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What changed in FIRST FINANCIAL BANCORP /OH/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FIRST FINANCIAL BANCORP /OH/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+289 added−261 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in FIRST FINANCIAL BANCORP /OH/'s 2025 10-K

289 paragraphs added · 261 removed · 172 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

64 edited+45 added−45 removed89 unchanged
Biggest changeIn the ordinary course of business, First Financial relies on electronic communications and information systems to conduct its operations and to store sensitive data. First Financial employs an in-depth, layered, defensive approach that leverages people, processes, third-party service providers, encryption and multi-factor authentication technology to manage and maintain cybersecurity controls.
Biggest changeFirst Financial employs an in-depth, layered, defensive approach that leverages people, processes, third-party service providers, encryption and multi-factor authentication technology to manage and maintain cybersecurity controls. First Financial utilizes a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as report on any suspected advanced persistent threats.
Compensation and Benefits. First Financial offers employees competitive short-term and long-term compensation, a comprehensive set of benefits including health, dental and vision insurance, free or low-cost access to an independent provider of primary care clinics and behavioral health services, life and disability programs, paid time off, parental leave, product discounts and various expense reimbursement programs.
First Financial offers employees competitive short-term and long-term compensation, a comprehensive set of benefits including health, dental and vision insurance, free or low-cost access to an independent provider of primary care clinics and behavioral health services, life and disability programs, paid time off, parental leave, product discounts and various expense reimbursement programs.
Incentive Compensation Following the adoption of additional listing requirements in 2023 to comply with the Dodd-Frank Act and rules adopted by the SEC in October 2022, public companies are now required to adopt, implement and disclose a "clawback" policy for incentive compensation payments that allows recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating an accounting restatement due to material noncompliance with financial reporting requirements.
Incentive Compensation Following the adoption of additional listing requirements in 2023 to comply with the Dodd-Frank Act and rules adopted by the SEC in October 2022, public companies are required to adopt, implement and disclose a "clawback" policy for incentive compensation payments that allows recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating an accounting restatement due to material noncompliance with financial reporting requirements.
Risk of loss related to lending activities is managed by adherence to standard loan policies that establish certain levels of performance prior to the extension of a loan to the borrower. In addition, First Financial offers deposit products that include interest-bearing and noninterest-bearing accounts, time deposits and cash management services for commercial customers.
Risk of loss related to lending activities is managed by adherence to standard loan policies that establish certain levels of performance prior to the extension of a loan to the borrower. In addition, First Financial offers deposit products that include interest-bearing and noninterest-bearing accounts, time deposits and cash management services for retail and commercial customers.
Transactions with Affiliates; Insider Loans Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Board Regulation W generally: • limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10.0% of the bank's capital stock and surplus; • limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with all affiliates to an amount equal to 20.0% of the bank's capital stock and surplus; and • require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provided to a non-affiliate.
Transactions with Affiliates; Insider Loans 10 TABLE OF CONTENTS Sections 23A and 23B of the Federal Reserve Act and Federal Reserve Board Regulation W generally: • limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10.0% of the bank's capital stock and surplus; • limit the extent to which a bank or its subsidiaries may engage in “covered transactions” with all affiliates to an amount equal to 20.0% of the bank's capital stock and surplus; and • require that all such transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those provided to a non-affiliate.
The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends and stock repurchases, and certain discretionary bonus payments to executive officers if the Company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital compared to its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.
The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends and stock repurchases, and certain discretionary bonus payments to executive officers if the Company does not hold a capital conservation buffer of at least 2.5% composed of common equity tier 1 capital compared to its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.
At December 31, 2024, the Bank met the capital ratio requirements to be deemed “well-capitalized.” A bank with a capital level that might qualify for well capitalized or adequately capitalized status may nevertheless be treated as though the bank is in the next lower capital category if the bank’s primary federal banking supervisory authority determines that an unsafe or unsound condition or practice warrants that treatment.
At December 31, 2025, the Bank met the capital ratio requirements to be deemed “well-capitalized.” A bank with a capital level that might qualify for well capitalized or adequately capitalized status may nevertheless be treated as though the bank is in the next lower capital category if the bank’s primary federal banking supervisory authority determines that an unsafe or unsound condition or practice warrants that treatment.
Their primary focus is on small- and middle-market clients that have a need for tailored foreign exchange solutions. Bannockburn has a nationwide presence with offices in 10 locations throughout the U.S. Agile Premium Finance, a division of the Bank, is among industry leaders in the premium finance lending space and is active in all 50 states.
Their primary focus is on small- and middle-market clients that have a need for tailored foreign exchange solutions. Bannockburn has a nationwide presence with offices in 11 locations throughout the U.S. Agile Premium Finance, a division of the Bank, is among industry leaders in the premium finance lending space and is active in all 50 states.
First Financial believes that it is well positioned to compete in its markets. Smaller than super-regional and multi-national bank holding companies, First Financial believes that it can meet the needs of its markets through a local decision-making process and that it is better positioned to compete than smaller community banks that may have size or geographic limitations.
Smaller than super-regional and multi-national bank holding companies, First Financial believes that it can meet the needs of its markets through a local decision-making process and that it is better positioned to compete than smaller community banks that may have size or geographic limitations.
Information regarding statistical disclosure required by the Securities and Exchange Commission’s Industry Guide 3 is included in "Table 4 - Statistical Information" of First Financial's 2024 Annual Report to Shareholders for the year ended December 31, 2024, and is incorporated herein by reference.
Information regarding statistical disclosure required by the Securities and Exchange Commission’s Industry Guide 3 is included in "Table 4 - Statistical Information" of First Financial's 2025 Annual Report to Shareholders for the year ended December 31, 2025, and is incorporated herein by reference.
The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties. The privacy provisions of the GLBA affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors.
The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal 9 TABLE OF CONTENTS information to non-affiliated third parties. The privacy provisions of the GLBA affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors.
A financial institution is also expected to develop appropriate processes to enable recovery of data and business 11 TABLE OF CONTENTS operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cybersecurity-attack.
A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cybersecurity-attack.
A bank’s operations can be significantly affected by its capital classification under the prompt corrective action rules. For example, a bank that is not well capitalized generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market without advance regulatory approval.
A bank’s operations can be significantly affected by its capital classification under the prompt corrective action rules. For example, a bank that is not well capitalized generally is 7 TABLE OF CONTENTS prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market without advance regulatory approval.
Payment of dividends by the 7 TABLE OF CONTENTS Bank may be restricted at any time at the discretion of its regulatory authorities, if such regulatory authorities deem such dividends to constitute unsafe and/or unsound banking practices or if necessary to maintain adequate capital.
Payment of dividends by the Bank may be restricted at any time at the discretion of its regulatory authorities, if such regulatory authorities deem such dividends to constitute unsafe and/or unsound banking practices or if necessary to maintain adequate capital.
Community banking organizations, including First Financial and the Bank, began transitioning to the new rules when the new minimum capital requirements became effective on January 1, 2015. A capital conservation buffer (i.e. common equity) and additional deductions from common equity capital were phased in through January 1, 2019.
Community banking organizations, including First Financial and the Bank, began transitioning to the new rules when the new 6 TABLE OF CONTENTS minimum capital requirements became effective on January 1, 2015. A capital conservation buffer (i.e. common equity) and additional deductions from common equity capital were phased in through January 1, 2019.
Depository Institution Regulation 5 TABLE OF CONTENTS The Bank, as a bank chartered under the laws of the State of Ohio and a member of the Federal Reserve Bank of Cleveland (Federal Reserve Bank), is subject to supervision and examination by the Federal Reserve Board and the Ohio Division of Financial Institutions (ODFI).
Depository Institution Regulation The Bank, as a bank chartered under the laws of the State of Ohio and a member of the Federal Reserve Bank of Cleveland (Federal Reserve Bank), is subject to supervision and examination by the Federal Reserve Board and the Ohio Division of Financial Institutions (ODFI).
A qualifying bank holding company that has elected to become a financial holding company may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise permissible for a bank holding company, if: (i) the holding company is "well managed" and "well capitalized" and (ii) each of its subsidiary banks (a) is well capitalized under the Federal Deposit Insurance Corporation Act of 1991 prompt corrective action provisions, (b) is well managed, and (c) has at least a "satisfactory" rating under the Community Reinvestment Act (CRA).
As a financial holding company, First Financial may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise permissible for a bank holding company, if: (i) the holding company is "well managed" and "well capitalized" and (ii) each of its subsidiary banks (a) is well capitalized under the Federal Deposit Insurance Corporation Act of 1991 prompt corrective action provisions, (b) is well managed, and (c) has at least a "satisfactory" rating under the Community Reinvestment Act (CRA).
Each subsidiary bank of a financial holding company is subject to certain restrictions on the maintenance of reserves against deposits, extensions of credit to the financial holding company and its subsidiaries, investments in the stock and other securities of the financial holding company and its subsidiaries and the taking of such stock and securities as collateral for loans to borrowers.
Federal Reserve System Regulation Each subsidiary bank of a financial holding company is subject to certain restrictions on the maintenance of reserves against deposits, extensions of credit to the financial holding company and its subsidiaries, investments in the stock and other securities of the financial holding company and its subsidiaries and the taking of such stock and securities as collateral for loans to borrowers.
The Basel III capital rules include (i) a minimum common equity tier 1 capital ratio of 4.5%, (ii) a minimum tier 1 capital ratio of 6.0%, (iii) a minimum total capital ratio of 8.0% and (iv) a minimum leverage ratio of 4.0%.
The Basel III capital rules include (i) a minimum Common Equity Tier 1 capital ratio of 7.0%, (ii) a minimum Tier 1 Capital ratio of 8.5%, (iii) a minimum total capital ratio of 10.5% and (iv) a minimum leverage ratio of 4.0%.
Bank Holding Company Regulation As a bank holding company that has elected to become a financial holding company, First Financial is subject to the provisions of the Bank Holding Company Act of 1956, as amended (the BHCA), and is subject to supervision and examination by the Federal Reserve Board.
Bank Holding Company Financial Holding Company Regulation First Financial is a bank holding company that has elected to become a financial holding company and is subject to supervision and examination by the Board of Governors of the Federal Reserve System (Federal Reserve) under the Bank Holding Company Act of 1956, as amended (BHCA).
The Financial Services Modernization Act defines “financial in nature” to include: 4 TABLE OF CONTENTS • securities underwriting, dealing and market making; • sponsoring mutual funds and investment companies; • insurance underwriting and agency; • merchant banking; and • activities that the Federal Reserve Board has determined to be closely related to banking.
