First Financial Bancorp (NASDAQ: FFBC) secures key approvals for BankFinancial merger

Rhea-AI Filing Summary

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.

Insights

Banking M&A analyst

FFBC’s BankFinancial deal secures major regulatory approvals and targets closing around January 1, 2026.

First Financial Bancorp. announced two pivotal approvals for its acquisition of BankFinancial. The Ohio Division of Financial Institutions approved the merger of BankFinancial, National Association into First Financial Bank on December 9, 2025, and the Federal Reserve Board approved the related bank merger application on December 12, 2025. These decisions address central regulatory requirements for combining the banks.

The company now anticipates closing the parent-level merger with BankFinancial on or around January 1, 2026, followed immediately by the bank-level merger. This sequencing clarifies how the transaction is intended to be completed operationally. However, the company explicitly notes that closing still depends on satisfying all remaining conditions, including any other necessary approvals or the absence of stop orders.

The forward-looking statement language underscores that actual outcomes could differ, including the possibility that the Merger or Bank Merger does not close. Subsequent company filings and communications would be the place where investors could later see whether the targeted closing timing and structure occurred as described.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2025

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio

001-34762

31-1042001

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. employer identification number)

255 East Fifth Street, Suite 900

Cincinnati,

Ohio

45202

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (877) 322-9530

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of exchange on which registered

Common stock, No par value

FFBC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 8.01    Other Events.

Regulatory Approvals of Pending Merger Applications.

On December 9, 2025, First Financial Bancorp., an Ohio corporation (the “Company”), received notification that the Ohio Department of Commerce, Division of Financial Institutions approved the application of the Company’s wholly-owned subsidiary, First Financial Bank, an Ohio state-chartered bank, for prior approval of the merger of BankFinancial, National Association, a national banking association, with and into First Financial Bank (the “Bank Merger”). On December 12, 2025, the Company received notification that the Board of Governors of the Federal Reserve System approved First Financial Bank’s application for prior approval of the Bank Merger. The Bank Merger is in connection with the Company’s previously announced merger of BankFinancial Corporation, a Maryland corporation (“BankFinancial”), with and into the Company, pursuant to the Agreement and Plan of Merger by and between the Company and BankFinancial, dated as of August 11, 2025 (the “Merger”).

The Company anticipates the closing of the Merger to occur on or around January 1, 2026. The Bank Merger is expected to occur immediately following the Merger.

On December 15, 2025, the Company issued a press release announcing the foregoing matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated December 15, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 the Merger and the Bank 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 the Company’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 the Company with the SEC, risks and uncertainties for the Company include, but are not limited to, the failure to satisfy conditions to completion of the Merger or the Bank 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, the Company does not assume any obligation to update any forward-looking statement.

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST FINANCIAL BANCORP.

						By: /s/ Karen B. Woods
						Karen B. Woods
						General Counsel
Date:			December 15, 2025

FAQ

What did First Financial Bancorp (FFBC) announce in this 8-K?

First Financial Bancorp. disclosed that its planned acquisition of BankFinancial Corporation has received key regulatory approvals for the related bank merger and that it now anticipates closing the holding-company merger on or around January 1, 2026.

Which regulators approved the FFBC–BankFinancial bank merger?

The Ohio Department of Commerce, Division of Financial Institutions approved the merger of BankFinancial, National Association into First Financial Bank on December 9, 2025, and the Board of Governors of the Federal Reserve System approved First Financial Bank’s application for prior approval of the bank merger on December 12, 2025.

When does FFBC expect to close its merger with BankFinancial Corporation?

First Financial Bancorp. states that it anticipates the closing of the holding-company merger with BankFinancial Corporation to occur on or around January 1, 2026, with the bank-level merger expected immediately afterward.

How are the Merger and the Bank Merger related for First Financial Bancorp?

The Merger refers to BankFinancial Corporation combining with and into First Financial Bancorp, while the Bank Merger refers to BankFinancial, National Association merging into First Financial Bank. The bank merger is described as occurring in connection with, and immediately following, the parent-company Merger.

What risks to completing the FFBC–BankFinancial transaction are highlighted?

The company notes that forward-looking statements involve risks and uncertainties, including the possibility of failing to satisfy conditions to completion of the Merger or Bank Merger, not receiving any remaining required approvals, or the Merger failing to close for other reasons.

Where can investors find more information about FFBC’s risks and the merger?

The company points to its Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the SEC for more detailed discussions of risks, uncertainties and factors that could affect actual results relative to the forward-looking statements.