FFBC counsel corrects tax-withheld share count

First Financial Bancorp General Counsel & CAO Karen B. Woods filed an amended insider report to correct a prior tax-related share withholding.

Rhea-AI Filing Summary

First Financial Bancorp General Counsel & CAO Karen B. Woods filed an amended insider report to correct a prior tax-related share withholding. The filing clarifies that 3,466 shares of common stock were withheld to cover tax obligations, instead of 3,326 previously reported, and her direct holdings are now 74,962 shares, plus 100 shares held indirectly as UTMA custodian for her daughter.

Insights

Banking equity analyst

Administrative correction of a small tax-withholding entry; no thesis impact.

The filing shows Karen B. Woods, General Counsel & CAO of First Financial Bancorp, correcting an earlier Form 4. A tax-withholding disposition tied to equity compensation is updated from 3,326 to 3,466 common shares.

This F-code event reflects shares delivered to satisfy tax liabilities rather than an open-market sale, so it carries limited signaling value. After the correction, Woods holds 74,962 shares directly and 100 shares indirectly as UTMA custodian, indicating a continuing substantial position.

Because this is an amendment to fix the reported number rather than a new discretionary trade, it is best viewed as routine housekeeping. Future company filings may provide additional context on compensation or further equity awards, but this specific update is administratively focused.

Insider Trade Summary

Exercise Price or Tax Liability: 3,326 shares

Exercise Price or Tax Liability 2 txns

Insider Woods Karen B

Role General Counsel & CAO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,326	$27.25	$91K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 74,962 shares (Direct); Common Stock — 100 shares (Indirect, UTMA Custodian for Daughter)

Footnotes (2)

1. F1. Incorrect number of shares reported on Form 4. Correct number of shares is 3,466.
2. F2. Balance reduced to reflect difference between 3,466 and 3,326.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FFBC report for Karen B. Woods in this Form 4/A?

The amended filing reports a tax-withholding disposition of common stock for General Counsel & CAO Karen B. Woods. It corrects a prior Form 4 so that 3,466 shares, rather than 3,326, are shown as withheld to satisfy tax obligations tied to equity compensation.

Did Karen B. Woods of FFBC sell shares on the open market in this Form 4/A?

No open-market sale is reported. The transaction is coded as a tax-withholding disposition, meaning shares were delivered to cover tax liabilities on equity compensation. This is a mechanistic event rather than a discretionary market sale of First Financial Bancorp common stock.

How many FFBC shares does Karen B. Woods hold after the corrected transaction?

Following the corrected tax-withholding entry, Karen B. Woods directly holds 74,962 shares of First Financial Bancorp common stock. The filing also shows 100 additional shares held indirectly, where she acts as UTMA custodian for her daughter, reflecting a small custodial position.

What exactly did this FFBC Form 4/A amendment change compared with the prior Form 4?

The amendment states the previously reported 3,326 tax-withheld shares was incorrect and the correct figure is 3,466. Her reported balance was reduced to reflect the difference between 3,466 and 3,326, aligning the disclosed holdings with the actual tax-withholding transaction.

Does this FFBC insider filing indicate a change in Karen B. Woods’ investment view?

The filing does not indicate a change in investment view. It documents a tax-withholding disposition tied to compensation and corrects the reported share count. Such F-code transactions are administrative and typically reflect required tax payments rather than strategic buying or selling decisions.

Are there any derivative securities or option exercises reported in this FFBC Form 4/A?

No derivative transactions are listed in the derivative summary. The reported activity involves common stock only, specifically a tax-withholding disposition and an updated holding entry, with no separate option exercises or other derivative events detailed in this particular insider filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/26/2026 - 05:08 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Woods Karen B

(Last) (First) (Middle)

255 EAST 5TH STREET, SUITE 2900

(Street)

CINCINNATI OHIO 45202

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FIRST FINANCIAL BANCORP /OH/ [ FFBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/10/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/07/2026		F		3,326(1)	D	$27.25	74,962(2)	D
Common Stock								100	I	UTMA Custodian for Daughter

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Incorrect number of shares reported on Form 4. Correct number of shares is 3,466.

2. Balance reduced to reflect difference between 3,466 and 3,326.

	/s/ Maria Hinkel, POA	03/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)