What changed in this filing

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Item 1. Business

2026-02-19 compared with 2025-02-20 · 133 added, 145 removed, 235 unchanged (54% of the section changed)

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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 commercial customers.

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.

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These underwriting standards increase the marketability and address the credit risk associated with the loans.

Consumer loans are primarily loans made to individuals.

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.

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Employee Wellbeing .

Investing in our people is a key part of our culture at First Financial and our programs provide tools for our employees to invest in their health and wellbeing.

The Company firmly believes that wellbeing is directly linked to engagement and engagement is a key pillar in our overall success.

First Financial invests in employees and their families through various programs.

One such program is the “Wellbeing Program,” designed to support employees and their families in a holistic way, focusing on the five core areas of 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.

The program provides employees with incentives (such as health savings account contributions, paid time off and reimbursements) in exchange for voluntary participation in a range of activities, including an annual physical, health-risk assessment, webinar participation, community service, financial assistance programs and enrollment in Company sponsored fitness activities.

In 2024, 59% of eligible employees qualified for benefits under the Wellbeing Program.

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

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.

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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 and portable.

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.

Employee Engagement.

First Financial believes that talented and engaged employees are critical for the success of the Company, its subsidiaries, its associates and the clients and communities it serves.

First Financial launched its engagement strategy in 2020, partnering with a third party to create a culture of highly engaged employees by measuring employee engagement, providing manager training and coaching and developing action plans to deepen engagement.

In July 2024 First Financial launched its fifth all-associate engagement survey.

The Bank sets clear expectations of managers for high-levels of accountability and to foster engagement principles.

This focus drives the Company's success in improved client relations and outcomes.

The engagement strategy includes coaching and training, intentional action plans, sharing success stories, and highlighting engagement champions.

The 2024 survey results showed a marked increase in engagement from the survey conducted in 2023, reinforcing the belief that employee engagement is strongly woven into the culture.

As in prior years, teams throughout the Bank continue to engage in team huddles, manager and team training, town halls, mentoring, career and leadership development programs, and updated action plans to continue to drive engagement across the Company.

In 2024, we hosted monthly virtual town hall meetings for all associates, sharing business updates, opening the lines of communications and answering associate questions.

In conjunction with senior management and town hall meetings, additional pulse surveys were completed which provided insight into our associates’ needs, shaping future engagement strategies.

Respectful Workplace.

First Financial strives to maintain a workplace that fosters our culture and aligns with our values.

We expect that associates treat each other in a manner consistent with our culture and our policies, whether the individual is a fellow associate, member of management, customer, vendor or visitor to our premises.

We seek out and celebrate differing opinions, expertise and experiences of our employees.

First Financial supports eight associate-led Business Resource Groups (BRGs) designed to facilitate networking and leadership development.

BRGs meet regularly throughout the year and host a variety of in person and virtual engagement opportunities.

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.

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.

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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.

First Financial acquired $97.8 million of assets and $2.7 million of liabilities in the transaction, resulting in $1.8 million of goodwill.

Acquisition accounting adjustments are considered preliminary at December 31, 2024.

Operating results from the Agile acquisition have been included in the Consolidated Statements of Income since the acquisition date.

Acquisition accounting adjustments are considered preliminary at December 31, 2024, and 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.

The measurement period for the Agile acquisition ends in February 2025.

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.

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.

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 Indiana, Ohio, 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.

We also compete on a nationwide basis through Oak Street, which lends to the insurance industry, registered investment advisors, certified public accountants and indirect auto finance companies, First Franchise, which lends to restaurant franchisees, Bannockburn, which provides foreign exchange services to customers throughout the United States, and Summit, which provides equipment financing to commercial businesses to the United States and Canada.

We also compete on a nationwide basis through Oak Street, which lends to the insurance industry, registered investment advisors, certified public accountants and indirect auto finance companies;

First Franchise, which lends to restaurant franchisees;

Bannockburn, which provides foreign exchange services to customers throughout the United States;

and Summit, which provides equipment financing to commercial businesses in the United States and Canada.

The Company’s markets support many different types of business activities, such as manufacturing, agriculture, education, healthcare and professional services.

