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NASDAQ: FFBC FIRST FINANCIAL BANCORP /OH/ 8-K

First Financial reports record Q2 EPS of $0.80, raises dividend 4%, acquires Finward for $210M

Filed July 21, 2026 · Period ending July 21, 2026 · ~2 min read

5 key changes 2 high relevance 4 sections

Key Changes

  • high

    Agreed to acquire Finward Bancorp for $210M in all-stock deal (1.35 exchange ratio, ~5.9M shares issued). Adds $2.0B assets, $1.7B deposits in Chicago/NW Indiana; expected 5% EPS accretion, 0.4% tangible book dilution, 0.6yr earnback. Close targeted Q4 2026 pending approvals.

    Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
  • high

    Q2 2026 net income $76.5M or $0.73/share GAAP, $0.80/share adjusted (record high). Adjusted figure excludes $11.6M acquisition expenses and $0.7M tax credit writedowns. ROAA 1.50% adjusted, ROATCE 19.7% adjusted.

    Exhibit 99.1 view on EDGAR →
  • medium

    Board raised quarterly dividend to $0.26/share from $0.25 (4% increase), payable Sept 15 to holders of record Sept 1.

    Exhibit 99.1 view on EDGAR →
  • medium

    Net interest margin 3.98% (FTE), down 1bp quarter-over-quarter. Excluding accretion/fees, margin up 5bps. Cost of funds fell 6bps, asset yields down 7bps. Lower mortgage prepayments reduced accretion income 5bps.

    Exhibit 99.2 view on EDGAR →
  • medium

    Loans grew $240M in Q2 (7.1% annualized), broad-based with strength in C&I and Summit. Management expects solid Q3 growth to continue.

    Exhibit 99.1 view on EDGAR →

Summary

First Financial Bancorp reported second-quarter 2026 adjusted earnings of $0.80 per share, the highest in company history, and simultaneously announced a $210 million all-stock acquisition of Finward Bancorp that will expand its Chicago-area deposit franchise by 75%.

The Finward deal, structured at a 1.35 fixed exchange ratio issuing approximately 5.9 million shares, is expected to deliver 5% EPS accretion when fully phased in with minimal tangible book dilution (0.4% at close, 0.6-year earnback).

Finward brings $2.0 billion in assets, $1.7 billion in low-cost deposits (1.62% cost), and 24 branches in Chicago and Northwest Indiana, complementing First Financial's recent BankFinancial acquisition. The transaction is subject to regulatory and Finward shareholder approvals, with a targeted fourth-quarter 2026 close. Operating results showed net interest margin compression of 1 basis point to 3.98% (FTE), driven by lower mortgage prepayments that reduced accretion income, though the core margin excluding accretion improved 5 basis points as funding costs fell faster than asset yields. Loan growth of $240 million (7.1% annualized) was broad-based, and management expects continued momentum in the third quarter. The Board's 4% dividend increase to $0.26 per share signals confidence in earnings power and capital generation despite the $11.6 million in acquisition-related expenses that depressed GAAP earnings to $0.73 per share. For holders, the Finward acquisition represents a strategic bet on Chicago market density and deposit franchise quality, with the deal's modest dilution and quick earnback suggesting management sees clear cost-saving and revenue-synergy paths.

Section-by-Section Diff

Event · Exhibit 99.2

First Financial Bancorp reported Q2 2026 earnings of $0.80/share (adjusted) and announced acquisition of Finward Bancorp for $210M in stock.

5 Added
Added Q2 2026 earnings results high

Added in current filing · view on EDGAR →

Net income – $76.5 million or $0.73 per diluted share. Adjusted1 net income – $83.9 million or $0.80 per diluted share

First Financial reported second quarter 2026 net income of $76.5 million, or $0.73 per diluted share on a GAAP basis. Adjusted net income was $83.9 million, or $0.80 per diluted share, which the company states is the highest adjusted earnings per share in company history. The adjustments exclude $11.6 million of acquisition-related expenses, $0.7 million of tax credit investment writedowns, and other items.

Added Finward Bancorp acquisition high

Added in current filing · view on EDGAR →

Consideration Mix – 100% FFBC common stock • Exchange Ratio – Fixed exchange ratio of 1.35x ‒ Approximately 5.9 million shares issued to Finward in transaction • Transaction Value – $210 million deal value, or $48.22 per Finward share

First Financial announced the acquisition of Finward Bancorp for $210 million in an all-stock transaction. Finward shareholders will receive 1.35 shares of First Financial common stock for each Finward share, representing approximately 5.9 million shares issued. The transaction is valued at $48.22 per Finward share based on First Financial's closing price of $35.72 on July 17, 2026. The deal is expected to be 5.0% accretive to earnings per share when fully phased-in, with minimal tangible book value dilution of 0.4% at closing and a 0.6 year earnback period. The transaction is targeted to close by year-end subject to regulatory and shareholder approvals.

