[8-K] FIRST FINANCIAL BANCORP /OH/ Reports Material Event

Rhea-AI Filing Summary

First Financial Bancorp. (FFBC) announced that it received regulatory approvals from the Board of Governors of the Federal Reserve System and the Ohio Department of Commerce, Division of Financial Institutions for the merger of Westfield Bank, FSB into its subsidiary, First Financial Bank. These approvals relate to FFBC’s previously announced acquisition of Westfield Bancorp, Inc. from Ohio Farmers Insurance Company under a Stock Purchase Agreement dated June 23, 2025.

The company anticipates closing the acquisition on November 1, 2025, after satisfying remaining conditions.

Insights

Bank M&A and Regulatory Analyst

Key approvals received; closing anticipated on November 1, 2025.

First Financial Bancorp. disclosed approvals from the Federal Reserve and Ohio regulators for merging Westfield Bank, FSB into First Financial Bank. These approvals are critical steps in U.S. bank M&A, confirming supervisory clearance for the structure tied to the stock purchase of Westfield Bancorp, Inc.

The filing notes the company “anticipates” closing on November 1, 2025, indicating remaining conditions could still apply. Typical conditions can include final closing deliverables and no issuance of stop orders, as referenced among the risks.

If closing proceeds as anticipated, the merged bank structure becomes effective thereafter; timing and integration details are not discussed in the excerpt.

0000708955false00007089552025-10-102025-10-100000708955exch:XNMS2025-10-102025-10-10

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

FAQ

What did FFBC announce in this 8-K?

FFBC received approvals from the Federal Reserve and the Ohio Division of Financial Institutions for the merger of Westfield Bank, FSB into First Financial Bank.

How is the merger related to FFBC’s acquisition plans?

The merger approvals are tied to FFBC’s previously announced acquisition of Westfield Bancorp, Inc. from Ohio Farmers Insurance Company under a June 23, 2025 Stock Purchase Agreement.

When does FFBC anticipate closing the acquisition?

The company anticipates closing on November 1, 2025.

Which regulators approved the merger application?

The Board of Governors of the Federal Reserve System and the Ohio Department of Commerce, Division of Financial Institutions.

What risks did FFBC highlight?

Risks include failure to satisfy closing conditions, receipt of any other approvals or stop orders, or the failure of the acquisition to close for any reason.