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First Financial also competes with Financial Technology Companies (“FinTechs”) which provide similar services to financial institutions while operating predominantly online and without the use of physical branch locations in a customer’s market area.

FinTechs also compete with financial institutions by embedding financial services into non-bank platforms which could reduce customer reliance on traditional banking services.

Digital assets and cryptocurrencies also operate as competitors, as many of these digital assets and cryptocurrencies seek to provide payment functionality.

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Supervision and Regulation

First Financial and its subsidiaries are subject to an extensive system of laws and regulations that are intended primarily for the protection of consumers, depositors, borrowers, the Deposit Insurance Fund (DIF) of the Federal Deposit Insurance Corporation (FDIC), and the banking system in general and not for the protection of shareholders.

These laws and regulations govern areas such as capital, permissible activities, allowance for credit losses, loans and investments, interest rates that can be charged on loans and consumer protection communications and disclosures.

First Financial and its subsidiaries operate within a comprehensive system of federal and state banking laws and regulations designed primarily to protect consumers, depositors, borrowers, and the Deposit Insurance Fund (DIF) of the Federal Deposit Insurance Corporation (FDIC), and to promote the stability and soundness of the U.S.

banking system.

These laws and regulations are not designed for the protection of First Financial shareholders.

These laws and regulations govern, among other matters, capital adequacy, permissible activities, allowance for credit losses, lending practices, investment activities, interest rate practices, and disclosures in consumer financial products.

As a public company, First Financial also files reports with the SEC and is subject to its regulatory authority, including the disclosure and regulatory requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to First Financial’s securities, financial reporting and certain governance matters.

Because First Financial’s securities are listed on the Nasdaq Global Select Market (“Nasdaq”), it is subject to Nasdaq's rules for listed companies, including rules relating to corporate governance.

Certain elements of selected laws and regulations are described in more detail in the sections that follow.

These descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described.

Bank Holding Company Regulation

As a bank holding company that has elected to become a financial holding company, First Financial is subject to the provisions of the Bank Holding Company Act of 1956, as amended (the BHCA), and is subject to supervision and examination by the Federal Reserve Board.

The BHCA requires prior approval by the Federal Reserve Board in any case where a financial holding company proposes to:

(i) acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that is not already majority-owned by the financial holding company;

(ii) acquire all or substantially all of the assets of another bank or another financial or bank holding company;

or (iii) merge or consolidate with any other financial or bank holding company.

In addition, First Financial’s acquisition of a savings and loan association requires prior Federal Reserve Board approval.

A qualifying bank holding company that has elected to become a financial holding company may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise permissible for a bank holding company, if:

Bank Holding Company Financial Holding Company Regulation

First Financial is a bank holding company that has elected to become a financial holding company and is subject to supervision and examination by the Board of Governors of the Federal Reserve System (Federal Reserve) under the Bank Holding Company Act of 1956, as amended (BHCA).

Under the BHCA, the Federal Reserve must approve, among other things, (i) the direct or indirect acquisition of ownership or control (as defined in the BHCA and Federal Reserve regulations) of a bank that is not already majority-owned by the financial holding company;

(ii) the acquisition of all or substantially all of the assets of another bank or another financial or bank holding company;

or (iii) a merger or consolidation with any other financial or bank holding company.

In addition, the acquisition of a savings and loan association by First Financial would also require prior Federal Reserve approval.

As a financial holding company, First Financial may affiliate with securities firms and insurance companies and engage in other activities that are financial in nature and not otherwise permissible for a bank holding company, if:

(i) the holding company is "well managed" and "well capitalized" and (ii) each of its subsidiary banks (a) is well capitalized under the Federal Deposit Insurance Corporation Act of 1991 prompt corrective action provisions, (b) is well managed, and (c) has at least a "satisfactory" rating under the Community Reinvestment Act (CRA).

If any holding company fails to maintain these qualifications, material restrictions may be placed on its activities, and it could be required to divest subsidiaries engaged in activities not permissible for bank holding companies not operating as financial holding companies.

If restrictions are imposed on the activities of a financial holding company, the existence of such restrictions may not be made publicly available pursuant to confidentiality regulations of the bank regulatory agencies.

No regulatory approval is required under the BHCA for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.