Added Finward strategic rationale high

Added in current filing · view on EDGAR → · paraphrased

Acquisition of a low cost, granular core deposit franchise with $2.0Bn of assets and 126 year presence in Chicago and Northwest Indiana market • Increases Chicago MSA deposits by 75% to $4.1Bn pro forma

The Finward acquisition adds $2.0 billion of assets and a 126-year franchise in Chicago and Northwest Indiana. The transaction increases First Financial's Chicago MSA deposits by 75% to $4.1 billion pro forma, complementing the recently acquired BankFinancial footprint and other Chicago-area operations. Finward brings $1.7 billion of deposits with a 1.62% cost of deposits, $412 million of wealth assets under management, and 24 retail locations. The deal is priced at 1.4x tangible book value with expected cost savings of approximately 40% of Finward's annual noninterest expense.

Added Q2 2026 net interest margin medium

Added in current filing · view on EDGAR →

Net interest margin (FTE)¹ of 3.98% decreased 1 bp from linked quarter; excluding accretion and loan fees, margin increased 5 bps • 6 bp decrease in cost of funds • 7 bp decrease in asset yields • Decline in loan accretion diluted net interest margin 5 bps o Decline primarily related to lower-than-expected prepayment rates on acquired mortgage loans

The net interest margin on a fully tax-equivalent basis was 3.98% in the second quarter, down 1 basis point from the first quarter. Excluding accretion and loan fees, the margin increased 5 basis points. The cost of funds decreased 6 basis points while asset yields declined 7 basis points. Loan accretion diluted the margin by 5 basis points, primarily due to lower-than-expected prepayment rates on acquired mortgage loans.

Added Quarterly dividend increase medium

Added in current filing · view on EDGAR →

Board of Directors approved $0.01 quarterly dividend increase to $0.26 to be paid in 3Q26

The Board of Directors approved a $0.01 increase in the quarterly common dividend to $0.26 per share, representing a 4.0% increase. The dividend will be paid in the third quarter of 2026.

Event · Exhibit 99.1

First Financial Bancorp reported Q2 2026 EPS of $0.73 ($0.80 adjusted), raised quarterly dividend to $0.26, and announced acquisition of Finward Bancorp.

3 Added
Added Q2 2026 earnings results high

Added in current filing · view on EDGAR →

For the three months ended June 30, 2026, the Company reported net income of $76.5 million, or $0.73 per diluted common share. These results compare to net income of $74.4 million, or $0.71 per diluted common share, for the first quarter of 2026.

First Financial reported second quarter 2026 net income of $76.5 million, or $0.73 per diluted share, up from $0.71 in the prior quarter. On an adjusted basis, earnings were $0.80 per share, which management described as the highest in company history. Return on average assets was 1.37% (1.50% adjusted) and return on average tangible common equity was 18.0% (19.7% adjusted).

Added Finward Bancorp acquisition high

Added in current filing · view on EDGAR →

First Financial Bancorp. (Nasdaq: FFBC) and Finward Bancorp (Nasdaq: FNWD) jointly announced today that they have entered into an agreement by which First Financial will acquire Munster-based Finward in an all-stock transaction, further expanding First Financial’s presence in the economically robust Chicagoland market with a strong core deposit franchise including 24 financial centers and a 116 year presence in the Northwest Indiana and Chicago markets.

First Financial agreed to acquire Finward Bancorp, parent of Peoples Bank, in an all-stock transaction valued at approximately $208 million based on First Financial's July 20, 2026 closing price. Each Finward share will convert to 1.35 shares of First Financial common stock. Finward has approximately $2.0 billion in assets, $1.7 billion in deposits, $1.5 billion in loans and $412 million in assets under management. The transaction is expected to be approximately 5% accretive to earnings per share with only 0.4% tangible book value dilution and a 0.6 year earnback period. The deal is expected to close in the fourth quarter of 2026, subject to regulatory approvals and Finward shareholder approval.

Added Q2 2026 net interest margin medium

Added in current filing · view on EDGAR →

Robust net interest margin of 3.96%, or 3.98% on a fully tax-equivalent basis

The net interest margin was 3.98% on a fully tax-equivalent basis, down 1 basis point from the first quarter. The decline was driven by a 7 basis point decrease in asset yields, partially offset by a 6 basis point decrease in funding costs. Lower-than-expected prepayment rates on acquired mortgage loans reduced loan accretion income, diluting the margin by 5 basis points. Management expects the margin to remain stable over the near-term assuming no significant interest rate changes.

