million termination fee. BankFinancial stockholders do not have appraisal rights.