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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2025

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio

001-34762

31-1042001

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(I.R.S. employer
identification number)

255 East Fifth Street, Suite 900

Cincinnati,

Ohio

45202

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (877) 322-9530

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of exchange on which registered

Common stock, No par value

FFBC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Section 8.01 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 3.02. On November 1, First Financial Bancorp., an Ohio corporation (the “Company”), issued 2,753,094 shares of the Company’s common stock (the “Company Stock”) in accordance with the terms and subject to the conditions set forth in the Stock Purchase Agreement (the “Purchase Agreement”), by and between the Company and Ohio Farmers Insurance Company, an Ohio insurance company (the “Seller”), dated as of June 23, 2025. The Closing, as defined in the Purchase Agreement (the “Closing”), occurred on November 1, 2025, and the delivery of the Company Stock to the Seller was effected on November 3, 2025, which was the first business day following the Closing.

The offer and sale of the Company Stock was made to persons who are “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (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.

Item 7.01 Regulation FD Disclosure.

On November 3, 2025, the Company issued a press release announcing the completion of the previously announced transactions contemplated by the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Report and is incorporated herein by reference.

The information contained in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Report shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On November 1, 2025, the Company completed its previously announced acquisition (the “Acquisition”) of Westfield Bancorp, Inc., an Ohio corporation (“HoldCo”), and HoldCo’s wholly-owned subsidiary, Westfield Bank, FSB, a federal savings bank (“Westfield Bank”), pursuant to the Purchase Agreement. On November 1, 2025, (i) immediately subsequent to the Closing, HoldCo merged with and into the Company, with the Company as the surviving corporation in the merger (the “Holding Company Merger”), and (ii) immediately subsequent to the Holding Company Merger, Westfield Bank merged with and into First Financial Bank, an Ohio chartered bank and wholly-owned subsidiary of the Company (the “Bank”), with the Bank as the surviving bank in the merger.

As consideration for the Acquisition, the Seller received (i) 2,753,094 shares of Company Stock, equal to $65,000,000 (the “Stock Consideration”), based on the volume weighted average price per share of Company Stock on NASDAQ for 10 consecutive trading date ending on the trading day immediately preceding the date of the Purchase Agreement, and (ii) a cash payment of $260,000,000 (the “Cash Consideration” and together with the Stock Consideration, the “Purchase Price”) for a total Purchase Price of $325,000,000.

The foregoing description of the Acquisition and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 23, 2025 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.						Description
2.1*						Stock Purchase Agreement by and between First Financial Bancorp. and Ohio Farmers Insurance Company, dated as of June 23, 2025 (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed June 23, 2025).
99.1						First Financial Bancorp. Press Release, dated November 3, 2025.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST FINANCIAL BANCORP.


		By: /s/ Karen B. Woods
		Karen B. Woods
		General Counsel

Date:	November 3, 2025

EX-99.1 2 ex991westfieldclosingannou.htm EX-99.1 Document

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

First Financial Bancorp. Announces the Completion of its Acquisition of Westfield Bancorp, Inc., and Westfield Bank, FSB

CINCINNATI, OH – November 3, 2025 – First Financial Bancorp. (Nasdaq: FFBC) (“First Financial”) announced today that it has closed its previously announced acquisition of Westfield Bancorp, Inc. (“Westfield”) in a cash and stock transaction, from the Ohio Farmers Insurance Company. Westfield is the holding company and sole shareholder of Westfield Bank, FSB (“Westfield Bank”). With the acquisition of Westfield Bank, First Financial now has $20.6 billion in assets, with a strong Midwest foundation and a wide spectrum of solutions for consumers and businesses.

All Westfield Bank retail locations and its commercial, insurance agency banking and private banking services now join First Financial’s existing commercial banking and wealth management presence in Northeast Ohio.

“This is an exciting step in the growth of First Financial, as the addition of Westfield Bank opens new possibilities for growth and profitability for us in an attractive market,” said Archie Brown, president and CEO of First Financial. “We can now bring our wide range of solutions in consumer, commercial, specialty lending and wealth management to new clients, while expanding our geographic footprint for our current clients. The First Financial team is thrilled to welcome the Westfield Bank team members to the First Financial family.”

Westfield Bank locations will continue to operate under the name “Westfield Bank” until the completion of the conversion process, anticipated in March 2026, which will consolidate the two banks’ products, processes and operating systems. Westfield Bank clients will receive detailed information about account conversions in the coming months. Until then, Westfield Bank clients do not need to take any action and can continue to obtain services from their existing Westfield Bank channels. First Financial clients will not be impacted by the merger or the conversion.

This acquisition continues First Financial’s recent growth in the Midwest. In 2023, First Financial added a commercial lending presence in Northeast Ohio. Earlier this year, First Financial announced its agreement to acquire BankFinancial Corporation, the holding company of BankFinancial, National Association, in Chicago, Illinois, expanding its existing commercial banking and other capabilities in that market. First Financial also recently added a commercial banking presence in Grand Rapids, Michigan. These growth areas build upon the First Financial’s Midwestern foundation, which includes Cincinnati, Dayton and Columbus, Ohio; Indianapolis, Indiana; and Louisville, Kentucky.

About First Financial Bancorp.

First Financial Bancorp. is a Cincinnati, Ohio based bank holding company. As of September 30, 2025, the Company had $18.6 billion in assets, $11.7 billion in loans, $14.4 billion in deposits and $2.6 billion in shareholders’ equity. The Company’s subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $4.0 billion in assets under management as of September 30, 2025. The Company operated 127 full service banking centers as of September 30, 2025, located in Ohio, Indiana, Kentucky and Illinois, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis. In 2025, First Financial Bank received its second consecutive Outstanding rating from the Federal Reserve for its performance under the Community Reinvestment Act and was recognized as a Gallup Exceptional Workplace Award winner, one of only 70 Gallup clients worldwide to receive this designation. Additional information about the Company, including its products, services and banking locations, is available at www.bankatfirst.com.

Media Contacts:

Timothy Condron, Corporate Communications Director

Email: media@bankatfirst.com

Peter Osborne

Email: peter.osborne@keypointpr.com