The Financial Services Modernization Act defines “financial in nature” to include:

• securities underwriting, dealing and market making;

(i) securities underwriting, dealing and market making;

sponsoring mutual funds and investment companies;

• insurance underwriting and agency;

• merchant banking;

• activities that the Federal Reserve Board has determined to be closely related to banking.

If a financial holding company or a subsidiary bank fails to maintain all requirements for the holding company to maintain financial holding company status, material restrictions may be placed on the activities of the holding company and its subsidiaries and on the ability of the holding company to enter into certain transactions and obtain regulatory approvals for new activities and transactions.

The holding company could also be required to divest itself of subsidiaries that engage in activities that are not permitted for bank holding companies that are not financial holding companies.

(iii) insurance underwriting and agency;

(iv) merchant banking;

and (v) activities that the Federal Reserve Board has determined to be closely related to banking.

The Federal Reserve adopted a final rule in April 2020 clarifying presumptions used to determine when a company exercises control over another entity for BHCA purposes, enhancing transparency in control determinations.

The rule established tiered presumptions of control based on ownership percentage, director representation, business relationships, and contractual rights.

The Federal Reserve has broad enforcement authority over bank holding companies, including the ability to impose civil money penalties, issue cease and desist or removal orders, and require divestitures of subsidiary entities.

A bank holding company is expected to act as a source of financial strength to its subsidiary banks, and the Federal Reserve may limit dividends or require contributions of capital where necessary or prudent.

Federal Reserve System Regulation

Each subsidiary bank of a financial holding company is subject to certain restrictions on the maintenance of reserves against deposits, extensions of credit to the financial holding company and its subsidiaries, investments in the stock and other securities of the financial holding company and its subsidiaries and the taking of such stock and securities as collateral for loans to borrowers.

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Various consumer laws and regulations also affect the operations of these subsidiaries.

In April 2020, the Federal Reserve Board adopted a final rule to revise its regulations related to determinations of whether a company has the ability to exercise control over another company for purposes of the Bank Holding Company Act.

The final rule expands and codifies the presumptions for use in such determinations.

By codifying the presumptions, the final rule provides greater transparency on the types of relationships that the Federal Reserve Board generally views as supporting a facts-and-circumstances determination that one company controls another company.

The Federal Reserve Board also has extensive enforcement authority over bank holding companies, including the ability to assess civil monetary penalties, issue cease and desist or removal orders, and require that a bank holding company divest subsidiaries (including a subsidiary bank).

In general, the Federal Reserve Board may initiate enforcement actions for violations of laws and regulations and unsafe or unsound practices.

A bank holding company is required by law and Federal Reserve Board policy to act as a source of financial strength to each subsidiary bank and to commit resources to support such subsidiary bank.

The Federal Reserve Board may require a bank holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to its shareholders if the Federal Reserve Board believes the payment of such dividends would be an unsafe or unsound practice.

Federal Reserve System

The Federal Reserve Board requires all depository institutions to maintain reserves at specified levels against their transaction accounts, primarily checking accounts.

In response to the COVID-19 pandemic, the Federal Reserve Board reduced reserve requirement ratios to 0% effective on March 26, 2020, to support lending to households and businesses.

The reserve requirement ratio remained at 0% as of December 31, 2024.

Depository institutions, including the Bank, are required to maintain reserves against certain deposit liabilities.

In response to the COVID-19 pandemic, the Federal Reserve reduced reserve requirement ratios to 0% effective March 26, 2020, and this level remained unchanged as of December 31, 2025.

The Federal Reserve retains authority to reinstate reserve requirements at any time.

Economic Growth, Regulatory Relief and Consumer Protection Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended (the Dodd-Frank Act), imposes significant regulatory and compliance requirements, including the imposition of increased capital, leverage, and liquidity requirements, and numerous other provisions designed to improve supervision and oversight of, and strengthen safety and soundness within, the financial services sector.

On May 25, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the Regulatory Relief Act) was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under the Dodd-Frank Act.

Bank holding companies with consolidated assets of less than $100 billion, including First Financial, are no longer subject to the enhanced prudential standards established under the Dodd-Frank Act.

