First Financial Bancorp 8-K Filings

First Financial Bancorp. agreed to acquire Finward Bancorp and reported strong second‑quarter 2026 results. The all‑stock merger will convert each Finward share into 1.35 First Financial shares, valuing the deal at approximately $208 million, and is expected to close in the fourth quarter of 2026, subject to Finward shareholder and regulatory approvals.

Finward has about $2.0 billion in assets, $1.7 billion in deposits, $1.5 billion in loans and $412 million in assets under management, adding 24 locations and lifting First Financial’s pro forma Chicago‑area deposits by 75% to over $4 billion. The transaction is expected to be roughly 5% EPS accretive, with only about 0.4% estimated tangible book value dilution and a 0.6‑year tangible book value earnback period.

For the three months ended June 30, 2026, First Financial generated net income of $76.5 million, diluted EPS of $0.73 and record adjusted EPS of $0.80, with a 1.37% return on average assets, 17.95% return on average tangible common equity (19.7% adjusted) and a 3.98% net interest margin on a fully tax‑equivalent basis. Loans grew $240 million (7.1% annualized), net charge‑offs were 0.20% of total loans, and the allowance for credit losses equaled 1.38% of loans. Capital remained strong, including a 15.75% total capital ratio and 12.33% common equity Tier 1 ratio. The board increased the quarterly dividend to $0.26 per share, payable September 15, 2026.

First Financial Bancorp. reported results of its 2026 Annual Meeting of Shareholders and approval of a new equity incentive plan. Shareholders approved the 2026 Stock Plan, under which the company may grant equity awards covering up to 3.85 million shares of common stock through May 26, 2036. Awards can include stock options, stock appreciation rights, restricted stock and restricted stock units for directors, executives and other participants.

All ten nominated directors were elected for terms ending in 2027. Shareholders also ratified Crowe LLP as independent auditor for the fiscal year ending December 31, 2026, and approved on an advisory basis the compensation of the company’s named executive officers. Voting participation was high, with 94,132,229 shares present, representing 89.71% of the 104,922,249 shares eligible to vote as of the record date.

First Financial Bancorp. shared an investor presentation detailing its first quarter 2026 performance and recent acquisitions. The company reported net income of $74.4 million, or $0.71 per diluted share, and adjusted net income of $80.5 million, or $0.77 per diluted share.

Average assets were $22.5 billion, with period-end assets of $22.8 billion, loans of $13.5 billion and deposits of $17.9 billion. The fully tax-equivalent net interest margin was 3.99%, and adjusted pre-tax, pre-provision return on average assets was 1.99%, reflecting strong core profitability.

Credit metrics remained solid, with an allowance for credit losses equal to 1.36% of total loans, nonperforming assets at 0.44% of total assets, and net charge-offs at 0.35% of average loans. Capital remained robust, including a 12.22% Tier 1 common equity ratio and a tangible common equity ratio of 7.87%. The presentation also highlighted the completed acquisitions of Westfield and BankFinancial and a new authorization for a 5 million share repurchase plan.

First Financial Bancorp. reported solid first quarter 2026 results and launched a new share repurchase program. Net income was $74.4 million, or $0.71 per diluted share, with adjusted earnings of $80.5 million, or $0.77 per diluted share, and record adjusted revenue of $265.3 million.

Profitability remained strong, with return on average assets of 1.34% (1.45% adjusted) and return on average tangible common equity of 17.78% (19.22% adjusted). The net interest margin on a fully tax-equivalent basis was 3.99%, supported by lower funding costs. Loans ended at $13.5 billion and deposits at $17.9 billion as of March 31, 2026, aided by the BankFinancial acquisition. Asset quality metrics were stable, with annualized net charge-offs at 0.35% of average loans and nonperforming assets at 0.44% of total assets. Capital ratios stayed robust, including a total capital ratio of 15.71% and common equity tier 1 of 12.23%. The board authorized a new repurchase plan for up to 5,000,000 shares, about 4.8% of shares outstanding.

First Financial Bancorp. furnished an investor presentation that its executive officers may use in meetings with investors and analysts. The materials are provided under a Regulation FD disclosure, meaning they are made available to the public to support fair and equal access to information.

The investor presentation is attached as Exhibit 99.1 and is specifically designated as not being treated as “filed” for purposes of the Securities Exchange Act or incorporated by reference into Securities Act filings.

First Financial Bancorp. furnished an earnings press release and presentation covering its results of operations and financial condition for the full year and fourth quarter of 2025. The materials, dated January 28, 2026, are attached as Exhibits 99.1 and 99.2 and will also be available on the company’s website.

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.

