First Financial Bancorp.

    FFBC ·NASDAQ ·National Commercial Banks ·Inc. in OH
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    Item 1.  Business.

    First Financial Bancorp.

    First Financial Bancorp., an Ohio corporation (First Financial or the Company), was formed in 1982.  First Financial is a mid-sized, regional bank holding company headquartered in Cincinnati, Ohio, which has elected to become a financial holding company. References in this Form 10-K to “we,” “us” or “our” refer, as the context requires, to First Financial and its subsidiaries, collectively or to First Financial as the holding company.

    First Financial engages in the business of commercial banking and other banking and banking-related activities through its wholly-owned subsidiary, First Financial Bank (the Bank), which was founded in 1863. Effective December 30, 2016, the Bank converted its charter to an Ohio state chartered bank from a nationally chartered bank.

    The range of banking services provided by First Financial to individuals and businesses includes commercial lending, real estate lending and consumer financing.  Real estate loans are loans secured by a mortgage lien on the real property of the borrower, which may either be residential property (one to four family residential housing units) or commercial property (owner-occupied and/or investor income producing real estate, such as apartments, shopping centers, or office buildings).  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. A full range of trust and wealth management services is also provided through First Financial’s Wealth Management line of business.

    Commercial and industrial loans are made to all types of businesses for a variety of purposes including, but not limited to, inventory, receivables and equipment.  First Financial works with businesses to meet their shorter-term working capital needs while also providing long-term financing for their business plans.  First Financial also offers lease and equipment financing primarily through its wholly-owned subsidiary Summit Funding Group, Inc. (Summit) (discussed below).  Credit risk for lending activities is managed through standardized loan policies, established and authorized credit limits, centralized portfolio management and the diversification of market area and industries.  The overall strength of the borrower is evaluated through the credit underwriting process and includes a variety of analytical activities, including the review of historical and projected cash flows, financial performance, financial strength of the principals and guarantors and collateral values, where applicable.

    Commercial and industrial lending activities also include equipment and leasehold improvement financing for franchisees throughout the U.S., principally in the quick service and casual dining sector.  The underwriting of these loans incorporates basic credit proficiencies combined with knowledge of select franchise concepts to measure the creditworthiness of proposed multi-unit borrowers.  The focus is on a limited number of concepts that we believe have sound economics, lower closure rates, and higher brand awareness within specified local, regional or national markets.  Loan terms for equipment are generally up to 84 months fully amortizing and up to 180 months on real estate-related requests.

    First Financial also offers secured commercial financing throughout the U.S. through two wholly-owned subsidiaries of the Bank, Oak Street Funding LLC (Oak Street) and First Franchise Capital Corporation (First Franchise). Oak Street lends to the insurance industry, registered investment advisors, certified public accountants and indirect auto finance companies, while First Franchise lends to restaurant franchisees. Together, these niche lending activities are driven by acquisitions, ownership transitions and financing general working capital needs.  The underwriting of Oak Street's loans involves analyses of collateral (through use of Oak Street’s proprietary system) that consists of revenue, which is then continuously monitored by Oak Street throughout the life of the loans.

    Commercial real estate loans are secured by a mortgage lien on the real property.  The credit underwriting for both owner-occupied and investor income producing real estate loans includes detailed market analysis, historical and projected cash flow analysis, appropriate equity margins, assessment of lessees and lessors, type of real estate and other analyses.  Market diversification within First Financial’s service area and industry diversification are other means by which First Financial manages the risk.  First Financial does not have a significant exposure to residential builders and developers.