The Regulatory Relief Act also relieves bank holding companies and banks with consolidated assets of less than $100 billion, including First Financial, from certain record-keeping, reporting and disclosure requirements.

The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 modified or eliminated certain enhanced regulatory and compliance requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) for bank holding companies with consolidated assets below $100 billion.

As a bank holding company with assets below this threshold, First Financial benefits from relief from certain enhanced regulatory reporting, stress testing, and capital planning requirements.

Depository Institution Regulation

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The Bank is also subject to regulations of the Consumer Financial Protection Bureau (CFPB), which was established by the Dodd-Frank Act and has broad powers to adopt and enforce consumer protection regulations.

In November 2025, banking regulators announced that the focus of supervision and examination would shift from “processes, procedures and documentation” to material financial risks.

The Bank anticipates that the shift in focus of banking regulators could result in more concise and directed examinations as a result of the more clear and limited directives.

Regulatory Capital

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In July 2013, the United States banking regulators approved final rules (the Basel III Capital Rules) implementing the Basel III framework set forth by the Basel Committee on Banking Supervision, as well as certain provisions of the Dodd-Frank Act.

Community banking organizations, including First Financial and the Bank, began transitioning to the new rules when the new minimum capital requirements became effective on January 1, 2015.

Community banking organizations, including First Financial and the Bank, began transitioning to the new rules when the new

minimum capital requirements became effective on January 1, 2015.

A capital conservation buffer (i.e.

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Common equity for the Common Equity Tier 1 capital ratio generally consists of common stock (plus related surplus), retained earnings, accumulated other comprehensive income (unless an institution elects to exclude such income from regulatory capital) and limited amounts of minority interests in the form of common stock, subject to applicable regulatory adjustments and deductions.

Tier 1 capital generally consists of common equity as defined for the common equity tier 1 capital ratio, plus certain non-cumulative preferred stock and related surplus, cumulative preferred stock and related surplus, trust preferred securities that have been grandfathered (but which are not otherwise permitted), and limited amounts of minority interests in the form of additional tier 1 capital instruments, less certain deductions.

Tier 2 capital, which can be included in the total capital ratio, generally consists of other preferred capital and subordinated debt meeting certain conditions plus limited amounts of the allowance for credit losses, subject to specified eligibility criteria, less applicable deductions.

Tier 1 capital generally includes Common Equity Tier 1 (CET1) capital and Additional Tier 1 capital.

CET1 capital generally consists of common stock and related surplus (net of treasury stock), retained earnings, accumulated other comprehensive income (subject to any applicable opt-out), and certain other comprehensive income elements, less required regulatory deductions and adjustments.

Additional Tier 1 capital generally includes qualifying noncumulative perpetual preferred stock and related surplus, as well as other qualifying Additional Tier 1 instruments, including limited amounts of minority interests.

For bank holding companies that made a timely election under the regulatory capital transition provisions, certain trust preferred securities and cumulative perpetual preferred stock may continue to qualify as Additional Tier 1 capital under grandfathering provisions, subject to applicable limits.

Tier 1 capital is reduced by required regulatory deductions and adjustments.

Tier 2 capital consists of qualifying subordinated debt, certain preferred stock instruments that do not qualify as Additional Tier 1 capital, limited amounts of minority interests not included in Tier 1 capital, and an eligible portion of the allowance for credit losses (or allowance for loan and lease losses, as applicable).

Tier 2 capital is subject to specified eligibility criteria, phase-ins, regulatory limits, and required deductions.

The deductions from common equity tier 1 capital include goodwill and other intangibles, certain deferred tax assets, mortgage-servicing assets above certain levels, gains on sale in connection with a securitization, investments in a banking organization’s own capital instruments and investments in the capital of unconsolidated financial institutions (above certain levels).

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The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends and stock repurchases, and certain discretionary bonus payments to executive officers if the Company does not hold a capital conservation buffer of greater than 2.5% composed of common equity tier 1 capital compared to its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.

The Basel III Capital Rules also place restrictions on the payment of capital distributions, including dividends and stock repurchases, and certain discretionary bonus payments to executive officers if the Company does not hold a capital conservation buffer of at least 2.5% composed of common equity tier 1 capital compared to its minimum risk-based capital requirements, or if its eligible retained income is negative in that quarter and its capital conservation buffer ratio was less than 2.5% at the beginning of the quarter.

