DEF 14A of First Financial Bancorp /Oh/, Apr 16, 2026

DEF 14A of First Financial Bancorp /Oh/

Filed Apr 16, 2026 · FY20250001104659-26-043973

Open on EDGAR

  1. Director Nominees

    Director Nominees The first item of business at the Annual Meeting will be the election of ten directors of the Company, all of whom currently serve on the Board. The nominees, including their occupations and committee memberships as of the date of this Proxy Statement, are set forth in the table below. For more information about our nomination process see page 43 of this Proxy Statement and for additional information about the director nominees, see pages 13 – 21 of this Proxy Statement.

  2. Director Nominees

    | Name | Age | Independent | Occupation | Director Since | Audit | Compensation and Human Capital | Corporate Governance and Nominating | Enterprise Risk and Compliance | Capital Markets | | Anne L. Arvia | 62 | YES | Founder and CEO of AJAJ Advisors, LLC | 2024 | C | | | | M | | Vincent A. Berta | 67 | YES | Lead Independent Director, and President and Managing Director of Covington Capital, LLC | 2018 | | | C | M | | | Archie M. Brown | 65 | NO | President and Chief Executive Officer of First Financial Bancorp. and First Financial Bank | 2018 | | | | | | | Claude E. Davis | 65 | YES | Chair of First Financial Bancorp. and First Financial Bank, and President and Partner of Brixey & Meyer Capital | 2004 | | | | | | | William J. Kramer | 65 | YES | Vice President of Finance, CFO and director of Valco Industries, Inc. | 2005 | M | M | | | | | Dawn C. Morris | 58 | YES | Founder and CEO of Growth Partners Group, LLC | 2023 | | M | M | | | | Thomas M. O’Brien | 69 | YES | Co-Founder and owner of Simpactful LLC | 2018 | M | C | | | | | Andre T. Porter | 46 | YES | Senior Vice President, Chief Strategy Officer and General Counsel of Midcontinent Independent System Operator, Inc. | 2023 | | | | M | C | | Maribeth S. Rahe | 77 | YES | President and Chief Executive Officer of Fort Washington Investment Advisors, Inc. | 2010 | | | | M | M | | Gary W. Warzala | 70 | YES | Managing Principal of CyberRisk, LLC | 2022 | | | M | C | |

  3. Director Nominees

    C = Chair M = Member

  4. Director Nominees

    | 2026 Proxy Statement | Proxy and Annual Meeting Summary | 5 |

  5. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors As of the record date, our Board consisted of ten members, nine of whom were non-employee directors and considered “independent,” as defined by the Nasdaq Rules. The Board is actively engaged in the recruitment of additional directors, and may expand the size of the Board and fill the vacancy created by that expansion if it identifies a director candidate or candidates prior to the 2027 Annual Meeting of Shareholders. If the size of the Board is expanded, director candidates may be nominated as permitted by law and our Amended Regulations. Our Amended Regulations provide that the Board shall consist of not less than nine nor more than 25 persons, with the exact number to be fixed and determined from time to time by resolution of the Board or by resolution of the shareholders at any annual or special meeting of shareholders. As the Board continues to evaluate the appropriate mix of skills, qualifications and attributes of the current Board and the skills needed to position the Board to lead the Company in the future, we anticipate additional directors will retire and new directors will be added from time to time to fill any vacancies. Any vacancy may be filled by the Board in accordance with law and our Amended Regulations for the remainder of the term of the vacant directorship. Our Board has approved the nomination of the following ten persons as candidates for election as directors at the Annual Meeting, each for a one-year term: Anne L. Arvia, Vincent A. Berta, Archie M. Brown, Claude E. Davis, William J. Kramer, Dawn C. Morris, Thomas M. O’Brien, Andre T. Porter, Maribeth S. Rahe and Gary W. Warzala. The Corporate Governance and Nominating Committee (the “Governance Committee”) recommended all ten nominees to the Board, which in turn unanimously approved the nomination of all ten persons. In the event that any one or more of the nominees becomes unavailable or unable to serve as a director prior to the Annual Meeting, your submitted proxy will be voted to elect the remaining nominees and any substitute nominee or nominees designated by the Board. We have no reason to believe that any nominee will decline or otherwise be unable to serve as a director. The ten nominees for director receiving the most votes at the Annual Meeting will be elected as directors. You can find additional information about our majority voting policy under the heading “Policy on Majority Voting” on page 44 in the Corporate Governance section of this Proxy Statement. The general considerations and criteria for assessing director candidates are established in the Charter of the Governance Committee (available at www.bankatfirst.com/about/investor-relations.html). These considerations and criteria are also summarized in the Corporate Governance section of this Proxy Statement. This Proxy Statement contains information concerning the director nominees, including their present and past professional positions, current directorships with other companies or organizations, and key qualifications and attributes qualifying them to serve on our Board. The age indicated for each nominee is their age as of March 27, 2026. For information regarding ownership of shares of the Company by nominees and directors of the Company, see the Shareholdings of Directors, Executive Officers and Nominees for Director section of this Proxy Statement. There are no arrangements or understandings between any director nominee and any other person pursuant to which such director nominee is or was nominated to serve as director.

  6. Proposal 1 — Election of Directors

    | | The Board recommends a vote FOR all of the nominees for director. |

  7. Proposal 1 — Election of Directors

    | 2026 Proxy Statement | Proposal 1 — Election of Directors | 13 |

  8. Proposal 1 — Election of Directors

    | Anne L. Arvia | Director Since: 2024 |

  9. Proposal 1 — Election of Directors

    | Age: 62 2025 Committees: ▪ Audit (Chair) ▪ Capital Markets | Ms. Arvia is the founder and CEO of AJAJ Advisors, LLC | | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | | | Accounting/ Financial Reporting | Business Development/ M&A | Business Owner | Financial/Capital Allocation | Financial Industry | | | | | | | | | | Legal or Regulatory | Public Company | Risk Management | Senior Leadership | | | | ▪ Ms. Arvia is the founder and CEO of AJAJ Advisors, LLC, a management consulting firm, and an Associate Consultant for Cornerstone Advisors, a consulting firm based in Scottsdale, Arizona, and specializing in advising financial institutions, where, from 2023 to January 2026, Ms. Arvia was Principal, Strategic Transformation and Program Management. Prior to AJAJ Advisors, LLC and Cornerstone Advisors, Ms. Arvia served from 2018 to 2022 as the Executive Vice President of The Auto Club Group and CEO & President of The Auto Club Trust, FSB, each a AAA company in Dearborn, Michigan. In addition, Ms. Arvia has held executive leadership roles at USAA Bank in San Antonio, Texas, Nationwide Insurance in Columbus, Ohio, and ShoreBank in Chicago, Illinois. ▪ Ms. Arvia has served on the board of directors of GATX Corporation (NYSE: GATX) since 2009, serving as a member of its Audit Committee since 2009 and as Chair for over 9 years. In addition, she is the current Chair of the Governance Committee and a member of the Compensation Committee for GATX. Previously Ms. Arvia served on the board of XacBank LLC, an international micro finance bank in Mongolia, and as an executive director on the boards of The Auto Club Trust, FSB, USAA Bank, FSB, Nationwide Bank and ShoreBank. She has also previously served on various non-profit boards, including the board of Leader Dogs for the Blind, supporting the sight impaired, LISC Advisory Board, supporting community development in Detroit and The University of Chicago Hospitals, as well as other large and mid-size organizations. ▪ Ms. Arvia has been a CPA since 1985 with public accounting experience, primarily in the banking space. She brings extensive banking, financial, strategic, business transformation, digital/direct channel and operating business experience and expertise to the Company and Board. | | | | |

  10. Proposal 1 — Election of Directors

    | 14 | 2026 Proxy Statement | Proposal 1 — Election of Directors |

  11. Proposal 1 — Election of Directors

    | Vincent A. Berta | Director Since: 2018 |

  12. Proposal 1 — Election of Directors

    | Age: 67 2025 Committees: ▪ Corporate Governance and Nominating (Chair) ▪ Enterprise Risk and Compliance | Mr. Berta is the President and Managing Director of Covington Capital, LLC. Mr. Berta has served as Lead Independent Director since 2020. | | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | | | Accounting/ Financial Reporting | Business Development/ M&A | Business Owner | Financial/Capital Allocation | Financial Industry | | | | | | | | | | Legal or Regulatory | Public Company | Risk Management | Senior Leadership | | | | ▪ Mr. Berta currently serves as the President and Managing Director of Covington Capital, LLC, a private investment firm providing specialized investment banking and advisory services primarily to financial, real estate and investment companies. He has held these positions since January 1997. ▪ Mr. Berta has over 35 years of experience in the financial services industry, previously serving as the Executive Vice President and Regional Chairman of U.S. Bank Corporation, the Chairman, President and Chief Executive Officer of Trans Financial, Inc., a $2.3 billion bank acquired by U.S. Bank Corporation in 1998, and a partner in Landmark Financial Advisors, Inc., a registered investment advisory company he co-founded in 2002. Mr. Berta also served as a chief financial officer and in various other roles for banking institutions. Mr. Berta is active in various community and civic associations, including work on the Focus 2030 Comprehensive Plan, which was formed to provide a community framework for growth in Bowling Green, Kentucky. ▪ Mr. Berta previously served as a director of MainSource Financial Group, Inc. and MainSource Bank from 2016 until April 1, 2018. ▪ Mr. Berta’s significant experience in the financial services industry, including specifically his executive experience as an officer of banking institutions, provides valuable insight and knowledge to the Company and Board. | | | | |

