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  4. [8-K] FIRST FINANCIAL CORP /IN/ Reports Material Event

First Financial names Paul Nungester as new CFO

First Financial Corp. details CFO Rodger McHargue’s planned retirement and appoints Paul Nungester under a multi-year employment agreement with defined pay and non-compete terms.

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Form Type
8-K

Rhea-AI Filing Summary

FIRST FINANCIAL CORP (THFF) announced an orderly Chief Financial Officer transition. Long-serving CFO and Secretary/Treasurer Rodger A. McHargue notified the company on September 15, 2026 of his decision to retire effective December 31, 2026. The Board of Directors has appointed Paul D. Nungester, Jr., age 52, to succeed him as Secretary/Treasurer and CFO effective January 1, 2027.

Nungester joined the company on August 10, 2026 as Senior Vice President and Director of Finance and previously served as CFO of Premier Financial Corporation. Under a new employment agreement effective September 1, 2026, he will receive a base salary of $375,000 per year, with eligibility for executive bonuses and benefits, for a term running through June 30, 2028 with possible one-year extensions. The agreement includes confidentiality, non-solicitation, and non-compete covenants that restrict competition within a 75-mile radius of Terre Haute, Indiana, reduced to 50 miles if he is terminated without just cause or resigns for good reason.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Retirement effective date December 31, 2026 Planned retirement date for CFO Rodger A. McHargue
New CFO effective date January 1, 2027 Date Paul D. Nungester becomes Secretary/Treasurer and CFO
Base salary $375,000 per year Annual base salary for Paul D. Nungester under employment agreement
Employment term end June 30, 2028 End of initial term of Nungester’s employment agreement
Non-compete radius standard 75 miles Geographic scope of non-compete around Terre Haute, Indiana
Non-compete radius if terminated without cause or for good reason 50 miles Reduced radius when separated without just cause or for good reason
Incoming CFO age 52 years Age of Paul D. Nungester at time of appointment
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure A copy of the Corporation’s press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
non-compete regulatory
"includes confidentiality and non-solicitation provisions, as well as non-compete provisions"
A non-compete is a contract clause that prevents an employee, executive, or seller from working for or starting a rival business for a set time and area after leaving a company. It matters to investors because it protects the value of intellectual property, customer relationships and key personnel—like putting a temporary fence around a company’s customers and know‑how—while also creating legal and operational constraints that can affect talent mobility and deal attractiveness.
non-solicitation regulatory
"includes confidentiality and non-solicitation provisions, as well as non-compete"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
good reason regulatory
"provided such radius shall be 50 miles in the event of employee’s separation from service is by the Corporation without just cause or by the employee for good reason"
forward-looking statements regulatory
"This press release contains certain statements that may constitute “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What CFO leadership change did FIRST FINANCIAL CORP (THFF) announce?
FIRST FINANCIAL CORP announced that Rodger A. McHargue, Chief Financial Officer and Secretary/Treasurer, will retire effective December 31, 2026, and that Paul D. Nungester, Jr. will become Secretary/Treasurer and Chief Financial Officer effective January 1, 2027.

When does the new CFO’s employment agreement at THFF begin and end?
Paul D. Nungester’s employment agreement is effective as of September 1, 2026 and runs through June 30, 2028. The agreement may be extended for additional one-year periods by First Financial Corporation or its bank subsidiary.

What is the base salary for the new CFO of FIRST FINANCIAL CORP (THFF)?
Under his employment agreement, Paul D. Nungester receives an annual base salary of $375,000. The agreement allows this salary to be increased, or in certain circumstances decreased, from time to time as determined by First Financial Corporation or First Financial Bank.

What restrictive covenants apply to the new THFF CFO under his agreement?
Paul D. Nungester’s agreement includes confidentiality, non-solicitation, and non-compete provisions. The non-compete restricts him from competing within a 75-mile radius of Terre Haute, Indiana, or 50 miles if he is terminated without just cause or resigns for good reason.