Federal banking regulators have established regulations governing prompt corrective action to resolve capital deficient banks.

Under these regulations, institutions that become under-capitalized are subject to mandatory regulatory scrutiny and limitations, which increase as capital continues to decrease.

Each such institution is also required to file a capital plan with its primary federal regulator, and its holding company must guarantee the capital shortfall up to 5% of the assets of the capital deficient institution at the time it becomes under-capitalized.

Each such institution is also required to file a capital plan with its primary federal regulator, and its holding company must guarantee the capital shortfall up to the lesser of 5% of the assets of the capital deficient institution at the time it becomes under-capitalized, or the amount necessary to restore bank to adequately capitalized status.

In accordance with the Basel III Capital Rules, in order to be “well-capitalized” under the prompt corrective action guidelines, a bank must have a common equity tier 1 capital ratio of at least 6.5%, a total risk-based capital ratio of at least 10.0%, a tier 1 risk-based capital ratio of at least 8.0% and a leverage ratio of at least 5.0%, and the bank must not be subject to any written agreement, order, capital directive or prompt corrective action directive to meet and maintain a specific capital level or any capital measure.

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A bank’s operations can be significantly affected by its capital classification under the prompt corrective action rules.

For example, a bank that is not well capitalized generally is prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market without advance regulatory approval.

For example, a bank that is not well capitalized generally is

prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market without advance regulatory approval.

These deposit-funding limitations can have an effect on the bank’s liquidity.

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The FDIA provides that a federal bank regulatory authority may require a bank holding company to divest itself of an under-capitalized bank subsidiary if the agency determines that divestiture will improve the bank’s financial condition and prospects.

In December 2018, the federal banking agencies issued a final rule to address regulatory treatment of credit loss allowances under the current expected credit loss (CECL) model (accounting standard).

The rule revised the federal banking agencies’ regulatory capital rules to identify which credit loss allowances under the CECL model are eligible for inclusion in regulatory capital and to provide banking organizations the option to phase in over three years the day-one adverse effects on regulatory capital that may result from the adoption of the CECL model.

Concurrent with the enactment of the Coronavirus Aid, Relief, and Economic Recovery Act (CARES Act) in March 2020, federal banking agencies issued an interim final rule that delayed the estimated impact on regulatory capital resulting from the adoption of CECL.

The interim final rule provided banking organizations that implemented CECL prior to the end of 2020 the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay.

First Financial adopted the capital transition relief over the five year permissible period.

Debit Card Interchange Fees

The “Durbin Amendment” to the Dodd-Frank Act, also known as Regulation II, was enacted into law in July 2010.

The Durbin Amendment limits the amount of interchange fees that banks with assets of $10 billion or more may charge to process electronic debit transactions.

The “Durbin Amendment” to the Dodd-Frank Act, also known as Regulation II limits the amount of interchange fees that banks with assets of $10 billion or more may charge to process electronic debit transactions.

Under the Durbin Amendment and the Federal Reserve Board’s implementing regulations, bank issuers which are not exempt may only receive an interchange fee from merchants that is reasonable and proportional to the cost of clearing the transaction.

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Under Ohio law, the Bank may pay a dividend from surplus only with the approval of First Financial (as the sole shareholder of the Bank) and the approval of the ODFI.

Payment of dividends by the

Bank may be restricted at any time at the discretion of its regulatory authorities, if such regulatory authorities deem such dividends to constitute unsafe and/or unsound banking practices or if necessary to maintain adequate capital.

Payment of dividends by the Bank may be restricted at any time at the discretion of its regulatory authorities, if such regulatory authorities deem such dividends to constitute unsafe and/or unsound banking practices or if necessary to maintain adequate capital.

The ability of First Financial to obtain funds for the payment of dividends, for the servicing of indebtedness and for other cash requirements is largely dependent on the amount of dividends that may be declared by the Bank.

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The FDIC maintains the DIF, which insures the deposit accounts of the Bank to the maximum amount provided by law.

The general insurance limit is $250,000 per separately insured depositor.

