Controls and Procedures.
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: First Financial’s chief executive officer and chief financial officer, together with other members of senior management, have evaluated First Financial’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act)
−Removed: as of the end of the fiscal year covered by this report.
−Removed: Based upon that evaluation, First Financial’s chief executive officer and chief financial officer have concluded that such disclosure controls and procedures are effective to ensure that material information required to be disclosed by First Financial, including its consolidated subsidiaries, in the reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
−Removed: On December 31, 2021, First Financial acquired Summit Funding Group, Inc.
−Removed: The internal control over financial reporting of Summit's operations were excluded from the evaluation of effectiveness of First Financial's disclosure controls and procedures as of the period end covered by this report as a result of the timing of the acquisition.
−Removed: As a result of the Summit acquisition, First Financial will be evaluating changes to processes, information technology systems and other components of internal control over financial reporting as part of its integration activities.
−Removed: The acquired Summit operations represents 1.5% of total consolidated assets as of the period covered by this report.
−Removed: Internal Control Over Financial Reporting
−Removed: Management's Report on Internal Control Over Financial Reporting and the Report of Independent Registered Public Accounting Firm included in First Financial’s 2021 Annual Report to Shareholders (included as Exhibit 13 of this report), are incorporated herein by reference.
−Removed: Changes in Internal Controls Over Financial Reporting
−Removed: There were no changes in First Financial’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, First Financial’s internal control over financial reporting.
+Added: Disclosure Controls and Procedures
+Added: Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under
+Added: Rule 13a-15 of the Securities Exchange Act of 1934, that are designed to cause the material information required to be disclosed by First Financial in the reports it files or submits under the Securities Exchange Act of 1934 to be recorded, processed, summarized, and reported to the extent applicable within the time periods required by the Securities and Exchange Commission’s rules and forms.
+Added: In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
+Added: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
+Added: As of the end of the period covered by this report, First Financial performed an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934.
+Added: Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Changes in Internal Control over Financial Reporting
+Added: There were no changes in First Financial's internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, First Financial's internal control over financial reporting.
Other Information.
27 unchanged sentences
Certain Relationships and Related Transactions.
−Removed: The information appearing in Note 13 - Loans to Related Parties in the Notes to Consolidated Financial Statements included in First Financial’s 2021 Annual Report to Shareholders (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.
+Added: The information appearing in Note 15 - Related Parties Transactions in the Notes to Consolidated Financial Statements included in First Financial’s 2022 Annual Report to Shareholders (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.
The information appearing under the heading “Corporate Governance-Transactions with Related Parties” in First Financial’s Proxy Statement is incorporated herein by reference in response to this item.
16 unchanged sentences
and MainSource Financial Group, Inc.
−Removed: (Incorpor a ted by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on July 27, 2017) (certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No.
+Added: (Incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on July 27, 2017) (certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (File No.
2.2 Agreement and Plan of Merger dated as of June 18, 2019, by and among First Financial Bancorp., First Financial Bank, Wallace Merger Sub, LLC, Bannockburn Global Forex, LLC and Fortis Advisors, LLC, solely in its capacity as Member Representative (filed as Exhibit 1.1 to First Financial's Current Report on Form 8-K filed on June 19, 2019) (File No.
128 unchanged sentences
10.31 Form of Agreement for Restricted Stock Awards under the First Financial Bancorp.
−Removed: 2020 Stock Plan (filed as Exhibit 10.34 to the Reg istrant 's Annual Report on Form 10-K for the year ended December 31 , 2020 and incorporate d here i n by reference ) (File No .
+Added: 2020 Stock Plan (filed as Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2020 and incorporated herein by reference) (File No.
10.32 Form of Agreement for Performance Stock Awards under the First Financial Bancorp.
−Removed: 2020 Stock Plan (filed as Exhibit 10.35 to the R egistrant 's Annual R eport on Form 10-K for the year ended December 31,2020 and incorporated here i n by reference( (File No.
+Added: 2020 Stock Plan (filed as Exhibit 10.35 to the Registrant's Annual Report on Form 10-K for the year ended December 31,2020 and incorporated herein by reference ) (File No.
+Added: 10.33 Severance and Change in Control Agreement between Richard Dennen and First Financial Bank dated September 21, 2021 (filed as Exhibit 10.3 3 to the Registrant's Annual Report on Form 10-K for the year ended December 31,202 1 and incorporated herein by reference( (File No.
001-34762) .*
−Removed: 10.33 Severance and Change in Control Agreement between Richard Dennen and First Financial Bank dated September 21, 2021 .*
10.34 Credit Agreement by and between First Financial Bancorp.
−Removed: and Stifel Bank & Trust dated as of December 29, 2021 (filed herewith).
+Added: and Stifel Bank & Trust dated as of December 29, 2021 (filed as Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference) ( File No.
+Added: 00 1-34762).* .
10.35 Pledge and Security Agreement by and between First Financial Bancorp.
−Removed: and Stifel Bank & Trust dated as of December 29, 2021 (filed herewith).
+Added: and Stifel Bank & Trust dated as of December 29, 2021 (filed as Exhibit 10.35 to t he Registrant's Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated here i n by reference) (File No.
13 Registrant's annual report to shareholders for the year ended December 31, 202 2 .
31 unchanged sentences
Davis, Director Scott T.
−Removed: Crawley, First Vice President and Controller
+Added: Crawley, Senior Vice President and Controller
Chairman of the Board (Principal Accounting Officer)
14 unchanged sentences
Date 2/24/2023 Date 2/24/2023
−Removed: Neighbours /s/ Thomas M.
−Removed: Neighbours, Director Thomas M.
−Removed: O'Brien, Director
−Removed: Date 2/18/2022 Date 2/18/2022
−Removed: /s/ Maribeth S.
+Added: /s/ Thomas M.
+Added: O'Brien /s/ Maribeth S.
+Added: O'Brien, Director Maribeth S.
Rahe, Director
+Added: Date 2/24/2023 Date 2/24/2023
+Added: Warzala, Director
Date 2/24/2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.