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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): October 10, 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 October 10, 2025, First Financial Bancorp., an Ohio corporation (the “Company”), received notification that the Board of Governors of the Federal Reserve System and 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 (the “Bank”), for prior approval of the merger of Westfield Bank, FSB, a federal savings bank (“Westfield Bank”), with and into the Bank (the “Merger”). The Merger is in connection with its previously announced acquisition of all of the issued and outstanding equity securities of Westfield Bank’s parent company, Westfield Bancorp, Inc., an Ohio corporation, pursuant to the Stock Purchase Agreement, by and between the Company and Ohio Farmers Insurance Company, an Ohio insurance company, dated as of June 23, 2025 (the “Acquisition”).
The Company anticipates the closing of the Acquisition to occur on November 1, 2025.
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 Acquisition and 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 the Company’s Report on Form 10-K for the year ended December 31, 2025, 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 Acquisition, including receipt of any other approvals or stop orders or the failure of the Acquisition 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: | October 16, 2025 | |
