FFBC (FFBC) General Counsel reports 3,326-share tax-withholding disposition

Rhea-AI Filing Summary

FIRST FINANCIAL BANCORP (FFBC) General Counsel & CAO Karen B. Woods reported a tax-related share disposition tied to equity compensation. On 2026-03-07, 3,326 shares of common stock were withheld at $27.25 per share to cover tax obligations from the payout of 2023 restricted performance shares at 114.4% of target. After this non‑market, tax-withholding disposition, Woods directly holds 75,102 common shares and has an additional 100 shares held indirectly as UTMA custodian for her daughter.

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

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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 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)

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

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

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	03/07/2026		F		3,326	D	$27.25	75,102(1)	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. Reflects payout at 114.4% for the 2023 restricted performance shares.

	/s/ Maria Hinkel, POA	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did FFBC executive Karen B. Woods report in this Form 4 filing?

Karen B. Woods reported a tax-withholding disposition of 3,326 FFBC common shares. The shares were delivered to cover taxes due on a payout of 2023 restricted performance shares, rather than sold in an open market transaction.

Was the FFBC Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were used to satisfy tax liabilities arising from equity compensation, a common, mechanistic event that does not reflect a discretionary trading decision.

How many FFBC shares does Karen B. Woods hold after this Form 4 event?

After the reported transaction, Woods directly holds 75,102 FFBC common shares. She also has 100 additional shares reported as indirectly owned in a custodial capacity as UTMA custodian for her daughter, according to the filing details.

What triggered the tax-withholding disposition for FFBC’s Karen B. Woods?

The disposition relates to the payout of 2023 restricted performance shares at 114.4% of target. To cover associated tax liabilities, 3,326 FFBC common shares were delivered, as described in the transaction code F and footnote in the Form 4.

How is the indirect ownership reported for FFBC shares in this Form 4?

The Form 4 lists 100 FFBC common shares as indirectly owned by Woods as “UTMA Custodian for Daughter.” This indicates she holds those shares in a custodial capacity for her daughter, rather than as additional direct personal holdings.

Does this FFBC Form 4 indicate multiple types of transactions?

Yes, it shows one tax-withholding disposition of 3,326 shares and one holding entry. The holding entry reflects 100 shares reported as indirectly owned, without an associated buy or sell code, providing updated ownership information rather than a new trade.