UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2026
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its
charter)
| Ohio |
|
001-34762 |
|
31-1042001 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
| 255 East Fifth Street, Suite 900, Cincinnati, Ohio |
|
45202 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (877) 322-9530
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
x Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Title of each class |
|
Trading symbol |
|
Name of exchange on which registered |
| Common stock, No par value |
|
FFBC |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement
Overview
On July 21, 2026, First Financial Bancorp., an Ohio corporation (the
“Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Finward Bancorp, an Indiana
corporation (“Seller” or “Finward”). The Merger Agreement provides that, upon the terms and subject to the conditions
set forth therein, Seller would merge with and into the Company (the “Merger”), with the Company continuing as the surviving
corporation in the Merger. Seller’s wholly owned banking subsidiary, Peoples Bank, an Indiana state-chartered bank (“Seller
Bank”), is expected to merge with and into the Company’s wholly-owned banking subsidiary, First Financial Bank, an Ohio state-chartered
bank (“First Financial Bank”) (the “Bank Merger”), with First Financial Bank continuing as the surviving bank
in the Bank Merger.
The Merger Agreement has been unanimously approved by the boards of
directors of the Company and Seller. The Merger is expected to close in the fourth quarter of 2026, subject to satisfaction of customary
closing conditions, certain of which are described below, including regulatory approvals and approval of Seller’s shareholders.
Merger Consideration
Upon
the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”),
each share of common stock, no par value, of Seller, issued and outstanding immediately prior to the Effective Time, will be
converted into the right to receive 1.35 shares of common stock, no par value, of the Company (the “Company Common Stock”).
Representations and Warranties;
Covenants; Indemnification
The
Merger Agreement contains customary representations and warranties from the Company and Seller, and each party has agreed to customary
covenants, including, among others, relating to (a) the conduct of its business during the interim period between the execution of
the Merger Agreement and the Effective Time, (b) maintenance of its business organization, employees and advantageous business relationships
and (c) taking no actions that would reasonably be expected to materially adversely affect or materially delay or impair the ability
to obtain any necessary regulatory or other approvals required to consummate the Merger on a timely basis. Seller has also agreed to call
a meeting of its shareholders to approve the Merger.
Under
the Merger Agreement, each of the Company and Seller has agreed to use its reasonable best efforts to obtain, as promptly as practicable,
all consents required to be obtained from any governmental authority or other third party that are necessary or advisable to consummate
the transactions contemplated by the Merger Agreement (including the Merger and the Bank Merger). Notwithstanding such general obligation
to obtain such consents of governmental authorities, neither the Company nor Seller is required or permitted to take any action that would
reasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving
effect to the Merger and the Bank Merger (a “Materially Burdensome Regulatory Condition”).
The Company has agreed to indemnify and hold harmless each present
and former director of Seller and its subsidiaries, including Seller Bank, for liabilities resulting from such person’s role as
a director or officer of Seller and its subsidiaries, including Seller Bank. The Company will maintain directors’ and officers’
liability insurance for such directors and officers for a period of six years after the Effective Time; provided that the Company shall
not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by
Seller for such insurance.
Closing Conditions
The completion of the Merger is subject
to customary conditions, including (a) approval of the Merger by Seller’s shareholders,
(b) authorization for listing on the NASDAQ Stock Market LLC of the shares of the Company Common Stock to be issued in connection
with the Merger, subject to official notice of issuance, (c) effectiveness of the Registration Statement on Form S-4 for the
Company Common Stock to be issued in the Merger, (d) the receipt of specified governmental consents and approvals that are necessary
to consummate the transactions contemplated by the Merger Agreement, including from the Board of Governors of the Federal Reserve System
and the Ohio Department of Commerce, Division of Financial Institutions, and termination or expiration of all applicable waiting periods
in respect thereof, in each case without the imposition of a Materially Burdensome Regulatory Condition and (e) the absence of any
order, injunction, decree or other legal restraint preventing the consummation of the Merger or the Bank Merger or making the completion
of the Merger or the Bank Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary
conditions, including (x) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (y) performance
in all material respects by the other party of its obligations under the Merger Agreement and (z) receipt by such party of an opinion
from counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended.
