First Financial (NASDAQ: THFF) plans cash-and-stock buy of First Illinois
Rhea-AI Filing Summary
FIRST FINANCIAL CORP (THFF) signed a definitive Agreement and Plan of Merger to acquire First Illinois Corporation in a stock/cash transaction valued at approximately $111.3 million, based on THFF’s $79.07 share price on August 26, 2026. First Illinois will merge into First Financial, followed by a bank merger of Hickory Point Bank and Trust into First Financial Bank, N.A.
Each First Illinois share will be converted into either 0.5727 THFF shares or $44.35 in cash, with an expected overall mix of 70% stock and 30% cash; the implied per‑share value is $45.00. Based on this mix, First Illinois shareholders are expected to own about 8% of the combined company. The Merger Consideration can be reduced dollar‑for‑dollar if First Illinois’ adjusted consolidated shareholders’ equity is below $82,437,826 at closing, subject to specified exclusions.
Hickory Point Bank contributes roughly $717 million in assets, helping take the combined company to about $6.9 billion in assets, $4.9 billion in loans and $5.5 billion in deposits. First Illinois must pay a $4.4 million termination fee in certain circumstances. The boards of both companies unanimously approved the deal, which is targeted to close in the fourth quarter of 2026, subject to shareholder and regulatory approvals. This 8‑K/A also corrects an administrative error by marking the Rule 425 checkbox to reflect that the communication relates to the merger.
Positive
- $111.3 million stock/cash acquisition of First Illinois expands THFF’s Illinois footprint and adds Hickory Point Bank’s $717 million asset base, taking the combined company to about $6.9 billion in assets, which materially increases scale and geographic reach.
- Transaction structure provides balanced consideration for First Illinois shareholders, with an implied $45.00 per‑share value and an expected 70% stock / 30% cash mix, allowing participation in the combined company while realizing cash liquidity.
Negative
- None.
Filing Explained
Each First Illinois director signed a voting agreement committing to vote shares for the merger and related proposals; the transaction still requires First Illinois shareholder and regulatory approvals before its expected fourth-quarter 2026 closing.
8-K Event Classification
Key Figures
Key Terms
Merger Consideration financial
termination fee financial
non-solicitation provisions regulatory
registration statement on Form S-4 regulatory
proxy statement/prospectus regulatory
Rule 425 regulatory
FAQ
What merger did FIRST FINANCIAL CORP (THFF) announce?
How much is THFF paying for First Illinois in this merger?
How will the THFF–First Illinois merger affect the combined company’s size?
When is the THFF and First Illinois merger expected to close?
Can the merger consideration in the THFF deal be adjusted?
Is there a termination fee in the THFF–First Illinois merger agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number:
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( | ||
(Registrant's telephone number, including area code) | ||
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
EXPLANATORY NOTE
Item 1.01 Entry into a Material Definitive Agreement.
On August 26, 2026, First Financial Corporation, Terre Haute, Indiana (“FFC” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Illinois Corporation, Decatur, Illinois (“First Illinois”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, First Illinois will merge with and into the Company, with the Company as the surviving corporation (the “Merger”). Immediately after the effective time of the Merger (the “Effective Time”) or simultaneously therewith, the Company intends to merge Hickory Point Bank and Trust, the indirect wholly owned subsidiary of First Illinois, with and into First Financial Bank, National Association, a wholly owned subsidiary of the Company, with First Financial Bank, National Association as the surviving institution (the “Bank Merger”).
The Merger Agreement was approved unanimously by the Board of Directors of the Company and First Illinois. The Merger is expected to be completed in the fourth calendar quarter of 2026, subject to customary closing conditions discussed below. A copy of the Merger Agreement is included as Exhibit 2.1 to this Current Report on Form 8-K. A summary of the material terms of the Merger Agreement follows.
Under the terms of the Merger Agreement, subject to the allocation and election procedures set forth therein, each outstanding share of First Illinois common stock will be converted into the right to receive either 0.5727 shares of FFC common stock or $44.35 in cash, with 70% of First Illinois common stock to be exchanged for FFC common stock and 30% to be exchanged for cash, in each case subject to the terms of the Merger Agreement. Cash will be paid in lieu of fractional shares. The stock or cash consideration, as applicable, is referred to as the “Merger Consideration.”
The Merger Consideration is subject to a potential downward adjustment based on First Illinois’ adjusted consolidated shareholders’ equity as of the close of business on the closing date. If such adjusted shareholders’ equity is less than $82,437,826, the Merger Consideration will be reduced on a dollar-for-dollar basis by the amount of the shortfall, subject to certain specified exclusions for transaction-related expenses, benefit-plan costs, changes in accumulated other comprehensive income relating to available-for-sale securities and other items specified in the Merger Agreement.
At the Effective Time, (i) each outstanding option to purchase shares of First Illinois common stock will be canceled in exchange for a cash payment equal to the product of (A) the excess, if any, of $44.35 over the exercise price per share, multiplied by (B) the number of shares subject to the option (net of applicable withholding); (ii) each restricted stock award in respect of First Illinois common stock that is outstanding and unvested immediately prior to the Effective Time shall automatically vest in full, and the underlying shares shall be treated as outstanding First Illinois common stock entitled to the Merger Consideration; and (iii) each outstanding stock appreciation right shall be canceled in exchange for a cash payment pursuant to the terms of the applicable award agreement and plan.
Based on FFC’s closing price of $79.07 per share as of August 26, 2026, the Merger Consideration represents an aggregate transaction value of approximately $111.3 million. Upon consummation of the Merger, First Illinois’ shareholders are expected to own approximately 8% of the combined company.
The Merger Agreement contains customary representations and warranties from both the Company and First Illinois, as well as customary covenants, including, among others: (1) conduct-of-business restrictions during the period between signing and closing; (2) First Illinois’ obligation to call a special meeting of its shareholders to approve the Merger Agreement and, subject to certain exceptions, to recommend that its shareholders vote in favor of the proposal; and (3) non-solicitation provisions limiting First Illinois from seeking or engaging in alternative acquisition proposals.
Completion of the Merger is subject to customary conditions, including approval by First Illinois’ shareholders and the receipt of required regulatory approvals. Each director of First Illinois has executed a voting agreement to vote his shares of First Illinois common stock in favor of the Merger Agreement.
The Merger Agreement provides certain termination rights for both FFC and First Illinois and specifies that First Illinois will be required to pay a termination fee of $4.4 million under certain circumstances, as described in the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full 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 Merger Agreement should be read in conjunction with the other information about the Company and First Illinois, their respective affiliates and businesses, that will be contained in or incorporated by reference into the Registration Statement on Form S-4, which will include a proxy statement of First Illinois and a prospectus of the Company, as well as in other filings the Company makes with the Securities and Exchange Commission (“SEC”).
