First Financial (NASDAQ: THFF) completes $25M cash acquisition of CedarStone

Rhea-AI Filing Summary

First Financial Corporation completed its acquisition of CedarStone Financial, Inc. and its subsidiary CedarStone Bank on March 1, 2026. CedarStone merged into First Financial, and immediately afterward CedarStone Bank merged into First Financial Bank, which remains the surviving bank.

At the effective time of the merger, First Financial paid $19.12 in cash per share for each share of CedarStone common stock. The transaction’s aggregate value was approximately $25.0 million, expanding First Financial’s banking footprint through the addition of CedarStone’s operations.

Insights

Bank M&A and regional banking analyst

First Financial closes a $25M cash acquisition of CedarStone.

First Financial Corporation has finalized the purchase of CedarStone Financial for approximately $25.0 million, paying $19.12 in cash for each CedarStone share. CedarStone and its bank subsidiary were merged into First Financial and First Financial Bank, respectively.

This is an all-cash deal, so existing First Financial shareholders are not diluted by new share issuance. The structure suggests a focus on integrating CedarStone’s customer base and branch network into First Financial’s existing operations through its national bank subsidiary.

The merger was executed under a previously signed agreement dated November 6, 2025. Future company filings may detail how CedarStone’s assets, deposits, and loans contribute to First Financial’s financial performance after the effective date of the transaction.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) March 1, 2026

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FIRST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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Commission File Number: 0-16759

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Indiana		35-1546989
(State or other jurisdiction		(I.R.S. Employer
incorporation or organization)		Identification No.)
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One First Financial Plaza, Terre Haute, IN		47807
(Address of principal executive office)		(Zip Code)
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(812)  238-6000		​
(Registrant's telephone number, including area code)

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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:

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☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​	Trading Symbol	​	Name of each exchange on which registered
Common Stock, par value $0.125 per share	​	THFF	​	The NASDAQ Stock Market LLC

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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).

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Emerging growth company ☐

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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. ☐

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Item 2.01. Completion of Acquisition or Disposition of Assets.
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On March 1, 2026, First Financial Corporation, an Indiana corporation (“First Financial”) and First Financial Bank, National Association, a national banking association and wholly-owned subsidiary of FFC (“First Financial Bank”) completed their previously announced acquisition of CedarStone Financial, Inc., a Tennessee corporation (“CedarStone”), and CedarStone Bank, a wholly owned subsidiary of CedarStone (“CedarStone Bank”) pursuant to the Agreement and Plan of Merger by and among First Finacial Corporation, CS Subsidiary, Inc., and CedarStone Financial, Inc., dated as of November 6, 2025 (the “Merger Agreement”). On the terms and subject to the conditions set forth in the Merger Agreement, CedarStone merged with and into First Financial (the “Merger”). Immediately following the Merger, CedarStone Bank merged with and into First Financial Bank, with First Financial Bank as the surviving entity (the “Bank Merger”).

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Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), First Financial paid $19.12 per share in cash for each share of CedarStone’s common stock outstanding. The aggregate value of the transaction was approximately $25.0 million.

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The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which was filed as Exhibit 2.1 to First Financial’s Current Report on Form 8-K filed on November 6, 2025 and is incorporated by reference.

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Item 9.01. Financial Statements and Exhibits

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(d) Exhibits Exhibit No.	​ Description
2.1*	Agreement and Plan of Merger by and among First Financial Corporation, CS Subsidiary, Inc., and CedarStone Financial, Inc., dated as of November 6, 2025.
104	Cover page interactive data file (embedded with the Inline XBRL document)

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SIGNATURES

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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.

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​	First Financial Corporation
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Dated March 2, 2026	​
​	/s/ Rodger A. McHargue
​	Rodger A. McHargue
​	Secretary/Treasurer and Chief Financial Officer

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FAQ

What transaction did First Financial Corporation (THFF) complete with CedarStone?

First Financial Corporation completed its acquisition of CedarStone Financial, Inc. and CedarStone Bank. CedarStone merged into First Financial, and CedarStone Bank merged into First Financial Bank, making First Financial Bank the surviving banking entity and adding CedarStone’s operations to the group.

How much did First Financial (THFF) pay for CedarStone shares in the merger?

First Financial paid $19.12 in cash for each share of CedarStone’s common stock. This per-share price was set in the merger agreement and applied to all outstanding CedarStone shares at the effective time of the merger transaction.

What was the total value of First Financial’s acquisition of CedarStone?

The aggregate value of the CedarStone transaction was approximately $25.0 million. This figure reflects the total cash consideration paid by First Financial for all outstanding CedarStone common shares at $19.12 per share under the agreed merger terms.

When did First Financial’s merger with CedarStone become effective?

The merger became effective on March 1, 2026. On that date, CedarStone merged into First Financial, followed immediately by the merger of CedarStone Bank into First Financial Bank, with First Financial Bank continuing as the surviving banking institution.

What happened to CedarStone Bank after the First Financial transaction?

Immediately after the corporate merger, CedarStone Bank merged with and into First Financial Bank. First Financial Bank is the surviving bank, meaning CedarStone Bank’s operations, accounts and relationships are now part of First Financial Bank’s overall banking platform.

Where can investors find the full merger agreement between First Financial and CedarStone?

The complete Agreement and Plan of Merger was filed as Exhibit 2.1 to a prior First Financial report. That exhibit, dated November 6, 2025, is incorporated by reference and provides detailed legal and financial terms governing the CedarStone acquisition.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.7 KB