  13. Proposal 1 — Election of Directors

    | 2026 Proxy Statement | Proposal 1 — Election of Directors | 15 |

  14. Proposal 1 — Election of Directors

    | Archie M. Brown | Director Since: 2018 |

  15. Proposal 1 — Election of Directors

    | Age: 65 | Mr. Brown is the President and Chief Executive Officer of First Financial Bancorp. and First Financial Bank. | | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | | | Accounting/ Financial Reporting | Business Development/ M&A | Community Engagement | Financial/Capital Allocation | Financial Industry | | | | | | | | | | Legal or Regulatory | Public Company | Risk Management | Sales/ Marketing | Senior Leadership | | | ▪ Mr. Brown is President and Chief Executive Officer of First Financial Bancorp. and First Financial Bank, having been appointed to these positions effective April 1, 2018. Previously, he served as President and Chief Executive Officer of MainSource Financial Group, Inc. and MainSource Bank from August 2008 until April 1, 2018. Mr. Brown also served as the Chairman of the Board of MainSource Financial Group, Inc. and MainSource Bank from April 2011 until April 1, 2018. ▪ During his 40 years in banking, Mr. Brown has held management positions in branch management, region management, bank operations (both deposit and loan), business development, commercial banking, small business and consumer lending. Mr. Brown has experience in many areas of banking, including enterprise risk management, change management, expense reduction initiatives, process re-engineering, balance sheet management and restructures, loan workout initiatives, business startups within the bank, business consolidation, market selection, branch and bank acquisitions and integration, board leadership, investor and shareholder relations and working with bank regulators. ▪ Mr. Brown serves as a member of the board and executive committees of the Cincinnati City Centre Development Corporation (3CDC), the board of the Cincinnati Business Committee, and is a member of the Ohio Capital Budget Task Force. He is also a member of the board of directors of the Cincinnati Branch of the Federal Reserve Bank of Cleveland and the board of directors of the CNO Financial Group (NASDAQ: CNO) headquartered in Carmel, Indiana. Previously, he served as a member of the Cincinnati USA Regional Chamber, the Ohio Banking Commission, the University of Georgia Alumni Board of the Terry College of Business and as a board member of the United Way of Greater Cincinnati and was campaign chair in 2019. ▪ Mr. Brown has been nominated to the Board of Directors due to his role as President and Chief Executive Officer as well as his significant banking industry experience. | | | | |

  16. Proposal 1 — Election of Directors

    | 16 | 2026 Proxy Statement | Proposal 1 — Election of Directors |

  17. Proposal 1 — Election of Directors

    | Claude E. Davis | Director Since: 2004 |

  18. Proposal 1 — Election of Directors

    | Age: 65 | Mr. Davis is the Board Chair of First Financial Bancorp. and First Financial Bank and President and Partner of Brixey & Meyer Capital. | | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | | | Accounting/ Financial Reporting | Business Development/ M&A | Business Owner | Financial/Capital Allocation | Financial Industry | | | | | | | | | | Legal or Regulatory | Public Company | Risk Management | Sales/ Marketing | Senior Leadership | | | ▪ Mr. Davis became Board Chair of First Financial Bancorp. and First Financial Bank effective January 1, 2020. He previously served as Executive Chair of both First Financial Bancorp. and First Financial Bank from April 1, 2018 through December 31, 2019, and as Chief Executive Officer of both companies from October 1, 2004 through March 31, 2018. Mr. Davis has over 35 years of experience in the financial services industry. ▪ Mr. Davis currently serves as the President/Partner of Brixey & Meyer Capital, a lower middle market private investment firm headquartered in Cincinnati, Ohio. He has held that position since January 2020. As part of his responsibilities, Mr. Davis is the Chairman of the companies in the firm’s portfolio, which currently includes several companies in the health care, distribution, manufacturing, construction, transportation, and logistics industries. ▪ Mr. Davis is an owner of Sacoma Specialty Products and Rapid Prototyping and Engineering, manufacturers in the prototype, fabrication and stamping industries. ▪ Mr. Davis previously served on the Board of Directors of Indiana Farmers Mutual Insurance Company, the Federal Reserve Bank of Cleveland Board of Directors, the Butler University Board of Trustees, the Cincinnati Regional Economic Development Committee (REDI) Board of Directors, the Cincinnati Business Committee and various other non-profit boards. ▪ Mr. Davis’ years of experience in the banking industry as well as his extensive financial background provide leadership to the Board. He is intimately familiar with all aspects of our business activities. His involvement on other boards and organizations gives him insight on important societal and economic issues relevant to our Company’s business and markets. | | | | |

  19. Proposal 1 — Election of Directors

    | 2026 Proxy Statement | Proposal 1 — Election of Directors | 17 |

  20. Proposal 1 — Election of Directors

    | William J. Kramer | Director Since: 2005 |

  21. Proposal 1 — Election of Directors

    | Age: 65 2025 Committees: ▪ Audit (Chair, from February 19, 2025 to May 27, 2025) ▪ Compensation and Human Capital | Mr. Kramer is the Vice President of Finance and CFO and a member of the board of directors of Valco Industries, Inc. | | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | | | Accounting/ Financial Reporting | Business Owner | Finance/Capital Allocation | Risk Management | Senior Leadership | | | ▪ Mr. Kramer is the Vice President of Finance, CFO, and a member of the board of directors of Valco Industries, Inc. which has principal offices in New Holland, Pennsylvania and whose principal activity is the design, manufacture, and sale of equipment used in the animal production industry. He has held his current position since 2022, having previously held other executive positions at Valco Industries, Inc., including Vice President of Operations from 2008 to 2022. Mr. Kramer was previously a director of a former affiliate bank of First Financial from 1987 to 2005 and joined the board of First Financial in 2005. ▪ Mr. Kramer has been a CPA since 1984 with both public accounting and private company experience providing experience in financial reporting and accounting controls. He qualifies as an audit committee financial expert. Furthermore, his tenure with the Company provides valuable historical perspective on both the Company and the banking industry. | | | | |

  22. Proposal 1 — Election of Directors

    | Dawn C. Morris | Director Since: 2023 |

  23. Proposal 1 — Election of Directors

    | Age: 58 2025 Committees: ▪ Compensation and Human Capital ▪ Corporate Governance and Nominating | Mrs. Morris is the Founder and CEO of Growth Partners Group | | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | | | Business Development/ M&A | Business Owner | Financial Industry | Public Company | Sales/ Marketing | | | | | | | | | | Senior Leadership | | | | | | | ▪ Mrs. Morris is the Founder and CEO of Growth Partners Group, a strategic consulting firm in Boca Raton, Florida that serves clients in strategic business transformation and innovation. Prior to founding Growth Partners Group in November, 2020, Mrs. Morris was the Chief Digital and Marketing Officer at First Horizon Bank in Memphis, Tennessee from September 2018 to January 2020. ▪ Mrs. Morris was an Army Captain in the 530th Supply and Service Battalion after graduating from the United States Military Academy at West Point. Following her service in the Army, Mrs. Morris joined RBC Bank in Raleigh, North Carolina starting as a Banking Center Manager and eventually becoming Vice President of Retail/Small Business Client and Branch Strategy, then RBS Citizens Financial Group as Senior Vice President responsible for Business Banking Product Management then Customer Segment and Product Marketing followed by Webster Bank as Executive Vice President and Chief Marketing Officer. ▪ Mrs. Morris also serves on the board of directors of America’s Car-Mart (NASDAQ: CRMT), Onity Group Inc. (NYSE: ONIT) and Skycrest Roofing Co. She is also a member of the Junior League of Boca Raton and Impact 100 Palm Beach County. Previously she served on the boards of The Hartford Stage, the Girl Scouts of Connecticut, and the Governor’s Partnership of Connecticut. ▪ Mrs. Morris brings extensive banking and business experience and expertise, particularly in digital transformation and marketing, to the Company and Board. | | | | |

  24. Proposal 1 — Election of Directors

    | 18 | 2026 Proxy Statement | Proposal 1 — Election of Directors |

  25. Proposal 1 — Election of Directors

    | Thomas M. O’Brien | Director Since: 2018 |

  26. Proposal 1 — Election of Directors

    | Age: 69 2025 Committees: ▪ Audit ▪ Compensation and Human Capital (Chair) | Mr. O’Brien is the founder of Simpactful Consulting | | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | | | Business Development/ M&A | Business Owner | Public Company | Sales/ Marketing | Senior Leadership | | | ▪ Mr. O’Brien had a 31-year career at Procter & Gamble, retiring as Vice President & Chief Global Commercial Officer in 2010. During his time at Procter & Gamble, Mr. O’Brien developed strategies, conceptual innovations and relationships that consistently delivered successful results in revenue, market share and productivity. Mr. O’Brien also spent 10 years as a Senior Advisor with the Boston Consulting Group, working with large consumer companies and helping them take advantage of commercial opportunities. ▪ In 2015, Mr. O’Brien co-founded Simpactful LLC, a retail consulting firm, which has served over 225 clients since inception. Mr. O’Brien also currently serves on the advisory board for Mammoth brands (formerly known as Harry’s, Inc.). ▪ Mr. O’Brien previously served as a director of MainSource Financial Group, Inc. and MainSource Bank from 2010 until April 1, 2018. ▪ Mr. O’Brien’s extensive experience in consumer insights, sales and marketing, as well as his experience with both large complex public companies and start-up companies, provides valuable perspective to the Company and Board. | | | | |

