First Financial Bancorp 8-K, filed Jan 2, 2026
First Financial Bancorp (FFBC)
8-K
2026-01-02
For: 2025-12-31
View Original
Added on
April 07, 2026
About this 8-K
First Financial Bancorp filed this 8-K on January 2, 2026, reporting on events of December 31, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 31, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. employer identification number) | |||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant's telephone number, including area code: (877 ) 322-9530
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):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Introductory Note
This Current Report on Form 8-K is being filed in connection with the closing on January 1, 2026 of the merger of BankFinancial Corporation (“BankFinancial”), a Maryland corporation, with and into First Financial Bancorp. (the “Company”), an Ohio corporation (the “Merger”), with the Company as the surviving corporation in the Merger, pursuant to the Agreement and Plan of Merger, dated as of August 11, 2025 (the “Merger Agreement”), by and between the Company and BankFinancial.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 1, 2026, the Company completed its previously announced Merger with BankFinancial pursuant to the Merger Agreement.
Immediately following the Merger, and also effective as of January 1, 2026, BankFinancial’s wholly owned banking subsidiary, BankFinancial, National Association, merged with and into First Financial’s wholly owned banking subsidiary, First Financial Bank (the “Bank Merger”), with First Financial Bank continuing as the surviving bank in the Bank Merger.
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time (the “Effective Time”), each share of BankFinancial common stock, $0.01 par value per share, issued and outstanding immediately prior to the Effective Time, was converted into the right to receive 0.480 of a share of common stock, no par value, of the Company (the “Company Common Stock”).
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 11, 2025 and incorporated herein by reference.
The issuance of shares of the Company Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-290507) filed by the Company with the Securities and Exchange Commission and which became effective on October 29, 2025 (the “Registration Statement”). The proxy statement/prospectus included in the Registration Statement contains additional information about the Merger Agreement and the transactions contemplated thereby.
Item 8.01 Other Events.
On December 31, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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 hereunto duly authorized.
FIRST FINANCIAL BANCORP.
| By: /s/ Karen B. Woods | ||||||||
| Karen B. Woods | ||||||||
| General Counsel and Chief Administrative Officer | ||||||||
| Date: | January 2, 2026 | |||||||
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
First Financial Bancorp. Announces the Completion of its Acquisition of BankFinancial
CINCINNATI, OH – December 31, 2025 – First Financial Bancorp. (Nasdaq: FFBC) (“First Financial” or the “Company”) announced today that, on January 1, 2026, it will close its previously announced acquisition of Chicago-based BankFinancial Corporation (“BankFinancial”) through an all-stock transaction, expanding First Financial’s presence in the Chicago market with its first retail consumer-focused locations.
First Financial adds BankFinancial’s strong core deposit franchise, with 18 financial centers in the area, plus its regional and national commercial loan, lease and deposit lines of business. With the completion of this acquisition, First Financial will now have $22 billion in assets and offer an even broader range of consumer, commercial, specialty lending and wealth management services.
“Expanding our presence in Chicago presents us with significant opportunities for growth and profitability because of the many solutions we can bring to new and existing clients in this market,” said Archie Brown, president and chief executive officer of First Financial Bank. “First Financial exists to create opportunities to help our clients and communities thrive, and we look forward to the impact we can have with this approach in Chicago.”
BankFinancial locations will continue to operate under the name “BankFinancial” until the completion of the conversion process, anticipated in June 2026, which will consolidate the two banks’ products, processes and operating systems. BankFinancial clients will receive detailed information about account conversions in the coming months. Until then, BankFinancial clients do not need to take any action and can continue to obtain services from their existing BankFinancial channels. First Financial clients will not be impacted by the merger or the conversion.
This acquisition continues First Financial’s recent growth in the Midwest. In 2023, First Financial added a commercial lending presence in Chicago’s Fulton Market and acquired Lincolnshire-based Agile Premium Finance in 2024. In November 2025, First Financial announced the closing of its Westfield Bank acquisition, expanding its existing commercial banking and wealth management capabilities in Northeast Ohio. First Financial also recently added a commercial banking presence in Grand Rapids, Michigan. These growth areas build upon the bank’s Midwestern foundation, which includes Cincinnati, Dayton, Columbus and Northeast Ohio; Chicago, Illinois; Indianapolis, Indiana; and Louisville, Kentucky.
About First Financial Bancorp.
First Financial Bancorp. is a Cincinnati, Ohio-based bank holding company. As of September 30, 2025, the Company had $18.6 billion in assets, $11.7 billion in loans, $14.4 billion in deposits and $2.6 billion in shareholders’ equity. The Company’s subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $4.0 billion in assets under management as of September 30, 2025. The Company operated 127 full service banking centers as of September 30, 2025, located in Ohio, Indiana, Kentucky and Illinois, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis. In 2025, First Financial Bank received its second consecutive Outstanding rating from the Federal Reserve for its performance under the Community Reinvestment Act and was recognized as a Gallup Exceptional Workplace Award winner, one of only 70 Gallup clients worldwide to receive this designation. Additional information about the Company, including its products, services and banking locations, is available at www.bankatfirst.com.
Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this communication that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, certain plans, expectations, goals, projections and benefits relating to the BankFinancial merger, which are subject to numerous assumptions, risks and uncertainties. Words such as “believes,” “anticipates,” “likely,” “expected,” “estimated,” “intends” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Please refer to First Financial’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as its other filings with the U.S. Securities and Exchange Commission (“SEC”), for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.
Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management’s control. It is possible that actual results and outcomes will differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors previously disclosed in reports filed by First Financial with the SEC, risks and uncertainties for First Financial include, but are not limited to, the failure to satisfy conditions to completion of the Merger, including receipt of any other approvals or stop orders or the failure of the Merger to close for any other reason. All forward-looking statements included in this filing are made as of the date hereof and are based on information available at the time of the filing. Except as required by law, First Financial does not assume any obligation to update any forward-looking statement.
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Media Contacts:
Timothy Condron, Corporate Communications Director
Email: media@bankatfirst.com
Peter Osborne
Email: peter.osborne@keypointpr.com