First Financial Bancorp. completed a $300,000,000 offering of 6.375% Fixed-to-Floating Rate Subordinated Notes due 2035. After a 1.25% underwriting discount, the Company received approximately $296.3 million in net proceeds before expenses, which it plans to use for general corporate purposes, including the potential redemption of its 5.25% subordinated notes due 2030.

The notes pay a fixed 6.375% interest rate semi-annually through December 1, 2030, then float at Three-Month Term SOFR plus 300 basis points with quarterly payments until maturity on December 1, 2035. The notes are redeemable at the Company’s option at par plus accrued interest beginning December 1, 2030 and upon certain events, subject to Federal Reserve approval to the extent required. They are subordinated obligations of the Company, junior to senior debt, effectively subordinated to secured debt, and structurally subordinated to subsidiary liabilities.

First Financial Bancorp. (FFBC) furnished investor presentation materials under Regulation FD via an 8-K. The presentation is attached as Exhibit 99.1 and dated November 3, 2025. The company states the information in Item 7.01 and Exhibit 99.1 is intended to be furnished and shall not be deemed filed under the Securities Exchange Act or incorporated by reference into Securities Act filings.

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.

First Financial Bancorp. filed a current report to share that it has released its earnings press release for the first nine months and third quarter of 2025. The release, dated October 23, 2025, details the company's results of operations and financial condition and is furnished as Exhibit 99.1.

The company also prepared electronic presentation slides for its earnings conference call, which are furnished as Exhibit 99.2 and will be available on its website, www.bankatfirst.com. These materials are being furnished, not filed, which means they are not subject to certain Exchange Act liabilities and are only incorporated into other SEC documents if specifically referenced.

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.

First Financial Bancorp filed a Current Report announcing that an investor presentation is attached as Exhibit 99.1 and that its executive officers intend to use the materials, in whole or in part, in meetings with investors and analysts. The company explicitly states the presentation is furnished for informational purposes and is not intended to be treated as "filed" under the Securities Exchange Act or incorporated by reference into Securities Act filings. The report also lists an Inline XBRL cover page interactive data file as Exhibit 104.

First Financial Bancorp (FFBC) and BankFinancial Corporation have entered into a merger agreement under which BankFinancial will merge into First Financial and BankFinancials national bank will merge into First Financials bank, with First Financial surviving. The boards of both companies approved the transaction and the companies expect the deal to close in the fourth quarter of 2025, subject to customary closing conditions, regulatory approvals and BankFinancials stockholder vote.

The Merger consideration is an all-stock exchange in which each outstanding share of BankFinancial common stock will be converted into the right to receive 0.480 shares of First Financial common stock. The agreement includes a $5.0 million termination fee payable by Seller in certain circumstances, customary representations, covenants and indemnities, and a commitment by First Financial to maintain directors and officers liability insurance for six years for Sellers directors and officers. Closing conditions include NASDAQ listing authorization, effectiveness of a Form S-4 registration statement and regulatory approvals from the Federal Reserve, OCC and the Ohio Department of Commerce.

First Financial Bancorp. (NASDAQ: FFBC) filed an 8-K announcing a definitive Stock Purchase Agreement signed on 23 June 2025 to acquire 100% of Westfield Bancorp, Inc., the parent of Westfield Bank, FSB. The total purchase price is US $325 million, comprised of (i) US $260 million in cash and (ii) 2,753,094 newly-issued FFBC common shares valued at US $65 million based on the 10-day VWAP immediately prior to signing. The seller is Ohio Farmers Insurance Company, which currently owns all of Westfield Bancorp’s outstanding equity.

Key contractual terms

• Customary representations, warranties and covenants by both parties, including pre-closing operating covenants requiring Westfield Bancorp to conduct business in the ordinary course and restricting specified actions without FFBC consent.
• FFBC will maintain directors’ & officers’ liability insurance for Westfield Bancorp and Westfield Bank directors/officers for six years post-closing and will indemnify them for liabilities arising from pre-closing service.
• Closing conditions include receipt of all required regulatory approvals, accuracy of representations, and material compliance with covenants. Closing is expected in Q4 2025.
• Termination rights allow either party to walk away after one year (extendable three months for pending regulatory approvals) if closing conditions are unsatisfied, or upon material uncured breach, adverse governmental orders, or denial of approvals.
• At closing, the Seller will receive customary registration rights permitting resale of all stock consideration under an automatic shelf registration statement on Form S-3.

Securities issuance & exemption

The 2.75 million FFBC shares will be issued to an accredited investor under Section 4(a)(2) and/or Rule 506 of Regulation D, qualifying as an unregistered private placement.

Investor communication

FFBC simultaneously released a press release (Ex. 99.1) and investor presentation (Ex. 99.2). Management cautions that forward-looking statements are subject to risks such as the ability to secure approvals and consummate the deal; the company disclaims any duty to update such statements.