  27. Proposal 1 — Election of Directors

    | Andre T. Porter | Director Since: 2023 |

  28. Proposal 1 — Election of Directors

    | Age: 46 2025 Committees: ▪ Capital Markets (Chair) ▪ Enterprise Risk and Compliance | Mr. Porter is the Senior Vice President, Chief Strategy Officer and General Counsel of Midcontinent Independent System Operator, Inc. | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | Business Development/ M&A | Legal or Regulatory | Risk Management | Senior Leadership | | | ▪ Mr. Porter is the Senior Vice President, Chief Strategy Officer and General Counsel of Midcontinent Independent System Operator, Inc. (MISO), with its principal office in Carmel, Indiana. MISO provides an energy market that transmits electricity to 15 midwestern and southern states. Mr. Porter has been an officer of MISO since 2016. ▪ Mr. Porter has a juris doctorate degree from The Ohio State University Moritz College of Law and previously worked in private practice before serving on the Ohio Governor’s cabinet for five years. Mr. Porter served as Director of the Ohio Department of Commerce and as Chair of the Public Utilities Commission of Ohio. He is also a former member of the Board of Trustees of Capital University and previously served as Chairman. ▪ Mr. Porter brings extensive and varied experience in legal, regulatory and governmental matters to the Company and the Board. | | | |

  29. Proposal 1 — Election of Directors

    | 2026 Proxy Statement | Proposal 1 — Election of Directors | 19 |

  30. Proposal 1 — Election of Directors

    | Maribeth S. Rahe | Director Since: 2010 |

  31. Proposal 1 — Election of Directors

    | Age: 77 2025 Committees: ▪ Capital Markets ▪ Enterprise Risk and Compliance | Ms. Rahe is the President and Chief Executive Officer of Fort Washington Investment Advisors, Inc. | | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | | | Accounting/ Financial Reporting | Business Development/ M&A | Community Engagement | Financial Industry | Legal or Regulatory | | | | | | | | | | Public Company | Sales/ Marketing | Senior Leadership | | | | | ▪ Ms. Rahe is the President and Chief Executive Officer of Fort Washington Investment Advisors, Inc., positions she has held since 2003. Fort Washington Investment Advisors, Inc. is an investment management firm and wholly owned subsidiary of Western & Southern Financial Group located in Cincinnati, Ohio. She also serves on the board of directors of Fort Washington Investment Advisors, Inc. Ms. Rahe has more than 50 years of experience in the banking and financial services industries with more than 35 years of experience in management or executive management positions. Prior to joining Fort Washington Investment Advisors, Inc. Ms. Rahe served as Vice Chair of the Board of The Harris Bank, now known as BMO Bank, responsible for personal and commercial financial services, and Vice Chairman and later President of United States Trust Company of New York. ▪ Between 2005 and 2024, Ms. Rahe served as a director of Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) which is an integrated communication services company located in Mattoon, Illinois that provides exchange carrier and broadband services. She served as the chair of CNSL’s audit committee and also on the compensation committee. ▪ Ms. Rahe is involved in and serves as a director (or in an equivalent position) of several organizations, including: ▪ Cincinnati Arts Association (Vice Chair) ▪ Cincinnati Country Club (Board of Trustees)/Executive Committee, Vice President ▪ Cintrifuse (Fund Advisory Board) ▪ New York Landmark Conservancy (Life Trustee) ▪ Rush-Presbyterian-St. Luke’s Medical Center (Life Trustee) ▪ Sisters of Notre Dame de Namur (Development Advisory Board) and P.A.C. ▪ Xavier University Williams College of Business (Board of Executive Advisors) ▪ Ms. Rahe is a recognized leader in the financial services community, both locally and nationally. She brings a seasoned perspective, insight, and financial acumen to issues and strategies relating to the Company’s business, including regulatory relationships and enterprise risk management. | | | | |

  32. Proposal 1 — Election of Directors

    | 20 | 2026 Proxy Statement | Proposal 1 — Election of Directors |

  33. Proposal 1 — Election of Directors

    | Gary W. Warzala | Director Since: 2022 |

  34. Proposal 1 — Election of Directors

    | Age: 70 2025 Committees: ▪ Corporate Governance and Nominating ▪ Enterprise Risk & Compliance (Chair) | Mr. Warzala is Managing Principal of CyberRisk, LLC | | | | | | | Core Competencies and Qualifications | | | | | | | | | | | | | | Community Engagement | Cybersecurity/ Technology | Public Company | Risk Management | Senior Leadership | | | ▪ Mr. Warzala is Managing Principal of CyberRisk, LLC, where he provides cyber security consulting services to clients. Mr. Warzala had most recently been an Executive Partner at Gartner, Inc. (NYSE: IT), a technology research and consulting firm, headquartered in Stamford, Connecticut, where he used his 20 years of experience as a chief information security officer to assist clients in developing and implementing information security strategies. Mr. Warzala has also previously been the Chief Information Security Officer at Fifth Third Bank in Cincinnati, Ohio, PNC Bank in Pittsburgh, Pennsylvania, and Visa International, San Francisco, California. Mr. Warzala was selected to the Chief Information Security Officer (CISO) Hall of Fame in 2022. ▪ Mr. Warzala is a Board member of the non-profit Indiana Golf Foundation (IGF). The focus of the IGF is on junior golf related programs including the First Tee-Indiana, which is a national youth development organization. He was previously a Board member of Defy Security, a privately held cyber security company headquartered in Canonsburg, Pennsylvania, where he provided oversight, governance, and council to the executive leadership team. ▪ Mr. Warzala’s background in information security for financial institutions as well as his CISSP and CRISC security and risk certifications provide valuable experience to the Board and the Company. | | | | |

  35. Proposal 1 — Election of Directors

    | 2026 Proxy Statement | Proposal 1 — Election of Directors | 21 |

  36. Description of the 2026 Stock Plan

    | Total Potential Dilution (or overhang) = | (shares to be issued on exercise or conversion of outstanding equity awards under a plan) + (shares proposed to be authorized under the new plan) Total number of issued and outstanding shares |

  37. Shareholdings of Directors, Executive Officers and Nominees for Director

    Shareholdings of Directors, Executive Officers and Nominees for Director The following table shows the number of shares of First Financial beneficially owned, as of March 27, 2026, by our directors, including nominees for director, and executive officers. We include beneficial ownership of common shares for each director (including all nominees for director), each named executive officer, and all directors and executive officers as a group.

  38. Shareholdings of Directors, Executive Officers and Nominees for Director

    | | Amount and Nature of Beneficial Ownership | | | Name | Common Shares Beneficially Owned | Percent of Class | | Non-Employee Directors and Nominees for Director | | | | Anne L. Arvia | 10,175 | * | | Vincent A. Berta | 32,0502 | * | | Claude E. Davis | 56,5333 | * | | William J. Kramer | 50,151 | * | | Dawn C. Morris | 7,9604 | * | | Thomas M. O’Brien | 49,4375 | * | | Andre T. Porter | 14,999 | * | | Maribeth S. Rahe | 68,528 | * | | Gary W. Warzala | 12,522 | * | | Named Executive Officers | | | | Archie M. Brown | 316,1131,6 | * | | James M. Anderson | 144,8951,7 | * | | Richard S. Dennen | 76,6031 | * | | Karen B. Woods | 75,2021,8 | * | | Amanda M. Neeley | 66,2101 | * | | 3 remaining executive officers | 150,500 | * | | All executive officers and directors as a group (17 persons) | 1,131,878 | 1.08% |

  39. Shareholdings of Directors, Executive Officers and Nominees for Director

    * Less than 1% 1. Includes unvested performance-based restricted shares (Brown — 77,585; Anderson — 29,043; Dennen — 24,975; Neeley — 19,578; Woods — 20,652). Executives retain voting and dividend (subject to escrow until vesting) rights on unvested performance-based restricted shares. 2. Includes 29,093 shares owned in a revocable trust. 3. Includes 53,576 shares jointly owned by spouse. 4. Includes 2,642 shares jointly owned by spouse. 5. Includes 46,480 shares owned in a revocable trust. 6. Includes 112,560 shares jointly owned with spouse, and 50,594 shares held by 401(k) Savings Plan. 7. Includes 20,563 shares owned by 401(k) Savings Plan, 566 shares owned for benefit of daughter and 828 shares owned for benefit of son. Includes 34,547 shares jointly owned with spouse, 400 shares jointly owned with son, 300 shares jointly owned with daughter, and 100 shares owned for the benefit of daughter.

  40. Shareholdings of Directors, Executive Officers and Nominees for Director

    | 36 | 2026 Proxy Statement | | Share Ownership |

  41. Best Practices

    | ▪ Support a pay-for-performance culture that results in the growth of long-term shareholder value. ▪ For executives, a higher percentage of pay should be variable based on the achievement of corporate financial goals. The compensation program should also promote stock ownership to enhance alignment with shareholders. ▪ For non-executives, compensation should motivate both corporate and individual goals. |

  42. Role of the Compensation Consultant

    Role of the Compensation Consultant To assist in its efforts to meet its 2025 objectives outlined above, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) to provide general executive compensation consulting services to the Compensation Committee and to the Company. Pursuant to the Compensation Committee’s charter, the Compensation Committee has the power to retain or terminate such consultant and engage other advisors. A representative of Meridian regularly participated in meetings of the Compensation Committee, including executive sessions without management present. Meridian typically collaborates with management to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the Compensation Committee. The consultant provides data regarding market practices and works with management to develop recommendations for changes to plan designs and policies consistent with the philosophies and objectives discussed earlier. In accordance with SEC Rules and the Nasdaq Rules, the Compensation Committee took appropriate actions to confirm the independence of Meridian, and to determine that the services provided by Meridian do not give rise to any conflicts of interest.