The Financial Services Modernization Act defines “financial in nature” to include: (i) securities underwriting, dealing and market making; (ii) 5 TABLE OF CONTENTS sponsoring mutual funds and investment companies; (iii) insurance underwriting and agency; (iv) merchant banking; and (v) activities that the Federal Reserve Board has determined to be closely related to banking.
OFAC publishes lists of specially designated targets and countries. First Financial is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.
First Financial is responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence.
The underwriting of these loans 1 TABLE OF CONTENTS includes an evaluation of these and other pertinent factors prior to the extension of credit. These underwriting standards increase the marketability and address the credit risk associated with the loans. Consumer loans are primarily loans made to individuals.
The underwriting of these loans 1 TABLE OF CONTENTS includes an evaluation of these and other pertinent factors prior to the extension of credit. These underwriting standards increase the marketability and address the credit risk associated with the loans. Consumer loans are primarily loans made to individuals, which may be secured or unsecured.
Further, a financial holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with any extension of credit, lease or sale of property or furnishing of any services. Various consumer laws and regulations also affect the operations of these subsidiaries.
Further, a financial holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with any extension of credit, lease or sale of property or furnishing of any services. Various consumer laws and regulations also affect the operations of these subsidiaries. Depository institutions, including the Bank, are required to maintain reserves against certain deposit liabilities.
First Financial also provides all eligible employees with an annual allocation to the First Financial Pension Plan of 5% of eligible annual pay. The pension allocation is 100% company-paid, 2 TABLE OF CONTENTS fully-vested and portable.
First Financial also provides all eligible employees with an annual allocation to the First Financial Pension Plan of 5% of eligible annual pay. The pension allocation is 100% company-paid, fully-vested, portable, and provides a guaranteed benefit upon retirement.
Digital assets and cryptocurrencies also operate as competitors, as many of these digital assets and cryptocurrencies seek to provide payment functionality. Many customers either hold or may consider holding money that would typically be held in deposit accounts or investments in the form of digital assets or cryptocurrencies, which serves as competition for deposits.
Many customers either hold or may consider holding money that would typically be held in deposit accounts or investments in the form of digital assets or cryptocurrencies, which serves as competition for deposits.
First Financial’s targeted customers include individuals and small to medium sized businesses within the Bank's geographic footprint. Through its diversified delivery systems of banking centers, ATMs, internet banking and telephone-based transactions, First Financial is able to meet the needs of its customers in an ever-changing marketplace. First Financial faces strong competition from financial institutions and other non-financial organizations.
Through its diversified delivery systems of banking centers, ATMs, internet banking and telephone-based transactions, First Financial is able to meet the needs of its customers in an ever-changing marketplace. 4 TABLE OF CONTENTS First Financial faces strong competition from financial institutions and other non-financial organizations.
An unsatisfactory rating may be used as the basis for the denial of an application and will prevent a bank holding company from making an election to become a financial holding company.
An unsatisfactory rating may be used as the basis for the denial of an application and will prevent a bank holding company from making an election to become a financial holding company. As of the Bank’s most recent CRA examination, it received a rating of “outstanding” under applicable CRA regulations.
We also compete on a nationwide basis through Oak Street, which lends to the insurance industry, registered investment advisors, certified public accountants and indirect auto finance companies, First Franchise, which lends to restaurant franchisees, Bannockburn, which provides foreign exchange services to customers throughout the United States, and Summit, which provides equipment financing to commercial businesses to the United States and Canada. 3 TABLE OF CONTENTS The Company’s markets support many different types of business activities, such as manufacturing, agriculture, education, healthcare and professional services.
We also compete on a nationwide basis through Oak Street, which lends to the insurance industry, registered investment advisors, certified public accountants and indirect auto finance companies; First Franchise, which lends to restaurant franchisees; Bannockburn, which provides foreign exchange services to customers throughout the United States; and Summit, which provides equipment financing to commercial businesses in the United States and Canada.
Under certain circumstances, a bank holding company must provide notice to the Federal Reserve Board of an intended dividend payment, to which the Federal Reserve Board might object if it determines the payment would be an unsafe or unsound practice.
Under certain circumstances, a bank holding company must provide notice to the Federal Reserve Board of an intended dividend payment, to which the Federal Reserve Board might object if it determines the payment would be an unsafe or unsound practice. 8 TABLE OF CONTENTS Insurance of Accounts The FDIC maintains the DIF, which insures the deposit accounts of the Bank to the maximum amount provided by law.
Each such institution is also required to file a capital plan with its primary federal regulator, and its holding company must guarantee the capital shortfall up to 5% of the assets of the capital deficient institution at the time it becomes under-capitalized. 6 TABLE OF CONTENTS In accordance with the Basel III Capital Rules, in order to be “well-capitalized” under the prompt corrective action guidelines, a bank must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital ratio of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0% and a leverage ratio of at least 5.0%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level or any capital measure.
In accordance with the Basel III Capital Rules, in order to be “well-capitalized” under the prompt corrective action guidelines, a bank must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital ratio of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0% and a leverage ratio of at least 5.0%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level or any capital measure.
The Bank has established policies and procedures that it considers to be in compliance with the requirements of the Patriot Act. 12 TABLE OF CONTENTS State Law As an Ohio-chartered bank, the Bank is subject to regular examination by the ODFI.
The Bank has established policies and procedures that it considers to be in compliance with the requirements of the Patriot Act. State Law As an Ohio-chartered bank, the Bank is subject to regular examination by the ODFI. State banking regulation affects the Bank’s internal organization and corporate governance, capital distributions, activities, acquisitions of other institutions and branching.
The Durbin Amendment limits the amount of interchange fees that banks with assets of $10 billion or more may charge to process electronic debit transactions.
Debit Card Interchange Fees The “Durbin Amendment” to the Dodd-Frank Act, also known as Regulation II limits the amount of interchange fees that banks with assets of $10 billion or more may charge to process electronic debit transactions.
Market selection is based upon a number of factors, but markets are primarily chosen for their potential for growth, long-term profitability and customer reach. First Financial’s goal is to develop a competitive advantage through a local market focus, building long-term relationships with clients to help them reach greater levels of financial success.
First Financial’s goal is to develop a competitive advantage through a local market focus, building long-term relationships with clients to help them reach greater levels of financial success.
In addition, First Financial’s acquisition of a savings and loan association requires prior Federal Reserve Board approval.
In addition, the acquisition of a savings and loan association by First Financial would also require prior Federal Reserve approval.
The Federal Reserve Board also has extensive enforcement authority over bank holding companies, including the ability to assess civil monetary penalties, issue cease and desist or removal orders, and require that a bank holding company divest subsidiaries (including a subsidiary bank).
The Federal Reserve has broad enforcement authority over bank holding companies, including the ability to impose civil money penalties, issue cease and desist or removal orders, and require divestitures of subsidiary entities.
Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. See “ITEM 1C CYBERSECURITY” of Part 1 of this Report. These SEC rules, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.
Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination. See “ITEM 1C 11 TABLE OF CONTENTS CYBERSECURITY” of Part 1 of this Report.
First Financial cannot predict the impact the changes to the CRA will have on its operations at this time. Privacy Rules Federal banking regulators, as required under the Gramm-Leach-Bliley Act, as amended (the GLBA), have adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to non-affiliated third parties.
The Bank will monitor the status of the CFPB and implement any necessary changes to its policies, procedures, and/or operations in response to any changes with the CFPB. Privacy Rules Federal banking regulators, as required under the GLBA, have adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to non-affiliated third parties.
Human Capital As of December 31, 2024, First Financial had approximately 2,090 employees located primarily in the states of Ohio, Indiana, Kentucky, and Illinois. Employee Wellbeing . Investing in our people is a key part of our culture at First Financial and our programs provide tools for our employees to invest in their health and wellbeing.
Human Capital As of December 31, 2025, First Financial had approximately 2,199 employees located primarily in the states of Ohio, Indiana, Kentucky and Illinois. Employee Wellbeing . First Financial is committed to investing in our employees, recognizing that employee wellbeing is integral to our organizational culture and long-term success.
The measurement period for the Agile acquisition ends in February 2025. Market and Competitive Information First Financial utilizes a community banking business model and serves a combination of metropolitan and non-metropolitan markets through its full-service banking centers primarily in Indiana, Ohio, Kentucky and Illinois.
Market and Competitive Information First Financial utilizes a community banking business model and serves a combination of metropolitan and non-metropolitan markets through its full-service banking centers primarily in Ohio, Indiana, Kentucky and Illinois. Market selection is based upon a number of factors, but markets are primarily chosen for their potential for growth, long-term profitability and customer reach.
The BHCA requires prior approval by the Federal Reserve Board in any case where a financial holding company proposes to: (i) acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by the financial holding company; (ii) acquire all or substantially all of the assets of another bank or another financial or bank holding company; or (iii) merge or consolidate with any other financial or bank holding company.
Under the BHCA, the Federal Reserve must approve, among other things, (i) the direct or indirect acquisition of ownership or control (as defined in the BHCA and Federal Reserve regulations) of a bank that is not already majority-owned by the financial holding company; (ii) the acquisition of all or substantially all of the assets of another bank or another financial or bank holding company; or (iii) a merger or consolidation with any other financial or bank holding company.
The loans are secured by the unearned premium of the policies and have an average term of approximately ten months. Upon completion of the transaction, Agile became a division of the Bank and continues to operate as Agile Premium Finance, taking advantage of its existing brand recognition within the insurance premium financing industry.
Upon completion of the transaction, Agile became a division of the Bank and continues to operate as Agile Premium Finance, taking advantage of its existing brand recognition within the insurance premium financing industry. Operating results from the Agile acquisition have been included in the Consolidated Statements of Income since the acquisition date.
The ODFI may initiate supervisory measures or formal enforcement actions, and under certain circumstances, it may take control of an Ohio-chartered bank. 13 TABLE OF CONTENTS
State banking regulation may contain limitations on an institution’s activities that are in addition to limitations imposed under federal banking law. The ODFI may initiate supervisory measures or formal enforcement actions, and under certain circumstances, it may take control of an Ohio-chartered bank.
To the extent First Financial engages in any of the trading activities or has any ownership interests in or relationship with any of the types of funds regulated by the Volcker Rule, First Financial believes that its activities and relationships comply with such rule, as modified through rule-making. 10 TABLE OF CONTENTS Office of Foreign Assets Control Regulation The United States Treasury Department’s Office of Foreign Assets Control (OFAC) administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others.
To the extent First Financial engages in any of the trading activities or has any ownership interests in or relationship with any of the types of funds regulated by the Volcker Rule, First Financial believes that its activities and relationships comply with such rule, as modified through rule-making.