The inclusion of the Merger Agreement as an exhibit is intended to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, First Illinois, or their respective subsidiaries or affiliates. The representations, warranties, and covenants in the Merger Agreement were made only as of specific dates, solely for the benefit of the parties, and may be subject to limitations, materiality standards, or confidential disclosures agreed to by the parties. Investors should not rely on these provisions as characterizations of the actual condition of the Company, First Illinois, or any of their subsidiaries or affiliates. Information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, and such subsequent information may or may not be reflected in the Company’s public disclosures.
Item 7.01 Regulation FD Disclosure
On August 27, 2026, the Company and First Illinois issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, the Company has prepared an investor presentation regarding the transactions contemplated by the Merger Agreement, which is expected to be used in connection with presentations to analysts and investors. A copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
First Illinois has also prepared certain communications regarding the Merger Agreement and the transactions contemplated thereby, including an email to colleagues (employees), a letter to shareholders and an internal FAQ for colleagues (employees). Copies of these communications are attached as Exhibits 99.3, 99.4 and 99.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Current Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Current Report on Form 8-K.
Forward-Looking Statements.
Certain statements contained in this report, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections, and benefits relating to the proposed merger between FFC and First Illinois, which are subject to numerous assumptions, risks and uncertainties. Words such as ‘‘believes,’’ ‘‘anticipates,’’ “may,” “will,” “should,” “likely,” “expected,” “estimated,” ‘‘intends,’’ “future,” “plan,” “goal,” “seek,” “project,” or the negative of these terms and other similar expressions may identify forward-looking statements, but are not the exclusive means of identifying such statements. Please refer to FFC’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties, and factors that could cause actual results to differ from those discussed in the forward-looking statements. FFC intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. Investors and security holders may obtain free copies of FFC’s SEC filings without charge at the SEC’s
website at https://www.sec.gov or under the “Investor Relations” section of FFC’s website at https://investor.first-online.bank.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in reports filed by FFC with the SEC, risks and uncertainties for FFC, First Illinois, and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of First Illinois’ operations with those of FFC and First Financial Bank will be materially delayed or will be more costly or difficult than expected; the inability to close the proposed merger in a timely manner; the inability to complete the proposed merger due to the failure of First Illinois’ stockholders to adopt and approve the merger agreement; diversion of management's attention from ongoing business operations and opportunities; the failure to satisfy other conditions to completion of the proposed merger, including receipt of required regulatory and other approvals; the failure of the proposed merger to close for any other reason; the challenges of integrating and retaining key employees; the effect of the announcement of the proposed merger on FFC’s, First Financial Bank’s, First Illinois’, Hickory Point Bank’s, or the combined company's respective customer and employee relationships, operating results, or market price; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected or unknown factors, events, or liabilities; potential litigation or regulatory action related to the proposed merger; and general competitive, economic, political and market conditions, and fluctuations. All forward-looking statements included in this report are made as of the date hereof and are based on information available at the time of this report. Except as required by law, neither FFC nor First Illinois assumes any obligation to update any forward-looking statement.
Additional information regarding the risks and uncertainties that could affect future results of FFC and First Illinois can be found in FFC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, its Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 2026, and other filings with the SEC, available free of charge on the SEC’s website at www.sec.gov.
Annualized, pro forma, projected, and estimated numbers in this document are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Important Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, FFC will file materials with the SEC, including a registration statement on Form S-4. The registration statement will include a proxy statement of First Illinois that also constitutes a prospectus of FFC, which will be sent to the stockholders of First Illinois. This press release is not a substitute for the proxy statement/prospectus or the registration statement or for any other document that FFC may file with the SEC and send to First Illinois’ stockholders in connection with the proposed transaction. FIRST ILLINOIS’ STOCKHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY FFC WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FFC, FIRST ILLINOIS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND OTHER MATTERS.
When filed, the registration statement and other documents relating to the merger filed by FFC can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing FFC’s website at https://investor.first-online.bank under the “Investor Relations” section. Alternatively, these documents, when available, can be obtained free of charge from FFC upon written request to First Financial Corporation, Attn: Norman D. Lowery, President and CEO, One First Financial Plaza, Terre Haute, Indiana 47807 or by calling 812-238-6185. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus.
Participants in the Solicitation
First Financial, First Illinois and their respective directors, executive officers, and certain other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies from First Illinois’ stockholders in connection with the
proposed merger. Information regarding the directors and executive officers of First Financial is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on March 17, 2026. Information regarding the directors and executive officers of First Illinois and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other materials when they are filed by First Financial with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the section above.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. | Description |
2.1 | Agreement and Plan of Merger by and among First Financial Corporation and First Illinois Corporation, dated as of August 26, 2026* |
99.1 | Press Release dated August 27, 2026, issued by First Financial Corporation |
99.2 | Investor Presentation, dated August 27, 2026 |
99.3 | Email to Colleagues (Employees) dated August 27, 2026 |
99.4 | Letter to Shareholders dated August 27, 2026 |
99.5 | Internal FAQ for Colleagues (Employees) dated August 27, 2026 |
104 | Cover page interactive data file (embedded with the Inline XBRL document) |
* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedules or similar attachments to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
First Financial Corporation | |
Dated August 27, 2026 | |
/s/ Rodger A. McHargue | |
Rodger A. McHargue | |
Secretary/Treasurer and Chief Financial Officer |
Email to Colleagues
Subject: An Important Announcement About Hickory Point Bank’s Future
Dear Colleagues,
Today, we are sharing an important announcement about the future of Hickory Point Bank.
For generations, colleagues have built Hickory Point Bank through personal relationships, steady service, and a genuine commitment to doing what is right. That legacy belongs to all of you and we are truly grateful.
After careful consideration, First Illinois Corporation has entered into a merger agreement with First Financial Corporation, with Hickory Point Bank merging with First Financial Bank, NA. We expect this merger will come together in the fourth quarter of 2026. Attached is a copy of the joint press release, which contains important disclosure information.
This was a thoughtful decision made from a position of strength. It reflects our responsibility to prepare the Bank for a future in which significant investment in technology, security, talent, products, and client capabilities is increasingly necessary to remain competitive and to continue serving our communities well. Nothing about today’s announcement changes our gratitude for what you have contributed or the respect we have for the work you do every day.
We did not approach this decision lightly. Hickory Point Bank has deep roots in Central Illinois, and we understand that our institution is more than a name. It represents long-standing relationships, community involvement, and the trust people have placed in us over many years. Those considerations were central to the decision-making process.
This merger is intended to build on that strong foundation. Founded in 1834, First Financial Bank, NA is one of the nation's longest-established banking institutions, serving communities for nearly two centuries. Today it is recognized as the fifth oldest national bank in the United States. Headquartered in Terre Haute, Indiana, First Financial Bank serves its communities through more than 85 banking centers and approximately $6.1 billion in assets.