  43. Market Competitiveness

    Market Competitiveness The Compensation Committee considers the compensation practices of a group of similarly sized publicly traded financial services/banking organizations designated as the Company’s peer group in establishing and reviewing the Company’s performance, the structure of the Company’s compensation program, and the actual compensation of our executive officers. The Compensation Committee selected companies to be included in the peer group based on their asset size (approximately one-half to two times the asset size of the Company), business model, products, services and geographic location as compared to that of the Company. The Compensation Committee reviews and approves the peer group annually with input from our independent compensation consultant and management. In October 2024, the Compensation Committee reviewed the institutions comprising the 2024 peer group and removed two banks (Heartland Financial USA, Inc., which was acquired, and S&T Bancorp, Inc., based on its asset size). The Compensation Committee added two banks (Home Bancshares, Inc. and WSFS Financial Corporation.) to the peer group for 2025, each of which met the foregoing selection criteria.

  44. Market Competitiveness

    Our Compensation Committee uses peer information as a reference point when evaluating the elements and amounts of the compensation paid to our Chief Executive Officer and our other executive officers. However, the Compensation Committee does not set compensation of our executive officers at a specific benchmark level (e.g., median of peer group). Peer group data is one of several factors used by the Compensation Committee when setting the compensation of our Chief Executive Officer and other executive officers.

  45. Elements and Mix of Compensation

    | Primary Elements of Compensation | Base Salary | | To competitively compensate executives for day-to-day contributions, skills, experience, and expertise. | | | Short-Term Incentive Compensation | | To motivate executives through the opportunity to share in the rewards of the current year’s results. | | | Long-Term Equity Incentive Compensation | | To motivate executives through the opportunity to share in the rewards of sustained long-term results and value creation consisting of both time- and performance-based restricted stock. | | Additional Benefits | Employment Agreements and Change in Control and Severance Agreements Retirement and other benefits Limited perquisites and other personal benefits. | | To provide competitive benefits that encourage retention by supporting the security and protection of executives and their families |

  46. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Short-term incentives serve as a key mechanism to vary pay levels according to Company-wide short-term performance, linking executive financial rewards to the value delivered to our shareholders. Such incentives are earned and paid annually, but only after established threshold corporate performance levels are achieved. To underscore the importance of creating value for our shareholders, payouts for the Company’s executive officers under the Company’s Short-Term Incentive Plan (“STIP”) focus on corporate, rather than individual, performance. This approach also emphasizes that collective individual performances will result in improved business performance and favorably impact shareholder value. 2025 Target STIP Compensation. Generally, the Compensation Committee establishes target compensation levels for our executives under the STIP at the beginning of each fiscal year, taking into consideration such factors as peer compensation data, the Company’s compensation philosophy, program objectives, relevant market data, individual performance and the scope and responsibility of each individual. In general, target short-term incentive opportunities are targeted to be within 15% of market median levels, with executives having the opportunity to earn higher payouts if warranted based on the overall performance of the Company. The Company also considers the importance of increasing the percentage of executive pay that is performance-based rather than fixed, to better align executive pay with individual and Company performance. In 2025, the Compensation Committee reviewed the executive team’s STIP target levels and, based on this review, determined that each NEO’s STIP target level should remain unchanged from 2024, except for Mrs. Neeley’s STIP target level which was increased five percentage points due to the increased responsibilities taken on by Mrs. Neeley in 2025 and prior years. Target award opportunities are expressed as a percentage of actual base salary paid during the performance year. Actual awards may range from 0% to a maximum of 200% of the target award opportunity depending upon the level of achieved performance. The NEO target levels were as follows for the 2024 and 2025 plan years:

  47. Short-Term Incentive Compensation

    | | | Target STIP (as a percentage of base salary) | | Named Executive Officer | 2024 | 2025 | | Archie M. Brown | 90% | 90% | | James M. Anderson | 75% | 75% | | Richard Dennen | 70% | 70% | | Karen B. Woods | 70% | 70% | | Amanda M. Neeley | 60% | 65% |

  48. 2025 STIP Performance Measures

    2025 STIP Performance Measures In March 2025, the Compensation Committee reviewed the STIP performance measures and their relative weightings for 2025. The STIP is intended to provide short-term compensation incentives through key balanced measures that reflect shareholder value creation and align with the Company’s internal, board-approved business plan. Performance is measured over a 12-month period that aligns with the Company’s fiscal year for all participants (including the NEOs). When establishing STIP performance measures for 2025, the Compensation Committee considered the Company’s internal priorities, peer practices and macroeconomic conditions. The Compensation Committee also considered its desire for plan stability over time in order to maintain effectiveness of the plan as a driver of performance. Based upon its review, the Compensation Committee approved one change to the STIP performance measures for 2025: the replacement of classified assets as a percentage of total assets relative to peers with net charge-offs as a percentage of average loans relative to peers. The Committee kept the asset quality measure at 30%. The change from classified assets to net charge-offs as a performance measure was based on the belief that net charge-offs, which occur after a classified loan has been determined to be uncollectible, was a better measure of the asset quality of the Company. The Compensation Committee did not change the other financial and performance metrics in the STIP.

  49. 2025 STIP Performance Measures

    | 58 | 2026 Proxy Statement | Executive Compensation |

  50. 2025 STIP Performance Measures

    The following table summarizes the 2025 performance measures and weightings selected by the Compensation Committee:

  51. 2025 STIP Performance Measures

    | Measure | Relative to: | Weighting | Rationale | | Return on Assets | KBW Index | 40% | The Compensation Committee believes that relative ROA has a strong correlation to shareholder value creation and provides an incentive to Company executives to achieve top quartile performance among its peers. | | Net Charge Offs | KBW Index | 30% | The Compensation Committee believes that net charge offs emphasize the Company’s commitment to a quality loan portfolio, rather than just portfolio growth, which in turn enhances shareholder value and the long-term success of the Company. | | Earnings Per Share Growth | KBW Index | 30% | The Compensation Committee believes that relative EPS growth rewards executives for Company earnings performance controlled for factors that affect the entire banking industry, such as the effects of rapidly rising or falling interest rates. |

  52. 2025 STIP Performance Measures

    The KBW Regional Banking Index (KBW Index) is made up of approximately 50 regional banks located throughout the country that are generally within an asset and market capitalization range comparable to the Company. This comparator group is broader than the Company’s established benchmarking peer group which is used in the process of setting overall compensation levels. The Compensation Committee also has discretion to make a downward adjustment to STIP payouts in the event of a material risk management failure or a material error that results in financial restatement. Additionally, the Compensation Committee has discretion to adjust the formulaically calculated payout for performance in non-financial areas that may or may not directly affect the Company’s achievement of specific financial metrics for a particular year but are nevertheless important to the enhancement of shareholder value. No such adjustments were made to the 2025 STIP payout. The Compensation Committee established the following performance goals for the Company’s 2025 STIP:

  53. 2025 STIP Performance Measures

    | | | Payout1 | | | | | Metric | Weight | <25% of Peers | 50% of Peers | 75% of Peers | >90% of Peers | | Return on Assets | 40% | 0% Target Payout | 100% Target Payout | 150% Target Payout | 200% Target Payout | | Net Charge Offs | 30% | 0% Target Payout | 100% Target Payout | 150% Target Payout | 200% Target Payout | | Earnings Per Share Growth | 30% | 0% Target Payout | 100% Target Payout | 150% Target Payout | 200% Target Payout |

  54. 2025 STIP Performance Measures

    1. Total actual payout interpolated from 0% to 200% of target starting at threshold performance. In order to generate a payout for a metric, the Company’s performance on that metric is required to exceed a threshold of the 25th percentile of the KBW Index group. The actual payout is interpolated, with a maximum 200% payout of the target award opportunity.

  55. 2025 STIP Performance Measures

    | 2026 Proxy Statement | Executive Compensation | 59 |

  56. 2025 STIP Payouts

    2025 STIP Payouts The calculation of the payouts for 2025 under the STIP for all participants, including the NEOs, was as follows:

  57. 2025 STIP Payouts

    | Measure | Weighting | FFBC Results | FFBC Ranking (percentile) | Payout % of Target | Peer1 Group Component Lowest Quartile (%) | Peer1 Group Component Median (%) | Peer1 Group Component Top Quartile (%) | | Return on Assets | 40% | 1.49% | 86.6 | 188.7 | 0.92 | 1.16 | 1.33 | | Net Charge Offs | 30% | 0.25% | 26.5 | 6.0 | 0.26 | 0.20 | 0.12 | | Earnings per Share Growth | 30% | 12.05% | 44.3 | 77.2 | 2.17 | 13.27 | 22.91 | | Weighted Average Total Payout | | | | 100.4% | | | |

  58. 2025 STIP Payouts

    1. Peer performance reflects data for the twelve months ended December 31, 2025. Company performance based on GAAP (adjusted) actual performance for the twelve months ended December 31, 2025. Information concerning the reconciliation of non-GAAP information is provided in Appendix A. Based upon the Company’s performance at 100.4% of target, the Compensation Committee approved the following STIP payouts to the NEOs for 2025 (paid in 2026):

  59. 2025 STIP Payouts

    | Named Executive Officer | STIP Payout | | Archie M. Brown | $803,447 | | James M. Anderson | $418,007 | | Richard Dennen | $388,916 | | Karen B. Woods | $314,544 | | Amanda M. Neeley | $287,948 |

  60. 2025 STIP Payouts

    The Compensation Committee made no discretionary adjustments to the formulaic STIP payout for executive officers.