Subsidiaries A listing of each of First Financial’s subsidiaries can be found in Exhibit 21 to this Form 10-K. Business Combinations On February 29, 2024, First Financial acquired Agile Premium Finance for $96.9 million in an all cash transaction. Agile originates commercial loans for the payment of annual property and casualty insurance for businesses.
On February 29, 2024, First Financial acquired Agile Premium Finance for $96.9 million in an all cash transaction. Agile originates commercial loans for the payment of annual property and casualty insurance for businesses. The loans are secured by the unearned premium of the policies and have an average term of approximately ten months.
First Financial utilizes a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious activity, as well as report on any suspected advanced persistent threats. Notwithstanding the strength of First Financial’s defensive measures, the threat from cybersecurity-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures.
Notwithstanding the strength of First Financial’s defensive measures, the threat from cybersecurity-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive measures.
Supervision and Regulation First Financial and its subsidiaries are subject to an extensive system of laws and regulations that are intended primarily for the protection of consumers, depositors, borrowers, the Deposit Insurance Fund (DIF) of the Federal Deposit Insurance Corporation (FDIC), and the banking system in general and not for the protection of shareholders.
Supervision and Regulation First Financial and its subsidiaries operate within a comprehensive system of federal and state banking laws and regulations designed primarily to protect consumers, depositors, borrowers, and the Deposit Insurance Fund (DIF) of the Federal Deposit Insurance Corporation (FDIC), and to promote the stability and soundness of the U.S. banking system.
The Small Dollar Rule did not have a material effect on First Financial’s financial condition or results of operations on a consolidated basis in 2023 or 2024. 9 TABLE OF CONTENTS Community Reinvestment Act Under the CRA, every FDIC-insured institution is obligated, consistent with safe and sound banking practices, to help meet the credit needs of its entire community, including low and moderate income neighborhoods.
Community Reinvestment Act Under the CRA, FDIC-insured institutions are obligated, consistent with safe and sound banking practices, to help meet the credit needs of its entire community, including low and moderate income neighborhoods.
The Bank regularly reviews its total rewards practices to ensure compensation is equitable, taking into consideration such factors as experience, education, performance and market data. Employee Engagement. First Financial believes that talented and engaged employees are critical for the success of the Company, its subsidiaries, its associates and the clients and communities it serves.
The Bank regularly reviews its total rewards practices to ensure compensation is equitable, taking into consideration such factors as experience, education, performance and market data. Talent Development. First Financial focuses our training programs on career development, onboarding new associates, security, and compliance.
Within these markets, growth is projected to continue in key demographic groups and populations. First Financial’s market evaluation includes demographic measures such as income levels, median household income and population growth. The Midwestern markets that First Financial serves have historically not experienced the level of economic volatility experienced in other areas of the country, although material fluctuations may occur.
The Midwestern markets that First Financial serves have historically not experienced the level of economic volatility experienced in other areas of the country, although material fluctuations may occur. First Financial believes that it is well positioned to compete in its markets.
Insurance of Accounts The FDIC maintains the DIF, which insures the deposit accounts of the Bank to the maximum amount provided by law. The general insurance limit is $250,000 per separately insured depositor. This insurance is backed by the full faith and credit of the United States government.
The general insurance limit is $250,000 per depositor, per ownership category, which is backed by the full faith and credit of the United States. The FDIC assesses deposit insurance premiums on each insured institution quarterly based on risk characteristics of the institution.
The program provides employees with incentives (such as health savings account contributions, paid time off and reimbursements) in exchange for voluntary participation in a range of activities, including an annual physical, health-risk assessment, webinar participation, community service, financial assistance programs and enrollment in Company sponsored fitness activities. In 2024, 59% of eligible employees qualified for benefits under the Wellbeing Program.
The program offers a variety of incentives, including health savings account contributions, paid time off, and reimbursements, to encourage voluntary participation in activities such as annual physical exams, health-risk assessments, educational webinars, community service, financial assistance initiatives, and Company-sponsored fitness activities. Additionally, the program provides access to life coaching, mental health resources, and stress management support.
One such program is the “Wellbeing Program,” designed to support employees and their families in a holistic way, focusing on the five core areas of wellbeing: physical, financial, social, community and purpose.
The Company’s approach to wellbeing is multifaceted, supporting employees and their families across five core areas: physical, financial, social, community, and purpose. Our comprehensive Wellbeing Program is designed to promote holistic health and engagement.
This scorecard considers, among other things, the Bank’s CAMELS rating, results of asset-related stress testing and funding-related stress, as well as its use of core deposits, among other things. Depending on the results of the Bank’s performance under that scorecard, the total base assessment rate is between 1.5 and 40 basis points.
As a bank with assets of more than $10 billion, First Financial is subject to a deposit assessment based on a scorecard issued by the FDIC. This scorecard considers, among other things, the Bank’s CAMELS rating, results of asset-related stress testing and funding-related stress, as well as its use of core deposits, among other things.
Operating results from the Agile acquisition have been included in the Consolidated Statements of Income since the acquisition date Acquisition accounting adjustments are considered preliminary at December 31, 2024, and are subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values become available.
These present value measurements are subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values become available, and the measurement period ends in November 2026.
First Financial acquired $97.8 million of assets and $2.7 million of liabilities in the transaction, resulting in $1.8 million of goodwill. Acquisition accounting adjustments are considered preliminary at December 31, 2024.
The fair value measurements of assets acquired and liabilities assumed were $2.1 billion and $1.9 billion, respectively. Acquisition accounting adjustments are considered preliminary at December 31, 2025.
The Bank is also subject to regulations of the Consumer Financial Protection Bureau (CFPB), which was established by the Dodd-Frank Act and has broad powers to adopt and enforce consumer protection regulations. Regulatory Capital Financial institutions and their holding companies are required to maintain capital as a way of absorbing losses.
The Bank is also subject to regulations of the Consumer Financial Protection Bureau (CFPB), which was established by the Dodd-Frank Act and has broad powers to adopt and enforce consumer protection regulations. In November 2025, banking regulators announced that the focus of supervision and examination would shift from “processes, procedures and documentation” to material financial risks.
As a bank with total assets in excess of $10 billion, the Bank is primarily examined by the CFPB with respect to consumer protection laws and regulations. The CFPB has adopted numerous rules with respect to consumer protection laws and has commenced related enforcement actions.
As a bank with total assets exceeding $10 billion, the Bank is primarily examined by the CFPB with respect to consumer protection compliance. In 2025, the United States Congress reduced federal funding to the CFPB, and the agency’s status is currently undergoing changes of leadership, goals, directive, and enforcement capabilities.
If a financial holding company or a subsidiary bank fails to maintain all requirements for the holding company to maintain financial holding company status, material restrictions may be placed on the activities of the holding company and its subsidiaries and on the ability of the holding company to enter into certain transactions and obtain regulatory approvals for new activities and transactions.
If any holding company fails to maintain these qualifications, material restrictions may be placed on its activities, and it could be required to divest subsidiaries engaged in activities not permissible for bank holding companies not operating as financial holding companies.
These laws and regulations govern areas such as capital, permissible activities, allowance for credit losses, loans and investments, interest rates that can be charged on loans and consumer protection communications and disclosures. Certain elements of selected laws and regulations are described in more detail in the sections that follow.
These laws and regulations are not designed for the protection of First Financial shareholders. These laws and regulations govern, among other matters, capital adequacy, permissible activities, allowance for credit losses, lending practices, investment activities, interest rate practices, and disclosures in consumer financial products.
The Federal Reserve Board may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to its shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice.
A bank holding company is expected to act as a source of financial strength to its subsidiary banks, and the Federal Reserve may limit dividends or require contributions of capital where necessary or prudent.
Bank holding companies with consolidated assets of less than $100 billion, including First Financial, are no longer subject to the enhanced prudential standards established under the Dodd-Frank Act. The Regulatory Relief Act also relieves bank holding companies and banks with consolidated assets of less than $100 billion, including First Financial, from certain record-keeping, reporting and disclosure requirements.
Economic Growth, Regulatory Relief and Consumer Protection Act The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 modified or eliminated certain enhanced regulatory and compliance requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) for bank holding companies with consolidated assets below $100 billion.
Tier 2 capital, which can be included in the total capital ratio, generally consists of other preferred capital and subordinated debt meeting certain conditions plus limited amounts of the allowance for credit losses, subject to specified eligibility criteria, less applicable deductions.
Tier 2 capital consists of qualifying subordinated debt, certain preferred stock instruments that do not qualify as Additional Tier 1 capital, limited amounts of minority interests not included in Tier 1 capital, and an eligible portion of the allowance for credit losses (or allowance for loan and lease losses, as applicable).
In April 2020, the Federal Reserve Board adopted a final rule to revise its regulations related to determinations of whether a company has the ability to exercise control over another company for purposes of the Bank Holding Company Act. The final rule expands and codifies the presumptions for use in such determinations.
The Federal Reserve adopted a final rule in April 2020 clarifying presumptions used to determine when a company exercises control over another entity for BHCA purposes, enhancing transparency in control determinations. The rule established tiered presumptions of control based on ownership percentage, director representation, business relationships, and contractual rights.
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The Company firmly believes that wellbeing is directly linked to engagement and engagement is a key pillar in our overall success. First Financial invests in employees and their families through various programs.
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In 2025, approximately 60% of eligible employees qualified for benefits under the Wellbeing Program, underscoring our commitment to fostering a healthy, engaged workforce. The Company views employee engagement as a foundational element in achieving strategic objectives and maintaining a high-performance culture. Employee Engagement.
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First Financial launched its engagement strategy in 2020, partnering with a third party to create a culture of highly engaged employees by measuring employee engagement, providing manager training and coaching and developing action plans to deepen engagement. In July 2024 First Financial launched its fifth all-associate engagement survey.
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First Financial recognizes that engaged and talented employees are vital to the success of the Company, its subsidiaries, and the clients and communities it serves. Since launching its engagement strategy in 2020, First Financial has partnered with a third party to foster a culture of engagement through comprehensive measurement, targeted manager training, coaching, and action planning.
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The Bank sets clear expectations of managers for high-levels of accountability and to foster engagement principles. This focus drives the Company's success in improved client relations and outcomes. The engagement strategy includes coaching and training, intentional action plans, sharing success stories, and highlighting engagement champions.
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In July 2025, the Company conducted its sixth all-associate engagement 2 TABLE OF CONTENTS survey, recording a significant increase in engagement compared to the prior year. This result underscores the effectiveness of initiatives such as manager accountability, coaching, training, regular team huddles, mentoring, career and leadership development, and updated action plans.
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The 2024 survey results showed a marked increase in engagement from the survey conducted in 2023, reinforcing the belief that employee engagement is strongly woven into the culture.
