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

Rhea-AI Filing Summary

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.

Insights

Bank M&A and Capital Markets Analyst

$325M bank acquisition closed with cash and stock.

First Financial Bancorp. closed the purchase of Westfield Bancorp for a total consideration of $325,000,000, split between $260,000,000 in cash and $65,000,000 in stock representing 2,753,094 new shares. The structure combines immediate cash outlay with equity issuance anchored to a 10-day VWAP set on June 23, 2025.

The transaction was followed by holding company and bank mergers, consolidating Westfield into First Financial’s bank subsidiary. Shares were issued via a private placement to accredited investors under Section 4(a)(2)/Rule 506, indicating no public registration at issuance.

Key items to watch include post-close integration disclosures in subsequent filings and any updates on costs or expected benefits; the timing for these details is not specified in the provided excerpt.

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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): November 1, 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 3.02    Unregistered Sales of Equity Securities.

The information provided in Section 8.01 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 3.02. On November 1, First Financial Bancorp., an Ohio corporation (the “Company”), issued 2,753,094 shares of the Company’s common stock (the “Company Stock”) in accordance with the terms and subject to the conditions set forth in the Stock Purchase Agreement (the “Purchase Agreement”), by and between the Company and Ohio Farmers Insurance Company, an Ohio insurance company (the “Seller”), dated as of June 23, 2025. The Closing, as defined in the Purchase Agreement (the “Closing”), occurred on November 1, 2025, and the delivery of the Company Stock to the Seller was effected on November 3, 2025, which was the first business day following the Closing.

The offer and sale of the Company Stock was made to persons who are “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the Company Stock is being made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.

Item 7.01    Regulation FD Disclosure.

On November 3, 2025, the Company issued a press release announcing the completion of the previously announced transactions contemplated by the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Report and is incorporated herein by reference.

The information contained in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Report shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01    Other Events.

On November 1, 2025, the Company completed its previously announced acquisition (the “Acquisition”) of Westfield Bancorp, Inc., an Ohio corporation (“HoldCo”), and HoldCo’s wholly-owned subsidiary, Westfield Bank, FSB, a federal savings bank (“Westfield Bank”), pursuant to the Purchase Agreement. On November 1, 2025, (i) immediately subsequent to the Closing, HoldCo merged with and into the Company, with the Company as the surviving corporation in the merger (the “Holding Company Merger”), and (ii) immediately subsequent to the Holding Company Merger, Westfield Bank merged with and into First Financial Bank, an Ohio chartered bank and wholly-owned subsidiary of the Company (the “Bank”), with the Bank as the surviving bank in the merger.

As consideration for the Acquisition, the Seller received (i) 2,753,094 shares of Company Stock, equal to $65,000,000 (the “Stock Consideration”), based on the volume weighted average price per share of Company Stock on NASDAQ for 10 consecutive trading date ending on the trading day immediately preceding the date of the Purchase Agreement, and (ii) a cash payment of $260,000,000 (the “Cash Consideration” and together with the Stock Consideration, the “Purchase Price”) for a total Purchase Price of $325,000,000.

The foregoing description of the Acquisition and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 23, 2025 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.						Description
2.1*						Stock Purchase Agreement by and between First Financial Bancorp. and Ohio Farmers Insurance Company, dated as of June 23, 2025 (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed June 23, 2025).
99.1						First Financial Bancorp. Press Release, dated November 3, 2025.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

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:			November 3, 2025

FAQ

What did FFBC announce in its 8-K?

FFBC completed the acquisition of Westfield Bancorp, Inc. and Westfield Bank, followed by mergers that consolidated both entities into First Financial.

How much did FFBC pay for Westfield Bancorp, Inc.?

Total purchase price was $325,000,000, consisting of $260,000,000 in cash and $65,000,000 in stock.

How many shares did FFBC issue for the transaction and under what terms?

FFBC issued 2,753,094 common shares valued at $65,000,000, based on a 10-day NASDAQ VWAP tied to the June 23, 2025 agreement.

What exemptions did FFBC rely on to issue the shares?

The issuance relied on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D for sales to accredited investors.

When did closing and share delivery occur?

Closing occurred on November 1, 2025, and the shares were delivered on November 3, 2025.

Who received the consideration from FFBC?

Ohio Farmers Insurance Company, the seller, received the cash and stock consideration.