{"url_path":"/sec/ffbc/8-k/2026-07-21/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and","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":2227,"has_tables":true,"body_markdown":"**Item 9.01 Financial Statements and\nExhibits.**\n\n \n\n(d) Exhibits\n\n \n\nExhibit\n\nNo. \nDescription\n\n[2.1*](tm2620858d1_ex2-1.htm) \n[Agreement and Plan of Merger by and between First Financial Bancorp. and Finward Bancorp, dated as of July 21, 2026](tm2620858d1_ex2-1.htm)\n\n[99.1](tm2620858d1_ex99-1.htm) \n[First Financial Bancorp. Press Release announcing earnings and execution of the Merger Agreement dated July 21, 2026](tm2620858d1_ex99-1.htm)\n\n[99.2](tm2620858d1_ex99-2.htm) \n[Investor Presentation Materials, dated July 21, 2026](tm2620858d1_ex99-2.htm)\n\n104  \nCover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)\n\n \n\n*Schedules to the Merger\nAgreement have been omitted. A copy of any omitted schedule will be furnished supplementally to the SEC upon its request.\n\n \n\n \n\n \n\n \n\n**Cautionary Note Regarding\nForward-Looking Statements**\n\n** **\n\nCertain statements in this current report constitute “forward-looking\nstatements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,\nas amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated\nthereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited\nto, (a) statements regarding the Company’s operations, such as (i) our future operating or financial performance, including revenues,\nincome or loss and earnings per share, (ii) future common stock dividends, (iii) our capital structure, including future capital levels,\n(iv) our plans, objectives and strategies, and (v) the assumptions that underlie our forward-looking statements; and (b) statements regarding\nthe proposed transaction, such as (i) statements regarding the outlook and expectations of the Company and Finward, respectively, with\nrespect to the proposed transaction, (ii) the strategic benefits and financial benefits of the proposed transaction, including the expected\nimpact of the proposed transactions on the combined company’s future financial performance (including anticipated accretion to earnings\nper share, the tangible book value earn-back period and other operating and return metrics), (iii) the timing of the closing of the proposed\ntransaction, and (iv) the ability to successfully integrate the combined businesses. Such statements are often characterized by the use\nof qualifying words (and their derivatives) such as “may,” “will,” “anticipate,” “could,”\n“should,” “would,” “believe,” “contemplate,” “expect,” “estimate,”\n“continue,” “plan,” “project” and “intend,” as well as words of similar meaning or other\nstatements concerning opinions or judgment of the Company or Finward or their respective management about future events. Forward-looking\nstatements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult\nto predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from\nanticipated results expressed or implied by such forward-looking statements. Any reference to forward-looking statements by Finward herein\nis solely related to the proposed transaction. Such risks, uncertainties and assumptions include, among others, the following:\n\n \n\nRisks, uncertainties and assumptions regarding the Company’s\noperations\n\n \n\n·economic, market, liquidity, credit, interest rate, operational\nand technological risks associated with the Company’s business;\n\n·future credit quality and performance, including our expectations\nregarding future loan losses and our allowance for credit losses;\n\n·the effect of and changes in policies and laws or regulatory agencies, including the Dodd-Frank Wall Street Reform and Consumer Protection\nAct and other legislation and regulation relating to the banking industry;\n\n·management’s ability to effectively execute its business\nplans;\n\n·pursuit of mergers and acquisitions, including costs or difficulties\nrelated to the acquisition and/or integration of any acquired companies;\n\n·the possibility that any of the anticipated benefits of the\nCompany’s prior or contemplated acquisitions will not be realized or will not be realized within the expected time period;\n\n·the effect of changes in accounting policies and practices;\n\n·changes in consumer spending, borrowing and saving and changes\nin unemployment;\n\n·changes in customers’ performance and creditworthiness;\n\n·the costs and effects of litigation and of unexpected or adverse\noutcomes in such litigation;\n\n·current and future economic and market conditions, including\nthe effects of changes in housing prices, fluctuations in unemployment rates, U.S. fiscal debt, budget and tax matters, geopolitical\nmatters, trade and tariff policies, and any slowdown in global economic growth;\n\n·our capital and liquidity requirements (including under regulatory\ncapital standards, such as the Basel III capital standards) and our ability to generate capital internally or raise capital on favorable\nterms;\n\n·financial services reform and other current, pending or future\nlegislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation\nand regulation relating to bank products and services;\n\n·the effect of the current interest rate environment or changes\nin interest rates or in the level or composition of our assets or liabilities on our net interest income, net interest margin and our\nmortgage originations, mortgage servicing rights and mortgage loans held for sale;\n\n·the effect of a fall in stock market prices on our brokerage,\nasset and wealth management businesses;\n\n·a failure in or breach of our operational or security systems\nor infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber attacks;\n\n·the effect of changes in the level of checking or savings account\ndeposits on our funding costs and net interest margin; and\n\n·our ability to develop and execute effective business plans\nand strategies.