    Certain residential real estate loans originated by the Bank conform to secondary market underwriting standards and are sold within a short timeframe to unaffiliated third parties. The Bank sells these loans with both servicing retained and servicing released, depending on pricing and other market conditions.  The credit underwriting standards adhere to a required level of documentation, verifications, valuation and overall credit performance of the borrower.  The underwriting of these loans
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    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.  These types of loans include new and used vehicle loans, second mortgages on residential real estate and unsecured loans.  Risk elements in the consumer loan portfolio are primarily focused on the borrower’s cash flow and credit history, which are key indicators of the ability to repay.  A level of security is provided through liens on automobile titles and second mortgage liens, where applicable.  Consumer loans are generally smaller dollar amounts than other types of lending and are made to a large number of customers, increasing diversification within the portfolio.  Economic conditions that affect consumers in First Financial’s markets have a direct impact on the credit quality of these loans.  Higher levels of unemployment, lower levels of income growth and weaker economic growth are factors that may adversely impact consumer loan credit quality.

    Home equity lines of credit consist mainly of revolving lines of credit secured by residential real estate.  Home equity lines of credit are generally governed by the same lending policies and subject to the same credit risk mitigants as described previously for residential real estate loans.

    Bannockburn Global Forex (Bannockburn), a division of the Bank, is an industry-leading capital markets firm based in Cincinnati, Ohio, that provides transactional currency payments, foreign exchange hedging, commodities hedging and other advisory products to closely held enterprises, financial sponsors and downstream financial institutions across the United 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. Headquartered in Lincolnshire, IL, Agile originates commercial loans for the payment of annual premiums for property and casualty insurance for businesses. Agile loans are secured by the unearned premium of the insurance policies and have an average original term of approximately ten months.

    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.

    First Financial's executive office is located at 255 East Fifth Street, Suite 2900, Cincinnati, Ohio 45202, and the telephone number is (877) 322-9530.  We maintain a website with the address www.bankatfirst.com. The information contained on our website is not included, a part of or incorporated by reference into this Annual Report on Form 10-K. First Financial makes available its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, free of charge, as soon as reasonably practicable after filing with the Securities and Exchange Commission (SEC), through its website, www.bankatfirst.com under the “Investor Relations” link, under “Financial Reporting.”  Copies of such reports also can be found on the SEC’s website at www.sec.gov.

    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 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. 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. 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. 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. In July 2025, the Company conducted its sixth all-associate engagement
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    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. 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. Reflecting the success of its engagement strategy, First Financial Bank was honored with the Gallup Exceptional Workplace Award in 2025.

    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 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. 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. 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. 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. 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. 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 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. Acquisition accounting adjustments are considered final at December 31, 2025.

    Goodwill arising from the Agile acquisition was $1.8 million and reflects the additional revenue growth expected with the Company's expansion into the insurance premium financing business. First Financial incurred $0.1 million and $0.2 million of expenses related to the Agile acquisition for the years ended December 31, 2025 and December 31, 2024, respectively. The goodwill arising from the Agile acquisition is deductible for income tax purposes. For further detail, see Note 10 – Goodwill and Other Intangible Assets.

    Westfield Bancorp. Inc. On November 1, 2025, First Financial Bancorp acquired Westfield Bancorp, Inc., an Ohio corporation (“Westfield Bancorp”). Upon completion of the transaction, Westfield Bank, FSB, a federal savings bank (“Westfield Bank”), and a wholly owned subsidiary of Westfield Bancorp, merged into First Financial Bank. Pursuant to the Purchase Agreement, First Financial acquired all of the issued and outstanding equity securities of Westfield Bancorp in exchange for a cash payment of $260.0 million and 2,753,094 shares of First Financial common stock, equal to $64.4 million based on First Financial's stock price on the date the transaction, for a total purchase price of $324.4 million.

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    This acquisition supplements First Financial’s existing commercial banking and wealth management presence in Northeast Ohio by adding all of Westfield’s retail banking locations and its commercial lending, insurance agency lending and private banking services. Operating results from the Westfield acquisition have been included in the Consolidated Statements of Income since the acquisition date.

    The Westfield 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 $2.1 billion and $1.9 billion, respectively. Acquisition accounting adjustments are considered preliminary at December 31, 2025. 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.