Event · Item 2.02 — Results of Operations and Financial Condition

~100 words

First Financial Bancorp disclosed Q2 and H1 2026 earnings results via press release and investor presentation slides.

1 Added
Added Q2 and H1 2026 earnings disclosure high

Added in current filing · verify on EDGAR →

On July 21, 2026, the Company issued its earnings press release that included its results of operations and financial condition for the first six months and second quarter of 2026

First Financial Bancorp announced its financial results for the second quarter and first half of 2026 through an earnings press release. The company also provided electronic presentation slides for use in an earnings conference call, which are available on the company's website at www.bankatfirst.com.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~2,400 words

First Financial Bancorp. to acquire Finward Bancorp in a 1.35-share stock merger expected to close Q4 2026, subject to regulatory and shareholder approval.

5 Added
Added Finward Bancorp acquisition high

Added in current filing · verify on EDGAR →

On July 21, 2026, First Financial Bancorp., an Ohio corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Finward Bancorp, an Indiana corporation (“Seller” or “Finward”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Seller would merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger.

First Financial Bancorp. entered into a definitive merger agreement to acquire Finward Bancorp, an Indiana-based bank holding company. Under the agreement, Finward will merge into First Financial, with First Financial as the surviving entity. The transaction has been unanimously approved by both boards of directors and is expected to close in the fourth quarter of 2026, subject to regulatory approvals and Finward shareholder approval.

Added Merger consideration high

Added in current filing · verify on EDGAR →

at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of Seller, issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive 1.35 shares of common stock, no par value, of the Company (the “Company Common Stock”).

Finward Bancorp shareholders will receive 1.35 shares of First Financial common stock for each share of Finward common stock they own. This is an all-stock transaction with a fixed exchange ratio, meaning the value to Finward shareholders will fluctuate with First Financial's stock price between signing and closing.

Added Termination fee medium

Added in current filing · verify on EDGAR →

The Merger Agreement provides that a termination fee of $9.0 million will be payable by Seller to the Company following termination of the Merger Agreement under certain circumstances.

Finward Bancorp would owe First Financial a $9.0 million termination fee if the merger agreement is terminated under certain circumstances, such as if Finward's board withdraws its recommendation or accepts a superior competing offer. This fee is designed to discourage Finward from entertaining competing bids and compensate First Financial for deal-related costs if the transaction fails to close due to Finward's actions.

Added Closing conditions medium

Added in current filing · verify on EDGAR →

The completion of the Merger is subject to customary conditions, including (a) approval of the Merger by Seller’s shareholders, (b) authorization for listing on the NASDAQ Stock Market LLC of the shares of the Company Common Stock to be issued in connection with the Merger, subject to official notice of issuance, (c) effectiveness of the Registration Statement on Form S-4 for the Company Common Stock to be issued in the Merger, (d) the receipt of specified governmental consents and approvals that are necessary to consummate the transactions contemplated by the Merger Agreement, including from the Board of Governors of the Federal Reserve System and the Ohio Department of Commerce, Division of Financial Institutions, and termination or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of a Materially Burdensome Regulatory Condition and (e) the absence of any order, injunction, decree or other legal restraint preventing the consummation of the Merger or the Bank Merger or making the completion of the Merger or the Bank Merger illegal.

The merger is subject to standard closing conditions including Finward shareholder approval, Federal Reserve and Ohio banking regulator approvals, NASDAQ listing authorization for the new shares, and SEC effectiveness of the Form S-4 registration statement. The agreement allows either party to walk away if regulators impose conditions that would have a material adverse effect on the combined company. The merger can be terminated by either party if it does not close within one year from July 21, 2026.

Added Bank subsidiary merger medium

Added in current filing · verify on EDGAR →

Seller’s wholly owned banking subsidiary, Peoples Bank, an Indiana state-chartered bank (“Seller Bank”), is expected to merge with and into the Company’s wholly-owned banking subsidiary, First Financial Bank, an Ohio state-chartered bank (“First Financial Bank”) (the “Bank Merger”), with First Financial Bank continuing as the surviving bank in the Bank Merger.

As part of the transaction, Finward's banking subsidiary, Peoples Bank, will merge into First Financial's banking subsidiary, First Financial Bank. This bank-level merger will consolidate the two institutions' branch networks, deposits, and loan portfolios under the First Financial Bank charter.

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