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Throughout 2025, First Financial expanded opportunities for associate communication and involvement, hosting monthly virtual town hall meetings and in-person market rallies across its footprint. These events enhanced transparency, reinforced strategic priorities, and celebrated contributions to the communities we serve. Additionally, supplemental pulse surveys provided valuable insight into employee needs, shaping future engagement initiatives.
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As in prior years, teams throughout the Bank continue to engage in team huddles, manager and team training, town halls, mentoring, career and leadership development programs, and updated action plans to continue to drive engagement across the Company.
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Reflecting the success of its engagement strategy, First Financial Bank was honored with the Gallup Exceptional Workplace Award in 2025. Compensation and Benefits.
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In 2024, we hosted monthly virtual town hall meetings for all associates, sharing business updates, opening the lines of communications and answering associate questions. In conjunction with senior management and town hall meetings, additional pulse surveys were completed which provided insight into our associates’ needs, shaping future engagement strategies. Respectful Workplace.
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While many training topics are required based on role, we offer a variety of topics associates can access for their own development. In 2025, we offered on-the-job skills, leadership, associate engagement, personal development, and career development training. Our commitment to security training comprises both physical and cybersecurity, and our compliance training centers around regulations, policies, and procedures.
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First Financial strives to maintain a workplace that fosters our culture and aligns with our values. We expect that associates treat each other in a manner consistent with our culture and our policies, whether the individual is a fellow associate, member of management, customer, vendor or visitor to our premises.
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Similar to prior years, in 2025, First Financial delivered a comprehensive onboarding program for new managers and a high performing program for associates, investing in our future leaders. Subsidiaries A listing of each of First Financial’s subsidiaries can be found in Exhibit 21 to this Form 10-K. Business Combinations Agile Premium Finance.
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We seek out and celebrate differing opinions, expertise and experiences of our employees. First Financial supports eight associate-led Business Resource Groups (BRGs) designed to facilitate networking and leadership development. BRGs meet regularly throughout the year and host a variety of in person and virtual engagement opportunities.
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The Agile transaction was accounted for using the acquisition method of accounting and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date in accordance with FASB ASC Topic 805, Business Combinations. The fair value measurements of assets acquired and liabilities assumed were $97.8 million and $2.7 million, respectively.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny such expansion of our business will involve a number of expenses and risks, which may include: • the time and expense associated with identifying and evaluating potential expansions; • the potential inaccuracy of estimates and judgments used to evaluate credit, operations, management and market risk with respect to the target company; • potential exposure to unknown or contingent liabilities of the target company; • exposure to potential asset quality issues of the target company; • difficulty and expense of integrating the operations and personnel of the target company; • difficulty or added costs in the wind-down of non-strategic operations; • potential disruption to our business; • potential diversion of our management’s time and attention; • the possible loss of key employees and customers of the target company; • difficulty in estimating the value (including goodwill) of the target company; • difficulty in receiving appropriate regulatory approval for any proposed transaction; and • potential changes in banking, tax or other laws or regulations or accounting rules that may affect the target company or our realization of any anticipated benefits or accretive shareholder value from undertaking such expansion.
Biggest changeAny such expansion of our business will involve a number of expenses and risks, which may include: • the time and expense associated with identifying and evaluating potential expansions, including the ability to conduct due diligence and the access to information discovered during the due diligence process; • the potential inaccuracy of estimates, judgments, and assumptions used to evaluate credit, operations, management and market risk with respect to the target company; • potential exposure to unknown or contingent liabilities of the target company; • exposure to potential asset quality issues of the target company; • difficulty and expense of integrating the operations and personnel of the target company; • difficulty or added costs in the wind-down of non-strategic operations; • a target specific risk that the acquisition target faces that is specific to its business, industry, or market area and its impact to the success of the transaction; • potential disruption to our business; • potential diversion of our management’s time and attention; • the possible loss of key employees and customers of the target company; • difficulty in estimating the value (including goodwill) of the target company; • difficulty in receiving appropriate regulatory approval for any proposed transaction or the denial of such approval; • potential increased costs or time required to complete an acquisition may be substantially greater or longer than anticipated; 23 TABLE OF CONTENTS • the potential risks related to any transactions involving intellectual property, and the extent to which such intellectual property is utilized or protected in the transaction; • challenges faced when integrating a target into First Financial related to differences in policies and procedures, utilization of systems, details and comprehensiveness of data integration, and the integration of new employees; • potential changes in banking, tax or other laws or regulations or accounting rules that may affect the target company or our realization of any anticipated benefits or accretive shareholder value from undertaking such expansion; and • litigation risk.
The information that we use in managing our credit risk may be inaccurate or incomplete, which may result in an increased risk of default and otherwise have an effect on our business, results of operations and financial condition.
The information that we use in managing our credit risk may be inaccurate or incomplete, which may result in an increased risk of default and otherwise have an effect on our financial condition, results of operations and business.
In addition, such negative effects on our customers could result in defaults on the loans we have made and decrease the value of mortgage-backed securities in which we have invested. Adverse external events outside of our control, such as natural disasters, acts of war or terrorism, new public health issues, could impact our business operations.
In addition, such negative effects on our customers could result in defaults on the loans we have made and decrease the value of mortgage-backed securities in which we have invested. Adverse external events outside of our control, such as natural disasters, acts of war or terrorism and new public health issues, could impact our business operations.
The effects of these disruptions to the secondary market for residential morgage loans, as well as reductions in residential real estate market prices and declining home sales, could affect the value of collateral securing mortgage loans that we hold, income generated from mortgage loan originations and profits on sales of mortgage loans in the secondary market.
The effects of these disruptions to the secondary market for residential mortgage loans, as well as reductions in residential real estate market prices and declining home sales, could affect the value of collateral securing mortgage loans that we hold, income generated from mortgage loan originations and profits on sales of mortgage loans in the secondary market.
In addition, prior debt offerings could potentially have important consequences to us and our debt and equity investors, including: • requiring a substantial portion of our cash flow from operations to make interest payments; • making it more difficult to satisfy debt service and other obligations; • increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing; • increasing our vulnerability to general adverse economic and industry conditions; • reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry; • placing us at a competitive disadvantage relative to our competitors that may not be as highly leveraged with debt; and • limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase securities.
In addition, prior debt offerings could potentially have important consequences to us and our debt and equity investors, including: • requiring a substantial portion of our cash flow from operations to make interest payments; • making it more difficult to satisfy debt service and other obligations; • increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing; • increasing our vulnerability to general adverse economic and industry conditions; • reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry; • placing us at a competitive disadvantage relative to our competitors that may not be as highly leveraged with debt; and 20 TABLE OF CONTENTS • limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase securities.
Declines in real estate values, home sale volumes, financial stress on borrowers as a result of job losses, interest rate resets on adjustable rate mortgage loans or other factors, either independently or in the aggregate could have further effects on borrowers that could result in higher delinquencies and greater charge-offs in future periods, which would affect our financial condition or results of operations.
Declines in real estate values, home sale volumes, financial stress on borrowers as a result of job losses, interest rate resets on adjustable rate mortgage loans or other factors, either independently or in the aggregate could have further effects on borrowers that could result in higher delinquencies and greater charge-offs in future periods, which would affect our financial condition, results of operations, business and/or prospects.
While we have risk management policies and procedures in place to mitigate credit risk, the failure of counterparties to fulfill their obligations could lead to financial losses or damage to our reputation. • Liquidity risk: The nature of our capital markets operations requires us to maintain sufficient liquidity to meet our obligations, including margin calls and settlement requirements.
While we have risk management policies and procedures in place to manage credit risk, the failure of counterparties to fulfill their obligations could lead to financial losses or damage to our reputation. • Liquidity risk: The nature of our capital markets operations requires us to maintain sufficient liquidity to meet our obligations, including margin calls and settlement requirements.
We also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. Nonetheless, in the near-term, higher interest rates along with elevated costs are expected to weigh on firms’ profit margins.
We also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. Nonetheless, in the near-term, sustained interest rates along with elevated costs are expected to weigh on firms’ profit margins.
See the “Critical Accounting Estimates” in the Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 1- Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements, in our 2024 Annual Report to Shareholders (included within Exhibit 13 to this Form 10-K) for more information.
See the “Critical Accounting Estimates” in the Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 1- Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements, in our 2025 Annual Report to Shareholders (included within Exhibit 13 to this Form 10-K) for more information.
A cybersecurity breach of a vendor's system may result in theft of our data or disruption of business processes.
In addition, a cybersecurity breach of a vendor's system may result in theft of our data or disruption of business processes.
Notwithstanding, our efforts to promote deposit insurance coverage with our customers and otherwise effectively 20 TABLE OF CONTENTS manage our liquidity, deposit portfolio retention, and other related matters, our financial condition, results of operation, and stock price may be adversely affected by future negative events within the banking sector and adverse customer or investor responses to such events.
Notwithstanding, our efforts to promote deposit insurance coverage with our customers and otherwise effectively manage our liquidity, deposit portfolio retention, and other related matters, our financial condition, results of operation, and stock price may be adversely affected by future negative events within the banking sector and adverse customer or investor responses to such events.
A decline in home values or overall economic weakness could also have an impact upon the value of real estate or other assets which we own upon foreclosing a loan and our ability to realize value on such assets. Our financial instruments carried at fair value expose us to certain market risks.
A decline in home values or overall economic weakness could also have an impact upon the value of real estate or other assets which we own upon foreclosing a loan and our ability to realize value on any subsequent sale of such assets. Our financial instruments carried at fair value expose us to certain market risks.
Negative public opinion could also affect our ability to borrow funds in the unsecured wholesale debt markets. We may not pay dividends on our common shares. Holders of our common shares are only entitled to receive such dividends as our Board of Directors may declare out of funds legally available for such payments.
Negative public opinion could also affect our ability to borrow funds in the unsecured wholesale debt markets. 22 TABLE OF CONTENTS We may not pay dividends on our common shares. Holders of our common shares are only entitled to receive such dividends as our Board of Directors may declare out of funds legally available for such payments.
As is the case with any such assessments, there is always the chance that we will fail to identify the proper factors, that we will fail to accurately estimate the impacts of factors that we identify, or that we fail to accurately estimate the aggregate impacts of factors that we identify, all of which could impact the credit quality of our portfolio and have 16 TABLE OF CONTENTS an impact on the results of operations.
As is the case with any such assessments, there is always the chance that we will fail to identify the proper factors, that we will fail to accurately estimate the impacts of factors that we identify, or that we fail to accurately estimate the aggregate impacts of factors that we identify, all of which could impact the credit quality of our portfolio and have an impact on the results of operations.
The ability of non-banking financial institutions to provide services previously limited to commercial banks has intensified competition. Because non-banking financial institutions are not subject to the same regulatory restrictions as banks and bank holding companies, they can often operate with 21 TABLE OF CONTENTS greater flexibility and lower cost structures.
