Item 1.01 Entry into a Material Definitive Agreement.
On November 10, 2025, First Financial Bancorp. (the “Company”) completed the issuance and sale (the “Offering”) of $300,000,000 aggregate principal amount of its 6.375% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”). The Offering was completed pursuant to the Company’s registration statement on Form S-3 (File No. 333-291294) (including a base prospectus) filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2025, as supplemented by the prospectus supplement dated November 6, 2025, and filed with the SEC on November 7, 2025 (the “Prospectus Supplement”).
In connection with the Offering, the Company and First Financial Bank entered into an Underwriting Agreement, dated November 6, 2025 (the “Underwriting Agreement”), with Keefe, Bruyette & Woods, Inc. and Janney Montgomery Scott LLC. The Notes were sold at an underwriting discount of 1.25%, resulting in net proceeds to the Company of approximately $296.3 million before deducting expenses of the Offering. The Company intends to use the net proceeds from the Offering for general corporate purposes, including the potential redemption of its 5.25% Subordinated Notes due 2030. The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes in the Offering, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
The Notes were issued under the Subordinated Indenture, dated as of November 5, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 10, 2025 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee.
From and including the date of issuance to, but excluding, December 1, 2030, or earlier redemption date, the Notes will bear interest at an initial fixed rate of 6.375% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2026. From and including December 1, 2030 to, but excluding the maturity date, December 1, 2035, or earlier redemption date, the Notes will bear interest at a floating rate per annum equal to a benchmark rate, which is expected to be Three-Month Term SOFR (as defined in the First Supplemental Indenture), plus 300 basis points, payable quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, commencing on March 1, 2031. Notwithstanding the foregoing, if the benchmark rate is less than zero, then the benchmark rate shall be deemed to be zero.
The Company may, at its option, redeem the Notes (i) in whole or in part beginning with the interest payment date of December 1, 2030, and on any interest payment date thereafter or (ii) in whole but not in part upon the occurrence of a “Tax Event,” a “Tier 2 Capital Event” or the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. The redemption price for any redemption is 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations, including capital regulations.
There is no sinking fund for the Notes. The Notes rank junior to all of the Company’s existing and future senior indebtedness. In addition, the Notes are effectively subordinated to any secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated to all of the existing and future liabilities and obligations of the