When the opportunity to combine with First Financial was presented, it was important to determine whether the two organizations shared a common vision and approach to community banking. Through that process, we found strong alignment in our cultures, values, commitment to local relationships, and dedication to serving our communities.
By combining Hickory Point Bank’s relationships, local knowledge, expertise, and strong Central Illinois market presence with First Financial Bank’s resources and capabilities, we believe the organization will be better positioned to remain relevant, responsive, and strong for generations to come.
We know this news may come as a surprise and may bring a range of questions and emotions. We also understand that broad messages cannot answer every question today. We will share
information as it becomes available and will be direct when an answer is not yet known. In the meantime, please review the accompanying frequently asked questions and speak with your manager if you need additional guidance. Please direct any media inquiries to Karla Miller or me.
Above all, thank you. Your professionalism, care for clients, and commitment to one another have shaped Hickory Point Bank’s history. They will be equally important as we move through this transition together.
With appreciation,
Tony
Important Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, First Financial will file materials with the SEC, including a registration statement on Form S-4. The registration statement will include a proxy statement of First Illinois that also constitutes a prospectus of First Financial, which will be sent to the shareholders of First Illinois. This communication is not a substitute for the proxy statement/prospectus or the registration statement or for any other document that First Financial may file with the SEC and send to First Illinois’ shareholders in connection with the proposed transaction. FIRST ILLINOIS’ SHAREHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY FIRST FINANCIAL WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, FIRST ILLINOIS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND OTHER MATTERS.
When filed, the registration statement and other documents relating to the merger filed by First Financial can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing First Financial’s website at https://investor.first-online.bank under the “Investor Relations” section. Alternatively, these documents, when available, can be obtained free of charge from First Financial upon written request to First Financial Corporation, Attn: Norman D. Lowery, President and CEO, One First Financial Plaza, Terre Haute, Indiana 47807 or by calling 812-238-6185. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus.
Participants in the Solicitation
First Financial, First Illinois and their respective directors, executive officers, and certain other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies from First Illinois’ shareholders in connection with the proposed merger. Information regarding the directors and executive officers of First Financial is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on March 17, 2026. Information regarding the
directors and executive officers of First Illinois and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other materials when they are filed by First Financial with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the section above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities 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. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed merger or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
225 North Water Street
Decatur, IL 62523
P: 217.872.6261
August 27, 2026
Via Electronic Mail & US Mail
Dear Fellow First Illinois Corporation Shareholder:
We are pleased to announce that the Board of Directors of First Illinois Corporation (the “Company”) has approved a definitive agreement for the Company to merge with First Financial Corporation (NASDAQ: THFF) (“First Financial”). First Financial is the parent of First Financial Bank N.A., one of the oldest and most respected community banks in the nation. We believe that this merger represents a mutually beneficial combination and we are excited about the potential of the combined company.
Simultaneously with closing, the Company’s wholly owned subsidiary, Hickory Point Bank and Trust, will merge with First Financial Bank. First Financial Bank, headquartered in Terre Haute, Indiana, has over 85 banking centers in Georgia, Illinois, Indiana, Kentucky and Tennessee and approximately $6.1 billion in assets. Both parties executed the merger agreement on August 26, 2026.
The Company approached this decision with a long-term perspective and an eye to the future. As banking continues to evolve, greater scale provides additional capacity to invest in technology, security, talent, products, and client capabilities. We believe this combination offers a strong path forward by bringing together Hickory Point Bank’s relationships, expertise, and Central Illinois presence with First Financial’s broader resources, capabilities, and scale.
Attached you will find a copy of the joint press release describing the merger and summarizing its key financial terms. We believe that the merger will allow us to serve clients even more effectively, while providing our shareholders with attractive consideration in the form of cash and the liquid, publicly traded stock of First Financial.
Additional information will follow shortly, including detailed information about the terms of the transaction and other important information in a proxy statement/prospectus that will be provided to Company shareholders in connection with the shareholder vote required to approve the transaction. We encourage you to review those materials when they become available as they will contain important information about First Financial and the transaction.
In the meantime, if you have any questions, please contact Tony Nestler, President and CEO, Hickory Point Bank and Trust, at (217) 521-0651.
Thank you for your continued support and investment.
Regards,
Douglas J. SchmalzAnthony G. Nestler
ChairmanPresident
Enclosures
Special Shareholder Communication
Page 2
August 27, 2026
Important Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, First Financial will file materials with the SEC, including a registration statement on Form S-4. The registration statement will include a proxy statement of First Illinois that also constitutes a prospectus of First Financial, which will be sent to the stockholders of First Illinois. This communication is not a substitute for the proxy statement/prospectus or the registration statement or for any other document that First Financial may file with the SEC and send to First Illinois’ stockholders in connection with the proposed transaction. FIRST ILLINOIS’ STOCKHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY FIRST FINANCIAL WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, FIRST ILLINOIS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND OTHER MATTERS.
When filed, the registration statement and other documents relating to the merger filed by First Financial can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing First Financial’s website at https://investor.first-online.bank under the “Investor Relations” section. Alternatively, these documents, when available, can be obtained free of charge from First Financial upon written request to First Financial Corporation, Attn: Norman D. Lowery, President and CEO, One First Financial Plaza, Terre Haute, Indiana 47807 or by calling 812-238-6185. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus.
Participants in the Solicitation
First Financial, First Illinois and their respective directors, executive officers, and certain other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies from First Illinois’ stockholders in connection with the proposed merger. Information regarding the directors and executive officers of First Financial is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on March 17, 2026. Information regarding the directors and executive officers of First Illinois and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other materials when they are filed by First Financial with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the section above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities 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. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed merger or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Special Shareholder Communication
Page 3
August 27, 2026
FIRST FINANCIAL CORPORATION
One First Financial Plaza, Terre Haute, Indiana 47807 (812) 238-6000
First Financial Corporation and First Illinois Corporation
Sign Merger Agreement
Transaction Strengthens First Financial’s Illinois Franchise Through Addition of Hickory Point Bank and Trust
TERRE HAUTE, IN and DECATUR, IL (August 27, 2026) - First Financial Corporation (NASDAQ: THFF) (“First Financial”), the holding company for First Financial Bank, N.A. (“First Financial Bank”), and First Illinois Corporation (“First Illinois”), the holding company for Hickory Point Bank and Trust (“Hickory Point Bank”), jointly announced today the execution of a definitive agreement under which First Illinois will merge with and into First Financial in a stock/cash transaction valued at approximately $111.3 million based on First Financial’s stock price of $79.07 on August 26, 2026. The transaction will complement First Financial’s existing Illinois franchise by adding Hickory Point Bank’s strong community banking presence in Decatur, Springfield and Champaign. The combined company will have approximately $6.9 billion in total assets, $4.9 billion in total loans and $5.5 billion in total deposits.
