2 unchanged sentences
Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under
−Removed: 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: Rule 13a-15 of the Exchange Act, that are designed to cause the material information required to be disclosed by First Financial in the reports it files or submits under the Exchange Act to be recorded, processed, summarized, and reported to the extent applicable within the time periods required by the SEC’s rules and forms.
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.
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.
−Removed: 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: 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 Exchange Act.
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.
9 unchanged sentences
The information appearing under the headings “Election of Directors,” “Corporate Governance - Board Committees,” “Shareholder Nominations for Election to the Board” and "Delinquent Section 16(a) Reports" in First Financial's Definitive Proxy Statement with respect to the Annual Meeting of Shareholders to be held on May 27, 2025, and which is expected to be filed with the SEC, pursuant to Regulation 14A of the Exchange Act (First Financial’s Proxy Statement) within 120 days of the close of our fiscal year, is incorporated herein by reference in response to this item.
+Added: The Company has adopted an insider trading policy (included as Exhibit 19 of this report) that governs the purchase, sale, and/or other dispositions of the Company’s securities by our officers, directors, and employees that is designed to comply with insider trading laws, rules, and regulations, as well as any applicable listing standards.
Executive Compensation.
49 unchanged sentences
3.2 Amended and Restated Regulations of First Financial Bancorp, amended as of July 28, 2015 (filed as Exhibit 3.1 to the Form 8-K filed on July 29, 2015 and incorporated herein by reference) (File No.
−Removed: 4.1 Letter Agreement, dated as of December 23, 2008, between First Financial Bancorp.
−Removed: and the United States Department of the Treasury, which includes the Securities Purchase Agreement - Standard Terms (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 30, 2008, and incorporated herein by reference) (File No.
−Removed: 4.2 Warrant to Purchase up to 930,233 shares of Common Stock dated as of December 23, 2008 (filed as Exhibit 4.1 to the Form 8-K filed on December 30, 2008 and incorporated herein by reference) (File No.
4.1 Indenture, dated as of August 25, 2015, by and between First Financial Bancorp.
46 unchanged sentences
filed October 17, 2006 with the Commission).
−Removed: 4.18 Warrant for the Purchase of Shares of MainSource Financial Group, Inc.
−Removed: Common Stock (incorporated by reference to Exhibit 4.2 to the Report on Form 8‑K of MainSource Financial Group, Inc.
−Removed: filed January 20, 2009 with the Commission).
4.16 Second Supplemental Indenture, dated April 30, 2020, between First Financial Bancorp.
2 unchanged sentences
4.18 Description of Registrant's Securities (filed as Exhibit 4.19 to the Annual Report on Form 10-K filed on February 221, 2020).
−Removed: 10.1 First Financial Bancorp.
−Removed: 1999 Stock Incentive Plan for Officers and Employees, dated April 27, 1999 (filed as Exhibit A to the Registrant's Proxy Statement filed on March 22, 1999, and incorporated herein by reference) (File No.
−Removed: 10.2 Form of Stock Option Agreement for Non-Qualified Stock Options (2005-2008) under the First Financial Bancorp.
−Removed: 1999 Stock Incentive Plan for Officers and Employees (filed as Exhibit 10.2 to the Form 8-K filed on April 22, 2005 and incorporated herein by reference) (File No.
10.1 Form of Executive Supplemental Retirement Agreement (filed as Exhibit 10.7 to the Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference) (File No.
1 unchanged sentence
10.3 First Financial Bancorp.
−Removed: Amended and Restated Deferred Compensation Plan (filed as Exhibit 10.9 to the Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference) (File No.
−Removed: 10.6 First Financial Bancorp.
Key Executive Short Term Incentive Plan Amended and Restated March 10, 2015 (originally established in 2011)(filed as Exhibit 10.1 to the Form 8-K on May 25, 2016 and incorporated herein by reference) (File No.
−Removed: 10.7 Form of Agreement for Stock Award pursuant to the Key Executive Incentive Plan between First Financial Bancorp.
−Removed: (3-year holding period) (filed as Exhibit 10.21 to First Financial Bancorp’s Annual Report for the year ended December 31, 2015 and incorporated herein by reference) (File No.
−Removed: 10.8 First Financial Bancorp.
−Removed: 2012 Stock Plan (filed as Appendix A to the Definitive Proxy Statement filed on April 13, 2012 and incorporated herein by reference) (File No.
