Form 8-K
8-K — FIRST FINANCIAL BANCORP /OH/
Accession: 0000708955-26-000198
Filed: 2026-10-28
Period: 2026-10-27
CIK: 0000708955
SIC: 6021 (NATIONAL COMMERCIAL BANKS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ffbc-20261027.htm (Primary)
EX-99.1 (ex991newdirector102726.htm)
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8-K
8-K (Primary)
Filename: ffbc-20261027.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2026
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
Ohio 001-34762 31-1042001
(State or other jurisdiction of
incorporation or organization) (Commission File Number) (I.R.S. employer
identification number)
255 East Fifth Street, Suite 800 Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (877) 322-9530
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol Name of exchange on which registered
Common stock, No par value FFBC The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d) On October 27, 2026, the Board of Directors (the “Board”) of First Financial Bancorp. (the “Company”), appointed Timothy A. Massa as a director to the Board effective immediately. In connection with the appointment of Mr. Massa, the size of the Board was increased from ten directors to eleven directors. Both Mr. Massa’s appointment to the Board and the increased number of directors on the Board were done upon recommendation of the Corporate Governance and Nominating Committee of the Board (the “CGNC”). Mr. Massa will serve as a director on the Board until the 2027 annual meeting of the Company’s shareholders, at which time it is anticipated that Mr. Massa will stand for election by the Company’s shareholders.
Mr. Massa, age 59, brings thirty-seven years of executive human capital leadership to the Board. Mr. Massa joined the team at The Kroger Co. (“Kroger”) sixteen years ago as the Vice President of Talent Development. For the past twelve years, he served on Kroger’s senior leadership team as the Executive Vice President and Chief Associate Experience Officer. Prior to his roles with Kroger, Mr. Massa spent twenty-one years in a series of human resources leadership roles with The Procter & Gamble Company. Mr. Massa retired from his role at Kroger on September 18, 2026, concluding an illustrious career of human capital leadership. Mr. Massa’s skills include executive compensation, succession planning, talent strategy and development, labor relations, and culture building.
The CGNC reviewed the skills and qualifications of Mr. Massa and determined that he would be a valuable addition to the Board. The CGNC further reviewed his background and activities and determined that Mr. Massa qualifies as an independent director in accordance with the Nasdaq rules and the rules of the Securities and Exchange Commission (the “SEC”). Mr. Massa will be compensated as a non-employee director consistent with the Company’s standard compensation for non-employee directors (“Director Compensation”). The Company’s standard Director Compensation program is more fully described in the Company’s definitive proxy statement filed with the SEC on April 16, 2026 (the “Proxy Statement”) under the heading “2025 Board Compensation”. Additionally, Mr. Massa will be subject to the Company’s share ownership requirements for non-employee directors as described in the Proxy Statement beginning on page 44 under the heading “Share Ownership Guidelines”.
In connection with his appointment to the Board, Mr. Massa will receive a pro-rated non-employee director annual cash retainer and stock award. The stock award was priced at $32.54, the closing price of the Company’s stock on October 27, 2026, and vests on the date of the 2027 annual meeting of the Company’s shareholders, consistent with the vesting of stock awards granted to non-employee directors.
No family relationships exist between Mr. Massa and any of the Company’s other directors, executive officers or any other person that would require disclosure under Item 401(d) of Regulation S-K promulgated by the SEC (“Regulation S-K”). There are no arrangements or understandings pursuant to which Mr. Massa was selected as a director, and Mr. Massa does not have any direct or indirect material interest in any transaction which would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 28, 2026, the Company issued a press release announcing the appointment of Mr. Massa to the Board, a copy of which is attached hereto as Exhibit 99.1.
The Company does not intend for this Item 7.01 or Exhibit 99.1 to be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release issued by First Financial Bancorp., dated October 28, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FIRST FINANCIAL BANCORP.
By: /s/ Karen B. Woods
Karen B. Woods
General Counsel
Date: October 28, 2026
EX-99.1
EX-99.1
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Document
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
First Financial Announces Appointment of Tim Massa to Board of Directors
Cincinnati, OH – Oct. 28, 2026 – First Financial Bancorp. (Nasdaq: FFBC) (“First Financial”) is pleased to announce the appointment of Timothy A. Massa as a new director to the Board of Directors for First Financial, effective immediately, following a vote by the Board on October 27, 2026. Mr. Massa was appointed to fill a vacancy created by the Board’s vote to increase the size of the Board from 10 to 11 members. Both the increased size of the Board and the appointment of Mr. Massa were conducted upon recommendation of the Board’s Corporate Governance and Nominating Committee.
“Tim brings experience and perspectives on human capital, including both leadership and associates, that will be valuable for us as First Financial continues to grow,” said Claude Davis, chairman.
“Tim’s background and experience are a great fit as we work to develop young professionals into senior level roles,” said Archie Brown, First Financial CEO. “I also am excited that Tim brings to the board his deep connectivity to the Greater Cincinnati community.”
Mr. Massa, 59, has 37 years of executive human capital leadership, including 16 years at Kroger, with 12 years on Kroger’s senior leadership team, and 21 years at The Procter & Gamble Company. He is a recognized expert in executive compensation, CEO succession planning, talent strategy, labor relations, total rewards and culture, and has led large-scale organizational transformations, including multiple mergers, acquisitions, integrations and divestitures. He retired in September 2026 after serving as Kroger’s executive vice president and chief associate experience officer for the past 12 years. Mr. Massa is currently a strategic advisor to the Kroger Company.
Mr. Massa serves on the board of directors for Smirk Health, the board of trustees of the National Academy of Human Resources, and the advisory board of the Center for Executive Succession at the University of South Carolina’s Darla Moore School of Business. He also serves on the board of directors of the Cincinnati Sports Commission and the executive committee of the American Cancer Society in Cincinnati and recently completed nine years on the board of trustees of the Cincinnati Zoo.
About First Financial Bancorp.
First Financial Bancorp. is a Cincinnati, Ohio based bank holding company. As of September 30, 2026, the Company had $22.3 billion in assets, $13.9 billion in loans, $17.7 billion in deposits and $2.9 billion in shareholders’ equity. The Company’s subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $4.5 billion in assets under management as of September 30, 2026. The Company operated 151 full service banking centers as of September 30, 2026, located in Ohio, Indiana, Kentucky and Illinois, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis. In 2025, First Financial Bank received its second consecutive Outstanding rating from the Federal Reserve for its performance under the Community Reinvestment Act and was recognized as a Gallup Exceptional Workplace Award winner, one of only 70 Gallup clients worldwide to receive this designation. Additional information about the Company, including its products, services and banking locations, is available at www.bankatfirst.com.
Media Contacts:
Timothy Condron, Corporate Communications Director
Email: media@bankatfirst.com
Peter Osborne
Email: peter.osborne@keypointpr.com
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