First Financial Corp Files 8-K with Key Agreements and Disclosures

Ticker: THFF · Form: 8-K · Filed: Nov 6, 2025 · CIK: 714562

First Financial Corp /In/ 8-K Filing Summary
FieldDetail
CompanyFirst Financial Corp /In/ (THFF)
Form Type8-K
Filed DateNov 6, 2025
Risk Levellow
Pages6
Reading Time7 min
Key Dollar Amounts$0.125, $19.12, $25.0 million, $1.0 million
Sentimentneutral

Sentiment: neutral

Topics: 8-K, material-agreement, disclosure

TL;DR

FFC filed an 8-K on Nov 6, 2025, covering material agreements and other key events.

AI Summary

On November 6, 2025, First Financial Corporation /IN/ filed an 8-K report detailing several key events. The filing includes information on the entry into a material definitive agreement, a Regulation FD disclosure, and other events, along with financial statements and exhibits. The company, previously known as Terre Haute First Corp, is incorporated in Indiana and operates in the state commercial banks sector.

Why It Matters

This 8-K filing provides crucial updates on material agreements and regulatory disclosures for First Financial Corporation, impacting investors' understanding of the company's current operational and financial standing.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate events and disclosures, not indicating any immediate financial distress or significant negative news.

Key Numbers

  • 0-16759 — Commission File Number (Identifies the company's filing with the SEC.)
  • 35-1546989 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

  • FIRST FINANCIAL CORP /IN/ (company) — Registrant
  • November 6, 2025 (date) — Date of Report
  • TERRE HAUTE FIRST CORP (company) — Former Company Name
  • Indiana (location) — State of Incorporation
  • 6022 (number) — Standard Industrial Classification Code

FAQ

What specific material definitive agreement did First Financial Corporation enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.

What is the nature of the Regulation FD Disclosure mentioned in the filing?

The filing mentions a Regulation FD Disclosure, but the content of this disclosure is not detailed in the provided text.

When was First Financial Corporation previously known as Terre Haute First Corp?

The date of the name change from Terre Haute First Corp to First Financial Corporation was August 8, 1985.

What is the primary business sector for First Financial Corporation?

First Financial Corporation is classified under the Standard Industrial Classification code 6022, which corresponds to State Commercial Banks.

Where is First Financial Corporation's principal executive office located?

The principal executive office of First Financial Corporation is located at One First Financial Plaza, Terre Haute, IN 47807.

Filing Stats: 1,784 words · 7 min read · ~6 pages · Grade level 14.6 · Accepted 2025-11-06 08:32:50

Key Financial Figures

  • $0.125 — ch registered Common Stock, par value $0.125 per share THFF The NASDAQ Stock Mar
  • $19.12 — of the Merger, First Financial will pay $19.12 per share in cash for each share of Ced
  • $25.0 million — lue of the transaction is approximately $25.0 million. Other Terms and Conditions The Merg
  • $1.0 million — cial a termination fee in the amount of $1.0 million. The Merger Agreement was unanimously

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On November 6, 2025, First Financial Corporation, an Indiana corporation ("First Financial"), and CedarStone Financial, Inc., a Tennessee corporation ("CedarStone"), entered into an Agreement and Plan of Reorganization (the "Merger Agreement") pursuant to which CedarStone will be merged with and into First Financial (the "Merger"). Immediately following completion of the Merger, CedarStone Bank, a wholly owned subsidiary of CedarStone ("CedarStone Bank"), will merge into First Financial Bank, N.A. ("First Financial Bank"), a wholly owned subsidiary of First Financial. Merger Consideration Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, First Financial will pay $19.12 per share in cash for each share of CedarStone's common stock outstanding. The aggregate value of the transaction is approximately $25.0 million. Other Terms and Conditions The Merger Agreement contains customary representations, warranties and covenants of CedarStone and First Financial, including, among others, covenants relating to the conduct of CedarStone's business during the period between the execution of the Merger Agreement and the consummation of the Merger. The Merger Agreement provides each of CedarStone and First Financial with certain termination rights. If the Merger is not consummated under specified circumstances, including if CedarStone or First Financial terminates the Merger Agreement under certain circumstances and CedarStone enters into an alternative transaction within 12 months of the termination, CedarStone has agreed to pay First Financial a termination fee in the amount of $1.0 million. The Merger Agreement was unanimously approved by the Boards of Directors of First Financial and CedarStone. The parties anticipate that the transaction will close in the first quarter of 2026, subject to approval of CedarStone's shareholders, regulatory approvals,

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On November 6, 2025, First Financial and CedarStone issued a press release announcing entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of First Financial's investor presentation related to its acquisition of CedarStone is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

01 Other Events

Item 8.01 Other Events On November 6, 2025, concurrently with the execution of the Merger Agreement, each director and executive officer of CedarStone and CedarStone Bank entered into a voting agreement (the "Voting Agreement"), pursuant to which, among other things, each specified stockholder has agreed to vote all of its shares of CedarStone in favor of the approval and adoption of the Merger Agreement. The foregoing summary of the Voting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Voting Agreement, which is included as Exhibit 5.01 to the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by reference in its entirety.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits The exhibit to this report is as follows: Exhibit Number 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. 99.1 Press Release dated November 6, 2025 issued by First Financial Corporation 99.2 Investor Presentation issued by First Financial Corporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Pursuant to item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

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 November 6, 2025 /s/ Rodger A. McHargue Rodger A. McHargue Secretary/Treasurer and Chief Financial Officer

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