    Goodwill arising from the Westfield acquisition was $91.9 million and reflects the additional revenue growth expected with the Company's expansion into the insurance premium financing business. The goodwill arising from the Westfield acquisition is nondeductible for income tax purposes. For further detail, see Note 10 – Goodwill and Other Intangible Assets.

    First Financial incurred $5.8 million of expenses related to the Westfield acquisition for the year ended December 31, 2025.

    BankFinancial Corporation. In August 2025, the Company entered into an Agreement and Plan of Merger with BankFinancial Corporation, a Maryland corporation (“BankFinancial Corporation”). The transaction was completed subsequent to the end of the year, effective January 1, 2026, at which time BankFinancial, National Association, a national banking association, and a wholly owned subsidiary of BankFinancial Corporation, merged into First Financial Bank. As of December 31, 2025, BankFinancial Corporation operated 17 full-service banking offices and had, on an unaudited basis, approximately $1.4 billion of total assets, $700.2 million of total loans and $1.2 billion of total deposits.

    Pursuant to the merger agreement, each share of BankFinancial Corporation common stock was converted into 0.48
    shares of First Financial common stock, or 5,980,878 total shares of First Financial common stock.

    Given the transaction closed subsequent to December 31, 2025, the BankFinancial acquisition had no impact on First Financial's Consolidated Financial Statements as presented in this Annual Report on Form 10-K.

    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. 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.

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    Financial statements

    data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

    From 10-Q filed 2026-08-06 (period ending 2026-06-30).


    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS
    FIRST FINANCIAL BANCORP. AND SUBSIDIARIES
    (Unaudited)

    The following discussion and analysis is presented by management to facilitate the understanding of the financial condition, cash flows, changes in financial condition and results of operations of First Financial Bancorp. Management's discussion and analysis identifies trends and material changes that occurred during the reporting periods presented and should be read in conjunction with the Consolidated Financial Statements and accompanying Notes.

    All significant reclassifications of prior period amounts, if applicable, have been made to conform to the current period’s presentation and had no effect on the Company's previously reported net income or financial condition.

    EXECUTIVE SUMMARY

    First Financial Bancorp. is a $22.4 billion financial holding company headquartered in Cincinnati, Ohio. The Company primarily operates through First Financial Bank, an Ohio-chartered commercial bank with 151 full service banking centers as of June 30, 2026. First Financial provides banking and financial services products to business and retail clients through its six lines of business: Commercial, Retail Banking, Mortgage Banking, Wealth Management, Investment Commercial Real Estate and Commercial Finance. The Commercial Finance business lends to targeted industry verticals and has a national geographic footprint. Wealth Management, operating under the brand of Yellow Cardinal Advisory Group, had $4.6 billion in assets under management as of June 30, 2026, and provides services that include financial planning, investment management, trust administration, estate settlement, business succession planning services, brokerage services and retirement planning.

    Additional information about First Financial, including its products, services and banking locations, is available on the
    Company's website at www.bankatfirst.com.

    The primary components of First Financial’s operating results for the three and six month periods ended June 30, 2026 are discussed in greater detail in the sections that follow.

    MARKET STRATEGY

    First Financial develops a competitive advantage by utilizing a local market focus to provide superior service and build long-term relationships with clients while helping them achieve greater financial success. First Financial serves a combination of metropolitan and community markets in Ohio, Indiana, Kentucky and Illinois through its full-service banking centers. First Financial's investment in community markets is an important part of the Bank's core funding base and has historically provided stable, low-cost funding sources. 

    First Financial also has certain specialty lending platforms that extend nationally beyond the geographic footprint of its banking centers. These specialty finance businesses provide insurance premium financing, equipment lease financing, franchise financing and funding to clients within the financial services industry.