The ability of non-banking financial institutions to provide services previously limited to commercial banks has intensified competition. Because non-banking financial institutions are not subject to the same regulatory restrictions as banks and bank holding companies, they can often operate with greater flexibility and lower cost structures.
Economic turmoil in different regions of the world, as well as military conflicts such as those currently ongoing in Ukraine and the Middle East, affect the economy and stock prices in the United States, which can affect our earnings and capital and the ability of our customers to repay loans.
Economic turmoil in different regions of the world, as well as military conflicts such as those currently ongoing in Russia, Ukraine, the Middle East, China, and Venezuela affect the economy and stock prices in the United States, which can affect our earnings and capital and the ability of our customers to repay loans.
Changes to the economic conditions in these local markets, which may be different from the national economic conditions, may adversely affect our financial condition and the results of our operations.
Changes to the economic conditions in these local markets, which may be different from the national economic conditions, may adversely affect our financial condition, results of operations, and business prospects.
Similarly, meeting these competitive pressures could require us to incur significant additional expense, to reevaluate the number of branches through which we serve our customers, or to accept risk beyond what we would otherwise view as desirable under the circumstances.
Similarly, meeting these competitive pressures could require us to incur significant additional expense, to reevaluate the number of branches through which we serve our customers, or to accept risk beyond what we would otherwise 21 TABLE OF CONTENTS view as desirable under the circumstances.
A major change in the real estate market, such as deterioration in the value of collateral, or in the local or national economy, could affect our customers' ability to pay these loans, which in turn could impact our results of operations and 15 TABLE OF CONTENTS financial condition.
A major change in the real estate market, such as deterioration in the value of collateral, or in the local or national economy, could affect our customers' ability to pay these loans, which in turn could impact our results of operations and financial condition.
Any of these occurrences could result in our diminished ability to operate one or more of our businesses, potential civil liability, reputational damage and regulatory intervention in the form of requirements, restrictions and penalties, which could affect us our business and results of operations.
Any of these occurrences could result in our diminished ability to operate one or more of our businesses, potential civil liability, reputational damage and regulatory intervention in the form of requirements, restrictions and penalties, which could affect our financial condition, results of operations and business.
Our ability to engage in routine funding transactions could be affected by the actions and lack of commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, and counterparty relationships, among others.
Our ability to engage in routine funding transactions could be affected by the actions and lack of commercial soundness of other financial institutions. Financial services institutions are 26 TABLE OF CONTENTS interrelated as a result of trading, clearing, and counterparty relationships, among others.
At December 31, 2024, we had $3.7 billion in assets under management. A sharp decline or heightened volatility in the stock market could negatively impact the value of investments held by the bank's wealth management clients, which in turn impacts the amount of assets under management and subjects our earnings to additional risks and uncertainties.
At December 31, 2025, we had $3.9 billion in assets under management. A sharp decline or heightened volatility in the stock market could negatively impact the value of investments held by the bank's wealth management clients, which in turn impacts the amount of assets under management and subjects our earnings to additional risks and uncertainties.
As part of their supervisory process, which includes periodic examinations and continuous monitoring, the regulators have the authority to impose restrictions or conditions on our activities and the manner in which we operate our business.
As part of their supervisory 25 TABLE OF CONTENTS process, which includes periodic examinations and continuous monitoring, the regulators have the authority to impose restrictions or conditions on our activities and the manner in which we operate our business.
These fluctuations could result in financial losses or decreased revenues if we fail to accurately predict or manage these risks. Foreign currency and commodities transactions historically increase as market volatility increases.
These fluctuations could result in financial losses or decreased revenues or additional liquidity needs if we fail to accurately predict or manage these risks. Foreign currency and commodities transactions historically increase as market volatility increases.
Because of the degree of uncertainty and susceptibility of these factors to change, our actual losses may vary from our current estimates. In addition, bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or recognize further loan charge-offs.
Because of the degree of uncertainty with respect to assumptions in our models and susceptibility of these factors to change, our actual losses may vary from our current estimates. In addition, bank regulators periodically review our allowance for credit losses and may require us to increase our provision for credit losses or recognize further loan charge-offs.
In deciding whether to extend credit or enter into other transactions with clients and counterparties, we may rely on information furnished by or on behalf of clients and counterparties, including financial statements and other financial information.
In deciding whether to extend credit or enter into other transactions with clients and counterparties, we may rely on information furnished by or on 15 TABLE OF CONTENTS behalf of clients and counterparties, including financial statements and other financial information.
Sustained periods of stability in global financial markets could also adversely affect Bannockburn’s revenue. • Credit risk: We are exposed to credit risk through our dealings with counterparties in derivative transactions.
Sustained periods of stability in global financial markets could also adversely affect Bannockburn’s revenue. 16 TABLE OF CONTENTS • Credit risk: We are exposed to credit risk through our dealings with counterparties in derivative transactions.
In addition to the new products and services that new technologies,including digital or cryptocurrencies, blockchain and other “fintech” technologies, bring to customers, successful adoption and implementation of new technologies can allow us to increase efficiencies and enable us to better serve customers in a more efficient manner at reduced costs.
In addition to the new products and services that new technologies, including digital or cryptocurrencies, blockchain and other “fintech” technologies, bring to customers, successful adoption and implementation of new technologies can allow us to increase efficiencies and enable us to better serve customers in a more efficient manner at reduced costs. We may undertake additional costs to implement new technologies.
We operate in a highly competitive industry that could become even more competitive as a result of legislative, regulatory and technological changes, and continued consolidation. We face aggressive competition from other domestic and foreign lending institutions as well as from numerous other providers of financial services.
We operate in a highly competitive industry that could become even more competitive as a result of legislative, regulatory and technological changes, including AI, Generative AI, LLMs and AI agents, and continued consolidation. We face aggressive competition from other domestic and foreign lending institutions as well as from numerous other providers of financial services.
Additionally, if our subsidiaries’ earnings are not sufficient to make dividend payments to us while maintaining adequate capital levels, we may not be able to make dividend payments to our common shareholders. As of December 31, 2024, the Bank had $255.9 million available to pay dividends to First Financial without prior regulatory approval.
Additionally, if our subsidiaries’ earnings are not sufficient to make dividend payments to us while maintaining adequate capital levels, we may not be able to make dividend payments to our common shareholders. As of December 31, 2025, the Bank had $193.6 million available to pay dividends to First Financial without prior regulatory approval.
If the strength of the United States economy declines, this could result in, among other things, a deterioration of credit quality, altered consumer spending habits or a reduced demand for credit, including a resultant effect on our loan portfolio and allowance for credit losses.
If the strength of the United States economy declines, this could result in, among other things, a deterioration of credit quality, altered consumer spending habits, decreased deposit balances maintained by our customers, or a reduced demand for credit, including a resultant effect on our loan portfolio and allowance for credit losses.
Earnings and capital 14 TABLE OF CONTENTS levels could also be affected if the interest we receive on loans and other investments falls more quickly than the interest we pay on deposits and other borrowings.
Earnings and capital levels could also be affected if the interest we receive on loans and other investments falls more quickly than the interest we pay on deposits and other borrowings.
We maintain an allowance for credit losses that we believe is a reasonable estimate of the expected losses over the expected life of the loan portfolio based on a CECL model.
We maintain an allowance for credit losses that we believe is a reasonable estimate of the expected losses over the expected life of the loan portfolio based on a CECL model as of the corresponding balance sheet date.
Clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding. Checking and savings account balances and other forms of client deposits, including uninsured deposits, could decrease if clients perceive alternative investments as providing superior expected returns. We regularly perform liquidity stress testing and sensitivity analyses of deposit assumptions.
Clients could pursue alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding. Checking and savings account balances and other forms of client deposits, including uninsured deposits, could decrease if clients perceive alternative investments as providing superior expected returns.
Additionally, the banking regulators and applicable laws and regulations may restrict our ability to engage in acquisitions under certain circumstances. Our accounting policies and processes are critical to how we report our financial condition and results of operations.
Additionally, the banking regulators and applicable laws and regulations may restrict our ability to engage in acquisitions under certain circumstances. Our accounting policies and processes are critical to how we report our financial condition and results of operations. They require management to make estimates about matters that are uncertain.
Management estimates the allowance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience paired with economic forecasts provide the basis for the quantitatively modeled estimation of expected credit losses.
Management estimates the allowance using relevant available information from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience paired with economic forecasts provide the basis for the quantitatively modeled estimation of expected credit losses. CECL estimates are sensitive to economic forecast assumptions, including unemployment, interest rates, and property valuations.
Despite the security measures we have in place, our facilities and systems, and those of our third party service providers, may be vulnerable to security breaches, acts of fraud, acts of vandalism, computer viruses, malware, ransomware, theft of information, misplaced or lost data, programming and/or human errors, or other similar events.
Despite the security measures we have in place, our facilities and systems, and those of our third party service providers, may be vulnerable to security breaches, acts of fraud, acts of vandalism, computer viruses, malware, ransomware, theft of information, misplaced or lost data, programming and/or human errors, or other similar events. 17 TABLE OF CONTENTS Ransomware actors continue to affect the sector by targeting banks and their third parties.
Changes to our tax liability could have a material effect on our results of operations. In addition, our customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by our customers may affect our deposit levels and composition and customers' demand for loans and other products and services.
In addition, our customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by our customers may affect our deposit levels and composition and customers' demand for loans and other products and services.
Further, many of our competitors have greater resources to 22 TABLE OF CONTENTS develop these and other new technologies without reliance on third party vendors or developers, which can reduce their costs and exposure to third party risks, which could put us at a competitive disadvantage. Failure to attract and/or retain key employees could impact our business operations.
Further, many of our competitors have greater resources to develop these and other new technologies without reliance on third party vendors or developers, which can reduce their costs and exposure to third party risks, which could put us at a competitive disadvantage.
They require management to make estimates about matters that are uncertain. 24 TABLE OF CONTENTS Accounting policies and processes are fundamental to how we record and report our financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and processes so they comply with U.S. GAAP.
Accounting policies and processes are fundamental to how we record and report our financial condition and results of operations. Management must exercise judgment in selecting and applying many of these accounting policies and processes so they comply with U.S. GAAP.
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks. Financial institutions are facing increasing scrutiny from customers, regulators, investors, and other stakeholders related to their environmental, social and governance (ESG) practices and disclosure.
Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks. Financial institutions continue to face evolving expectations from customers, regulators, investors, and other stakeholders regarding environmental, social, governance, and sustainability-related practices and disclosures.