  61. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Company’s long-term incentive plan (“LTIP”) is designed for the Company’s senior leaders who have a direct and measurable impact on the long-term performance of the Company. The LTIP is a key component of the total compensation package and is intended to help attract, motivate and retain top professionals in the organization. Because the LTIP awards vest over a three-year period, the awards serve to align the interests of management with those of our shareholders, including the long-term success of the Company and increased shareholder value.

  62. Long-Term Incentive Compensation

    | 60 | 2026 Proxy Statement | Executive Compensation |

  63. 2025 LTIP Awards

    2025 LTIP Awards Setting 2025 LTIP target value. The Compensation Committee set each NEO’s 2025 LTIP target value taking into consideration such factors as the Company’s compensation philosophy, program objectives, relevant market data, and each individual’s scope and responsibility. For executive officers, the LTIP target value is allocated equally between grants of performance-based restricted stock and time-based restricted stock. The following chart discloses each NEO’s 2025 LTIP target value (as a percentage of base salary) and the number of shares granted under the 2025 awards:

  64. 2025 LTIP Awards

    | | Grant Date | LTI Target (% of base salary) | Grant Date Value1 | Total Number of Shares Granted | Shares of Performance- based Restricted Stock Granted | Shares of Time-based Restricted Stock Granted | | Archie M. Brown | 3/5/25 | 145% | $1,294,888 | 50,170 | 25,085 | 25,085 | | James M. Anderson | 3/5/25 | 85% | $476,298 | 18,454 | 9,227 | 9,227 | | Richard Dennen | 3/5/25 | 75% | $416,728 | 16,146 | 8,073 | 8,073 | | Karen B. Woods | 3/5/25 | 75% | $337,544 | 13,078 | 6,539 | 6,539 | | Amanda M. Neeley | 3/5/25 | 75% | $337,544 | 13,078 | 6,539 | 6,539 |

  65. 2025 LTIP Awards

    1. Based on a closing stock price of $25.81 per share as of March 5, 2025.

  66. 2025 Time-Based Restricted Stock Awards

    2025 Time-Based Restricted Stock Awards The 2025 time-based restricted stock awards generally vest over three years, with a third of each award vesting on each anniversary date of the date of grant. Dividends paid on restricted stock are held in escrow and not paid until the restrictions lapse and the stock is fully vested.

  67. Performance-Based Awards

    2025 Performance-Based Restricted Stock Awards. The 2025 performance-based restricted stock grants vest at the conclusion of the three-year performance period ending on December 31, 2027. The award is structured such that at the end of the three-year performance period: ▪ For each metric, no portion of the award may vest if performance against the KBW Index is below the 25th percentile. ▪ 50% of the award will vest if performance is at the 25th percentile. ▪ Above median performance (60th percentile) must be achieved for 100% of the award to vest. ▪ The maximum payout is capped at 150% of the initial award amount for performance at or above the 75th percentile. The number of shares that will vest is interpolated between the levels described above for performance between the 25th and 75th percentiles.

  68. Vesting of 2023 LTIP Performance-Based Stock Awards

    Vesting of 2023 LTIP Performance-Based Stock Awards On March 4, 2026, the Compensation Committee approved the payout of certain awards of performance-based restricted stock issued on March 7, 2023, with a performance period ending on December 31, 2025. The performance-based restricted stock vested on March 7, 2026, upon the attainment of the following performance targets, each of which made up 50% of the metric: ▪ Total Shareholder Return compared to banks in the KBW Index over the 36 months ended December 31, 2025; and ▪ Return on Assets compared to banks in the KBW Index over the 36 months ended December 31, 2025. The peer performance was calculated using the KBW Index based on the same performance scale outlined above, which requires 60th percentile performance for a target payout. Return on Assets was in the top quartile of the KBW Index for the 3-year period, resulting in a maximum payout, and Total Shareholder Return was below median. The calculation of the payouts in 2026 for all participants, including the Named Executive Officers of the Company, was as follows:

  69. Vesting of 2023 LTIP Performance-Based Stock Awards

    | | KBW Index Results | | | FFBC Results | FFBC Percentile Ranking | Payout | | Measure | 25th Percentile | Median | 75th Percentile | | | | | 3-year Total Shareholder Return (%) | 4.38 | 22.49 | 36.25 | 16.46 | 45.1 | 78.7 | | 3-year average Return on Assets (%) | 0.85 | 1.09 | 1.26 | 1.48 | 89.5 | 150.0 | | | | | | Total Payout | | 114.4% |

  70. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements The Company has entered into an Employment and Non-Competition Agreement with Mr. Brown, and Severance and Change in Control Agreements with its other NEOs. The purpose of the agreements is to secure the continued service and dedication of the executives and to provide for certainty and fairness in the event an executive’s employment is terminated without cause or in the event of an actual or threatened change in control of the Company. Copies of these agreements are available from the Company or from the Company’s public filings with the SEC. The Company believes the agreements are important to the Company’s ability to attract and retain executives, particularly in the event the Company is engaged in a transaction which could constitute a change in control. The terms of the employment and severance agreements, as well as the potential payments to be made to each of the NEOs in the event of their termination either without cause or in connection with a change in control, are discussed beginning on page 76 of this Proxy Statement.

  71. Pension and Other Deferred Compensation Plans

    | | | Payout | | | | | Metric | Weight | <25% of Peers | 50% of Peers | 75% of Peers | >90% of Peers | | Return on Assets | 50% | 0% Target Payout | 100% Target Payout | 150% Target Payout | 200% Target Payout | | Earnings Per Share Growth | 30% | 0% Target Payout | 100% Target Payout | 150% Target Payout | 200% Target Payout | | Strategic Component | 20% | Determined by the Compensation Committee based upon the Company’s success in merger integrations, asset quality and operational excellence. | | | |

  72. Pension and Other Deferred Compensation Plans

    | | | | Payout1 | | | | | Metric | Weight | <25% of Peers | >25% of Peers | 60% of Peers | 75% of Peers | >90% of Peers | | Return on Tangible Common Equity | 50% | 0% Target Payout | 50% Target Payout | 100% Target Payout | 150% Target Payout | 200% Target Payout | | Total Shareholder Return | 25% | 0% Target Payout | 50% Target Payout | 100% Target Payout | 150% Target Payout | 200% Target Payout | | Tangible Book Value per Share | 25% | 0% Target Payout | 50% Target Payout | 100% Target Payout | 150% Target Payout | 200% Target Payout |

  73. Stock-Based Compensation — Procedures Regarding Timing and Pricing of Grants

    Stock-Based Compensation — Procedures Regarding Timing and Pricing of Grants Our policy is to make grants of equity-based compensation only at current market prices. Absent special circumstances, it is our policy to grant annual equity awards at the regularly scheduled March meeting of our Compensation Committee. However, we may make a small percentage of grants at other times throughout the year, generally once per quarter, in connection with exceptional circumstances, such as the hiring or promotion of a key employee, special retention circumstances, or merger and acquisition activity. For 2025, we approved equity awards during the March meeting of the Compensation Committee. This date allowed time for performance reviews following the determination of corporate financial performance for the previous year. The Compensation Committee neither takes into account material nonpublic information (MNPI) when determining timing and terms of equity awards nor times the grant of equity awards in connection with the release of MNPI. We seek to make grants when our financial results have already become public, and when there is little potential for abuse of material non-public information in connection with equity-based grants. We believe we minimize the influence of our disclosures of non-public information on the long-term incentives by selecting meeting dates well in advance which fall several days or weeks after we report our financial results, and by setting the initial vesting periods at least one year from the date of grant. We follow the same procedures regarding the timing of grants to our NEOs as we do for all other award recipients.

  74. 2025 Board Compensation

    2025 Board Compensation The goal of the non-employee director compensation package is to attract and retain qualified candidates to serve on the Board of Directors, and to align the interests of the Board with those of the shareholders of the Company. In setting compensation, the Board considers primarily the fees paid by the Company’s compensation peer group, which is the same peer group used by our Compensation Committee to evaluate executive compensation. Board members are compensated with a combination of cash and stock-based compensation.

  75. Compensation Consultant

    Compensation Consultant The Compensation Committee engaged Meridian Compensation Partners, LLC as its consultant to assist in evaluating the Company’s director compensation for 2025. Meridian reviewed the amount of the Board’s compensation as well as the breakdown between cash and equity compensation in comparison to the Company’s peers. The Compensation Committee considered Meridian’s analysis in establishing 2025 director compensation.