    First Financial’s market selection process includes multiple factors, but markets are primarily chosen for their potential for long-term profitability and growth.  First Financial intends to concentrate plans for future growth and capital investment within its current markets, and will continue to evaluate additional growth opportunities in metropolitan markets located within, or in close proximity to, the Company's current geographic footprint.  Additionally, First Financial may assess strategic acquisitions that provide product line extensions or industry verticals that complement its existing business and diversify its product suite and revenue streams.

    First Financial has also established loan production offices in multiple locations outside its primary footprint to broaden its geographic presence, enhance access to prospective borrowers and support growth, thereby strengthening the Company's overall operations.

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    BUSINESS COMBINATIONS

    Finward Bancorp - Pending

    In July 2026, subsequent to the end of the second quarter, First Financial entered into an agreement with Finward Bancorp to acquire all of its equity shares in an all-stock transaction. Under the terms of the agreement, each outstanding share of Finward common stock will be converted into the right to receive 1.35 shares of First Financial common stock, valuing the transaction at approximately $207.5 million, based on First Financial's closing stock price on July 20, 2026.

    Headquartered in Munster, Indiana, Finward Bancorp is the sole owner of Peoples Bank, which will merge into First Financial Bank upon close of the transaction. As of March 31, 2026, Finward operated 24 banking centers in Northwest Indiana and the Chicagoland area and had, on an unaudited basis, approximately $2.0 billion in assets, which includes $1.5 billion in loans and $1.7 billion in deposits. This pending acquisition expands First Financial’s presence in the Northwest Indiana and Chicago markets with a strong core deposit franchise while supplementing its existing commercial banking and wealth management lines of business.

    The closing of the Finward Bancorp transaction is subject to satisfaction of customary conditions, including, among others, receipt of required regulatory approvals; the absence of any governmental order that restrains, prevents or materially alters the transactions contemplated by the agreement; the accuracy of the parties’ representations and warranties contained in the agreement (subject to certain qualifications); and the parties’ material compliance with the covenants and agreements.

    No First Financial shareholder approval is required, but the transaction is subject to approval by Finward's shareholders at
    a special meeting of shareholders. First Financial expects the acquisition in the fourth quarter of 2026 or the first quarter of 2027.

    BankFinancial Corporation

    BankFinancial, National Association, a national banking association, and a wholly owned subsidiary of BankFinancial Corporation, merged into First Financial Bank effective January 1, 2026. Under the terms of the agreement, each share of BankFinancial Corporation common stock was converted into 0.48 shares of First Financial common stock, or 5,980,878 total shares, valuing the transaction at $149.7 million based on the closing price of First Financial stock at December 31, 2025.

    With the addition of 17 retail banking locations, the acquisition expanded First Financial’s presence in the Chicago market with a strong core deposit franchise while supplementing its existing commercial banking and wealth management lines of business. During the second quarter of 2026, the Company consolidated two of the acquired BankFinancial locations as part of its ongoing integration efforts and evaluation of the combined branch network.

    The following table provides the purchase price calculation as of the acquisition date, identifiable assets purchased and
    liabilities assumed at their estimated fair value for the BankFinancial acquisition.

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    (Dollars in thousands)BankFinancial
    Purchase consideration
    Cash consideration$
    Stock consideration149,648 
    Total purchase consideration149,654 
    Assets acquired
    Cash12,724 
    Short term investments493,646 
    Investment securities available-for-sale138,332 
    Other investments7,500 
    Loans, net of ACL264,120 
    Loans held for sale412,967 
    Premises and equipment22,065 
    Core deposit intangible32,992 
    Other intangible assets295 
    Other assets28,954 
    Total assets acquired1,413,595 
    Liabilities assumed
    Deposits1,209,437 
    Subordinated notes17,936 
    FHLB advances10,048 
    Other liabilities14,439 
    Total liabilities assumed1,251,860 
    Net identifiable assets161,735 
    Gain on bargain purchase$(12,081)

    As the fair value of net identifiable assets acquired exceeded the purchase price for BankFinancial, the transaction resulted in the recognition of a gain on bargain purchase of $12.1 million. This gain is recorded within Noninterest income in the Company's Consolidated Statement of Income and arose primarily from transaction-specific market factors, including the relative profitability profile of BankFinancial and the Company’s strategic focus on BankFinancial’s core deposit franchise and Chicago market presence.