Hickory Point Bank is a community bank that operates 8 branches in the central Illinois communities of Decatur, Springfield and Champaign. As of June 30, 2026, Hickory Point Bank had approximately $717 million in total assets, $438 million in total loans and $627 million in total deposits.
"We are pleased to expand our footprint in Illinois through the addition of Hickory Point Bank, an exceptional community banking franchise with strong customer relationships across central Illinois," said Norman D. Lowery, First Financial’s President and Chief Executive Officer. "Hickory Point Bank brings an attractive core deposit franchise and strong balance sheet liquidity that will enhance our funding profile and support continued growth."
Anthony G. Nestler, President of First Illinois and President & CEO of Hickory Point Bank, added, “We are pleased to be joining an organization that shares Hickory Point Bank’s commitment to relationship-focused community banking. This combination will provide our customers and employees with access to additional resources and capabilities while delivering meaningful value to our stockholders.”
Special Shareholder Communication
Page 4
August 27, 2026
Under the terms of the merger agreement, First Illinois stockholders will be entitled to elect to receive either the per share stock consideration of 0.5727 shares of First Financial common stock for each share of First Illinois common stock outstanding or the per share cash consideration of $44.35, subject to 70% of First Illinois common stock being exchanged for stock and 30% being exchanged for cash. Based on First Financial’s closing stock price of $79.07 on August 26, 2026, the implied per share purchase price is $45.00 with an aggregate transaction value of approximately $111.3 million.
The transaction has been unanimously approved by each company’s board of directors and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including, but not limited to, receipt of regulatory and First Illinois stockholder approvals.
Directors of First Illinois have entered into voting agreements to vote their shares in favor of the merger and related proposals. For additional information about the proposed merger of First Illinois with and into First Financial, stockholders are encouraged to carefully read the definitive agreement that will be filed with the Securities and Exchange Commission (“SEC”).
Advisors
Raymond James & Associates, Inc. served as financial advisor to First Financial and rendered a fairness opinion to the Board of Directors of First Financial. Piper Sandler & Co. served as financial advisor to First Illinois and rendered a fairness opinion to the Board of Directors of First Illinois.
Amundsen Davis, LLC served as legal counsel to First Financial and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to First Illinois.
Investor Presentation Details
An investor presentation regarding the proposed merger will be filed with the SEC and made available at the SEC's website, www.sec.gov, or by accessing First Financial Corporation’s website at https://www.first-online.bank/ under the “Investor Relations” link and then under the heading “SEC Filings.”
About First Financial Corporation
First Financial Corporation (NASDAQ: THFF) is the holding company for First Financial Bank, N.A. First Financial Bank is the fifth oldest national bank in the United States, operating 87 banking centers in Georgia, Illinois, Indiana, Kentucky and Tennessee. Additional information is available at www.first-online.bank.
About First Illinois Corporation
Special Shareholder Communication
Page 5
August 27, 2026
First Illinois Corporation is the holding company for Hickory Point Bank and Trust. Founded in 1979, Hickory Point Bank serves businesses, institutions, and families throughout central Illinois and beyond, with 8 branch locations in Decatur, Springfield, and Champaign. For more information, visit https://www.hickorypointbank.com/.
Important Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, First Financial will file materials with the SEC, including a registration statement on Form S-4. The registration statement will include a proxy statement of First Illinois that also constitutes a prospectus of First Financial, which will be sent to the stockholders of First Illinois. This press release is not a substitute for the proxy statement/prospectus or the registration statement or for any other document that First Financial may file with the SEC and send to First Illinois’ stockholders in connection with the proposed transaction. FIRST ILLINOIS’ STOCKHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY FIRST FINANCIAL WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, FIRST ILLINOIS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND OTHER MATTERS.
When filed, the registration statement and other documents relating to the merger filed by First Financial can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing First Financial’s website at https://investor.first-online.bank under the “Investor Relations” section. Alternatively, these documents, when available, can be obtained free of charge from First Financial upon written request to First Financial Corporation, Attn: Norman D. Lowery, President and CEO, One First Financial Plaza, Terre Haute, Indiana 47807 or by calling 812-238-6185. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus.
Participants in the Solicitation
First Financial, First Illinois and their respective directors, executive officers, and certain other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies from First Illinois’ stockholders in connection with the proposed merger. Information regarding the directors and executive officers of First Financial is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on March
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17, 2026. Information regarding the directors and executive officers of First Illinois and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other materials when they are filed by First Financial with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the section above.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities 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. This press release is also not a solicitation of any vote in any jurisdiction pursuant to the proposed merger or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements contained in this press release, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections, and benefits relating to the proposed merger between First Financial and First Illinois, which are subject to numerous assumptions, risks and uncertainties. Words such as ‘‘believes,’’ ‘‘anticipates,’’ “may,” “will,” “should,” “likely,” “expected,” “estimated,” ‘‘intends,’’ “future,” “plan,” “goal,” “seek,” “project,” or the negative of these terms and other similar expressions may identify forward-looking statements, but are not the exclusive means of identifying such statements. Please refer to First Financial’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties, and factors that could cause actual results to differ from those discussed in the forward-looking statements. First Financial intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. Investors and security holders may obtain free copies of First Financial’s SEC filings without charge at the SEC’s website at https://www.sec.gov or under the “Investor Relations” section of First Financial’s website at https://investor.first-online.bank.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature,
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are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in reports filed by First Financial with the SEC, risks and uncertainties for First Financial, First Illinois, and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of First Illinois’ operations with those of First Financial and First Financial Bank will be materially delayed or will be more costly or difficult than expected; the inability to close the proposed merger in a timely manner; the inability to complete the proposed merger due to the failure of First Illinois’ stockholders to adopt and approve the merger agreement; diversion of management's attention from ongoing business operations and opportunities; the failure to satisfy other conditions to completion of the proposed merger, including receipt of required regulatory and other approvals; the failure of the proposed merger to close for any other reason; the challenges of integrating and retaining key employees; the effect of the announcement of the proposed merger on First Financial’s, First Financial Bank’s, First Illinois’, Hickory Point Bank’s, or the combined company's respective customer and employee relationships, operating results, or market price; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected or unknown factors, events, or liabilities; potential litigation or regulatory action related to the proposed merger; and general competitive, economic, political and market conditions, and fluctuations. All forward-looking statements included in this press release are made as of the date hereof and are based on information available at the time of the press release. Except as required by law, neither First Financial nor First Illinois assumes any obligation to update any forward-looking statement.