  76. Board/Committee Fees

    Board/Committee Fees In May 2025 the retainer for non-employee directors of the Company increased to $135,000, of which a total of $62,500 was paid in cash and the remaining $72,500 was awarded in restricted stock on the date of the 2025 Annual Meeting of shareholders. The restricted stock has a one-year vesting period. Directors do not receive any fees for service on the board of directors of First Financial Bank. The Compensation Committee decided to increase the fees based upon an analysis of fees paid to directors (individually and in the aggregate) of peer banks, as well as fees paid to directors of comparable non-bank entities, in recognition of the board’s continued refreshment initiative and the need to have a competitive compensation package in order to attract and retain directors with the desired skills. In addition to the annual retainer paid to all non-employee directors, the Chair of the Board was paid an additional annual retainer of $75,000 in cash and the Lead Director of the Board was paid an additional annual retainer of $30,000 in cash. The chairs of the Enterprise Risk and Compliance and Audit committees were each paid an additional cash retainer of $20,000 and the chairs of the Capital Markets and Compensation committees were each paid an additional cash retainer of $15,000. The additional retainers paid to the Chair of the Board, the Lead Director of the Board and committee chairs compensate these directors for the extensive time that is devoted to their roles, including meetings with management, auditors, attorneys and consultants, and preparing board and committee agendas, and were adjusted based upon a review of market information. Cash director fees are paid quarterly.

  77. Director Compensation Table for 2025

    Director Compensation Table for 2025 During the fiscal year ended December 31, 2025, we provided the following compensation to our non-employee directors. Archie M. Brown, who was also an employee of the Company in 2025, did not receive any additional fees for serving on the Board and therefore has been omitted from the table. For a discussion of Mr. Brown’s compensation, see “Compensation of Executives in 2025” beginning on page 56.

  78. Director Compensation Table for 2025

    | Name | Fees Earned or Paid in Cash1 ($) | Stock Awards2 ($) | All Other Compensation3 ($) | Total ($) | | Anne L. Arvia | 73,125 | 72,500 | 2,991 | 148,616 | | Vincent A. Berta | 91,458 | 72,500 | 2,991 | 166,949 | | Cynthia O. Booth4 | 32,917 | 0 | 2,991 | 35,908 | | Claude E. Davis | 136,458 | 72,500 | 2,991 | 211,949 | | William J. Kramer | 74,374 | 72,500 | 2,991 | 149,865 | | Dawn C. Morris | 61,458 | 72,500 | 2,991 | 136,949 | | Thomas M. O’Brien | 76,458 | 72,500 | 2,991 | 151,949 | | Andre T. Porter | 70,208 | 72,500 | 2,991 | 145,699 | | Maribeth S. Rahe | 61,458 | 72,500 | 2,991 | 136,949 | | Gary W. Warzala | 81,458 | 72,500 | 2,991 | 156,949 |

  79. Director Compensation Table for 2025

    1. Includes board retainer and additional retainers for the chair of the board, the lead independent director and committee chairs. 2. Based on the closing price of First Financial’s common shares as of the date of grant (May 27, 2025) of $24.52 per share. These shares were issued as restricted stock which vests on May 27, 2026. Dividends on unvested restricted stock are held in escrow and paid upon vesting of the shares. 3. Includes accrued dividends paid on restricted stock that vested in 2025. Ms. Booth retired from the Board of Directors on May 27, 2025

  80. Director Compensation Table for 2025

    | 68 | 2026 Proxy Statement | 2025 Board Compensation |

  81. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The table below sets forth the annual and long-term compensation of our Named Executive Officers.

  82. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)1 | Non-Equity Incentive Plan Compensation ($)2 | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)3 | All Other Compensation ($)4 | Total ($) | | Archie M. Brown Chief Executive Officer | 2025 | $893,010 | $300 | $1,294,888 | $803,447 | $167,223 | $120,664 | $3,279,532 | | | 2024 | 863,931 | 100 | 1,127,102 | 1,064,248 | 156,975 | 105,130 | 3,317,486 | | | 2023 | 845,392 | 100 | 1,020,028 | 1,268,475 | 134,635 | 88,943 | 3,357,573 | | James M. Anderson Chief Financial Officer | 2025 | $560,300 | $100 | $476,298 | $418,007 | $86,481 | $43,057 | $1,584,243 | | | 2024 | 523,519 | 100 | 420,242 | 531,951 | 77,608 | 40,629 | 1,594,049 | | | 2023 | 494,046 | 100 | 348,754 | 573,432 | 62,480 | 31,341 | 1,510,153 | | Richard S. Dennen Chief Corporate Banking Officer | 2025 | $555,600 | $500 | $416,728 | $388,916 | $103,052 | $39,772 | $1,504,568 | | | 2024 | 538,562 | 300 | 378,448 | 516,125 | 94,506 | 27,218 | 1,555,159 | | | 2023 | 526,154 | 300 | 371,030 | 606,227 | 83,553 | 26,030 | 1,613,294 | | Karen B. Woods General Counsel and Chief Administrative Officer | 2025 | $450,000 | $300 | $337,544 | $314,544 | $70,782 | $40,737 | $1,213,907 | | | 2024 | 432,065 | 100 | 325,132 | 413,874 | 66,289 | 38,742 | 1,276,202 | | | 2023 | 418,558 | 100 | 297,542 | 484,715 | 55,396 | 30,280 | 1,286,591 | | Amanda M. Neeley Chief Consumer Banking & Strategy Officer | 2025 | $450,000 | $300 | $337,544 | $287,948 | $79,238 | $34,864 | $1,189,894 | | | 2024 | 421,904 | 150 | 296,324 | 346,402 | 67,918 | 27,193 | 1,159,891 | | | 2023 | 411,354 | 100 | 290,504 | 415,172 | 63,535 | 22,595 | 1,203,260 |

  83. Summary Compensation Table for 2025

    1. Includes the aggregate grant date fair value of stock awards granted under the First Financial Bancorp. 2020 Stock Plan (the “2020 Stock Plan”) during the period, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) topic 718, Stock Compensation. Assumptions used in the calculation of these amounts are described in Note 21 — Stock Options and Awards to the Company’s consolidated financial statements contained in the 2025 Annual Report filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 at page 107. All awards include both time- and performance-based restricted stock awarded during the year shown. The grant date fair value of the performance based restricted stock is based on a target level of performance and will likely vary from the actual amount the individual earns upon vesting of the awards. Assuming the highest level of performance, the grant date value of the 2025 performance-based restricted stock awards would be:

  84. Summary Compensation Table for 2025

    | Archie Brown | $971,166 | | Jamie Anderson | $357,223 | | Rick Dennen | $312,546 | | Karen Woods | $253,157 | | Amanda Neeley | $253,157 |

  85. Summary Compensation Table for 2025

    2. Amounts represent cash bonuses paid under our STIP for the years indicated. Amounts represent the annual net increase in the present value of accumulated benefits under the SERP and the Pension Plan for the relevant year. The present values of accumulated benefits under the SERP and Pension Plan were determined using assumptions consistent with those used for reporting purposes of these plans in the Company’s Annual Report on Form 10-K for each year, with no reduction for mortality risk before age 65. See also the “Pension Benefits Table” in this Proxy Statement.

  86. Summary Compensation Table for 2025

    | 2026 Proxy Statement | Compensation Tables | 69 |

  87. Summary Compensation Table for 2025

    All other compensation consists of the following:

  88. Summary Compensation Table for 2025

    | | Imputed Income Life Insurance | Accrued Dividends Paid on Vested Restricted Stock | Other | Total | | Archie Brown | $8,382 | $103,402 | $8,880 | $120,664 | | Jamie Anderson | $1,518 | $40,339 | $1,200 | $43,057 | | Rick Dennen | $2,838 | $36,934 | $0 | $39,772 | | Karen Woods | $2,838 | $36,699 | $1,200 | $40,737 | | Amanda Neeley | $1,935 | $31,729 | $1,200 | $34,864 |

  89. Summary Compensation Table for 2025

    | 70 | 2026 Proxy Statement | Compensation Tables |

  90. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table shows all individual grants of plan-based awards to the NEOs of the Company during or for the fiscal year ended December 31, 2025, including the annual cash incentive award opportunity under the Company’s STIP and time-based and performance-based restricted stock awards under the Company’s LTIP. Total value is computed utilizing the grant date market value for restricted stock awards.

  91. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plans1 | | | Estimated Future Payouts Under Equity Incentive Plans2 | | | All Other Stock Award: No. of Shares of Stock or Units3 | Grant Date Fair Value of Stock and Options Awards ($)4 | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Archie M. Brown | | $0 | $800,246 | $1,600,491 | | | | | | | | 3/5/2025 | | | | | | | 25,085 | $647,444 | | | 3/5/2025 | | | | 12,543 | 25,085 | 37,628 | | $647,444 | | James M. Anderson | | $0 | $416,341 | $832,683 | | | | | | | | 3/5/2025 | | | | | | | 9,227 | $238,149 | | | 3/5/2025 | | | | 4,614 | 9,227 | 13,841 | | $238,149 | | Richard S. Dennen | | $0 | $387,367 | $774,733 | | | | | | | | 3/5/2025 | | | | | | | 8,073 | $208,364 | | | 3/5/2025 | | | | 4,037 | 8,073 | 12,110 | | $208,364 | | Karen B. Woods | | $0 | $313,291 | $626,582 | | | | | | | | 3/5/2025 | | | | | | | 6,539 | $168,772 | | | 3/5/2025 | | | | 3,270 | 6,539 | 9,809 | | $168,772 | | Amanda M. Neeley | | $0 | $289,932 | $579,865 | | | | | | | | 3/5/2025 | | | | | | | 6,539 | $168,772 | | | 3/5/2025 | | | | 3,270 | 6,539 | 9,809 | | $168,772 |