    Acquired loans held for sale represent certain multi-family loans that First Financial determined were not in alignment with the Company's long-term portfolio strategy, risk profile or concentration objectives. Management received multiple indications of interest on these loans, ultimately consummating the sale in March of 2026. The sales price of the loans sold approximated fair value at acquisition. As these loans were acquired and sold during the first quarter of 2026, they had no impact on the Company's Consolidated Balance Sheet.

    Westfield Bancorp

    First Financial Bancorp acquired Westfield Bancorp, Inc., an Ohio corporation, effective November 1, 2025. Upon completion of the transaction, Westfield Bank, FSB, a federal savings bank, and a wholly owned subsidiary of Westfield Bancorp, merged into First Financial Bank. Pursuant to the terms of the transaction, First Financial acquired all of the issued and outstanding equity securities of Westfield Bancorp in exchange for a cash payment of $260.0 million and 2,753,094 shares of First Financial common stock, equal to $64.4 million based on the Company's stock price on the date the transaction closed, for a total purchase price of $324.4 million.
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    The Westfield acquisition supplemented First Financial’s existing commercial banking and wealth management presence in Northeast Ohio by adding all seven of Westfield's retail banking locations and its commercial, insurance agency and private banking services. Additionally, Westfield had one banking center that was under construction at the time of the acquisition, and this banking center opened during the first quarter of 2026.

    The following table provides the purchase price calculation as of the acquisition date, identifiable assets purchased and
    liabilities assumed at their estimated fair value for the Westfield acquisition.

    (Dollars in thousands)Westfield
    Purchase consideration
    Cash consideration$260,000 
    Stock consideration64,450 
    Total purchase consideration324,450 
    Assets acquired
    Cash72,711 
    Investment securities available-for-sale301,007 
    Other investments25,491 
    Loans, net of ACL1,571,298 
    Premises and equipment6,026 
    Core deposit intangible47,065 
    Other intangible assets1,105 
    Other assets103,524 
    Total assets acquired2,128,227 
    Liabilities assumed
    Deposits1,790,442 
    FHLB advances80,000 
    Long-term borrowings1,920 
    Other liabilities23,695 
    Total liabilities assumed1,896,057 
    Net identifiable assets232,170 
    Goodwill$92,280 

    NON-GAAP FINANCIAL MEASURES

    The Company utilizes certain non-GAAP financial measures, which First Financial believes provides useful insight to the readers of the Consolidated Financial Statements. These non-GAAP measures should be supplemental to primary GAAP measures and should not be read in isolation or relied upon as a substitute for the primary GAAP measures.

    For analytical purposes, net interest income is presented in the following table adjusted to a tax equivalent basis assuming a 21% marginal tax rate. Net interest income is disclosed on a tax equivalent basis to consistently reflect income from tax-exempt assets, such as municipal loans and investments, in order to facilitate a comparison between taxable and tax-exempt amounts.  Management believes it is standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent basis as these measures provide useful information to make peer comparisons.

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    Three months endedSix months ended
    (Dollars in thousands)June 30, 2026March 31, 2026June 30, 2026June 30, 2025
    Net interest income$190,377 $189,610 $379,987 $307,565 
    Tax equivalent adjustment1,161 1,186 2,347 2,459 
    Net interest income - tax equivalent$191,538 $190,796 $382,334 $310,024 
    Average earning assets$19,304,416 $19,393,679 $19,348,801 $15,783,527 
    Net interest margin (1)
    3.96 %3.97 %3.96 %3.93 %
    Net interest margin (FTE) (1)
    3.98 %3.99 %3.98 %3.96 %
    (1) Calculated using annualized net interest income divided by average earning assets.