This insurance is backed by the full faith and credit of the United States government.

The general insurance limit is $250,000 per depositor, per ownership category, which is backed by the full faith and credit of the United States.

The FDIC assesses deposit insurance premiums on each insured institution quarterly based on risk characteristics of the institution.

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The FDIC may also impose a special assessment in an emergency situation.

The FDIA requires the FDIC's Board of Directors to set a target or Designated Reserve Ratio (DRR) for the DIF annually.

The DRR is the total of the DIF divided by the total estimated insured deposits of the industry.

Under the long-range plan, the FDIC set the DRR at 2.0% and set a schedule of assessment rates that would progressively decrease when the DRR reached 2.0% and 2.5%.

The FDIC views the 2.0% DRR as a long-term goal and the minimum level needed to withstand future crises of the magnitude of past crises.

Extraordinary growth in insured deposits during the first and second quarters of 2020 caused the DRR to decline below the statutory minimum of 1.35% as of June 30, 2020.

In September 2020, the FDIC Board of Directors adopted a restoration plan to restore the DRR to at least 1.35% by 2028, absent extraordinary circumstances, as required by the FDIC.

The restoration plan maintained the assessment rate schedules in place at the time and required the FDIC to update its analysis and projections for the DIF balance and DRR at least semiannually.

In the semiannual update for the restoration plan in June 2022, the FDIC projected that the DRR was at risk of not reaching the statutory minimum of 1.35% by September 30, 2028, the statutory deadline to restore the DRR.

Based on this update, the FDIC Board approved an amended restoration plan, and concurrently proposed an increase in initial base deposit insurance assessment rate schedules uniformly by two basis points, applicable to all insured depository institutions.

In October 2022, the FDIC Board finalized the increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023.

The revised assessment rate schedules are intended to increase the likelihood that the DRR reaches the statutory minimum level of 1.35% by September 30, 2028.

In the FDIC’s most recent semiannual update for the amended restoration plan in October 2024, the FDIC staff projected that the reserve ratio remains on track to reach the statutory minimum of 1.35% ahead of the deadline of September 30, 2028.

As a result, the FDIC staff recommended no changes to the amended restoration Plan and all scheduled assessment rates were maintained.

On November 16, 2023, the FDIC adopted a final rule implementing a special assessment to recover the loss to the DIF arising from the protection of uninsured depositors following the failures of Silicon Valley Bank and Signature Bank.

The assessment base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported for the quarter ended December 31, 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits.

The FDIC began collecting the special assessment at an annual rate of approximately 13.4 basis points, over eight quarterly assessment periods,

beginning with the first quarter of 2024.

The Bank recorded $0.2 million and $0.9 million of expense related to the special assessment in 2024 and 2023, respectively.

To address losses attributable to the systemic risk determination following the failures of Silicon Valley Bank and Signature Bank, the FDIC adopted a special assessment regime.

In December 2025, the FDIC issued an interim final rule amending the collection framework for the special assessment to better align the assessment base with estimated losses, adjust the rate for the final collection quarter, and provide for potential offsets or final shortfall assessments after receivership termination.

Estimated losses recoverable through the special assessment are approximately $16.7 billion as of September 30, 2025.

As of December 31, 2025, the Bank reported $7.4 billion in uninsured deposits.

As insurer, the FDIC is authorized to conduct examinations of and to require reporting by DIF-insured institutions.

Insurance of deposits may be terminated by the FDIC upon a finding that the institution has engaged or is engaging in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or written agreement entered into with the FDIC.

Consumer Protection Laws and Regulations

Banks are subject to regular examination to ensure compliance with federal statutes and regulations applicable to their business, including consumer protection statutes and implementing regulations.

The Dodd-Frank Act established the CFPB, which has extensive regulatory and enforcement powers over consumer financial products and services.

As a bank with total assets in excess of $10 billion, the Bank is primarily examined by the CFPB with respect to consumer protection laws and regulations.

The CFPB has adopted numerous rules with respect to consumer protection laws and has commenced related enforcement actions.

The following are just a few of the consumer protection laws applicable to the Bank:

imposes a continuing and affirmative obligation to fulfill the credit needs of its entire community, including low- and moderate-income neighborhoods.