  92. 2025 Grants of Plan-Based Awards

    1. The amounts of the estimated future payouts under the Estimated Future Payouts Under Non-Equity Incentive Plans column represent each executive’s opportunities in the event the Company met certain targets in 2025 pursuant to the terms of the STIP. Actual cash payouts for 2025 under the 2025 STIP were made March 20, 2026 and are included in the Summary Compensation Table. 2. Awards represent shares of performance-based restricted stock issued under the LTIP that vest after three years upon the attainment of certain pre-determined performance measures (for 2025 total shareholder return and return on assets in each case compared to peer). Depending on the performance level achieved, the maximum award that may be earned for these performance-based restricted shares is 150% of the initial shares awarded. Dividends paid on both time- and performance-based restricted shares are held in escrow until such shares vest. For additional information, see page 60 of the Compensation Discussion and Analysis. 3. Awards represent shares of time-based restricted stock awarded on March 5, 2025 based upon a closing price of the Company’s common shares of $25.81 as of the date of the award. All time-based restricted stock awards vest annually in equal installments over a three-year period. For additional information, see page 58 of the Compensation Discussion and Analysis. Amounts represent the aggregate grant-date fair value of stock awards, including performance-based stock and time-based restricted stock, granted under the Company’s 2020 Stock Plan during 2025, calculated in accordance with ASC 718. See notes 2 and 3, above, for additional information regarding these awards. For the performance shares, the amounts have been calculated taking into consideration the probable outcome of the respective performance conditions as of the date of grant (target). Dividends accrued but not paid until the vesting of the awards of performance shares and restricted stock are not included in the amounts reflected in this column. Assumptions used in the calculation of these amounts are described in Note 21 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

  93. 2025 Grants of Plan-Based Awards

    | 2026 Proxy Statement | Compensation Tables | 71 |

  94. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table represents information regarding unvested stock awards outstanding for each NEO as of December 31, 2025. All restricted awards have been adjusted for stock dividends and stock splits. All values in the table are based upon a market value for our stock equal to the closing per share price of the Company’s stock on the last trading date of the fiscal year, or $25.02 per share.

  95. Outstanding Equity Awards at 2025 Fiscal Year End

    | | Stock Awards | | | | | | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | Archie M. Brown | 5,1321 | $128,403 | 21,8895 | $547,663 | | | 11,9242 | $298,338 | 25,4316 | $636,284 | | | 13,8703 | $347,027 | 25,0857 | $627,627 | | James M. Anderson | 2,4961 | $62,450 | 7,4845 | $187,250 | | | 6,3222 | $158,176 | 9,4826 | $237,240 | | | 9,2273 | $230,860 | 9,2277 | $230,860 | | Richard S. Dennen | 1,9221 | $48,088 | 7,9625 | $199,209 | | | 3,0542 | $76,411 | 8,5396 | $213,646 | | | 4,3303 | $108,337 | 8,0737 | $201,986 | | Karen B. Woods4 | 1,4981 | $37,480 | 6,3855 | $159,753 | | | 3,0972 | $77,487 | 7,3366 | $183,547 | | | 3,6223 | $90,622 | 6,5397 | $163,606 | | Amanda M. Neeley | 2,0791 | $52,017 | 6,2345 | $155,975 | | | 4,4582 | $111,539 | 6,6866 | $167,284 | | | 6,5393 | $163,606 | 6,5397 | $163,606 |

  96. Outstanding Equity Awards at 2025 Fiscal Year End

    1. Time-based restricted stock granted on March 7, 2023, one-third of which vested on each of March 7, 2024, 2025 and 2026. Mr. Brown and Mr. Dennen were considered eligible for Retirement pursuant to the 2020 Stock Plan and the applicable award agreements, therefore shares were withheld at the time of grant to cover taxes for the full award granted. 2. Time-based restricted stock granted on March 7, 2024, one-third of which vested on March 7, 2025 and 2026, and one-third of which is scheduled to vest on March 7, 2027 (subject to continued employment). Mr. Brown and Mr. Dennen were considered eligible for Retirement pursuant to the 2020 Stock Plan and the applicable award agreements, therefore shares were withheld at the time of grant to cover taxes for the full award granted. 3. Time-based restricted stock granted on March 5, 2025, one-third of which vested on March 5, 2026, and one-third of which is scheduled to vest on each of March 5, 2027 and 2028 (subject to continued employment). Mr. Brown and Mr. Dennen were considered eligible for Retirement pursuant to the 2020 Stock Plan and the applicable award agreements, therefore shares were withheld at the time of grant to cover taxes for the full award granted. 4. On December 30, 2025, pursuant to the 2020 Stock Plan and the applicable award agreements, Mrs. Woods became eligible for Retirement and shares were sold to satisfy the tax obligation of her unvested shares. 5. Performance-based restricted stock granted on March 7, 2023 that was earned on March 7, 2026 based upon a three-year performance period ending on December 31, 2025. 6. Performance-based restricted stock granted on March 7, 2024 that may be earned on March 7, 2027 based upon a three-year performance period ending on December 31, 2026 if performance levels (reflected at target in this table) are achieved. Performance-based restricted stock granted on March 5, 2025 that may be earned on March 5, 2028 based upon a three-year performance period ending on December 31, 2027 if performance levels (reflected at target in this table) are achieved.

  97. Outstanding Equity Awards at 2025 Fiscal Year End

    | 72 | 2026 Proxy Statement | Compensation Tables |

  98. 2025 Stock Vested

    2025 Stock Vested The following table shows the restricted stock that vested for the NEOs in 2025, and the value realized upon exercise. The value realized is calculated based upon the closing price of the Company’s stock on the date of vesting.

  99. 2025 Stock Vested

    | | Stock Awards | | | | Number of Shares Acquired on Vesting1 (#) | Value Realized on Vesting ($) | | Archie M. Brown | 56,343 | $1,410,885 | | Jamie M. Anderson | 17,407 | $450,660 | | Richard M. Dennen | 20,381 | $511,478 | | Karen B. Woods | 20,849 | $536,657 | | Amanda N. Neeley | 13,560 | $351,126 |

  100. 2025 Stock Vested

    Reflects the gross number of shares vested without netting any shares surrendered to pay taxes.

  101. 2025 Stock Vested

    | 2026 Proxy Statement | Compensation Tables | 73 |

  102. 2025 Pension Benefits

    2025 Pension Benefits The following table shows, for each NEO, each pension plan that the NEO participates in, the number of years of credited service and the present value of accumulated benefits. Values reflect the actuarial assumptions used for financial reporting purposes. For details regarding the Company’s Pension Plan and Executive Supplemental Retirement Plan, see page 75 of the Compensation Discussion and Analysis.

  103. 2025 Pension Benefits

    | | Plan Name | Number of Years of Credited Service1 | Present Value of Accumulated Benefit2 | Payments During Last Fiscal Year | | Archie M. Brown | Pension Plan | 8 | $159,188 | $0 | | | SERP | 8 | $631,822 | $0 | | James M. Anderson | Pension Plan | 8 | $159,088 | $0 | | | SERP | 8 | $215,878 | $0 | | Richard S. Dennen | Pension Plan | 11 | $228,814 | $0 | | | SERP | 11 | $316,675 | $0 | | Karen B. Woods | Pension Plan | 8 | $156,218 | $0 | | | SERP | 8 | $169,532 | $0 | | Amanda M. Neeley | Pension Plan | 23 | $289,394 | $0 | | | SERP | 23 | $135,292 | $0 |

  104. 2025 Pension Benefits

    1. The number of years of service credited to the NEOs under the plan is computed as of December 31, 2025, the pension plan measurement date used for financial statement reporting purposes with respect to the Company’s audited financial statements in the Company’s 2025 Annual Report and filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The present value of accumulated benefits shown in this column is calculated as of December 31, 2025, the measurement date used for reporting purposes in the Company’s 2025 Annual Report. Assumptions used in determining these amounts include a 5.48% discount rate, a 5.48% lump sum interest rate, and the 2026 PPA Mortality Table, described in IRS Notice 2025-40 with static projection to commencement age using MP-2021. Assumptions used for reporting purposes in the Company’s 2025 Annual Report filed with the Form 10-K of the present value of accumulated benefits under the SERP and Pension Plan, except without reduction for mortality risk before age 65. (See Note 17 — Employee Benefit Plans to the consolidated financial statements contained in the 2025 Annual Report (filed with 2025 Form 10-K for information regarding the assumptions made by the Company for reporting purposes in the 2025 Annual Report.)

  105. 2025 Pension Benefits

    | 74 | 2026 Proxy Statement | Compensation Tables |

  106. Potential Payments for Termination Following a Change-in-Control

    Potential Payments for Termination Following a Change-in-Control The table below summarizes the potential change-in-control benefits that would become payable to each of the NEOs as of December 31, 2025 pursuant to such NEO’s employment agreement or severance and change in control agreement, as applicable, that was in effect on December 31, 2025, and under such executive’s equity award agreements (“Equity Agreements”). In calculating these benefits, we assumed a change in control of the Company on December 31, 2025. To the extent relevant, the amounts are based on the Company’s closing share price on the last trading day of 2025 of $25.02 per share.

