{"url_path":"/sec/ffbc/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/708955/0001104659-26-085424-index.html","accession_number":"0001104659-26-085424","cik":"0000708955","ticker":"FFBC","issuer_name":"FIRST FINANCIAL BANCORP /OH/","edgar_url":"https://www.sec.gov/Archives/edgar/data/708955/0001104659-26-085424-index.html","primary_entity_key":"0000708955","primary_entity_name":"FIRST FINANCIAL BANCORP /OH/"},"word_count":1872,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement**\n\n \n\n*Overview*\n\n* *\n\nOn July 21, 2026, First Financial Bancorp., an Ohio corporation (the\n“Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Finward Bancorp, an Indiana\ncorporation (“Seller” or “Finward”). The Merger Agreement provides that, upon the terms and subject to the conditions\nset forth therein, Seller would merge with and into the Company (the “Merger”), with the Company continuing as the surviving\ncorporation in the Merger. Seller’s wholly owned banking subsidiary, Peoples Bank, an Indiana state-chartered bank (“Seller\nBank”), is expected to merge with and into the Company’s wholly-owned banking subsidiary, First Financial Bank, an Ohio state-chartered\nbank (“First Financial Bank”) (the “Bank Merger”), with First Financial Bank continuing as the surviving bank\nin the Bank Merger.\n\n \n\nThe Merger Agreement has been unanimously approved by the boards of\ndirectors of the Company and Seller. The Merger is expected to close in the fourth quarter of 2026, subject to satisfaction of customary\nclosing conditions, certain of which are described below, including regulatory approvals and approval of Seller’s shareholders.\n\n \n\n*Merger Consideration*\n\n \n\nUpon\nthe terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”),\neach share of common stock, no par value, of Seller, issued and outstanding immediately prior to the Effective Time, will be\nconverted into the right to receive 1.35 shares of common stock, no par value, of the Company (the “Company Common Stock”).\n\n \n\n*Representations and Warranties;\nCovenants; Indemnification*\n\n \n\nThe\nMerger Agreement contains customary representations and warranties from the Company and Seller, and each party has agreed to customary\ncovenants, including, among others, relating to (a) the conduct of its business during the interim period between the execution of\nthe Merger Agreement and the Effective Time, (b) maintenance of its business organization, employees and advantageous business relationships\nand (c) taking no actions that would reasonably be expected to materially adversely affect or materially delay or impair the ability\nto obtain any necessary regulatory or other approvals required to consummate the Merger on a timely basis. Seller has also agreed to call\na meeting of its shareholders to approve the Merger.\n\n \n\nUnder\nthe Merger Agreement, each of the Company and Seller has agreed to use its reasonable best efforts to obtain, as promptly as practicable,\nall consents required to be obtained from any governmental authority or other third party that are necessary or advisable to consummate\nthe transactions contemplated by the Merger Agreement (including the Merger and the Bank Merger). Notwithstanding such general obligation\nto obtain such consents of governmental authorities, neither the Company nor Seller is required or permitted to take any action that would\nreasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving\neffect to the Merger and the Bank Merger (a “Materially Burdensome Regulatory Condition”).\n\n \n\nThe Company has agreed to indemnify and hold harmless each present\nand former director of Seller and its subsidiaries, including Seller Bank, for liabilities resulting from such person’s role as\na director or officer of Seller and its subsidiaries, including Seller Bank. The Company will maintain directors’ and officers’\nliability insurance for such directors and officers for a period of six years after the Effective Time; provided that the Company shall\nnot be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by\nSeller for such insurance.\n\n  \n\n*Closing Conditions*\n\n \n\nThe completion of the Merger is subject\nto customary conditions, including (a) approval of the Merger by Seller’s shareholders,\n(b) authorization for listing on the NASDAQ Stock Market LLC of the shares of the Company Common Stock to be issued in connection\nwith the Merger, subject to official notice of issuance, (c) effectiveness of the Registration Statement on Form S-4 for the\nCompany Common Stock to be issued in the Merger, (d) the receipt of specified governmental consents and approvals that are necessary\nto consummate the transactions contemplated by the Merger Agreement, including from the Board of Governors of the Federal Reserve System\nand the Ohio Department of Commerce, Division of Financial Institutions, and termination or expiration of all applicable waiting periods\nin respect thereof, in each case without the imposition of a Materially Burdensome Regulatory Condition and (e) the absence of any\norder, injunction, decree or other legal restraint preventing the consummation of the Merger or the Bank Merger or making the completion\nof the Merger or the Bank Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary\nconditions, including (x) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (y) performance\nin all material respects by the other party of its obligations under the Merger Agreement and (z) receipt by such party of an opinion\nfrom counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal\nRevenue Code of 1986, as amended.