Contacts:
First Financial Corporation
Norman D. Lowery, 812-238-6185
President and CEO
First Illinois Corporation
Anthony G. Nestler, 217-872-6281
President
Internal FAQ for Colleagues
Intended for colleagues and managers. It should not be forwarded externally.
Q: What was announced?
A: First Illinois Corporation announced that it has entered into an agreement with First Financial Bank. The announcement begins a process that is subject to customary approvals, including shareholder and regulatory approval.
Q: Why was this decision made?
A: The decision reflects long-term stewardship. Banking increasingly requires scale to invest in technology, security, talent, products, regulatory capabilities, and the experiences clients expect. Leadership believes this course provides a stronger path to remain relevant and serve future generations.
Q: Was Hickory Point Bank in financial trouble?
A: Quite the opposite. Hickory Point Bank is exceptionally strong. This was a proactive strategic decision made from a position of strength, not a short-term reaction.
Q: Why is scale so important?
A: Scale can provide greater capacity to invest in technology, security, talent, products, and client capabilities. The decision is intended to pair Hickory Point Bank’s relationships and local knowledge with added resources for the future.
Q: Why couldn’t the Bank remain independent?
A: Leadership considered the institution’s long-term needs and the investment required to remain relevant in a changing banking environment. When opportunities to build sufficient scale independently are limited, a well-aligned strategic transaction can be a responsible path forward.
Q: Who made the decision?
A: The decision was made by the boards of directors of First Illinois Corporation and the Bank, following a substantial governance, due diligence and approval process.
Q: Why were colleagues not told earlier?
A: Transactions of this nature involve confidential legal, governance, and regulatory considerations. Information could not be shared broadly before the appropriate steps were completed. That requirement does not lessen the importance of colleagues or their contributions.
Q: When will the transaction be completed?
A: We anticipate a closing in the fourth quarter of 2026. Until the process is complete, colleagues should rely only on official updates.
Q: What happens between announcement and closing?
A: Hickory Point Bank will continue operating and serving clients as it currently does. Teams should continue their normal responsibilities unless they receive specific guidance through official channels. Any transition planning will be communicated to the colleagues involved.
Q: Will I still have a job?
A: In the merger, all Hickory Point Bank employees will become employees of First Financial Bank, NA at closing. Thereafter, individual employment decisions have not been made. Managers should say that plainly and should not speculate or promise outcomes.
Q: Will positions or reporting relationships change?
A: Any confirmed changes will be communicated directly and respectfully to affected colleagues. Until then, current reporting relationships and responsibilities continue unless otherwise communicated.
Q: Will compensation or benefits change?
A: Colleagues should continue using current programs and processes unless Human Resources provides different instructions.
Q: Will our offices or branches close?
A: Any confirmed changes will be communicated directly and respectfully to affected colleagues. Until then, current responsibilities continue unless otherwise communicated.
Q: Will the Hickory Point Bank name change?
A: Yes. At closing, we will become First Financial Bank, NA. Brand and conversion decisions will be shared through official communications when finalized.
Q: Will our systems or technology change?
A: There are no system instructions in this FAQ beyond confirmed information. If changes are planned, colleagues will receive training, timing, and client guidance before action is required.
Q: What should I do differently today?
A: Continue serving clients, following current policies and procedures, and completing your normal responsibilities. Do not change processes or provide unapproved transaction details.
Q: What should I tell clients?
A: Acknowledge that the announcement may be unexpected. Explain that the decision is intended to strengthen future capabilities and that the client’s Hickory Point Bank team remains available. Share only confirmed information and avoid promises about future changes.
Q: What if a client asks whether accounts, cards, checks, or digital banking will change?
A: Use the approved client FAQ. If no action is currently required, say so only if that statement has been confirmed. If you are uncertain, connect the client with your manager rather than speculating.
Q: What if a client wants to move their accounts?
A: Listen without being defensive. Reaffirm the value of the relationship, answer confirmed questions, and involve the client’s relationship manager or your supervisor. Do not pressure the client or dismiss the concern.
Q: What should I do if the media contacts me?
A: Do not comment, do not confirm details, and do not speak off the record. Refer the inquiry to Karla Miller, Director of Client Experience, and notify your supervisor.
Q: May I discuss the announcement on social media?
A: Colleagues should not post confidential, speculative, or unapproved information. Follow the Bank’s social media and confidentiality policies. Direct external audiences to the official announcement.
Q: Can I talk with family or friends?
A: You may acknowledge information that has been publicly released, but you must continue to protect confidential information and should not speculate about colleagues, clients, transaction terms, or future decisions.
Q: How will future updates be shared?
A: Updates will be provided through a Town Hall meeting and emails, including emails from First Financial that includes a landing page. Please rely on those sources rather than rumors or informal messages.
Q: Where can I submit a question?
A: Submit questions through your manager and it will be addressed when confirmed information is available.
Q: What support is available to colleagues?
A: Managers should make space for questions and should refer personal employment or benefits matters to Human Resources.
Q: What if I hear a rumor?
A: Do not repeat or validate it. Check approved communications or submit the question through your supervisor. If the rumor could affect clients, colleagues, or operations, notify your manager.
Q: How should we describe this decision in one sentence?
A: “This is a thoughtful decision intended to pair Hickory Point Bank’s relationships and Central Illinois presence with the scale and capabilities needed to serve clients and communities for the future.”
Q: What remains most important right now?
A: Serving clients carefully, supporting colleagues respectfully, protecting confidential information, and using one consistent, approved message.
Important Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, First Financial will file materials with the SEC, including a registration statement on Form S-4. The registration statement will include a proxy statement of First Illinois that also constitutes a prospectus of First Financial, which will be sent to the shareholders of First Illinois. This communication is not a substitute for the proxy statement/prospectus or the registration statement or for any other document that First Financial may file with the SEC and send to First Illinois’ shareholders in connection with the proposed transaction. FIRST ILLINOIS’ SHAREHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY FIRST FINANCIAL WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, FIRST ILLINOIS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND OTHER MATTERS.
When filed, the registration statement and other documents relating to the merger filed by First Financial can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing First Financial’s website at https://investor.first-online.bank under the “Investor Relations” section. Alternatively, these documents, when available, can be obtained free of charge from First Financial upon written request to First Financial Corporation, Attn: Norman D. Lowery, President and CEO, One First Financial Plaza, Terre Haute, Indiana 47807 or by calling 812-238-6185. The contents of the
website referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus.