What experience does the incoming THFF CFO bring to First Financial Corporation?
Paul D. Nungester joined First Financial on August 10, 2026 as Senior Vice President and Director of Finance. He previously served as Executive Vice President and Chief Financial Officer of Premier Financial Corporation from 2018 to 2025 and held finance and accounting leadership roles at Inveniam Capital Partners, Inc.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): September 15, 2026

 

 

FIRST FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

         
Indiana   0-16759   35-1546989

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

One First Financial Plaza, Terre Haute, IN 47807

(Address of Principal Executive Offices, and Zip Code)

 

(812) 238-6000

Registrant’s Telephone Number, Including Area Code

 

               Not Applicable               

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth Corporation as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

 

Emerging growth Corporation ¨

 

If an emerging growth Corporation, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Retirement of Named Executive Officer

 

On September 15, 2026, Secretary/Treasurer and Chief Financial Officer, Rodger A. McHargue, provided notice to First Financial Corporation (the “Corporation”) of his decision to retire effective December 31, 2026.

 

Appointment of Chief Financial Officer

 

On September 15, 2026, the Board of Directors of the Corporation appointed Paul D. Nungester, Jr., age 52, to succeed Mr. McHargue as Secretary/Treasurer and Chief Financial Officer, to be effective January 1, 2027.

 

Mr. Nungester joined the Corporation on August 10, 2026 and currently serves as Senior Vice President and Director of Finance. Prior to his role at the Corporation, Mr. Nungester served as the Director of Finance and Accounting for Inveniam Capital Partners, Inc. from 2025 until March 2026, where Mr. Nungester oversaw all accounting, tax, audit, and compliance functions. Prior to this role, Mr. Nungester served as Executive Vice President and Chief Financial Officer of Premier Financial Corporation from 2018 to 2025, where he oversaw Premier Financial Corporation’s finance, treasury, and accounting operations.

 

Mr. Nungester received a Bachelor of Science in Business Administration and Accounting from John Carroll University and a Master of Business Administration from the University of Toledo.

 

On September 15, 2026, the Corporation and its wholly-owned subsidiary, First Financial Bank, National Association (the “Bank”), entered into a new employment agreement (the “Agreement”) with Mr. Nungester. The Agreement is effective as of September 1, 2026. Under the terms of the Agreement, the Corporation or the Bank, as applicable, have agreed to employ Mr. Nungester for a term starting as of the effective date and ending June 30, 2028. Mr. Nungester’s term of employment under the Agreement may be extended for additional one-year periods.

 

Mr. Nungester receives an annual base salary at the rate of $375,000 per annum, which may be increased, or under certain conditions decreased, from time to time as determined by the Corporation or the Bank, as applicable, and will participate in bonus opportunities provided to executive officers and other senior management of the Corporation as well as fringe benefit plans and benefits available to senior management or to employees of the Corporation generally.

 

The Agreement contains terms governing payments Mr. Nungester would be entitled to receive in the event his employment is terminated, as follows:

 

·If Mr. Nungester’s employment terminates due to death, “disability” or for “just cause” (as such terms are defined in the Agreement), or if Mr. Nungester voluntarily terminates his employment, then Mr. Nungester will be entitled to receive the base salary, bonuses, vested rights, and other benefits due to him through the date of termination. Any benefits payable under insurance, health, retirement, bonus or other plans as a result of his participation in such plans through such date will be paid when and as due under those plans.

 

 

 

 

·If Mr. Nungester’s employment is terminated without just cause or if he terminates his employment for good reason, and such termination does not occur within 12 months after a change in control (as such terms are defined in the Agreement), then Mr. Nungester will be entitled to receive an amount equal to the sum of his base salary and bonuses through the end of the then-current term of the Agreement. Mr. Nungester would also receive cash reimbursements in an amount equal to the cost of obtaining all employee and other benefits that he would have otherwise been eligible to participate in or receive through the term of the Agreement.

 

·If, as a result of a “change in control” (as such term is defined in the Agreement), Mr. Nungester is entitled to receive an amount that is the product of 2.0 times the sum of (i) his base salary in effect as of the date of the change in control; (ii) an amount equal to the bonuses received by or payable to him in or for the calendar year prior to the year in which the change in control occurs: and (iii) cash reimbursements in an amount equal to his cost of obtaining for a period of two years, beginning on the date of termination, all benefits which he was eligible to participate in or receive.

 

·If, as a result of change in control, Mr. Nungester becomes entitled to any payments that are determined to be payments subject to excise taxes under Internal Revenue Code Sections 280G and 4999, then his severance benefit will be equal to the greater of (i) his benefit under the Agreement reduced to the maximum amount payable such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment” under Internal Revenue Code Section 280G, or (ii) his benefit under the Agreement without reduction, if such benefit results in a greater net after-tax amount after taking into account any excise taxes imposed under Internal Revenue Code Section 280G due to the benefit payment.

