[Form 4] First Financial Bancorp Insider Trading Activity

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is marketing an Autocallable Contingent-Coupon Equity-Linked Security maturing 14 July 2027. The unsecured note offers an annualised contingent coupon of ≥12.20% (≈1.0167% per monthly period) but payments are made only when the worst-performing underlying – Energy Select Sector SPDR (XLE), Nasdaq-100 Index (NDX) or Russell 2000 Index (RUT) – closes on a valuation date at or above 70 % of its initial level (coupon barrier).

Early redemption (autocall) can occur on 18 monthly dates beginning 9 Jan 2026 if the worst performer is at or above its initial level, returning US$1,000 + accrued coupon. This feature caps the maximum holding period and may truncate income should markets trend positively.

If the note survives to maturity, investors receive:

• Par (US$1,000) + final coupon if the worst performer is ≥70 % of initial level.
• Principal repayment reduced 1-for-1 with the worst performer’s decline if it is <70 %; loss of up to 100 % of principal is possible.

Key economic terms:

• Issue price: US$1,000; estimated value on pricing date: ≥US$935.
• Underwriting fee: US$4.50 per note; proceeds to issuer: ≈US$995.50.
• No exchange listing; liquidity depends on Citigroup Global Markets Inc.’s discretionary secondary market.
• CUSIP/ISIN: 17333LGJ8 / US17333LGJ89.

Risk highlights include: (1) exposure to the full downside of the worst performer below 70 %, with no participation in any upside of any index, (2) contingent coupons may never be paid, (3) potential early call limits total return, (4) credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., (5) complex tax treatment and possible 30 % withholding for non-U.S. holders, and (6) estimated value below issue price due to fees, hedging and Citi’s internal funding rate.

The structure suits income-seeking investors who are willing to accept equity-market downside, liquidity constraints and issuer credit risk in exchange for above-market coupons. It is inappropriate for those requiring principal protection or simple exposure to index appreciation.

Positive

• High contingent coupon of ≥12.20% p.a. offers income well above conventional Citi senior notes.
• Autocall feature can return capital early, boosting annualised yield if markets remain stable or rise.
• Diversification across three distinct indices (energy sector, large-cap tech-heavy growth, U.S. small caps) may reduce probability all fall simultaneously above 30 %.
• Full Citigroup Inc. guarantee provides investment-grade credit backing.

Negative

• Principal at risk: any worst performer below 70 % at final valuation yields dollar-for-dollar loss; zero minimum redemption.
• Coupons are contingent; investors may receive few or no payments if markets decline or remain volatile.
• No upside participation beyond fixed coupons; investors surrender index growth.
• Liquidity risk: unlisted note relies on Citi’s discretionary secondary market with potential wide bid-offer spreads.
• Estimated value (≥US$935) materially below issue price, reflecting fees and dealer margin.
• Complex tax treatment and potential 30 % withholding for non-U.S. holders introduce after-tax uncertainty.

Insights

Structured Products Analyst

TL;DR Complex note offers ≥12.2% contingent yield but full downside to worst index and early-call risk; neutral overall.

The coupon rate is attractive relative to conventional three-year senior Citi debt (~5–6 %), reflecting embedded options. Investors are effectively short a put on the worst of XLE/NDX/RUT at 70 % strike and short a call at 100 % strike via the autocall. Historical back-testing shows at-least-monthly breaches of a 70 % barrier on one index in ~25 % of rolling periods since 2005; probability of missing ≥1 coupons is therefore meaningful. The fair value discount (≥6.5 %) and US$4.50 sales concession highlight distribution economics. Credit-spread compensation is modest: the product prices only 65 bp over Citi’s straight funding curve, meaning investors are principally paid for equity risk, not credit risk. Given the diversified yet uncorrelated underlyings, correlation skew increases the chance one index underperforms. Overall, risk-adjusted reward is balanced; rating: 0.

Multi-Asset Portfolio Manager

TL;DR Coupons tempting but note embeds short volatility, no upside, poor liquidity—negative risk-return for most portfolios.

This structure monetises investors’ demand for income by selling deep downside protection to Citi. With three indices, the likelihood of a single severe drawdown is high—especially XLE’s commodity sensitivity and RUT’s small-cap cyclicality. Investors forego dividends (~1.3 % blended) and any capital upside while absorbing tail risk. Secondary market depth is limited; fair-value exit could be 5-10 % below model on normal spreads, more in stress. Tax opacity (pre-paid forward, Section 871(m)) adds friction. The product might fit tactical yield strategies willing to underwrite equity volatility, but most diversified mandates can obtain similar yield through high-yield bonds or dividend equities with superior liquidity and upside. I assign impact rating -1.

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^*

Arvia Anne L

(Last) (First) (Middle)

255 E. FIFTH STREET

SUITE 2900

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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

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

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

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	06/30/2025		A		626	A	$24.26	8,933	D

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:

	/s/ Maria Hinkel, POA	07/02/2025
	** 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.

FAQ

What coupon rate do Citigroup’s Autocallable Contingent-Coupon ELNs (symbol C) pay?

If the worst performer is ≥70 % of its initial level on a valuation date, holders receive a ≥1.0167 % monthly coupon (≈12.20 % p.a.).

How can investors in these 424B2 notes lose principal?

At maturity, if the worst-performing underlying is below 70 % of its initial level, repayment is reduced 1-for-1 with the decline, potentially to zero.

When can the securities be called early by Citigroup?

On 18 scheduled dates starting 9 Jan 2026; if the worst performer is ≥100 % of its initial level, the note is redeemed at US$1,000 plus coupon.

Are the ELNs listed on an exchange?

No. Trading depends on Citigroup Global Markets Inc.’s secondary-market bids; liquidity and pricing are not assured.

Why is the estimated value (≥US$935) lower than the US$1,000 issue price?

The difference reflects sales concessions, hedging costs and Citi’s internal funding rate; it represents dealer margin, not investor value.

What is the CUSIP/ISIN for the 2027 Autocallable ELNs?

CUSIP 17333LGJ8; ISIN US17333LGJ89.