Participants in the Solicitation
First Financial, First Illinois and their respective directors, executive officers, and certain other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies from First Illinois’ shareholders in connection with the proposed merger. Information regarding the directors and executive officers of First Financial is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on March 17, 2026. Information regarding the directors and executive officers of First Illinois and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other materials when they are filed by First Financial with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the section above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities 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. This communication is also not a solicitation of any vote in any jurisdiction pursuant to the proposed merger or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Exhibit 99.2
| 1 A u g u s t 27, 2026 First Financial Corporation Announcing the acquisition of First Illinois Corporation |
| 2 Legal Disclosure Forward-looking Statements Certain statements contained in this presentation, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections, and benefits relating to the proposed merger between First Financial Corporation (“First Financial” or “THFF”) and First Illinois Corporation (“First Illinois”) and its wholly owned subsidiary, Hickory Point Bank and Trust (“Hickory Point”), which are subject to numerous assumptions, risks and uncertainties. Words such as ‘‘believes,’’ ‘‘anticipates,’’ “may,” “will,” “should,” “likely,” “expected,” “estimated,” ‘‘intends,’’ “future,” “plan,” “goal,” “seek,” “project,” or the negative of these terms and other similar expressions may identify forward-looking statements, but are not the exclusive means of identifying such statements. Please refer to First Financial’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as their other filings with the Securities and Exchange Commission (“SEC”), for a more detailed discussion of risks, uncertainties, and factors that could cause actual results to differ from those discussed in the forward-looking statements. First Financial intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. Investors and security holders may obtain free copies of First Financial’s SEC filings without charge at the SEC’s website at https://www.sec.gov or under the “Investor Relations” section of First Financial’s website at https://investor.first-online.bank. Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in reports filed by First Financial with the SEC, risks and uncertainties for First Financial, First Illinois, and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of First Illinois’ operations with those of First Financial will be materially delayed or will be more costly or difficult than expected; the inability to close the proposed merger in a timely manner; the inability to complete the proposed merger due to the failure of First Illinois’ stockholders to adopt the merger agreement; diversion of management's attention from ongoing business operations and opportunities; the failure to satisfy other conditions to completion of the proposed merger, including receipt of required regulatory and other approvals; the failure of the proposed merger to close for any other reason; the challenges of integrating and retaining key employees; the effect of the announcement of the proposed merger on First Financial’s, First Illinois’, or the combined company's respective customer relationships, operating results, or market price; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected or unknown factors, events, or liabilities; potential litigation or regulatory action related to the proposed merger; and general competitive, economic, political and market conditions, and fluctuations. All forward-looking statements included in this presentation are made as of the date hereof and are based on information available at the time of the presentation. Except as required by law, neither First Financial nor First Illinois assumes any obligation to update any forward-looking statement. Important Additional Information About the Merger and Where to Find It In connection with the proposed transaction, First Financial will file materials with the SEC, including a registration statement on Form S-4. The registration statement will include a proxy statement of First Illinois that also constitutes a prospectus of First Financial, which will be sent to the stockholders of First Illinois. This press release is not a substitute for the proxy statement/prospectus or the registration statement or for any other document that First Financial may file with the SEC and send to First Illinois’ stockholders in connection with the proposed transaction. FIRST ILLINOIS’ STOCKHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY FIRST FINANCIAL WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, FIRST ILLINOIS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND OTHER MATTERS. When filed, the registration statement and other documents relating to the merger filed by First Financial can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing First Financial’s website at https://investor.first-online.bank under the “Investor Relations” section. Alternatively, these documents, when available, can be obtained free of charge from First Financial upon written request to First Financial Corporation, Attn: Norman D. Lowery, President and CEO, One First Financial Plaza, Terre Haute, Indiana, 47807 or by calling 812-238-6185. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus. Participants in the Solicitation First Financial, First Illinois and their respective directors, executive officers, and certain other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies from First Illinois’ stockholders in connection with the proposed merger. Information regarding the directors and executive officers of First Financial is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on March 17, 2026. Information regarding the directors and executive officers of First Illinois and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other materials when they are filed by First Financial with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the section above. No Offer or Solicitation This presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities 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. This presentation is also not a solicitation of any vote in any jurisdiction pursuant to the proposed merger or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. |
| 3 Springfield Decatur Champaign-Urbana (1) Based on combined June 30, 2026 financials and excludes purchase accounting impacts (2) Estimated tangible common equity at closing inclusive of purchase accounting impacts and one-time merger charges Source: S&P Capital IQ Pro; Company provided documents Pro Forma Franchise THFF (87) Hickory Point (8) Combined Branch Footprint Pro Forma Entity(1) Transaction Impact $6.9B Assets $4.9B Gross Loans $5.5B Deposits $625MM Tangible Common Equity at Close(2) 95 Branches ~7% ’28 EPS Accr. 3.2% TBV Dilution at Close 2.3 Years TBV Dilution Earnback 1.52% ’28E Pro Forma ROAA 12.9% CET1 Ratio at Close Central IL Franchise IL IN KY TN GA THFF (14) Hickory Point (8) Pro Forma Franchise |
