Item 5. Market for Registrant’s Common Equity
Item 5 . Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
(a) Market information, holders, dividends
First Financial's common shares are listed on The NASDAQ Global Select Stock Market® under the symbol "FFBC." As of February 18, 2026, our common shares were held by approximately 3,767 shareholders of record, a number that does not include beneficial owners who hold shares in “street name,” or shareholders from previously acquired companies that have not exchanged their stock. At December 31, 2025, there were no stock options outstanding and there were 858,295 shares of restricted stock outstanding. Additional information about stock options, restricted stock and restricted stock units is included in Note 21 - Stock Options and Awards in the Notes to Consolidated Financial Statements in First Financial’s 2025 Annual Report to Shareholders and in Item 12 below.
The payment of future cash dividends is at the discretion of our Board of Directors and subject to a number of factors, including results of operations, general business conditions, growth, financial condition, regulatory limitation and other factors deemed relevant by the Board. Further, our ability to pay future cash dividends is subject to certain regulatory requirements and restrictions discussed in the Supervision and Regulation section in Item 1 above. For further information see Note 3 - Restrictions on Cash and Dividends in the Notes to Consolidated Financial Statements of First Financial's 2025 Annual Report to Shareholders (included as Exhibit 13 of this report), which is incorporated by reference in response to this item.
Stock Performance Graph
The stock performance graph contained in “Total Return to Shareholders” of First Financial's 2025 Annual Report to Shareholders (included as Exhibit 13 of this report), is incorporated herein by reference in response to this item.
(b) Unregistered Sales of Equity Securities and Use of Proceeds
On November 1, First Financial issued 2,753,094 shares of our common stock (the “Stock Consideration”) in accordance with the terms and subject to the conditions set forth in the Stock Purchase Agreement (the “Purchase Agreement”), by and between First Financial and OFIC, dated as of June 23, 2025. The Closing, as defined in the Purchase Agreement, occurred on November 1, 2025, and delivery of the Stock Consideration to OFIC was effected on November 3, 2025, which was the first business day following the Closing.
The offer and sale of the Stock Consideration was made to persons who are “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The offer and sale of the Company Stock is being made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.
(c) Issuer Purchases of Equity Securities
In December 2023, the Board authorized a two-year stock repurchase plan effective January 1, 2024, that provides for the purchase of up to 5,000,000 shares of the common stock of the Company (the “2024 Stock Repurchase Plan”). The Company did not purchase any shares under the 2024 Stock Repurchase Plan in the fourth quarter of 2025.
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results Of Operations.
The information contained in the Management’s Discussion and Analysis section (including certain forward looking statements) of First Financial’s 2025 Annual Report to Shareholders (included as Exhibit 13 of this report) is incorporated herein by reference in response to this item.