    In addition to capital ratios defined by the U.S. banking agencies, First Financial considers various measures when evaluating capital utilization and adequacy, including the return on average tangible shareholder's equity and the tangible common equity ratio. These calculations are intended to complement the capital ratios defined by the U.S. banking agencies for both absolute and comparative purposes and may be useful for evaluating the performance of a business as the ratios calculate the capital and return available to common shareholders without the impact of intangible assets and their related amortization. As GAAP does not include capital ratio measures, the Company believes there are no comparable GAAP financial measures to these ratios. These ratios are not formally defined by GAAP or codified in the federal banking regulations and, therefore, are considered to be non-GAAP financial measures.

    First Financial encourages readers to consider its Consolidated Financial Statements in their entirety and not to rely upon any single financial measure.

    The following table reconciles non-GAAP capital ratios to GAAP:
    Three months endedSix months ended
    (Dollars in thousands)June 30, 2026March 31, 2026June 30, 2026June 30, 2025
    Net income (a)
    $76,456 $74,445 $150,901 $121,289 
    Average total shareholders' equity2,951,237 2,947,585 2,949,421 2,486,926 
    Less:
    Average goodwill(1,099,742)(1,099,543)(1,099,643)(1,007,656)
    Average other intangibles(143,403)(149,631)(146,500)(77,142)
    Average tangible equity (b)
    1,708,092 1,698,411 1,703,278 1,402,128 
    Total shareholders' equity2,987,488 2,940,625 2,987,488 2,558,155 
    Less:
    Goodwill(1,099,936)(1,099,543)(1,099,936)(1,007,656)
    Other intangibles(140,705)(145,927)(140,705)(75,458)
    Ending tangible equity (c)
    1,746,847 1,695,155 1,746,847 1,475,041 
    Total assets22,439,679 22,779,815 22,439,679 18,634,255 
    Less:
    Goodwill(1,099,936)(1,099,543)(1,099,936)(1,007,656)
    Other intangibles(140,705)(145,927)(140,705)(75,458)
    Ending tangible assets (d)
    21,199,038 21,534,345 21,199,038 17,551,141 
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    Three months endedSix months ended
    (Dollars in thousands)June 30, 2026March 31, 2026June 30, 2026June 30, 2025
    Risk-weighted assets (e)
    16,456,311 16,127,377 16,456,311 14,129,683 
    Total average assets22,391,439 22,459,721 22,425,392 18,394,161 
    Less:
    Average goodwill(1,099,742)(1,099,543)(1,099,643)(1,007,656)
    Average other intangibles(143,403)(149,631)(146,500)(77,142)
    Average tangible assets (f)
    21,148,294 21,210,547 21,179,249 17,309,363 
    Ending common shares outstanding (g)
    104,956,458 104,932,829 104,956,458 95,760,617 
    Ratios
    Return on average tangible shareholders' equity (a)/(b)
    17.95 %17.78 %17.87 %17.44 %
    Ending tangible shareholders' equity as a percent of:
    Ending tangible assets (c)/(d)
    8.24 %7.87 %8.24 %8.40 %
    Risk-weighted assets (c)/(e)
    10.62 %10.51 %10.62 %10.44 %
    Average tangible shareholders' equity to average tangible assets (b)/(f)
    8.08 %8.01 %8.04 %8.10 %
    Tangible book value per share (c)/(g)
    $16.64 $16.15 $16.64 $15.40 

    OVERVIEW OF OPERATIONS

    Linked quarter comparison: Second quarter 2026 net income was $76.5 million and earnings per diluted common share were $0.73. This compares with first quarter 2026 net income of $74.4 million and earnings per diluted common share of $0.71. Return on average assets was 1.37% for the second quarter of 2026 compared to 1.34% for the first quarter of 2026. Return on average shareholders’ equity was 10.39% for the second quarter of 2026 compared to 10.24% for the first quarter of 2026.