−Removed: 10.9 Form of Agreement for 2015 Performance Stock Awards under the First Financial Bancorp.
−Removed: 2012 Stock Plan (3-year vesting/accrual of dividends) ) (filed as Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference) (File No.
−Removed: 10.10 Form of Agreement for Restricted Stock Awards under the First Financial Bancorp.
−Removed: 2012 Stock Plan (employees of First Financial Bank, 3-year vesting/accrual of dividends) ) (filed as Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference) (File No.
−Removed: 10.11 Form of Agreement for Restricted Stock Awards under the First Financial Bancorp.
−Removed: 2012 Stock Plan (employees of Oak Street Funding, 3-year vesting/accrual of dividends) ) (filed as Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference) (File No.
−Removed: 10.12 Form of Agreement for Performance Stock Awards under the First Financial Bancorp.
−Removed: 2012 Stock Plan (3-year vesting/accrual of dividends) ) (filed as Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference) (File No.
−Removed: 10.13 Form of Agreement for Performance Stock Awards under the First Financial Bancorp.
−Removed: 2012 Stock Plan (employees of Oak Street Funding, 3-year vesting/accrual of dividends) ) (filed as Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference) (File No.
−Removed: 10.14 Form of Agreement for Restricted Stock Awards under the First Financial Bancorp.
−Removed: 2012 Stock Plan (Directors, 1-year vest/accrual of dividends) ) (filed as Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated herein by reference) (File No.
−Removed: 10.15 Executive Supplemental Savings Agreement between First Financial Bancorp.
−Removed: and Claude E.
−Removed: Davis, President and Chief Executive Officer dated December 31, 2013 (filed as Exhibit 10.1 to the Form 8-K filed on January 7, 2014 and incorporated herein by reference) (File No.
−Removed: 10.16 First Financial Bancorp Amended and Restated 2012 Stock Plan (filed as Exhibit A to the Definitive Proxy Statement filed on April 13, 2017 and incorporated herein by reference) (File No.
−Removed: 10.17 Form of Agreement for Restricted Stock Awards under the First Financial Bancorp.
−Removed: Amended and Restated 2012 Stock Plan (Directors, 1-year vest/accrual of dividends) (filed as Exhibit 10.2 to the Form10-Q for the quarter ended June 30, 2017 and incorporated herein by reference).*
−Removed: 10.18 Form of Agreement for Restricted Stock Awards under the First Financial Bancorp.
−Removed: Amended and Restated 2012 Stock Plan (employees of First Financial Bank, 3-year vesting/accrual of dividends) (filed as Exhibit 10.3 to the Form10-Q for the quarter ended June 30, 2017 and incorporated herein by reference).*
−Removed: 10.19 Form of Agreement for Restricted Stock Awards under the First Financial Bancorp.
−Removed: Amended and Restated 2012 Stock Plan (employees of Oak Street Funding, 3-year vesting/accrual of dividends) (filed as Exhibit 10.4 to the Form10-Q for the quarter ended June 30, 2017 and incorporated herein by reference).*
−Removed: 10.20 Form of Agreement for Restricted Stock Awards under the First Financial Bancorp.
−Removed: Amended and Restated 2012 Stock Plan (employees of First Franchise Capital Corporation, 3-year vesting/accrual of dividends) (filed as Exhibit 10.5 to the Form10-Q for the quarter ended June 30, 2017 and incorporated herein by reference).*
−Removed: 10.21 Form of Agreement for Stock Awards under the Key Executive Short Term Incentive Plan and the First Financial Bancorp.
−Removed: Amended and Restated 2012 Stock Plan (immediate vest, 1-year holding) (filed as Exhibit 10.8 to the Form10-Q for the quarter ended June 30, 2017 and incorporated herein by reference).*
−Removed: 10.22 Form of Agreement for Performance Stock Awards under the First Financial Bancorp.
−Removed: Amended and Restated 2012 Stock Plan (employees of First Financial Bank) 3-year vesting/accrual of dividends)(filed as Exhibit 10.36 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference) (File No.
−Removed: 10.23 Form of Agreement for Performance Stock Awards under the First Financial Bancorp.
−Removed: Amended and Restated 2012 Stock Plan (employees of Oak Street Funding, 3-year vesting/accrual of dividends)(filed as Exhibit 10.37 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference) (File No.