| 4 Hickory Point Bank and Trust Overview Note: Financial data as of June 30, 2026; market overview data as of June 30, 2025 per the FDIC’s summary of deposits Source: S&P Capital IQ Pro − Owned by Archer-Daniels-Midland Company (“ADM”) from 1986 through 2011 − Local business leaders and bank executives formed First Illinois in 2011 and purchased the bank from ADM − Currently operates 8 branch locations in Central Illinois located in the Decatur, Champaign-Urbana, and Springfield MSAs − Low cost of deposits (1.27% MRQ) with ample balance sheet liquidity (70% loan-to-deposit ratio) − Stable, consistent earnings profile − Well capitalized with an 11.0% leverage ratio and 17.3% total risk-based capital ratio at the bank level − Conservative credit culture 1979 Bank founded 8 Branches 100+ Employees Franchise Overview Financial Highlights as of June 30, 2026 Total Assets $717MM Gross Loans $438MM Deposits $624MM TCE $82.4MM LTM Net Income $8.5MM LTM ROAA 1.18% Loans / Deposits 70% MRQ Cost of Deposits 1.27% Market Deposit Deposits '26 '26 Median '26 - '31 Proj. Change Rank Mkt Share in Mkt Pop. HH Income Pop. HH Income MSA (#) (%) ($000) (#) ($) (%) (%) Decatur, IL 2 21.3% $492,858 99,871 $62,644 (2.4%) 10.0% Champaign-Urbana, IL 2 1 0.9 75,224 244,864 67,854 2.8 4.7 Springfield, IL 1 9 0.8 68,742 205,469 80,249 (0.9) 9.1 Total - - $636,824 550,204 - - - MSA Weighted Average - - - - $65,160 (1.6%) 9.3% Market Overview |
| 5 Non-interest Bearing 20.1% IB, MMDA & Savings 63.4% Retail CDs 6.9% Jumbo CDs 9.6% Non-interest Bearing 22.4% IB, MMDA & Savings 58.1% Retail CDs 7.8% Jumbo CDs 11.7% Non-interest Bearing 20.4% IB, MMDA & Savings 62.8% Retail CDs 7.0% Jumbo CDs 9.9% Pro Forma Loan & Deposit Composition Note: Bank-level loan and deposit data as of June 30, 2026 Source: S&P Capital IQ Pro 1-4 Family 14.4% CRE & Multi-family 36.3% C&D Home 7.3% Equity 3.1% C&I 14.3% Farm & Ag. 5.4% Consumer & Other 19.1% First Financial Corporation 1-4 Family 13.2% CRE & Multi-family 71.7% C&D 3.6% Home Equity 2.1% C&I 4.0% Farm & Ag. 2.5% Consumer & Other 2.9% Hickory Point Bank and Trust 1-4 Family 14.3% CRE & Multi-family 39.5% C&D Home 7.0% Equity 3.0% C&I 13.4% Farm & Ag. 5.2% Consumer & Other 17.6% Pro Forma Franchise Loan Composition Deposit Composition Yield on Loans: 6.77% Yield on Loans: 5.95% Yield on Loans: 6.70% Cost of Deposits: 1.46% Cost of Deposits: 1.27% Cost of Deposits: 1.44% |
| 6 Transaction Highlights FINANCIALLY ATTRACTIVE • ~8% ownership for First Illinois shareholders • ~7% fully-phased EPS accretion • TBV earnback of 2.3 years • Short duration balance sheet leads to limited purchase accounting impact • 20%+ IRR ENHANCED FRANCHISE • Acquisition complements existing Illinois footprint with entry into Decatur and Springfield • Adds experienced local management and lending teams • Bolsters pro forma liquidity and improves an already low-cost deposit base LOW RISK • Shared values and credit cultures • Comprehensive due diligence process • Experienced acquirer with a proven ability to integrate transactions |
| 7 Transaction Summary (1) Transaction value and valuation multiples are based on THFF’s closing share price of $79.07 as of August 26, 2026 and June 30, 2026 financial data (2) Based on 2,424,590 First Illinois shares outstanding, inclusive of 5,629 restricted stock awards, and 166,840 First Illinois stock options with a weighted average strike price of $31.02 (3) Core deposits exclude certificates of deposit greater than $100,000 per call report data (4) Pay-to-trade defined as the transaction TBV multiple divided by THFF’s standalone TBV multiple ∙ First Financial Corporation (NASDAQ: THFF) ∙ Headquarters: Terre Haute, IN ∙ Bank Name: First Financial Bank, National Association ∙ Bank Established: 1834 ∙ First Illinois Corporation ∙ Headquarters: Decatur, IL ∙ Bank Name: Hickory Point Bank and Trust ∙ Bank Established: 1979 ∙ 70% stock consideration / 30% cash election ∙ Fixed exchange ratio of 0.5727x ∙ Cash consideration per share of $44.35 ∙ Pro Forma Ownership: 92% THFF | 8% First Illinois ∙ $111.3MM in aggregate⁽²⁾ ∙ $45.00 implied transaction value per share ∙ 135% of tangible book value ∙ 13.0x LTM earnings ∙ 7.4x 2028E earnings + fully phased-in cost savings ∙ 5.3% premium on core deposits⁽³⁾ ∙ Pay-to-trade ratio of 80%⁽⁴⁾ Expected Closing ∙ Q4 2026 Transaction Value⁽¹⁾ Valuation Multiples⁽¹⁾ Buyer Seller Transaction Structure |
| 8 Transaction Impact ∙ Anticipated cost savings of 34% of First Illinois' noninterest expense base ∙ 75% phased-in during 2027, 100% thereafter ∙ $10.8 million in estimated pre-tax transaction expenses, fully realized in pro forma tangible book estimate at closing ∙ Loan credit mark of 1.39% of gross loans at closing, or $6.1 million ∙ Interest rate mark on loans of 2.32% estimated gross loans at closing, or $10.1 million, amortized over 3.0 years using the SL method ∙ $2.4 million mark on First Illinois' HTM securities portfolio at close, amortized over 2.1 years using the SL method ∙ Core deposit intangible of 3.00%, amortized over a 10-year period using the SYD method ∙ Additional fair value marks on fixed assets, AOCI, time deposits and FHLB borrowings ∙ Estimated accretion of ~6% in 2027 ∙ Estimated accretion of ~7% in 2028 ∙ TBV dilution of 3.2% at closing ∙ TBV earnback of 2.3 years ∙ 9.1% tangible common equity / tangible assets ∙ 12.9% common equity tier 1 ratio ∙ 13.8% total risk-based capital ratio ∙ 10.4% tier 1 leverage ratio Pro Forma Capital at Closing Key Assumptions EPS Accretion TBV Impact |
| 9 $3.0B $4.0B $4.6B $5.2B $5.0B $4.9B $5.6B $5.8B +$0.7B 2018 2019 2020 2021 2022 2023 2024 2025 2026 YTD Total Assets ($B) Track Record of Successful Acquisitions Note: Financial data as of June 30, 2026; completion date shown for past acquisitions Source: S&P Capital IQ Pro Acquisition HopFed Bancorp, Inc. July 2019 $934MM Assets Acquisition Hancock Bancorp, Inc. November 2021 $334MM Assets Acquisition Simply Bank July 2024 $683MM Assets Acquisition Hickory Point Bank and Trust Anticipated closing Q4 2026 $717MM Assets $6.9B Acquisition CedarStone Financial, Inc. March 2026 $369MM Assets |
| 10 |
FIRST FINANCIAL CORPORATION
One First Financial Plaza, Terre Haute, Indiana 47807 (812) 238-6000
First Financial Corporation and First Illinois Corporation
Sign Merger Agreement
Transaction Strengthens First Financial’s Illinois Franchise Through Addition of Hickory Point Bank and Trust
TERRE HAUTE, IN and DECATUR, IL (August 27, 2026) - First Financial Corporation (NASDAQ: THFF) (“First Financial”), the holding company for First Financial Bank, N.A. (“First Financial Bank”), and First Illinois Corporation (“First Illinois”), the holding company for Hickory Point Bank and Trust (“Hickory Point Bank”), jointly announced today the execution of a definitive agreement under which First Illinois will merge with and into First Financial in a stock/cash transaction valued at approximately $111.3 million based on First Financial’s stock price of $79.07 on August 26, 2026. The transaction will complement First Financial’s existing Illinois franchise by adding Hickory Point Bank’s strong community banking presence in Decatur, Springfield and Champaign. The combined company will have approximately $6.9 billion in total assets, $4.9 billion in total loans and $5.5 billion in total deposits.