This can lead to a detrimental impact on our financial condition and the results of our operations. Our loan portfolio and investments in mortgage-backed securities consist of a significant number of loans secured by real estate and other assets, the value of which can be affected by national and local market conditions.
Our loan portfolio and investments in mortgage-backed securities consist of a significant number of loans secured by real estate and other assets, the value of which can be affected by national and local market conditions.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for certain forward looking statements.) Risks Related to Economic and Market Conditions Weakness in the economy and governmental policies, whether or not adopted in response to economic conditions such as inflation, may adversely affect us.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional discussion of forward looking statements that could result in a material effect on our financial condition, results of operations, business and prospects.) Risks Related to Economic and Market Conditions Weakness in the economy and governmental policies, whether or not adopted in response to economic conditions such as inflation, may adversely affect us.
However, significant and/or sustained declines in First Financial’s market capitalization, especially in relation to First Financial’s book value, could be an indication of potential impairment of goodwill. 23 TABLE OF CONTENTS Other considerations that factor into the aggregate estimated fair value of the reporting unit include forecasts of revenues and expenses derived from internal management projections for a period of five years, changes in working capital estimates, company specific discount rate derived from a rate build up approach, externally sourced bank peer group market multiples and externally sourced bank peer group change in control premium, all of which are highly subjective and require significant management judgment.
Other considerations that factor into the aggregate estimated fair value of the reporting unit include forecasts of revenues and expenses derived from internal management projections for a period of five years, changes in working capital estimates, company specific discount rate derived from a rate build up approach, externally sourced bank peer group market multiples and externally sourced bank peer group change in control premium, all of which are highly subjective and require significant management judgment.
We adjust our quantitative model, as necessary, to reflect conditions not already considered by such model. Our estimates of the risk of loss and amount of loss on any loan are complicated by the significant uncertainties surrounding our borrowers’ abilities to successfully execute their business models through changing economic environments, competitive challenges and other factors.
Our estimates of the risk of loss and amount of loss on any loan are complicated by the significant uncertainties surrounding our borrowers’ abilities to successfully execute their business models through changing economic environments, competitive challenges and other factors.
For more details regarding the potential impacts of weakness in other financial institutions, see the Risk Factor titled “ Our financial condition, results of operations, and stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions. ” on page 22.
For more details regarding the potential impacts of weakness in other financial institutions, see the Risk Factor titled “Our financial condition, results of operations, and stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions.” The fiscal and monetary policies of the United States government and its agencies could have an effect on our earnings.
If such events or circumstances were to occur, it could result in a potential loss of revenue, increase in costs and have an effect on our business, results of operations and financial condition. Our allowance for credit losses may prove to be insufficient to absorb losses in our loan portfolio.
If such events or circumstances were to occur, it could result in a potential loss of revenue and increase in recovery costs which could have an effect on our financial condition, results of operations and business.
If we are not successful in implementing the new technologies, or otherwise do not realize the intended efficiency and cost benefits of the implementation of new technologies, we may be unable to recover the costs incurred during the implementation.
Our success depends in part on recognizing the potential of new technology that can be implemented to achieve these benefits. If we are not successful in implementing the new technologies, or otherwise do not realize the intended efficiency and cost benefits of the implementation of new technologies, we may be unable to recover the costs incurred during the implementation.
FinTechs and other new technologies seek to complete financial transactions without banks or by utilizing banks that are not dependent on having physical branches in a customer’s market area.
FinTechs and other new technologies seek to complete financial transactions without banks or by utilizing banks that are not dependent on having physical branches in a customer’s market area, or embed financial services into non-bank platforms which could reduce customer reliance on traditional banking services.
When clients move money out of bank deposits in favor of alternative investments or to alternative financial services providers, we can lose a relatively inexpensive source of funds, increasing our funding costs, and impacting the results of our operations. Sound liquidity risk management, including processes that ensure sufficient committed capacity to meet contingent liquidity needs, remains critical.
When clients move money out of bank deposits in favor of alternative investments or to alternative financial services providers, we can lose a relatively inexpensive source of funds, increasing our funding costs, and impacting the results of our operations.
Furthermore, we may not be insured against all types of losses as a result of third-party failures, and our insurance coverage may be inadequate to cover all losses resulting from system failures or other disruptions.
Furthermore, we may not be insured against all types of losses as a result of third-party failures, and our insurance coverage may be inadequate to cover all losses resulting from system failures or other disruptions. Failures in our business infrastructure could interrupt our operations, cause reputational harm, increase the costs of doing business and impact the results of our operations.
A sudden or unexpected increase in liquidity needs could strain our resources and negatively impact our financial position. • Regulatory risk: Our capital markets activities are subject to extensive regulatory oversight and compliance requirements.
Sudden increases in collateral or margin requirements during periods of market volatility may create additional liquidity needs, which could strain our resources and negatively impact our financial position. • Regulatory risk: Our capital markets activities are subject to extensive regulatory oversight and compliance requirements.
Failures in our business infrastructure could interrupt our operations, cause reputational harm, increase the costs of doing business and impact the results of our operations. 18 TABLE OF CONTENTS Unauthorized use or disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, or other breaches in the security of our systems could harm our business.
Unauthorized use or disclosure of sensitive or confidential client or customer information, whether through a breach of our computer systems or otherwise, or other breaches in the security of our systems could harm our business.
The Bank makes certain projections and develops plans and strategies for its banking and financial products. If we do not accurately forecast demand for our banking and financial products, it could result in us incurring significant expenses without the anticipated increases in revenue, which could result in a material effect on the Bank’s business, capital, and/or results of our operations.
If we do not accurately forecast demand for our banking and financial products or if technology conversion challenges and/or customer attrition risks delay realization of expected benefits from acquisitions or branch purchases, it could result in us incurring significant expenses without the anticipated increases in revenue, which could result in a material effect on the Bank’s business, capital, and/or results of our operations.
A material breach of customer data security at a service provider's site may negatively impact our business reputation and cause a loss of customers, result in increased expense to contain the event and/or require that we provide credit monitoring services for affected customers, result in regulatory fines and sanctions, and possibly litigation.
Increased use of artificial intelligence (AI) by vendors can further increase the risks of a cybersecurity breach, as discussed in the Risk Factor titled “ The increased use and capacity of AI, Generative AI, large language models (LLMs), and AI agents by customers, vendors and competitors increases risks to our business. ” A material breach of customer data security at a service provider's site may negatively impact our business reputation and cause a loss of customers, result in increased expense to contain the event and/or require that we provide credit monitoring services for affected customers, result in regulatory fines and sanctions, and possibly litigation.
There have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as customers to initiate wire and automated clearinghouse transactions out of customer accounts. There have also been increased instances of scammers who target clients to gain access to their accounts to conduct transactions or convince customers to initiate transactions for the scammers’ benefit.
There have been instances where financial institutions have been victims of fraudulent activity in which criminals pose as customers to initiate wire and automated clearinghouse transactions out of customer accounts.
As of December 31, 2024, we had indebtedness of $1.1 billion which was a decrease from $1.3 billion in 2023 in large part due to an increase in deposits. If deposits were to decrease, we may need to incur additional indebtedness to ensure that we have adequate levels of liquidity.
As of December 31, 2025, we had indebtedness of $1.2 billion which was an increase from $1.1 billion in 2024. This increase was primarily a result of the Company's overall balance sheet management strategies subsequent to the Westfield acquisition. If deposits were to decrease, we may need to incur additional indebtedness to ensure that we have adequate levels of liquidity.
Our revenues derived from investment securities may be volatile and subject to a variety of risks. We generally maintain investment securities and trading positions in the fixed income markets.
Accordingly, because of the inherent limitations in management's system of controls, misstatements due to error or fraud may occur and not be detected. 24 TABLE OF CONTENTS Our revenues derived from investment securities may be volatile and subject to a variety of risks. We generally maintain investment securities and trading positions in the fixed income markets.
We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, property, franchise, withholding and ad valorem taxes. The new Presidential administration has stated that it will look at possibly changing tax laws during the President's term in office. Changes to these tax laws can impact our tax liability and the tax liabilities of our customers.
We are subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, property, franchise, withholding and ad valorem taxes. Changes to these tax laws can impact our tax liability and the tax liabilities of our customers. Changes to our tax liability could have a material effect on our results of operations.
While we do not expect these losses to continue in 2025, these losses are an example of losses experienced as a result of volatility in revenues derived from investment securities. Risks Related to the Legal and Regulatory Environment We operate in a highly regulated industry and compliance with regulations and/or regulatory actions could impact the results of our operations.
Risks Related to the Legal and Regulatory Environment We operate in a highly regulated industry and compliance with regulations and/or regulatory actions could impact the results of our operations.
Continued increases in our classified asset balances and/or an increase in loan defaults may also increase our costs associated with servicing these loans, foreclosing on properties and costs of property maintenance on foreclosed properties .
Absent the impact from Westfield, classified assets declined $9.0 million during 2025 as resolutions of classified assets outpaced downward credit migration during the period. Any increases in our classified asset balances and/or an increase in loan defaults may also increase our costs associated with servicing these loans, foreclosing on properties and costs of property maintenance on foreclosed properties.
To enhance liquidity, we may borrow under credit facilities or from other sources. Turbulence in the capital and credit markets may cause many lenders and institutional investors to reduce or cease to provide funding to borrowers and, as a result, we may not be able to further increase liquidity through additional borrowings under these market conditions.
Turbulence in the capital and credit markets may cause many lenders and institutional investors to reduce or cease to provide funding to borrowers and, as a result, we may not be able to further increase liquidity through additional borrowings under these market conditions. 19 TABLE OF CONTENTS Limitations on our ability to receive dividends from our subsidiaries or an inability to increase liquidity through additional borrowings, or inability to maintain, renew or replace existing credit facilities, could have a material effect on our liquidity and on our ability to pay dividends on our common shares and interest and principal on our debt.
These competitive pressures could result in the loss of fee income and client deposits, increase our funding costs and impact our financial condition and results of our operations. Maintaining or increasing market share depends on market acceptance and regulatory approval of new products and services.
These competitive pressures could result in the loss of fee income and client deposits, increase our funding costs and impact our financial condition and results of our operations. Failure to keep pace or successfully adopt new technologies could adversely affect the results of our operations.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in management's system of controls, misstatements due to error or fraud may occur and not be detected.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls.
Ransomware actors continue to affect the sector by targeting banks and their third parties. These attacks have the potential to affect banks and market operations by rendering critical data inaccessible as well as by threatening the confidentiality of customer data obtained by these bad actors or through data leaks.
These attacks have the potential to affect banks and market operations by rendering critical data inaccessible as well as by threatening the confidentiality of customer data obtained by these bad actors or through data leaks. If information security is breached, information can be lost or misappropriated, resulting in financial loss or costs to us or damages to others.