• Equal Credit Opportunity Act:

prohibits discrimination in any credit transaction on the basis of any of various criteria.

• Truth in Lending Act:

requires that credit terms are disclosed in a manner that permits a consumer to understand and compare credit terms more readily and knowledgeably.

• Fair Housing Act:

makes it unlawful for a lender to discriminate in its housing-related lending activities against any person on the basis of any of certain criteria.

• Home Mortgage Disclosure Act:

requires financial institutions to collect data that enables regulatory agencies to determine whether the financial institutions are serving the housing credit needs of the communities in which they are located.

• Real Estate Settlement Procedures Act:

requires that lenders provide borrowers with disclosures regarding the nature and cost of real estate settlements and prohibits abusive practices that increase borrowers’ costs.

• Privacy provisions of the Gramm-Leach-Bliley Act:

requires financial institutions to establish policies and procedures to restrict the sharing of non-public customer data with non-affiliated parties and to protect customer information from unauthorized access.

The banking regulators also use their authority under the Federal Trade Commission Act to take supervisory or enforcement action with respect to unfair or deceptive acts or practices by banks that may not necessarily fall within the scope of specific banking or consumer finance law.

On July 22, 2020, the CFPB issued a final small dollar loan rule related to payday, vehicle title and certain high cost installment loans (the Small Dollar Rule) that modified a former rule that was issued in November 2013.

Lenders were required to comply with the Small Dollar Rule by June 13, 2022.

Specifically, the Small Dollar Rule revokes provisions contained in the 2013 rule that:

(i) provide that it is an unfair and abusive practice for a lender to make a covered short-term or longer-term balloon-payment loan, including payday and vehicle title loans, without reasonably determining that consumers have the ability to repay those loans according to their terms;

(ii) prescribe mandatory underwriting requirements for making the ability-to-repay determination;

(iii) exempt certain loans from mandatory underwriting requirements;

and (iv) establish related definitions, reporting, and recordkeeping requirements.

The effective date for nationwide compliance with the Final Small Dollar Rule is March 30, 2025.

Separately, the federal bank regulatory agencies issued interagency guidance on May 20, 2020, to encourage banks, savings associations, and credit unions to offer responsible small-dollar loans to customers for consumer and small business purposes.

The Small Dollar Rule did not have a material effect on First Financial’s financial condition or results of operations on a consolidated basis in 2023 or 2024.

The FDIC has authority to examine and require reporting from insured institutions and may terminate deposit insurance upon finding unsafe or unsound practices, violations of law, or material regulatory breaches.

Community Reinvestment Act

Under the CRA, every FDIC-insured institution is obligated, consistent with safe and sound banking practices, to help meet the credit needs of its entire community, including low and moderate income neighborhoods.

Under the CRA, FDIC-insured institutions are obligated, consistent with safe and sound banking practices, to help meet the credit needs of its entire community, including low and moderate income neighborhoods.

The CRA requires the appropriate federal banking regulator, in connection with the examination of an insured institution, to assess the institution's record of meeting the credit needs of its community and to consider this record in its evaluation of certain applications to banking regulators, such as an application for approval of a merger or the establishment of a branch.

An unsatisfactory rating may be used as the basis for the denial of an application and will prevent a bank holding company from making an election to become a financial holding company.

As of its most recent examination, the Bank received a CRA rating of “outstanding.”

On October 24, 2023, the federal banking agencies, including the Federal Reserve Board, issued a final rule designed to strengthen and modernize the regulations implementing the CRA.

The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry, including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations and tailor CRA evaluations and data collection to bank size and type.

The applicability date for the majority of the changes to the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027;

however, these dates are likely to change due to ongoing litigation regarding the CRA rule changes.

First Financial cannot predict the impact the changes to the CRA will have on its operations at this time.

As of the Bank’s most recent CRA examination, it received a rating of “outstanding” under applicable CRA regulations.

Federal banking agencies had issued a final rule in October 2023 designed to modernize CRA regulations with applicability originally scheduled for 2026 and 2027.