Hickory Point Bank is a community bank that operates 8 branches in the central Illinois communities of Decatur, Springfield and Champaign. As of June 30, 2026, Hickory Point Bank had approximately $717 million in total assets, $438 million in total loans and $627 million in total deposits.
"We are pleased to expand our footprint in Illinois through the addition of Hickory Point Bank, an exceptional community banking franchise with strong customer relationships across central Illinois," said Norman D. Lowery, First Financial’s President and Chief Executive Officer. "Hickory Point Bank brings an attractive core deposit franchise and strong balance sheet liquidity that will enhance our funding profile and support continued growth."
Anthony G. Nestler, President of First Illinois and President & CEO of Hickory Point Bank, added, “We are pleased to be joining an organization that shares Hickory Point Bank’s commitment to relationship-focused community banking. This combination will provide our customers and employees with access to additional resources and capabilities while delivering meaningful value to our stockholders.”
Under the terms of the merger agreement, First Illinois stockholders will be entitled to elect to receive either the per share stock consideration of 0.5727 shares of First Financial common stock for each share of First Illinois common stock outstanding or the per share cash consideration of $44.35, subject to 70% of First Illinois common stock being exchanged for stock and 30% being exchanged for cash. Based on First Financial’s closing stock price of $79.07 on August 26, 2026, the implied per share purchase price is $45.00 with an aggregate transaction value of approximately $111.3 million.
The transaction has been unanimously approved by each company’s board of directors and is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including, but not limited to, receipt of regulatory and First Illinois stockholder approvals.
Directors of First Illinois have entered into voting agreements to vote their shares in favor of the merger and related proposals. For additional information about the proposed merger of First Illinois with and into First Financial, stockholders are encouraged to carefully read the definitive agreement that will be filed with the Securities and Exchange Commission (“SEC”).
Advisors
Raymond James & Associates, Inc. served as financial advisor to First Financial and rendered a fairness opinion to the Board of Directors of First Financial. Piper Sandler & Co. served as financial advisor to First Illinois and rendered a fairness opinion to the Board of Directors of First Illinois.
Amundsen Davis, LLC served as legal counsel to First Financial and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel to First Illinois.
Investor Presentation Details
An investor presentation regarding the proposed merger will be filed with the SEC and made available at the SEC's website, www.sec.gov, or by accessing First Financial Corporation’s website at https://www.first-online.bank/ under the “Investor Relations” link and then under the heading “SEC Filings.”
About First Financial Corporation
First Financial Corporation (NASDAQ: THFF) is the holding company for First Financial Bank, N.A. First Financial Bank is the fifth oldest national bank in the United States, operating 87 banking centers in Georgia, Illinois, Indiana, Kentucky and Tennessee. Additional information is available at www.first-online.bank.
About First Illinois Corporation
First Illinois Corporation is the holding company for Hickory Point Bank and Trust. Founded in 1979, Hickory Point Bank serves businesses, institutions, and families throughout central Illinois and beyond, with 8 branch locations in Decatur, Springfield, and Champaign. For more information, visit https://www.hickorypointbank.com/.
Important Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, First Financial will file materials with the SEC, including a registration statement on Form S-4. The registration statement will include a proxy statement of First Illinois that also constitutes a prospectus of First Financial, which will be sent to the stockholders of First Illinois. This press release is not a substitute for the proxy statement/prospectus or the registration statement or for any other document that First Financial may file with the SEC and send to First Illinois’ stockholders in connection with the proposed transaction. FIRST ILLINOIS’ STOCKHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY FIRST FINANCIAL WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, FIRST ILLINOIS, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND OTHER MATTERS.
When filed, the registration statement and other documents relating to the merger filed by First Financial can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing First Financial’s website at https://investor.first-online.bank under the “Investor Relations” section. Alternatively, these documents, when available, can be obtained free of charge from First Financial upon written request to First Financial Corporation, Attn: Norman D. Lowery, President and CEO, One First Financial Plaza, Terre Haute, Indiana 47807 or by calling 812-238-6185. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus.
Participants in the Solicitation
First Financial, First Illinois and their respective directors, executive officers, and certain other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies from First Illinois’ stockholders in connection with the proposed merger. Information regarding the directors and executive officers of First Financial is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on March 17, 2026. Information regarding the directors and executive officers of First Illinois and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other materials when they are filed by First Financial with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the section above.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities nor shall there be any sale of securities 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. This press release is also not a solicitation of any vote in any jurisdiction pursuant to the proposed merger or otherwise. No offer of securities or solicitation will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements contained in this press release, which are not statements of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections, and benefits relating to the proposed merger between First Financial and First Illinois, which are subject to numerous assumptions, risks and uncertainties. Words such as ‘‘believes,’’ ‘‘anticipates,’’ “may,” “will,” “should,” “likely,” “expected,” “estimated,” ‘‘intends,’’ “future,” “plan,” “goal,” “seek,” “project,” or the negative of these terms and other similar expressions may identify forward-looking statements, but are not the exclusive means of identifying such statements. Please refer to First Financial’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties, and factors that could cause actual results to differ from those discussed in the forward-looking statements. First Financial intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, except as may be required by applicable law. Investors and security holders may obtain free copies of First Financial’s SEC filings without charge at the SEC’s website at https://www.sec.gov or under the “Investor Relations” section of First Financial’s website at https://investor.first-online.bank.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in reports filed by First Financial with the SEC, risks and uncertainties for First Financial, First Illinois, and the combined company include, but are not limited to: the possibility that any of the anticipated benefits of the proposed merger will not be realized or will not be realized within the expected time period; the risk that integration of First Illinois’ operations with those of First Financial and First Financial Bank will be materially delayed or will be more costly or difficult than expected; the inability to close the proposed merger in a timely manner; the inability to complete the proposed merger due to the failure of First Illinois’ stockholders to adopt and approve the merger agreement; diversion of management's attention from ongoing business operations and opportunities; the failure to satisfy other conditions to completion of the proposed merger, including receipt of required regulatory and other approvals; the failure of the proposed merger to close for any other reason; the challenges of integrating and retaining key employees; the effect of the announcement of the proposed merger on First Financial’s, First Financial Bank’s, First Illinois’, Hickory Point Bank’s, or the combined company's respective customer and employee relationships, operating results, or market price; the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected or unknown factors, events, or liabilities; potential litigation or regulatory action related to the proposed merger; and general competitive, economic, political and market conditions, and fluctuations. All forward-looking statements included in this press release are made as of the date hereof and are based on information available at the time of the press release. Except as required by law, neither First Financial nor First Illinois assumes any obligation to update any forward-looking statement.
Contacts:
First Financial Corporation
Norman D. Lowery, 812-238-6185
President and CEO
First Illinois Corporation
Anthony G. Nestler, 217-872-6281
President