CEO Norman Lowery signs new contract at First Financial (THFF) with change-in-control terms

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Form Type

8-K

Rhea-AI Filing Summary

First Financial Corporation entered into a new employment agreement with Norman D. Lowery as President and CEO of the Corporation and First Financial Bank, effective July 1, 2026, with an initial term of 24 months. The agreement provides an annual base salary of $698,987, with eligibility for bonuses and standard executive benefits.

The contract details severance protections if his employment is terminated without just cause or for good reason, including enhanced benefits if such termination occurs within 12 months after a change in control, potentially up to 2.99 times his base salary and prior-year bonus plus benefit reimbursements. It also includes provisions addressing potential excise taxes under Internal Revenue Code Section 280G, delayed payment rules for key employees, and confidentiality, non-solicitation, and non-compete restrictions, with a non-compete radius of up to 75 miles around Terre Haute, Indiana.

8-K Event Classification

2 items: 5.02, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO base salary: $698,987 per year Initial agreement term: 24 months Change-in-control multiple: 2.99 times pay and bonus +5 more

8 metrics

CEO base salary $698,987 per year Annual base salary under new agreement

Initial agreement term 24 months Employment term starting July 1, 2026

Change-in-control multiple 2.99 times pay and bonus Maximum multiple for certain change-in-control terminations

Benefits continuation period 3 years Benefit reimbursement period after qualifying CIC termination

Key employee payment delay 6 months Delay before certain payments if he is a key employee

Non-compete radius (standard) 75 miles Geographic scope around Terre Haute, Indiana

Non-compete radius (no-cause/good reason) 50 miles Reduced radius after certain terminations

Change-in-control severance window 12 months Period after change in control for enhanced protections

Key Terms

change in control, good reason, key employee, Internal Revenue Code Section 280G, +2 more

6 terms

change in control financial

"such termination does not occur within 12 months after a “change in control”"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

good reason financial

"if he terminates his employment for “good reason,” and such termination does not occur"

key employee financial

"If Mr. Lowery qualifies as a “key employee” (as defined in the Agreement)"

Internal Revenue Code Section 280G financial

"payments which are determined to be payments subject to Internal Revenue Code Section 280G"

excess parachute payment financial

"it will not result in an “excess parachute payment” under Internal Revenue Code Section 280G"

non-compete provision financial

"a non-compete provision pursuant to which Mr. Lowery is prohibited"

FAQ

What did First Financial Corporation (THFF) approve for CEO Norman D. Lowery?

First Financial Corporation approved a new employment agreement for CEO Norman D. Lowery effective July 1, 2026. It sets a defined 24‑month term, base salary, bonus eligibility, severance protections, and restrictive covenants, aligning his role with formal contractual and change‑in‑control provisions.

What is Norman D. Lowery’s base salary under the new THFF agreement?

Norman D. Lowery’s annual base salary under the new agreement is $698,987. The boards of the Corporation and the Bank may increase this amount, and he remains eligible for bonus and fringe benefit plans available to other executive officers or employees.

How long is the initial term of Norman D. Lowery’s THFF employment agreement?

The agreement has an initial term of 24 months beginning July 1, 2026. The Compensation Committee must take affirmative action to extend the term for an additional one‑year period, rather than having it automatically renew without board involvement.

What severance can Norman D. Lowery receive if terminated after a change in control at THFF?

If he is terminated other than for just cause or constructively discharged within 12 months after a change in control, he may receive up to 2.99 times his base salary and prior‑year bonus, plus cash reimbursements for up to three years of benefits coverage.

How does the THFF agreement address Internal Revenue Code Section 280G excise taxes?

If payments triggered by a change in control would be subject to Section 280G excise tax, Norman D. Lowery’s benefit will be either reduced to avoid an excess parachute payment or paid in full with the excise tax applied, whichever yields the greater after‑tax benefit.

What non-compete restrictions apply to Norman D. Lowery under the THFF agreement?

During employment and for one year after termination, Norman D. Lowery is restricted from competing within a 75‑mile radius of Terre Haute, Indiana. If the Corporation terminates him without just cause or he resigns for good reason, the non‑compete radius is reduced to 50 miles.

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 02:22 PM Accepted by SEC EDGAR 06/30/2026 - 02:21 PM

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) June 29, 2026

FIRST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 0-16759

Indiana		35-1546989
(State or other jurisdiction		(I.R.S. Employer
incorporation or organization)		Identification No.)

One First Financial Plaza, Terre Haute, IN		47807
(Address of principal executive office)		(Zip Code)

(812) 238-6000
(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:

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

☐Pre-commencement communication 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		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 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. ☐

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

On June 29, 2026, First Financial Corporation (the “Corporation”) and its wholly-owned subsidiary, First Financial Bank (the “Bank”) (collectively, the “Employers”), entered into a new employment agreement (the “Agreement”) with Norman D. Lowery, President and Chief Executive Officer of the Corporation and the Bank. The Agreement is effective as of July 1, 2026.

Under the terms of the Agreement, the Employers have agreed to employ Mr. Lowery for an initial term of twenty-four (24) months in his current position as President and Chief Executive Officer of the Corporation and the Bank. Under the terms of the Agreement, the Compensation Committee must take affirmative action to extend the term of the Agreement for an additional one-year period.

Mr. Lowery is entitled to an annual base salary of $698,987.00, which may be increased from time to time as determined by the boards of directors of the Employers, and is entitled to participate in other bonus and fringe benefit plans available to other executive officers or employees of the Employers generally.

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

If the Employers terminate Mr. Lowery’s employment 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. Lowery is 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. He would also receive cash reimbursements in an amount equal to his cost of obtaining all benefits which he would have been eligible to participate in or receive through the term of the Agreement.

If Mr. Lowery’s employment is terminated for other than just cause or is constructively discharged and this occurs within 12 months following a change in control, then Mr. Lowery is entitled to receive an amount equal to the greater of the compensation and benefits described in the previous paragraph if the termination did not occur within 12 months following a change in control; or, the product of 2.99 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 three years, beginning on the date of termination, all benefits which he was eligible to participate in or receive. Mr. Lowery would also be entitled to the payment provided for in this paragraph if a change in control occurs that was not approved by a majority of the board of directors of the Corporation.

If Mr. Lowery qualifies as a “key employee” (as defined in the Agreement) at the time of his separation from service, then the Corporation may not make certain payments earlier than six months following the date of his separation from service (or, if earlier, the date of his death). In this event, payments to which Mr. Lowery would otherwise be entitled during the first six months following the date of his separation from service will be accumulated and paid to Mr. Lowery on the first day of the seventh month following his separation from service. Mr. Lowery is currently considered a “key employee” for this purpose.

If, as a result of a change in control, Mr. Lowery becomes entitled to any payments which are determined to be payments subject to Internal Revenue Code Section 280G, then his 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 after taking into account the amount of the excise tax imposed under Internal Revenue Code Section 280G due to the benefit payment.

The Agreement also includes standard confidentiality and non-solicit provisions and a non-compete provision pursuant to which Mr. Lowery is prohibited, during his employment and for a period of one year following his termination, from directly or indirectly competing against the Employers 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 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 are filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits


(d) Exhibits Exhibit No.	Description
10.1	Employment Agreement between Norman D. Lowery, First Financial Corporation, and First Financial Bank, N.A.
104	Cover page interactive data file (embedded with the Inline XBRL document)

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 June 30, 2026
	/s/ Rodger A. McHargue
	Rodger A. McHargue
	Secretary/Treasurer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 139.7 KB