We adopted CECL in the first quarter of 2020, including the regulatory phase-in. As a result of CECL, our financial results may be negatively affected as soon as weak or deteriorating economic conditions are forecasted and alter our expectations for credit losses.
As a result of CECL, our financial results may be negatively affected as soon as weak or deteriorating economic conditions are forecasted and alter our expectations for credit losses. In 2025, we recorded $36.5 million of provision expense on loans and leases due to net charge-offs and loan portfolio growth.
Consumers can also shop for higher deposit interest rates at banks across the country, which may offer higher rates because they have few or no physical branches and open deposit accounts electronically. Credit unions that compete with us have tas, regulatory and other advantages that allow them to price products and services more competitively.
The rise in technological advances in the financial services industry has led to simpler opportunities for consumers to shop for higher deposit interest rates at banks across the country, which may offer higher rates because they have few or no physical branches and open deposit accounts electronically.
Although we have implemented procedures we believe will reduce the potential effects of changes in interest rates on our results of operations, these procedures may not always be successful. In addition, any substantial or prolonged change in market interest rates could affect our financial condition, results of operations and liquidity.
In addition, any substantial or prolonged change in market interest rates could affect our financial condition, results of operations and liquidity. Local economic factors may adversely affect our business and the results of our operations.
Both remain critical given recent trends in deposit balance and interest rate movements, as well as uncertainty regarding depositor behavior moving forward. Consumers may move money out of bank deposits in favor of other investments, including digital assets or cryptocurrency or money market funds, or into alternative financial services providers.
Digital banking has accelerated deposit mobility and increased liquidity risk. Consumers may move money out of bank deposits in favor of other investments, including digital assets or cryptocurrency or money market funds, or into alternative financial services providers with limited friction in moving assets.
We continue to evaluate these risks on an ongoing basis. Projections for new business initiatives and strategies may prove inaccurate.
Projections for new business initiatives and strategies may prove inaccurate.
In 2024, we recorded $49.2 million of provision expense as our loan portfolio grew and the overall duration of 17 TABLE OF CONTENTS the portfolio extended due slower loan prepayments. Depending upon future circumstances, as well as broader macroeconomic shifts, we may incur significant provision expense for credit losses in future periods.
Depending upon future circumstances, as well as broader macroeconomic shifts, we may incur significant provision expense for credit losses in future periods.
If information security is breached, information can be lost or misappropriated, resulting in financial loss or costs to us or damages to others. Our systems can be rendered inoperable, resulting in our inability to provide service to our customers.
Our systems can be rendered inoperable, resulting in our inability to provide service to our customers.
Such events can impact operational systems operated by us or others on which we rely and can result in an impact to our business operations and subsequent impacts to our financial condition and results of operations. Misconduct by employees could include negligent, fraudulent, improper, or unauthorized activities on behalf of clients or improper use of confidential information.
Such events can impact operational systems operated by us or others on which we rely and can result in an impact to our business operations and subsequent impacts to our financial condition and results of operations. In addition, continuing cyberattacks and current geopolitical tensions highlight the importance of heightened threat monitoring and safeguarding against disruptive attacks targeting the financial sector.
The loss of one or more of these large clients would adversely affect the revenue derived from Bannockburn. • Market risk: Foreign currency and commodities transactions expose us to market risk, including fluctuations in foreign exchange rates, interest rates, and commodity prices.
The loss of one or more of these large clients would adversely affect the revenue derived from Bannockburn.
The fluctuations in national, regional and local economic conditions, including those related to local residential, commercial real estate and construction markets, may result in increased charge-offs and, consequently, reduce our net income. These fluctuations are not predictable, cannot be controlled and may have a material impact on our operations and financial condition even if other favorable events occur.
A slowing labor market, declining savings, higher interest rates and sticky inflation could cause financial stress to consumers and slacken consumption. The fluctuations in national, regional and local economic conditions, including those related to local residential, commercial real estate and construction markets, may result in increased charge-offs and, consequently, reduce our net income.
Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards could negatively impact our reputation, ability to do business with certain partners, access to capital, the results of our operations and the price of our common shares. General Risk Factors Weaknesses of other financial institutions could affect us.
Adapting to changing regulatory requirements and stakeholder expectations, as well as managing risks associated with environmental and social developments, may increase operational and compliance costs, affect relationships with customers or business partners, and could adversely impact our reputation, access to capital, financial condition, and results of operations. General Risk Factors Weaknesses of other financial institutions could affect us.
Changes in Federal Reserve Board policies are beyond our control and difficult to predict; consequently, the impact of these changes on our activities and results of operations is difficult to predict. Changes in tax laws could affect our performance.
Federal Reserve policy decisions and related market reactions may adversely affect borrowers’ repayment capacity and asset valuations, and because such policies and leadership developments are beyond our control and difficult to predict, their impact on our financial condition and results of operations remains uncertain. Changes in tax laws could affect our performance.
Additionally, implementation of certain new technologies, such as artificial intelligence, machine learning and other large language models and similar technologies, can expose us to new or increased operational risks, including risks related to our system of internal controls. The implementation of these new technologies may have unintended consequences due to their limitations or failure to use and implement them effectively.
The implementation of these new technologies may have unintended consequences due to their limitations or failure to use and implement them effectively.
Although we have policies and procedures in place to verify the authenticity of our customers, we cannot assure that such policies and procedures will prevent all fraudulent transfers. Such activity can result in financial liability to us and/or our customers and harm to our reputation and impact the results of our operations.
Although we have commercially reasonable policies and procedures in place to verify the authenticity of our customers, we cannot assure that such policies and procedures will prevent all fraudulent transfers. AI tools may also be utilized by bad actors to increase the sophistication and speed of cyberattacks and fraud attempts.
This scenario of higher short-term interest rates for a longer period than currently anticipated by market participants (“higher for longer”), along with other factors, could also result in higher delinquencies and greater charge-offs in future periods, which could materially affect our financial condition and results of operations.
A scenario in which short-term interest rates remain elevated for longer than currently anticipated, or rise again in response to inflation or other macroeconomic developments, could increase stress on borrowers, potentially leading to higher delinquencies and charge-offs and adversely affecting our financial condition and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−0 removed15 unchanged
Biggest changeCyber risk mitigation includes effectively identifying, protecting against, detecting, responding to, and recovering from cyber threats. The Company’s cybersecurity program is overseen by its Chief Information Security and Privacy Officer (the “CISO”). The Company’s CISO has over 25 years of experience in information security and technology governance, risk, and compliance, including a previous CISO position at a large regional bank.
Biggest changeCyber risk mitigation includes effectively identifying, protecting against, detecting, responding to, and recovering from cyber threats. 27 TABLE OF CONTENTS The Company’s cybersecurity program is overseen by its Chief Information Security and Privacy Officer (the “CISO”).
More complete reporting is then provided to the ERMC and the Board Risk Committee during regularly scheduled quarterly meetings.
More complete reporting is then provided to the ERMC and the Board Risk Committee during regularly scheduled quarterly meetings. 28 TABLE OF CONTENTS
Operational capability, including cyber defense, vulnerability management, and third-party risk management. b. Risk assessments, including GLBA assessments and attack simulations. 28 TABLE OF CONTENTS c. Program maturity, i ncluding the NIST Cybersecurity Framework (CSF) and the Federal Financial Institutions Examination’s Council’s (FFIEC) maturity framework. d. Internal and External Audit, including external assessments, internal audit results, and regulator exam results.
Operational capability, including access management, cyber defense, vulnerability management, and third-party risk management. b. Risk assessments, including GLBA assessments, penetration assessments and attack simulations. c. Program maturity, leveraging the NIST Cybersecurity Framework. d. Internal and External Audit, including external assessments, internal audit results, and regulator exam results.
The Company’s CISO has also held leadership roles in enterprise risk management and internal audit for large financial service organizations, as well as at a global audit, assurance, and advisory firm.
The Company’s CISO has over 25 years of experience in information security and technology governance, risk, and compliance, including a previous CISO position at a large regional bank. The Company’s CISO has also held leadership roles in enterprise risk management and internal audit for large financial service organizations, as well as at a global audit, assurance, and advisory firm.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed0 unchanged
Biggest changeIn addition, we operate our Commercial Finance division, responsible for our insurance lending business and franchise lending business, from a non-banking center location in Indiana.
Biggest changeIn addition, we operate our Commercial Finance division, responsible for our insurance lending business and franchise lending business, from a non-banking center location in Indianapolis, Indiana, our leasing business from a non-banking center location in Mason, Ohio, and our insurance premium finance division from a non-banking center in Lincolnshire, Illinois.
First Financial's executive office is a leased facility located in Cincinnati, Ohio and we operate 54 banking centers in Ohio, three banking centers in Illinois, 59 banking centers in Indiana and 11 banking centers in Kentucky.
First Financial's executive office is a leased facility located in Cincinnati, Ohio and we operate 62 banking centers in Ohio, three banking centers in Illinois, 58 banking centers in Indiana and 11 banking centers in Kentucky.
Item 2. Properties. At December 31, 2024, the Company operated 127 full service banking centers, 22 of which are leased facilities. Our core banking operating markets are located within the four state region of Ohio, Indiana, Kentucky and Illinois.
Item 2. Properties. At December 31, 2025, the Company operated 134 full service banking centers, 28 of which are leased facilities. Our core banking operating markets are located within the four state region of Ohio, Indiana, Kentucky and Illinois.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed3 unchanged
Biggest changeWhile the ultimate liability with respect to these other litigation matters and claims cannot be 29 TABLE OF CONTENTS determined at this time, we believe that damages, if any, and other amounts relating to pending matters, such as costs, are not likely to be material to our consolidated financial position or results of operations.
Biggest changeWhile the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, we believe that damages, if any, and other amounts relating to pending matters, such as costs, are not likely to be material to our consolidated financial position or results of operations.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

16 edited+6 added−4 removed10 unchanged
Biggest changeIn December 2023 the Board authorized a new two-year plan effective January 1, 2024, that provides for the purchase of up to 5,000,000 shares of the common stock of the Company (the “2024 Stock Repurchase Plan”). The Company did not purchase any shares under the 2024 Stock Repurchase Plan in the fourth quarter of 2024.
Biggest change(c) Issuer Purchases of Equity Securities In December 2023, the Board authorized a two-year stock repurchase plan effective January 1, 2024, that provides for the purchase of up to 5,000,000 shares of the common stock of the Company (the “2024 Stock Repurchase Plan”).
Oak Street Funding is a specialty finance company engaged in lending to insurance agencies, registered investment advisors, certified public accountants, energy and indirect auto financing companies. First Franchise Capital Corporation lends to restaurant franchises. Mr. Dennen is a certified public accountant. Karen B. Woods - Karen Woods serves as General Counsel and Chief Administrative Officer of First Financial.