\n\n \n\nRisks, uncertainties and assumptions regarding the proposed transaction\n\n \n\n·the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate\nthe merger agreement;\n\n \n\n \n\n \n\n \n\n·the failure to obtain necessary regulatory approvals (and the\nrisk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected\nbenefits of the proposed transaction) and the possibility that the proposed transaction does not close when expected or at all because\nrequired regulatory approvals, the approval by Finward’s shareholders, or other approvals and the other conditions to closing are\nnot received or satisfied on a timely basis or at all;\n\n·the outcome of any legal proceedings that may be instituted\nagainst the Company or Finward;\n\n·the possibility that the anticipated benefits of the proposed\ntransaction, including anticipated synergies and strategic gains, are not realized when expected or at all, including as a result of\nchanges in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and\nregulations and their enforcement, and the degree of competition in the geographic and business areas in which the Company and Finward\noperate;\n\n·the possibility that the integration of the two companies\nmay be more difficult, time-consuming or costly than expected;\n\n·the impact of purchase accounting with respect to the proposed\ntransaction, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value\nand credit marks;\n\n·the possibility that the proposed transaction may be more\nexpensive or take longer to complete than anticipated, including as a result of unexpected factors or events;\n\n·the diversion of management’s attention from ongoing\nbusiness operations and opportunities;\n\n·potential adverse reactions of the Company’s or Finward’s\ncustomers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed\ntransaction;\n\n·a material adverse change in the financial condition of the\nCompany or Finward;\n\n·changes in the Company’s share price before closing;\n\n·risks relating to the potential dilutive effect of shares\nof the Company’s common stock to be issued in the proposed transaction;\n\n·general competitive, economic, political and market conditions;\n\n·the ability to retain key employees, management personnel\nand other associates of the Company and Finward following announcement or consummation of the proposed transaction;\n\n·major catastrophes such as earthquakes, floods or other natural\nor human disasters, including infectious disease outbreaks; and\n\n·other factors that may affect future results of the Company\nor Finward, including, among others, changes in asset quality and credit risk; the inability to sustain revenue and earnings growth;\nchanges in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent\nand timing of technological changes; capital management activities; and other actions of the Federal Reserve Board, the Ohio Division\nof Financial Institutions, the Indiana Department of Financial Institutions, and any other state or federal legislative and regulatory\nactions and reforms.\n\n \n\nThese factors are not necessarily all of the factors that could cause\nthe Company, Finward, or the combined company’s actual results, performance or achievements to differ materially from those expressed\nin or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the\nresults of the Company, Finward, or the combined company.\n\n \n\nAlthough each of the Company and Finward believes that its expectations\nwith respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business\nand operations, there can be no assurance that actual results of the Company or Finward (as related to the proposed transaction) will\nnot differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that\ncould cause results to differ materially from those described above can be found in each of the Company’s and Finward’s most\nrecent annual report on Form 10-K for the fiscal year ended December 31, 2025, quarterly reports on Form 10-Q, and other documents subsequently\nfiled by the Company and Finward with the Securities Exchange Commission (“SEC”). The actual results anticipated for the proposed\ntransaction or the Company’s operations may not be realized or, even if substantially realized, they may not have the expected consequences\nto or effects on the Company, Finward or each of their respective businesses or operations. Investors are cautioned not to rely too heavily\non any such forward-looking statements. The Company and Finward urge you to consider all of these risks, uncertainties and other factors\ncarefully in evaluating all such forward-looking statements made by the Company and Finward. Forward-looking statements speak only as\nof the date they are made, and the Company and Finward undertake no obligation to update or clarify these forward-looking statements,\nwhether as a result of new information, future events or otherwise, except to the extent required by applicable law.\n\n \n\n \n\n \n\n** **\n\n**No Offer or Solicitation**\n\n** **\n\nThis current report does\nnot constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval with\nrespect to the proposed transaction between the Company and Finward. No offer of securities shall be made except by means of a prospectus\nmeeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made\nin any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities\nlaws of such jurisdiction.\n\n** **\n\n**Important Additional\nInformation about the Transaction and Where to Find It**\n\n** **\n\nIn connection with the\nproposed transaction, the Company intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”)\nto register the shares of the Company common stock to be issued in connection with the proposed transaction. The Registration Statement\nwill include a proxy statement of Finward and a prospectus of the Company (the “Proxy Statement/Prospectus”), and the Company\nand Finward may file with the SEC other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT\nDECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED\nTRANSACTION IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS\nOR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FINWARD AND THE PROPOSED TRANSACTION\nAND RELATED MATTERS.\n\n \n\nA copy of the Registration\nStatement, Proxy Statement/Prospectus, as well as other filings containing information about the Company and Finward, may be obtained,\nfree of charge, at the SEC’s website (www.sec.gov) when they are filed. Copies of documents filed with the SEC by the Company will\nbe made available free of charge in the “Investor Relations” section of the Company’s website, https://www.bankatfirst.com/about/investor-relations.html.\nCopies of documents filed with the SEC by Finward will be made available free of charge in the “Investor Relations” section\nof Finward’s website, https://investorrelations.ibankpeoples.com/. The information on the Company’s and Finward’s\nwebsites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with\nthe SEC.\n\n \n\n**Participants in Solicitation**\n\n \n\nSeller\nand its directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect\nof the Merger. Information concerning Seller’s participants is set forth in the Proxy Statement, dated April 3, 2026, for Seller’s\n2026 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the participants in the solicitation\nof proxies in respect of the proposed transaction and interests of participants of Seller in the solicitation of proxies in respect of\nthe Merger will be included in the Registration Statement and Proxy Statement/Prospectus to be filed with the SEC. Free copies of these\ndocuments, when available, may be obtained as described in the preceding paragraph. \n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n**FIRST FINANCIAL BANCORP.**\n\n \n\n \nBy:\n/s/ James M. Anderson\n\n \n \nJames M. Anderson\n\n \n \nExecutive Vice President and Chief Financial Officer\n\n \n \n\nDate: July 21, 2026"}