FFBC (FFBC) CFO logs 6,728-share tax-withholding disposition, retains large stake

Rhea-AI Filing Summary

FIRST FINANCIAL BANCORP /OH/ Chief Financial Officer James M. Anderson reported routine share dispositions related to tax withholding, not open-market selling. On March 7, 2026, a total of 6,728 shares of common stock were withheld at $27.25 per share to cover tax liabilities.

The footnote states this reflects a payout at 114.4% for 2023 restricted performance shares, indicating the transactions are tied to equity compensation. After these entries, he directly held 122,938 shares, with additional indirect holdings of 566 shares as UTMA custodian for his daughter, 828 shares as UTMA custodian for his son, and 20,563.4069 shares through a 401(k).

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^*

ANDERSON JAMES M

(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)
	Chief Financial 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		1,464	D	$27.25	127,124	D
Common Stock	03/07/2026		F		1,275	D	$27.25	125,849	D
Common Stock	03/07/2026		F		3,989	D	$27.25	122,938(1)	D
Common Stock								566	I	As UTMA Custodian for Daughter
Common Stock								828	I	As UTMA Custodian for Son
Common Stock								20,563.4069	I	By 401-K

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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did FFBC CFO James M. Anderson report in this Form 4 filing?

James M. Anderson reported tax-related dispositions of First Financial Bancorp common stock. A total of 6,728 shares were withheld at $27.25 per share to satisfy tax obligations tied to equity compensation, rather than representing open-market sales by the executive.

How many FFBC shares were used for tax withholding in Anderson’s March 2026 transactions?

In the March 7, 2026 transactions, 6,728 shares of First Financial Bancorp common stock were withheld. These were coded as "F" transactions, meaning shares were delivered to cover tax liabilities associated with the vesting or payout of equity-based compensation awards.

Does this FFBC Form 4 show the CFO selling shares on the open market?

The Form 4 does not show open-market sales by the CFO. All three reportable events are coded "F" for tax-withholding dispositions, meaning shares were surrendered to meet tax obligations on compensation, not sold through discretionary market transactions.

What is the significance of the 114.4% payout mentioned in the FFBC Form 4 footnote?

The footnote explains that the transactions reflect a payout at 114.4% for 2023 restricted performance shares. This indicates the performance-based equity award vested above target, and the reported share dispositions are linked to that payout and its associated tax obligations.

How many FFBC shares does the CFO hold directly after these reported transactions?

After the reported tax-withholding dispositions, James M. Anderson directly holds 122,938 shares of First Financial Bancorp common stock. This figure shows his remaining direct ownership position following the compensation-related share deliveries to cover tax liabilities.

What indirect FFBC share holdings are reported for the CFO in this Form 4?

The filing lists several indirect holdings for the CFO. These include 566 shares as UTMA custodian for his daughter, 828 shares as UTMA custodian for his son, and 20,563.4069 shares held through a 401(k) plan, in addition to his direct ownership stake.