First Financial Bancorp (FFBC) withholds shares to cover insider tax

Rhea-AI Filing Summary

First Financial Bancorp Chief Credit Officer William R. Harrod reported a routine tax-withholding disposition of company stock tied to equity compensation. On the transaction date, 2,225 shares of common stock were withheld at $27.25 per share to satisfy tax obligations on the payout of 2023 restricted performance shares, which vested at 114.4%. Following this non-market transaction, Harrod directly holds 66,978 shares of First Financial Bancorp common stock.

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^*

Harrod William R

(Last) (First) (Middle)

255 E 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)
	Chief Credit Officer

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		2,225	D	$27.25	66,978(1)	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:

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.
* 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 did First Financial Bancorp (FFBC) disclose in this Form 4 for William R. Harrod?

First Financial Bancorp reported that Chief Credit Officer William R. Harrod had 2,225 common shares withheld to cover tax obligations. The shares were valued at $27.25 each and relate to the vesting and payout of 2023 restricted performance shares at 114.4%.

Was the First Financial Bancorp Form 4 transaction a market sale of FFBC shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy tax liabilities arising from the payout of 2023 restricted performance shares, which vested at 114.4% of target.

How many First Financial Bancorp shares were involved in the tax withholding for FFBC’s officer?

The transaction involved 2,225 shares of First Financial Bancorp common stock. These shares were withheld at a reported value of $27.25 per share to cover tax obligations associated with the 2023 restricted performance share payout.

How many First Financial Bancorp (FFBC) shares does William R. Harrod hold after this Form 4 event?

After the tax-withholding disposition, Chief Credit Officer William R. Harrod directly holds 66,978 shares of First Financial Bancorp common stock. This filing reflects only the change from shares withheld for taxes, not from any open-market buying or selling.

What is the significance of the 114.4% payout mentioned in the First Financial Bancorp Form 4?

The 114.4% payout indicates that Harrod’s 2023 restricted performance shares vested above target. The Form 4 notes that the reported tax-withholding disposition reflects the payout at 114.4%, which triggered the need to withhold 2,225 shares to satisfy related tax liabilities.

Does this First Financial Bancorp insider filing indicate a change in ownership strategy by the officer?

The filing reflects a routine tax withholding related to equity compensation vesting, not a discretionary market trade. Harrod continues to hold 66,978 shares, suggesting this event is administrative rather than a shift in his ownership stance.