    Year-to-date comparison: For the six months ended June 30, 2026, net income was $150.9 million and earnings per diluted common share were $1.44. This compares with net income of $121.3 million and earnings per diluted common share of $1.27 for the first six months of 2025. Return on average assets for the six months ended June 30, 2026 was 1.36% compared to 1.33% for the same period in 2025, and return on average shareholders' equity was 10.32% and 9.83% for the first six months of 2026 and 2025, respectively.

    (Dollars in thousands)June 30, 2026December 31, 2025
    Balance Sheet - End of Period
    Total assets$22,439,679 $21,129,379 
    Loans and leases13,734,914 13,424,070 
    Investment securities4,917,535 4,160,041 
    Deposits17,583,229 16,421,842 
    Shareholders' equity2,987,488 2,769,216 
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    Three months endedSix months ended
    (Dollars in thousands, except per share data)June 30, 2026March 31, 2026June 30, 2026June 30, 2025
    Earnings
    Net interest income$190,377 $189,610 $379,987 $307,565 
    Net income76,456 74,445 150,901 121,289 
    Per Share
    Net income per common share-basic$0.74 $0.72 $1.45 $1.28 
    Net income per common share-diluted0.73 0.71 1.44 1.27 
    Cash dividends declared per common share0.25 0.25 0.50 0.48 
    Book value per common share (end of period)28.46 28.02 28.46 26.71 
    Tangible book value per common share (end of period) (1)
    16.64 16.15 16.64 15.40 
    Market price (end of period)33.83 27.88 33.83 24.26 
    Ratios
    Return on average assets1.37 %1.34 %1.36 %1.33 %
    Return on average shareholders' equity10.39 %10.24 %10.32 %9.83 %
    Return on average tangible shareholders' equity (1)
    17.95 %17.78 %17.87 %17.44 %
    Net interest margin

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    Held by

    holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

    Holder Type ETF MF Position ($) % of holder Δ % of holder Holder AUM

    Recent insider activity

    Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 3 transactions across 3 insiders. Net: -11,700 shares, -$391,802.

    Date Insider Role Action Shares Price Value
    2026-09-03 Brown Archie M President & CEO Sell -5,000 $32.93 -$164,650
    2026-08-03 Crawley Scott T Controller & Prin Actg Officer Sell -2,700 $34.16 -$92,232
    2026-07-31 ANDERSON JAMES M Chief Financial Officer Sell -4,000 $33.73 -$134,920

    Source: SEC Form 4 filings.

    Next expected filings

    • ~2026-11-03 10-Q expected by 2026-11-06 (in 42 days)
    • ~2027-02-18 10-K expected by 2027-02-28 (in 149 days)
    • ~2027-05-07 10-Q expected by 2027-05-10 (in 227 days)
    • ~2027-08-05 10-Q expected by 2027-08-08 (in 317 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-09-15 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-09-04 S-4 Registration (Merger)
    • 2026-08-06 10-Q Quarterly Report
    • 2026-07-21 8-K Material Agreement Entered; Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2026-05-29 8-K Officer/Director Change; Shareholder Vote Results; Financial Statements and Exhibits
    • 2026-05-26 S-8 Employee Benefit Plan Registration
    • 2026-05-08 10-Q Quarterly Report
    • 2026-04-23 8-K Earnings Release; Other Events; Financial Statements and Exhibits
    • 2026-04-16 DEF 14A Proxy Statement
    • 2026-02-19 10-K Annual Report
    • 2026-01-28 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-01-02 8-K Completion of Acquisition/Disposition; Other Events; Financial Statements and Exhibits
    • 2025-12-15 8-K Other Events; Financial Statements and Exhibits
    • 2025-11-10 8-K Material Agreement Entered; Material Financial Obligation; Other Events; Financial Statements and Exhibits
    • 2025-11-04 10-Q Quarterly Report