\n\n \n\n \n\n \n\n \n\n*Termination;\nTermination Fee* \n\n \n\nThe Merger Agreement is terminable at any time prior to closing by\nmutual consent of the Company and Seller and in the following limited circumstances: (a) by either the Company or Seller, if the Merger\nis not consummated within one year from the date of the Merger Agreement, (b) by either the Company or Seller if any court or governmental\nauthority takes any final and nonappealable action enjoining, prohibiting or making illegal any of the transactions contemplated by the\nMerger Agreement, (c) by either the Company or Seller if any governmental authority required to approve the transactions contemplated\nby the Merger Agreement has denied such approval and such denial has become final and nonappealable, (d) by the Company if there is an\nuncured (within 45 days of written notice) material breach by Seller that would result in the failure of a closing condition; provided,\nthat the Company is not in material breach of any representation, warranty, obligation, covenant or other agreement under the Merger Agreement,\n(e) by Seller if there is an uncured (within 45 days of written notice) material breach by the Company that would result in the failure\nof a closing condition; provided, that Seller is not in material breach of any representation, warranty, obligation, covenant or other\nagreement under the Merger Agreement, (f) by the Company, before approval of the Merger by Seller’s\nshareholders, if Seller or Seller’s board of directors (i) (A) withholds, withdraws, qualifies or modifies in a manner adverse\nto Company the recommendation that the Merger be approved, (B) fails to make the recommendation in Seller’s proxy statement, (C)\nadopts, approves, recommends or endorses an acquisition proposal (or publicly announces its intention to do so) or (D) fails to publicly\nand without qualification (1) recommend against any acquisition proposal or (2) reaffirm its recommendation to approve the Merger, in\neach case within ten business days (or fewer number of days if less than ten business days prior to the shareholder vote) after an acquisition\nproposal is made public or any request by the Company to do so, (ii) materially breaches its obligations to seek shareholder approval\nor (iii) materially violates the restrictions in the Merger Agreement forbidding certain acquisition proposals or (g) by Seller, before\napproval of the Merger by Seller’s shareholders, in order to enter into a definitive agreement providing a bona fide written proposal\nwith respect to (i) any acquisition or purchase, direct or indirect, of 50% or more of the consolidated assets of Seller and Seller subsidiaries\nor 50% or more of any class of equity or voting securities of Seller or Seller’s subsidiaries, whose assets constitute 50% or more\nof the consolidated assets of Seller, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would\nresult in such third party beneficially owning 50% or more of any class of equity or voting securities of Seller or Seller’s subsidiaries\nwhose assets, individually or in the aggregate, constitute 50% or more of the consolidated assets of Seller or (iii) a merger, consolidation,\nshare exchange, business combination reorganization, recapitalization, liquidation, dissolution or other similar transaction involving\nSeller or Seller’s subsidiaries whose assets, individually or in the aggregate, constitute 50% or more of the consolidated assets\nof Seller, that Seller’s board of directors has determined, in good faith (after consultation with its outside counsel and outside\nfinancial advisors), is more favorable from a financial point of view to Seller’s shareholders than the Merger and the other transactions\ncontemplated by the Merger Agreement; provided, that Seller has complied in all material respects with certain provisions of the Merger\nAgreement.\n\n \n\nThe\nMerger Agreement provides that a termination fee of $9.0 million will be payable by Seller to the Company following termination of the\nMerger Agreement under certain circumstances.\n\n \n\n*Important Statements Regarding\nthe Merger Agreement*\n\n \n\nThe\nforegoing description of the Merger Agreement and the transactions contemplated therein does not purport to be complete and is qualified\nin its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form\n8-K and incorporated herein by reference.\n\n \n\nThe\nrepresentations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and\nwere and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting\nparties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between Seller and\nthe Company instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting\nparties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state\nof affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition,\nsuch representations and warranties (a) will not survive consummation of the Merger and (b) were made only as of the date of the Merger\nAgreement or such other dates as are specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations\nand warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the\nparties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information\nregarding the terms of the Merger Agreement and not to provide investors with any factual information regarding Seller or the Company,\ntheir respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read\nin conjunction with the other information regarding Seller, the Company, their respective affiliates or their respective businesses, the\nMerger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that\nwill include a proxy statement of Seller and a prospectus of the Company, as well as in the Forms 10-K, Forms 10-Q and other filings that\neach of Seller and the Company makes with the Securities and Exchange Commission (the “SEC”)."}