 

The Agreement also includes confidentiality and non-solicitation provisions, as well as non-compete provisions that prohibit Mr. Nungester, during his employment and for a period of one year following his termination, from directly or indirectly competing against the Corporation or the Bank, as applicable, within a 75-mile radius of Terre Haute, Indiana, provided such radius shall be 50 miles in the event of employee’s separation from service is by the Corporation without just cause or by the employee for good reason. The foregoing description is a summary only and is qualified in its entirety by the full text of the Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

 

There are no other arrangements or understandings between Mr. Nungester and any other persons pursuant to which he was appointed as Chief Financial Officer of the Corporation. There are no family relationships between Mr. Nungester and any director or executive officer of the Corporation, and Mr. Nungester does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure

 

A copy of the Corporation’s press release announcing the retirement of Mr. McHargue and the appointment of Mr. Nungester as Chief Financial Officer is attached as Exhibit 99.1 and incorporated herein by reference.

 

 

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.   Exhibit Description
10.1   Employment Agreement between Paul D. Nungester, First Financial Corporation, and First Financial Bank, N.A., dated September 15, 2026
99.1   Press Release issued by First Financial Corporation, dated September 17, 2026
104   Cover page interactive data file (embedded with the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  FIRST FINANCIAL CORPORATION
   
Date: September 17, 2026 By: /s/ Rodger A. McHargue
  Name: Rodger A. McHargue
  Title: Secretary/Treasurer and Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

SEPTEMBER 17, 2026

 

FIRST FINANCIAL CORPORATION ANNOUNCES CHIEF FINANCIAL OFFICER RETIREMENT AND APPOINTMENT OF SUCCESSOR

 

TERRE HAUTE, IN – First Financial Corporation (NASDAQ: THFF) (“First Financial”), the holding company for First Financial Bank, N.A., today announced that its Board of Directors has been notified by Rodger A. McHargue, Chief Financial Officer, of his decision to retire, effective December 31, 2026. The Board of Directors has accepted his retirement and appointed Paul D. Nungester to succeed him as Chief Financial Officer, effective January 1, 2027.

 

Mr. McHargue has served as Chief Financial Officer since 2010 and has provided steady leadership that was instrumental in executing First Financial’s strategic initiatives and strengthening its financial position. Mr. McHargue’s retirement marks the culmination of a successful tenure during which First Financial achieved meaningful growth, strengthened its financial foundation, and successfully pursued opportunities in new and existing markets.

 

“On behalf of the management team and Board of Directors, I would like to thank Rodger for his contributions to First Financial,” said Norman D. Lowery, First Financial’s President and Chief Executive Officer. “We are grateful for his dedication and commitment and wish him all the best in retirement.”

 

“I am proud of what our team has accomplished during my tenure,” said Mr. McHargue. “It has been a pleasure to serve our shareholders, customers, and employees, and I believe First Financial is well-positioned to build on the progress we have made.”

 

First Financial also announced the appointment of Paul D. Nungester as Chief Financial Officer. Mr. Nungester currently serves as Senior Vice President and Director of Finance and brings nearly 30 years of financial and leadership experience to the role.

 

“We are pleased to welcome Paul Nungester into the role of CFO,” said Mr. Lowery. “He brings valuable experience and perspective to the position, and we look forward to his contributions as we continue to execute our strategy.”

 

“This is an exciting opportunity, and I look forward to contributing to the execution of our strategy and working with the team on the opportunities ahead,” said Mr. Nungester. “I want to thank Rodger for his years of leadership to this institution. I am very fortunate to inherit a strong organization, and I look forward to building on its accomplishments.”

 

 

 

 

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.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains certain statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding First Financial Corporation’s (“First Financial”) expectations, plans, strategies, future growth, opportunities and prospects. Forward-looking statements are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “will,” “may,” “could,” “should,” “continue,” “future,” and similar expressions, although not all forward-looking statements contain these words. These statements are based on First Financial’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among other things, those described in First Financial’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. First Financial undertakes no obligation to update or revise any forward-looking statements, except as may be required by law.

 

 

 

Source: View Original Filing on SEC EDGAR

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