Termination;
Termination Fee
The Merger Agreement is terminable at any time prior to closing by
mutual consent of the Company and Seller and in the following limited circumstances: (a) by either the Company or Seller, if the Merger
is not consummated within one year from the date of the Merger Agreement, (b) by either the Company or Seller if any court or governmental
authority takes any final and nonappealable action enjoining, prohibiting or making illegal any of the transactions contemplated by the
Merger Agreement, (c) by either the Company or Seller if any governmental authority required to approve the transactions contemplated
by the Merger Agreement has denied such approval and such denial has become final and nonappealable, (d) by the Company if there is an
uncured (within 45 days of written notice) material breach by Seller that would result in the failure of a closing condition; provided,
that the Company is not in material breach of any representation, warranty, obligation, covenant or other agreement under the Merger Agreement,
(e) by Seller if there is an uncured (within 45 days of written notice) material breach by the Company that would result in the failure
of a closing condition; provided, that Seller is not in material breach of any representation, warranty, obligation, covenant or other
agreement under the Merger Agreement, (f) by the Company, before approval of the Merger by Seller’s
shareholders, if Seller or Seller’s board of directors (i) (A) withholds, withdraws, qualifies or modifies in a manner adverse
to Company the recommendation that the Merger be approved, (B) fails to make the recommendation in Seller’s proxy statement, (C)
adopts, approves, recommends or endorses an acquisition proposal (or publicly announces its intention to do so) or (D) fails to publicly
and without qualification (1) recommend against any acquisition proposal or (2) reaffirm its recommendation to approve the Merger, in
each case within ten business days (or fewer number of days if less than ten business days prior to the shareholder vote) after an acquisition
proposal is made public or any request by the Company to do so, (ii) materially breaches its obligations to seek shareholder approval
or (iii) materially violates the restrictions in the Merger Agreement forbidding certain acquisition proposals or (g) by Seller, before
approval of the Merger by Seller’s shareholders, in order to enter into a definitive agreement providing a bona fide written proposal
with respect to (i) any acquisition or purchase, direct or indirect, of 50% or more of the consolidated assets of Seller and Seller subsidiaries
or 50% or more of any class of equity or voting securities of Seller or Seller’s subsidiaries, whose assets constitute 50% or more
of the consolidated assets of Seller, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would
result in such third party beneficially owning 50% or more of any class of equity or voting securities of Seller or Seller’s subsidiaries
whose assets, individually or in the aggregate, constitute 50% or more of the consolidated assets of Seller or (iii) a merger, consolidation,
share exchange, business combination reorganization, recapitalization, liquidation, dissolution or other similar transaction involving
Seller or Seller’s subsidiaries whose assets, individually or in the aggregate, constitute 50% or more of the consolidated assets
of Seller, that Seller’s board of directors has determined, in good faith (after consultation with its outside counsel and outside
financial advisors), is more favorable from a financial point of view to Seller’s shareholders than the Merger and the other transactions
contemplated by the Merger Agreement; provided, that Seller has complied in all material respects with certain provisions of the Merger
Agreement.
The
Merger Agreement provides that a termination fee of $9.0 million will be payable by Seller to the Company following termination of the
Merger Agreement under certain circumstances.
Important Statements Regarding
the Merger Agreement
The
foregoing description of the Merger Agreement and the transactions contemplated therein does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form
8-K and incorporated herein by reference.
The
representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and
were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between Seller and
the Company instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state
of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition,
such representations and warranties (a) will not survive consummation of the Merger and (b) were made only as of the date of the Merger
Agreement or such other dates as are specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the
parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information
regarding the terms of the Merger Agreement and not to provide investors with any factual information regarding Seller or the Company,
their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read
in conjunction with the other information regarding Seller, the Company, their respective affiliates or their respective businesses, the
Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that
will include a proxy statement of Seller and a prospectus of the Company, as well as in the Forms 10-K, Forms 10-Q and other filings that
each of Seller and the Company makes with the Securities and Exchange Commission (the “SEC”).
Item 2.02 Results
of Operation and Financial Condition.
On
July 21, 2026, the Company issued its earnings press release that included its results of operations and financial condition for the first
six months and second quarter of 2026 (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1.
The
Company also provided electronic presentation slides that will be used in connection with the earnings conference call. A copy of
the electronic presentation slides is attached hereto as Exhibit 99.2 and will be available on the Company's website, www.bankatfirst.com.
Item 7.01 Regulation
FD Disclosure.
On
July 21, 2026, the Company issued its Press Release which included an announcement of the execution of the Merger Agreement. Additionally,
the investor presentation attached as Exhibit 99.2 incudes supplemental information regarding the Merger, and the executive officers of
the Company intend to use the materials filed herewith, in whole or in part, in one or more meetings with investors and analysts.
