FIRST FINANCIAL BANCORP. Files Form 8-K

Ticker: FFBC · Form: 8-K · Filed: Aug 11, 2025 · CIK: 708955

Sentiment: neutral

Topics: filing, corporate-info

Related Tickers: FFBC

TL;DR

FFBC filed an 8-K on 8/11/25, just a routine update.

AI Summary

On August 11, 2025, FIRST FINANCIAL BANCORP. (FFBC) filed a Form 8-K to report its current events. The filing confirms the company's incorporation in Ohio and provides its principal executive office address in Cincinnati, Ohio. It also lists the trading symbol FFBC on The NASDAQ Stock Market LLC for its common stock.

Why It Matters

This filing serves as a standard notification to the SEC and investors about the company's operational details and stock listing.

Risk Assessment

Risk Level: low — This is a routine filing that does not contain new material financial information or strategic changes.

Key Players & Entities

FAQ

What is the primary purpose of this Form 8-K filing?

The primary purpose of this Form 8-K filing is to report current events of FIRST FINANCIAL BANCORP. as required by the Securities Exchange Act of 1934.

When was the earliest event reported in this filing?

The earliest event reported in this filing occurred on August 11, 2025.

In which state was FIRST FINANCIAL BANCORP. incorporated?

FIRST FINANCIAL BANCORP. was incorporated in Ohio.

What is the trading symbol for FIRST FINANCIAL BANCORP.'s common stock?

The trading symbol for FIRST FINANCIAL BANCORP.'s common stock is FFBC.

On which exchange is FIRST FINANCIAL BANCORP.'s common stock registered?

FIRST FINANCIAL BANCORP.'s common stock is registered on The NASDAQ Stock Market LLC.

Filing Stats: 3,788 words · 15 min read · ~13 pages · Grade level 20 · Accepted 2025-08-11 16:37:07

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Overview On August 11, 2025, First Financial Bancorp., an Ohio corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with BankFinancial Corporation, a Maryland corporation ("Seller" or "BankFinancial"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Seller would merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger. Immediately following the Merger, the Company will cause Seller's wholly owned banking subsidiary, BankFinancial, National Association, a national banking association ("Seller Bank"), to merge with and into the Company's wholly-owned banking subsidiary, First Financial Bank, an Ohio state-chartered bank ("First Financial Bank") (the "Bank Merger"), with First Financial Bank continuing as the surviving bank in the Bank Merger. The Merger Agreement has been unanimously approved by the boards of directors of the Company and Seller. The Merger is expected to close in the fourth quarter of 2025, subject to satisfaction of customary closing conditions, certain of which are described below, regulatory approvals and approval of Seller's stockholders. Merger Consideration Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, $0.01 par value per share, of Seller, issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive 0.480 of a share of common stock, no par value, of the Company (the "Company Common Stock"). Representations and Warranties; Covenants; Indemnification The Merger Agreement contains customary representations and warranties from the Company and Seller, and each party has agreed to customary covenants, including, among others, relating to (a) the conduct of its b

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 11, 2025, the Company and Seller issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Additionally, the investor presentation attached as Exhibit 99.2 incudes supplemental information regarding the Merger, and the executive officers of the Company intend to use the materials filed herewith, in whole or in part, in one or more meetings with investors and analysts. The Company does not intend for this Item 7.01, Exhibit 99.1 or Exhibit 99.2 to be treated as "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 2.1 * Agreement and Plan of Merger by and between First Financial Bancorp. and BankFinancial Corporation , dated as of August 11 , 2025 99.1 Joint Press Release announcing execution of Merger Agreement, dated August 11 , 2025 99.2 Investor Presentation Ma terials , dated August 11 , 2025 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) *Schedules to the Merger Agreement have been omitted. A copy of any omitted schedule will be furnished supplementally to the SEC upon its request. Cautionary Note Regarding Forward-Looking Statements Certain statements in this current report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of the Company and BankFinancial, respectively, with respect to the proposed transaction, the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transactions on the combined company's future financial performance (including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), the timing of the closing of the proposed transaction, and the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives) such as "may," "will," "anticipate," "could," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan

SIGNATURES

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 hereunto duly authorized. FIRST FINANCIAL BANCORP. By: /s/ Karen B. Woods Karen B. Woods General Counsel Date: August 11, 2025

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