Oak Street Funding is a specialty finance company engaged in lending to insurance agencies, registered investment advisors, certified public accountants, energy and indirect auto financing companies. First Franchise Capital Corporation lends to restaurant franchises. Mr. Dennen is a certified public accountant (inactive). Karen B. Woods - Karen Woods serves as General Counsel and Chief Administrative Officer of First Financial.
Neeley is responsible for the launch and evolution of the First Financial brand, the introduction of the Premier Business Bank acquisition strategy, the advancement of sales and enterprise customer relationship management processes, and development of a formalized strategic planning program. Ms.
Neeley is responsible for the launch and evolution of the First Financial brand, the introduction of the Premier Business Bank strategy, the advancement of sales and enterprise customer relationship management processes, and development of a formalized strategic planning program. Ms.
For further information see Note 3 - Restrictions on Cash and Dividends in the Notes to Consolidated Financial Statements of First Financial's 2024 Annual Report to Shareholders (included as Exhibit 13 of this report), which is incorporated by reference in response to this item.
For further information see Note 3 - Restrictions on Cash and Dividends in the Notes to Consolidated Financial Statements of First Financial's 2025 Annual Report to Shareholders (included as Exhibit 13 of this report), which is incorporated by reference in response to this item.
Woods was a partner at Krieg DeVault LLP in Indianapolis, Indiana where her practice focused on representing financial institutions and corporate clients. Ms. Woods previously served as a judicial law clerk to the Honorable John G. Baker, Indiana Court of Appeals. William R.
Woods was a partner at Krieg DeVault LLP in Indianapolis, Indiana where her practice focused on representing financial institutions and corporate clients. Ms. Woods previously served as a judicial law clerk to the Honorable John G. Baker, Indiana Court of Appeals. 30 TABLE OF CONTENTS William R.
Harrod - Bill Harrod is the Chief Credit Officer of First Financial, a role he has held since October 2017. He is responsible for managing and monitoring the loan portfolio and other related credit functions in a risk appropriate manner 31 TABLE OF CONTENTS including underwriting, approval, and collections. Mr.
Harrod - Bill Harrod is the Chief Credit Officer of First Financial, a role he has held since October 2017. He is responsible for managing and monitoring the loan portfolio and other related credit functions in a risk appropriate manner including underwriting, approval, and collections. Mr.
The officers are elected annually at the organizational meeting of the board of directors and serve until the next organizational meeting, or until their successors are elected and duly qualified. Position with First Financial Bancorp Age Archie M. Brown President and Chief Executive Officer 64 James M. Anderson EVP, Chief Financial Officer and Chief Operating Officer 53 Richard S.
The officers are elected annually at the organizational meeting of the board of directors and serve until the next organizational meeting, or until their successors are elected and duly qualified. Position with First Financial Bancorp Age Archie M. Brown President and Chief Executive Officer 65 James M. Anderson EVP, Chief Financial Officer and Chief Operating Officer 54 Richard S.
(a) Market information, holders, dividends First Financial's common shares are listed on The NASDAQ Global Select Stock Market® under the symbol "FFBC." As of February 19, 2025, our common shares were held by approximately 3,453 shareholders of record, a number that does not include beneficial owners who hold shares in “street name,” or shareholders from previously acquired companies that have not exchanged their stock.
(a) Market information, holders, dividends First Financial's common shares are listed on The NASDAQ Global Select Stock Market® under the symbol "FFBC." As of February 18, 2026, our common shares were held by approximately 3,767 shareholders of record, a number that does not include beneficial owners who hold shares in “street name,” or shareholders from previously acquired companies that have not exchanged their stock.
Item 4. Mine Safety Disclosures. Not applicable. 30 TABLE OF CONTENTS Supplemental Item. Information About Our Executive Officers. The following table sets forth information concerning the executive officers of First Financial as of February 19, 2025. The executive officers perform policy-making functions for First Financial.
Item 4. Mine Safety Disclosures. Not applicable. 29 TABLE OF CONTENTS Supplemental Item. Information About Our Executive Officers. The following table sets forth information concerning the executive officers of First Financial as of February 18, 2026. The executive officers perform policy-making functions for First Financial.
At December 31, 2024, no stock options and 1,002,461 shares of restricted stock were outstanding. Additional information about stock options, restricted stock and restricted stock units is included in Note 21 - Stock Options and Awards in the Notes to Consolidated Financial Statements in First Financial’s 2024 Annual Report to Shareholders and in Item 12 below.
At December 31, 2025, there were no stock options outstanding and there were 858,295 shares of restricted stock outstanding. Additional information about stock options, restricted stock and restricted stock units is included in Note 21 - Stock Options and Awards in the Notes to Consolidated Financial Statements in First Financial’s 2025 Annual Report to Shareholders and in Item 12 below.
Stock Performance Graph The stock performance graph contained in “Total Return to Shareholders” of First Financial's 2024 Annual Report to Shareholders (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item. (b) Unregistered Sales of Equity Securities and Use of Proceeds None.
Stock Performance Graph The stock performance graph contained in “Total Return to Shareholders” of First Financial's 2025 Annual Report to Shareholders (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item.
Dennen EVP, Chief Corporate Banking Officer 58 Karen B. Woods EVP, General Counsel and Chief Administrative Officer 56 William R. Harrod EVP, Chief Credit Officer 57 Amanda N. Neeley EVP, Chief Consumer Banking and Strategy Officer 44 Gregory A.
Dennen EVP, Chief Corporate Banking Officer 59 Karen B. Woods EVP, General Counsel and Chief Administrative Officer 57 William R. Harrod EVP, Chief Credit Officer 58 Amanda N. Neeley EVP, Chief Consumer Banking and Strategy Officer 45 Gregory A. Harris President, Yellow Cardinal Advisory Group 57 Matthew D.
Prior to joining First Financial, Greg served in various leadership capacities at Touchstone Investments, an institutional mutual fund management company and Fund Project Services, Inc., a financial services M&A integration firm he co-founded in 1998.
Prior to joining First Financial, Greg served in various leadership capacities at Touchstone Investments, an institutional mutual fund management company and Fund Project Services, Inc., a financial services M&A integration firm he co-founded in 1998. He began his career at Fifth Third Bank as a product manager within the bank's Trust and Investment business. Matthew D.
Harris President, Yellow Cardinal Advisory Group 56 The following is a brief description of the business experience over the past five years of the individuals named above. Archie M.
Reckman Chief Commercial Banking Officer 47 The following is a brief description of the business experience over the past five years of the individuals named above. Archie M.
Dennen - Rick Dennen became the Chief Corporate Banking Officer of First Financial in 2021, and is currently responsible for all national commercial businesses of the Bank including business capital and the foreign exchange business. Mr.
Dennen - Rick Dennen became the Chief Corporate Banking Officer of First Financial in 2021, and is currently responsible for the Bank’s Specialty Banking lines of business, which include Corporate Banking, ESOP, Structured Capital, Food and Agribusiness, Investment Commercial Real Estate, Bannockburn Global Forex, Oak Street Funding, and First Franchise Capital.
He began his career at Fifth Third Bank as a product manager within the bank's Trust and Investment business. 32 TABLE OF CONTENTS PART II Item 5 . Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Matt has more than 25 years of commercial banking experience. Prior to joining First Financial, he was a commercial relationship manager at both Huntington Bank and US Bank. 31 TABLE OF CONTENTS PART II Item 5 . Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Removed
Dennen remains the CEO of First Commercial Finance, a division of First Financial Bank, which operates under two subsidiaries of the Bank, Oak Street Funding and First Franchise Capital Corporation, a role he has held since 2015.
Added
Reckman - Matt Reckman serves as the Chief Commercial Banking Officer of First Financial, where he oversees and drives the execution of the Bank’s commercial banking strategy across its entire footprint. Since joining First Financial in 2015 as a business development officer, Matt has held pivotal roles, including serving as a market president.
Removed
(c) Issuer Purchases of Equity Securities In December 2018 the Board approved a stock repurchase plan pursuant to which the Company was authorized to repurchase up to 5,000,000 shares of common stock through December 31, 2020 (the 2018 Stock Repurchase Plan).
Added
(b) Unregistered Sales of Equity Securities and Use of Proceeds On November 1, First Financial issued 2,753,094 shares of our common stock (the “Stock Consideration”) in accordance with the terms and subject to the conditions set forth in the Stock Purchase Agreement (the “Purchase Agreement”), by and between First Financial and OFIC, dated as of June 23, 2025.
Removed
On December 22, 2020, the Board announced that it had authorized a new, two-year stock repurchase plan (the 2020 Stock Repurchase Plan) that provided for the purchase of up to 5,000,000 additional shares of common stock of the Company. The 2020 Stock Repurchase Plan became effective January 1, 2021, upon the expiration of the 2018 Stock Repurchase Plan.
Added
The Closing, as defined in the Purchase Agreement, occurred on November 1, 2025, and delivery of the Stock Consideration to OFIC was effected on November 3, 2025, which was the first business day following the Closing.
Removed
The Board announced on January 27, 2022, that the 2020 Stock Repurchase Plan was terminated effective December 31, 2021, and replaced with a new plan effective January 1, 2022 (the 2022 Stock Repurchase Plan). The 2022 Stock Repurchase Plan authorized the purchase of up to 5,000,000 shares of common stock and expired on December 31, 2023.
Added
The offer and sale of the Stock Consideration was made to persons who are “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Securities Act.
Added
The offer and sale of the Company Stock is being made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.
Added
The Company did not purchase any shares under the 2024 Stock Repurchase Plan in the fourth quarter of 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 7. Management's Discussion and Analysis of Financial Condition and Results Of Operations. The information contained in the Management’s Discussion and Analysis section (including certain forward looking statements) of First Financial’s 2024 Annual Report to Shareholders (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.
Biggest changeItem 7. Management's Discussion and Analysis of Financial Condition and Results Of Operations. The information contained in the Management’s Discussion and Analysis section (including certain forward looking statements) of First Financial’s 2025 Annual Report to Shareholders (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed1 unchanged
Biggest changeThe information contained in the Market Risk section and in Table 20 - Market Risk Disclosure of the Management’s Discussion and Analysis section, both of which are in First Financial's 2024 Annual Report to Shareholders (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item. 33 TABLE OF CONTENTS
Biggest changeThe information contained in the Market Risk section and in Table 20 - Market Risk Disclosure of the Management’s Discussion and Analysis section, both of which are in First Financial's 2025 Annual Report to Shareholders (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item. 32 TABLE OF CONTENTS

Other FFBC 10-K year-over-year comparisons