FIRST FINANCIAL BANCORP /OH/ 8-K

What Happened
First Financial Bancorp (FFBC) announced the closing of its previously announced merger with BankFinancial, effective January 1, 2026. At the same time, BankFinancial’s banking subsidiary, BankFinancial, N.A., merged into First Financial’s banking subsidiary, First Financial Bank, with First Financial Bank surviving. The merger converted each share of BankFinancial common stock into the right to receive 0.480 of a share of First Financial Bancorp common stock.

Key Details

• Merger effective date: January 1, 2026.
• Bank-level consolidation: BankFinancial, N.A. merged into First Financial Bank (surviving bank).
• Exchange ratio: each BankFinancial share was converted into 0.480 share of First Financial Bancorp common stock.
• Share issuance was registered under the Securities Act via Form S-4 (File No. 333-290507), which became effective October 29, 2025. A press release announcing the closing was issued December 31, 2025.

Why It Matters
This filing confirms the legal and operational close of the acquisition and the bank-level consolidation, which puts BankFinancial’s assets and branches under First Financial’s bank charter. For investors, the key takeaways are the exchange ratio (0.480) that determined what BankFinancial shareholders received and that the stock issuance was registered under an effective S-4. These facts affect ownership dilution and the combined company’s shareholder base; further financial impacts (earnings, cost saves, or branch rationalization) will be disclosed in future filings and communications.