10.4 Employment and Non-Competition Agreement between Archie M.
1 unchanged sentence
and First Financial bank, dated as of July 25, 2017 (filed as Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on July 27, 2017 and incorporated herein by reference) (File No.
−Removed: 10.25 Employment and Non-Competition Agreement between Claude E.
−Removed: Davis and First Financial Bancorp.
−Removed: and First Financial bank, dated as of July 25, 2017 (filed as Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on July 27, 2017 and incorporated herein by reference) (File No.
−Removed: 10.26 Severance and Change in Control Agreement between John M.
−Removed: Gavigan and First Financial Bank dated September 22, 2017 (filed as exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on September 22, 2017 and incorporated herein by reference) (File No.
10.5 Severance and Change in Control Agreement between James M.
Anderson and First Financial Bank dated September 18, 2017 (filed as exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on September 22, 2017 and incorporated herein by reference) (File No.
−Removed: 10.28 MainSource Financial Group, Inc.
−Removed: 2007 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10‑K of MainSource Financial Group, Inc.
−Removed: for the year ending December 31, 2007, filed March 17, 2008 with the Commission).*
−Removed: 10.29 Letter Agreement dated June 3, 2019, between Claude E.
−Removed: Davis and First Financial Bancorp (filed as Exhibit 10.2 to First Financial's Current Report on Form 8-K filed on June 5, 2019 and incorporated herein by reference).
10.6 First Financial Bancorp.
16 unchanged sentences
14.2 Code of Ethics for the CEO and Senior Financial Officers (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 29, 2012 and incorporated herein by reference) (File No.
+Added: 19 Insider Trading Polic y, Revised as of January 28, 20 25
21 First Financial Bancorp.
5 unchanged sentences
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
−Removed: 97 Recoupment of Compensation (Clawback) Policy
+Added: 97 Recoupment of Compensation (Clawback) Policy ( fil e d as E xhibit 97 to the Registrant 's Annual Report on Form 10-K for the ye ar en ded Dec ember 31, 2024 and incorpor ated here in by reference) (File No.
101 Financial statements from the Annual Report on Form 10-K of the Company for the year ended December 31, 2024, formatted in inline XBRL:
−Removed: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements, as blocks of text and in detail.**
+Added: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements, as blocks of text and in detail.**
104 The cover page from the Annual Report on Form 10-K Report for the Company for the year ended December 31, 2024, formatted in inline XBRL and contained in Exhibit 101.
12 unchanged sentences
Brown /s/ James M.
−Removed: Brown, Director
−Removed: President and Chief Executive Officer James M.
−Removed: Anderson, Executive Vice President, Chief Financial Officer and Chief Operating Officer
+Added: Brown, Director James M.
+Added: Anderson, Executive Vice President, Chief
+Added: President and Chief Executive Officer Financial Officer and Chief Operating Officer
Date 2/20/2025 Date 2/20/2025
5 unchanged sentences
Date 2/20/2025 Date 2/20/2025
−Removed: /s/ William G.
−Removed: Barron /s/ Vincent A.
−Removed: Barron, Director Vincent A.
+Added: Arvia /s/ Vincent A.
+Added: Arvia, Director Vincent A.
Berta, Director
1 unchanged sentence
/s/ Cynthia O.
−Removed: Booth /s/ Susan L.
−Removed: Booth, Director Susan L.
−Removed: Knust, Director
+Added: Booth /s/ William J.
+Added: Booth, Director William J.
+Added: Kramer, Director
Date 2/20/2025 Date 2/20/2025
−Removed: /s/ William J.
−Removed: Kramer /s/ Dawn C.
−Removed: Kramer, Director Dawn C.
−Removed: Morris, Director
+Added: Morris /s/ Thomas M.
+Added: Morris, Director Thomas M.
+Added: O'Brien, Director
Date 2/20/2025 Date 2/20/2025
−Removed: /s/ Thomas M.
−Removed: O'Brien /s/ Andre T.
−Removed: O'Brien, Director Andre T.
−Removed: Porter, Director
+Added: Porter /s/ Maribeth S.
+Added: Porter, Director Maribeth S.
+Added: Rahe, Director
Date 2/20/2025 Date 2/20/2025
−Removed: /s/ Maribeth S.
−Removed: Rahe /s/ Gary W.
−Removed: Rahe, Director Gary W.
Warzala, Director
−Removed: Date 2/22/2024 Date 2/22/2024
+Added: Date 2/20/2025
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.