However, in light of litigation challenging the 2023 CRA rule’s implementation, the agencies, on July 16, 2025, proposed rescinding the 2023 rule and reinstating the prior regulatory framework, substantially equivalent to the regulations in effect prior to the 2023 rule, with certain technical updates.

While the proposal remains subject to notice and comment, the prior regulatory framework continues to govern CRA evaluations.

Consumer Protection Regulation and CFPB Supervision

The Bank is subject to extensive federal consumer protection laws and regulations enforced by the Consumer Financial Protection Bureau (“CFPB”), including, among others, the Consumer Financial Protection Act, the Consumer Leasing Act of 1976, the Electronic Fund Transfer Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Gramm-Leach-Bliley Act (“GLBA”), the Home Mortgage Disclosure Act of 1975, the Homeowners Protection Act of 1998, the Military Lending Act, the Real Estate Settlement Procedures Act of 1974, the Truth in Lending Act, and the Truth in Savings Act.

As a bank with total assets exceeding $10 billion, the Bank is primarily examined by the CFPB with respect to consumer protection compliance.

In 2025, the United States Congress reduced federal funding to the CFPB, and the agency’s status is currently undergoing changes of leadership, goals, directive, and enforcement capabilities.

The Bank will monitor the status of the CFPB and implement any necessary changes to its policies, procedures, and/or operations in response to any changes with the CFPB.

Privacy Rules

Federal banking regulators, as required under the Gramm-Leach-Bliley Act, as amended (the GLBA), have adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to non-affiliated third parties.

The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties.

Federal banking regulators, as required under the GLBA, have adopted rules limiting the ability of banks and other financial institutions to disclose nonpublic information about consumers to non-affiliated third parties.

The rules require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal

information to non-affiliated third parties.

The privacy provisions of the GLBA affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors.

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Incentive Compensation

Following the adoption of additional listing requirements in 2023 to comply with the Dodd-Frank Act and rules adopted by the SEC in October 2022, public companies are now required to adopt, implement and disclose a "clawback" policy for incentive compensation payments that allows recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating an accounting restatement due to material noncompliance with financial reporting requirements.

Following the adoption of additional listing requirements in 2023 to comply with the Dodd-Frank Act and rules adopted by the SEC in October 2022, public companies are required to adopt, implement and disclose a "clawback" policy for incentive compensation payments that allows recovery of incentive compensation that was paid on the basis of erroneous financial information necessitating an accounting restatement due to material noncompliance with financial reporting requirements.

This clawback policy is intended to apply to compensation paid within the three completed fiscal years immediately preceding the date the issuer is required to prepare a restatement and would cover all executives (including former executives) who received incentive awards.

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The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the financial institution’s operations after a cyber-attack involving destructive malware.

A financial institution is also expected to develop appropriate processes to enable recovery of data and business

operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cybersecurity-attack.

A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the financial institution or its critical service providers fall victim to this type of cybersecurity-attack.

If First Financial fails to observe the regulatory guidance, it could be subject to various regulatory sanctions, including financial penalties.

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Companies are required to report on Form 8-K any cybersecurity incident they determine to be material within four business days of making that determination.

See “ITEM 1C CYBERSECURITY” of Part 1 of this Report.

CYBERSECURITY” of Part 1 of this Report.

These SEC rules, and any other regulatory guidance, are in addition to notification and disclosure requirements under state and federal banking law and regulations.

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The ODFI may initiate supervisory measures or formal enforcement actions, and under certain circumstances, it may take control of an Ohio-chartered bank.

Future Legislation and Regulation

Federal and state banking laws, regulations and regulatory policies are subject to ongoing review and revision by Congress, state legislatures and applicable regulatory agencies.

In addition to the specific statutory and regulatory developments discussed above, the enactment of new legislation or regulations, changes to existing laws or supervisory policies, or changes in the interpretation or application thereof, may adversely affect First Financial, the Bank and their respective subsidiaries in ways that are difficult to anticipate.

Such developments could impact First Financial and the Bank’s business activities, financial condition and results of operations, and may increase regulatory reporting obligations and compliance costs.

The ultimate substance, timing and effect of any pending or future legislative or regulatory initiatives, and the manner in which they may be implemented or applied, cannot be predicted.

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.

What changed 10-K

Item 1. Business