  107. Potential Payments for Termination Following a Change-in-Control

    | | Mr. Brown | Mr. Anderson | Mr. Dennen | Mrs. Woods | Mrs. Neeley | | Change-in-Control (“CIC”) Severance Benefits | | | | | | | Base Salary | $1,786,020 | $1,120,600 | $1,111,200 | $900,000 | $900,000 | | Short-term Incentive Compensation | $2,009,273 | $840,450 | $777,840 | $663,000 | $585,000 | | General Health and Welfare Benefits / Outplacement | $59,841 | $43,205 | $49,706 | $36,716 | $44,426 | | Total CIC Severance Benefits | $3,855,134 | $2,004,255 | $1,938,746 | $1,566,716 | $1,529,426 | | Acceleration of Unvested Equity | | | | | | | Restricted Stock1 | $2,585,342 | $1,106,835 | $847,678 | $712,495 | $814,026 | | Accrued Dividends on Restricted Stock | $184,930 | $66,413 | $63,708 | $52,563 | $50,208 | | Unvested Options | $0 | $0 | $0 | $0 | $0 | | Total Unvested Equity | $2,770,272 | $1,173,248 | $911,386 | $765,058 | $864,234 | | Total Compensation Under Agreements | | | | | | | Cutback to avoid 280G Excise tax (if applicable) | $0 | $0 | $0 | $0 | $0 | | Total Benefits | $6,625,406 | $3,177,503 | $2,850,132 | $2,331,774 | $2,393,660 |

  108. Potential Payments for Termination Following a Change-in-Control

    Under the First Financial Bancorp. 2020 Stock Plan, the acceleration of the vesting or the lapse of restrictions with respect to any outstanding awards in connection with a change-in-control may occur only if (i) the change-in-control occurs and (ii) the executive’s employment with First Financial is terminated without cause or by the employee for Good Reason, as such is defined in the Stock Plan, within 18 months following such change-in-control.

  109. Potential Payments for Termination Following a Change-in-Control

    | 78 | 2026 Proxy Statement | Compensation Tables |

  110. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The CEO to median employee pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a basis for comparison between companies.

  111. CEO Pay Ratio

    | Median Employee Total Compensation (except the CEO) | $78,903 | | CEO Total Annualized Compensation | $3,279,532 | | Ratio of CEO to Median Employee Compensation | 41.6 |

  112. CEO Pay Ratio

    For purposes of identifying the median employee, an employee roster as of December 31, 2025, was used to determine the employee population. Gross wages from 2025 were used as the compensation measure. Wages were annualized for those employees who were not employed for the full year of 2025, and also for those employees who were on an unpaid leave of absence during 2025. The median employee was selected from the annualized roster. The roster included 2,010 employees, approximately 4.23% of whom were scheduled to work less than 40 hours per week. There has been no change to our employee population or employment compensation arrangements that we believe would significantly impact this pay ratio.

  113. CEO Pay Ratio

    | 80 | 2026 Proxy Statement | CEO Pay Ratio |

  114. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship between the compensation actually paid to our NEOs and certain financial performance of the Company. The compensation actually paid to our NEOs as reported in this section of the Proxy Statement does not reflect the actual amount of compensation earned by or paid to the NEOs, but is a calculation derived from the total compensation reported for the NEOs in the Summary Compensation Table, as adjusted pursuant to the requirements of 402(v) of Regulation S-K under the Exchange Act. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”

  115. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO2 ($) | Average Summary Compensation Table Total for Non-PEO NEOs3 ($) | Average Compensation Actually Paid to Non-PEO NEOs4 ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income7 ($) | Return on Assets (Company Selected Measure)8 | | | | | | | Company TSR5 ($) | Peer Group TSR6 ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $3,279,532 | $2,894,549 | $1,373,153 | $1,238,367 | $111.72 | $108.84 | $255,605 | 1.49% | | 2024 | 3,317,486 | 3,451,227 | 1,396,325 | 1,428,683 | 115.82 | 109.43 | 228,830 | 1.36% | | 2023 | 3,357,573 | 3,577,195 | 1,470,573 | 1,523,107 | 115.25 | 108.21 | 255,863 | 1.55% | | 2022 | 2,796,717 | 2,914,230 | 1,080,809 | 1,198,172 | 122.26 | 112.78 | 217,612 | 1.36% | | 2021 | 3,054,247 | 2,571,457 | 1,247,560 | 1,170,400 | 144.59 | 136.65 | 205,160 | 1.37% |

  116. Pay Versus Performance Disclosure

    1. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Brown (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” 2. The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Brown in accordance with the requirements of Item 402(v) of Regulation S-K under the Exchange Act. The following adjustments were made to the amounts reported in the “Total” column of the Summary Compensation Table to determine the compensation actually paid in 2024:

  117. Pay Versus Performance Disclosure

    | | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards (A) ($) | Equity Award Adjustments (B) ($) | Reported Change in the Actuarial Pension Benefits (C) ($) | Pension Benefit Adjustments (D) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 3,279,532 | (1,294,888) | 979,505 | (167,223) | 97,623 | 2,894,549 |

  118. Pay Versus Performance Disclosure

    (A) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table. The equity award adjustment includes the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity award granted that is outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the year (from the end of the prior fiscal year) in fair value of any award granted in prior years that are outstanding and unvested as of the end of the year; (iii) for awards that are granted and vest in same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the year, the amount equal to the change as of the vesting date (from the end of the prior fiscal 2 year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  119. Pay Versus Performance Disclosure

    | 2026 Proxy Statement | Pay Versus Performance Disclosure | 81 |

  120. Pay Versus Performance Disclosure

    | | Year End Fair Value of Equity Awards Granted in Year and Unvested at Year-End | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total Compensation | Total Equity Award Adjustments | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 471,015 | (147,019) | 647,444 | 8,065 | 0 | 0 | 979,505 |

  121. Pay Versus Performance Disclosure

    The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table. (D) The total pension benefit adjustment includes the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Brown during the year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  122. Pay Versus Performance Disclosure

    | | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | Year | ($) | ($) | ($) | | 2025 | 97,623 | 0 | 97,623 |

  123. Pay Versus Performance Disclosure

    3. The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Brown, who has served as our CEO since 2018) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Brown) included for purposes of calculating the average amounts in each applicable year are as follows:

  124. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | James M. Anderson | James M. Anderson | James M. Anderson | James M. Anderson | James M. Anderson | | Richard S. Dennen | Richard S. Dennen | Richard S. Dennen | Richard S. Dennen | Richard S. Dennen | | Karen B. Woods | Karen B. Woods | Karen B. Woods | Karen B. Woods | Karen B. Woods | | John M. Gavigan | John M. Gavigan | Amanda N. Neeley | Amanda N. Neeley | Amanda N. Neeley | | Andrew Hauck | | John M. Gavigan | | | | Catherine Myers | | | | |

  125. Pay Versus Performance Disclosure

    4. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Brown). In accordance with the requirements of Item 402(v) of Regulation S-K under the Exchange Act, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Brown) to determine the compensation actually paid, using the same methodology described above in Note 2:

  126. Pay Versus Performance Disclosure

    | Year | Average Reported Summary Compensation Table Total For Non-PEO NEOs ($) | Average Reported Value Equity ($) | Average Equity Award Adjustments ($) | Average Reported Change in the Actuarial Present Value of Pension ($) | Average Pension ($) | Average Compensation Actually Paid to NEOs ($) | | 2025 | 1,373,153 | (392,028) | 294,543 | (84,888) | 47,587 | 1,238,367 |

  127. Pay Versus Performance Disclosure

    (A) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The equity award adjustment includes the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the year; (iii) for awards that are granted and vest in same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the year, the amount equal to the change as of the vesting date (from the end of the prior fiscal 2 year) in fair value; (v) for awards granted in prior years that are determined to

  128. Pay Versus Performance Disclosure

    | 82 | 2026 Proxy Statement | Pay Versus Performance Disclosure |

  129. Pay Versus Performance Disclosure

    fail to meet the applicable vesting conditions during the year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  130. Pay Versus Performance Disclosure

    | Year | Year End Fair Value of Equity Awards Granted in Year and Unvested at Year-End ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 244,330 | (46,568) | 94,284 | 2,497 | 0 | 0 | 294,543 |

  131. Pay Versus Performance Disclosure

    (C) The amounts included in this column are the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table. (D) The total pension benefit adjustment includes the aggregate of two components: (i) the actuarially determined service cost for services rendered by the NEOs during the year (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  132. Pay Versus Performance Disclosure

    | Year | Average Service Cost ($) | Average Prior Service Cost ($) | Average Total Pension Benefit Adjustments ($) | | 2025 | 47,587 | 0 | 47,587 |

  133. Pay Versus Performance Disclosure

    5. Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The calculation assumes $100 invested on December 31, 2020 and all dividends reinvested. 6. Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The Company uses the KBW Regional Banking Index (KBW Index) as the peer group for determining performance with each of its compensation metrics. The KBW Index is made up of approximately 50 regional banks located throughout the country that are generally within an asset and market capitalization range comparable to the Company. 7. The dollar amounts (in thousands) reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 8. While the Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Return on Assets is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance.

  134. Financial Performance Measures

    | 2026 Proxy Statement | Pay Versus Performance Disclosure | 83 |

  135. Relationship Between Compensation Actually Paid and Company TSR

    Relationship Between Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

  136. Relationship Between Compensation Actually Paid and Company TSR

    | 84 | 2026 Proxy Statement | Pay Versus Performance Disclosure |

  137. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and our net income during the four most recently completed fiscal years.

  138. Relationship Between Compensation Actually Paid and Net Income

    | 2026 Proxy Statement | Pay Versus Performance Disclosure | 85 |

  139. Relationship Between Compensation Actually Paid and Return on Assets

    Relationship Between Compensation Actually Paid and Return on Assets The following chart sets forth the relationship between our Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and our Return on Assets during the four most recently completed fiscal years.

  140. Relationship Between Company TSR and Peer Group TSR

    | 86 | 2026 Proxy Statement | Pay Versus Performance Disclosure |