The Company does not intend for Item 2.02, Item 7.01, Exhibit 99.1
or Exhibit 99.2 to be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated
by reference into its filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
No. | |
Description |
| 2.1* | |
Agreement and Plan of Merger by and between First Financial Bancorp. and Finward Bancorp, dated as of July 21, 2026 |
| 99.1 | |
First Financial Bancorp. Press Release announcing earnings and execution of the Merger Agreement dated July 21, 2026 |
| 99.2 | |
Investor Presentation Materials, dated July 21, 2026 |
| 104 | |
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
*Schedules to the Merger
Agreement have been omitted. A copy of any omitted schedule will be furnished supplementally to the SEC upon its request.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements in this current report constitute “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated
thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited
to, (a) statements regarding the Company’s operations, such as (i) our future operating or financial performance, including revenues,
income or loss and earnings per share, (ii) future common stock dividends, (iii) our capital structure, including future capital levels,
(iv) our plans, objectives and strategies, and (v) the assumptions that underlie our forward-looking statements; and (b) statements regarding
the proposed transaction, such as (i) statements regarding the outlook and expectations of the Company and Finward, respectively, with
respect to the proposed transaction, (ii) the strategic benefits and financial benefits of the proposed transaction, including the expected
impact of the proposed transactions on the combined company’s future financial performance (including anticipated accretion to earnings
per share, the tangible book value earn-back period and other operating and return metrics), (iii) the timing of the closing of the proposed
transaction, and (iv) the ability to successfully integrate the combined businesses. Such statements are often characterized by the use
of qualifying words (and their derivatives) such as “may,” “will,” “anticipate,” “could,”
“should,” “would,” “believe,” “contemplate,” “expect,” “estimate,”
“continue,” “plan,” “project” and “intend,” as well as words of similar meaning or other
statements concerning opinions or judgment of the Company or Finward or their respective management about future events. Forward-looking
statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult
to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from
anticipated results expressed or implied by such forward-looking statements. Any reference to forward-looking statements by Finward herein
is solely related to the proposed transaction. Such risks, uncertainties and assumptions include, among others, the following:
Risks, uncertainties and assumptions regarding the Company’s
operations
| · | economic, market, liquidity, credit, interest rate, operational
and technological risks associated with the Company’s business; |
| · | future credit quality and performance, including our expectations
regarding future loan losses and our allowance for credit losses; |
| · | the effect of and changes in policies and laws or regulatory agencies, including the Dodd-Frank Wall Street Reform and Consumer Protection
Act and other legislation and regulation relating to the banking industry; |
| · | management’s ability to effectively execute its business
plans; |
| · | pursuit of mergers and acquisitions, including costs or difficulties
related to the acquisition and/or integration of any acquired companies; |
| · | the possibility that any of the anticipated benefits of the
Company’s prior or contemplated acquisitions will not be realized or will not be realized within the expected time period; |
| · | the effect of changes in accounting policies and practices; |
| · | changes in consumer spending, borrowing and saving and changes
in unemployment; |
| · | changes in customers’ performance and creditworthiness; |
| · | the costs and effects of litigation and of unexpected or adverse
outcomes in such litigation; |
| · | current and future economic and market conditions, including
the effects of changes in housing prices, fluctuations in unemployment rates, U.S. fiscal debt, budget and tax matters, geopolitical
matters, trade and tariff policies, and any slowdown in global economic growth; |
| · | our capital and liquidity requirements (including under regulatory
capital standards, such as the Basel III capital standards) and our ability to generate capital internally or raise capital on favorable
terms; |
| · | financial services reform and other current, pending or future
legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation
and regulation relating to bank products and services; |
| · | the effect of the current interest rate environment or changes
in interest rates or in the level or composition of our assets or liabilities on our net interest income, net interest margin and our
mortgage originations, mortgage servicing rights and mortgage loans held for sale; |
| · | the effect of a fall in stock market prices on our brokerage,
asset and wealth management businesses; |
| · | a failure in or breach of our operational or security systems
or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber attacks; |
| · | the effect of changes in the level of checking or savings account
deposits on our funding costs and net interest margin; and |
| · | our ability to develop and execute effective business plans
and strategies. |
Risks, uncertainties and assumptions regarding the proposed transaction
| · | the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate
the merger agreement; |
| · | the failure to obtain necessary regulatory approvals (and the
risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected
benefits of the proposed transaction) and the possibility that the proposed transaction does not close when expected or at all because
required regulatory approvals, the approval by Finward’s shareholders, or other approvals and the other conditions to closing are
not received or satisfied on a timely basis or at all; |
| · | the outcome of any legal proceedings that may be instituted
against the Company or Finward; |
| · | the possibility that the anticipated benefits of the proposed
transaction, including anticipated synergies and strategic gains, are not realized when expected or at all, including as a result of
changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and
regulations and their enforcement, and the degree of competition in the geographic and business areas in which the Company and Finward
operate; |
| · | the possibility that the integration of the two companies
may be more difficult, time-consuming or costly than expected; |
| · | the impact of purchase accounting with respect to the proposed
transaction, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value
and credit marks; |
| · | the possibility that the proposed transaction may be more
expensive or take longer to complete than anticipated, including as a result of unexpected factors or events; |
| · | the diversion of management’s attention from ongoing
business operations and opportunities; |
| · | potential adverse reactions of the Company’s or Finward’s
customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed
transaction; |
| · | a material adverse change in the financial condition of the
Company or Finward; |
| · | changes in the Company’s share price before closing; |
| · | risks relating to the potential dilutive effect of shares
of the Company’s common stock to be issued in the proposed transaction; |
| · | general competitive, economic, political and market conditions; |
| · | the ability to retain key employees, management personnel
and other associates of the Company and Finward following announcement or consummation of the proposed transaction; |
| · | major catastrophes such as earthquakes, floods or other natural
or human disasters, including infectious disease outbreaks; and |
| · | other factors that may affect future results of the Company
or Finward, including, among others, changes in asset quality and credit risk; the inability to sustain revenue and earnings growth;
changes in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent
and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board, the Ohio Division
of Financial Institutions, the Indiana Department of Financial Institutions, and any other state or federal legislative and regulatory
actions and reforms. |
These factors are not necessarily all of the factors that could cause
the Company, Finward, or the combined company’s actual results, performance or achievements to differ materially from those expressed
in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the
results of the Company, Finward, or the combined company.
Although each of the Company and Finward believes that its expectations
with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business
and operations, there can be no assurance that actual results of the Company or Finward (as related to the proposed transaction) will
not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that
could cause results to differ materially from those described above can be found in each of the Company’s and Finward’s most
recent annual report on Form 10-K for the fiscal year ended December 31, 2025, quarterly reports on Form 10-Q, and other documents subsequently
filed by the Company and Finward with the Securities Exchange Commission (“SEC”). The actual results anticipated for the proposed
transaction or the Company’s operations may not be realized or, even if substantially realized, they may not have the expected consequences
to or effects on the Company, Finward or each of their respective businesses or operations. Investors are cautioned not to rely too heavily
on any such forward-looking statements. The Company and Finward urge you to consider all of these risks, uncertainties and other factors
carefully in evaluating all such forward-looking statements made by the Company and Finward. Forward-looking statements speak only as
of the date they are made, and the Company and Finward undertake no obligation to update or clarify these forward-looking statements,
whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
No Offer or Solicitation
This current report does
not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval with
respect to the proposed transaction between the Company and Finward. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction.
Important Additional
Information about the Transaction and Where to Find It
In connection with the
proposed transaction, the Company intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”)
to register the shares of the Company common stock to be issued in connection with the proposed transaction. The Registration Statement
will include a proxy statement of Finward and a prospectus of the Company (the “Proxy Statement/Prospectus”), and the Company
and Finward may file with the SEC other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
TRANSACTION IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FINWARD AND THE PROPOSED TRANSACTION
AND RELATED MATTERS.
A copy of the Registration
Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company and Finward, may be obtained,
free of charge, at the SEC’s website (www.sec.gov) when they are filed. Copies of documents filed with the SEC by the Company will
be made available free of charge in the “Investor Relations” section of the Company’s website, https://www.bankatfirst.com/about/investor-relations.html.
Copies of documents filed with the SEC by Finward will be made available free of charge in the “Investor Relations” section
of Finward’s website, https://investorrelations.ibankpeoples.com/. The information on the Company’s and Finward’s
websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with
the SEC.
Participants in Solicitation
Seller
and its directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect
of the Merger. Information concerning Seller’s participants is set forth in the Proxy Statement, dated April 3, 2026, for Seller’s
2026 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the participants in the solicitation
of proxies in respect of the proposed transaction and interests of participants of Seller in the solicitation of proxies in respect of
the Merger will be included in the Registration Statement and Proxy Statement/Prospectus to be filed with the SEC. Free copies of these
documents, when available, may be obtained as described in the preceding paragraph.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
FIRST FINANCIAL BANCORP.
| |
By: |
/s/ James M. Anderson |
| |
|
James M. Anderson |
| |
|
Executive Vice President and Chief Financial Officer |
| |
|
| Date: July 21, 2026 |
|
