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First Financial Bancorp (FFBC) Form 4 highlights:

• Director Andre T. Porter purchased 412 common shares on 06/30/2025 at $24.26 per share.
• The acquisition increases his direct holdings to 14,999 shares.
• No derivative securities were involved and the filing does not reference a Rule 10b5-1 trading plan.
• At roughly $10,000 in value, the trade is modest relative to FFBC鈥檚 market capitalization and average daily trading volume, so immediate market impact is likely limited.
• Nonetheless, insider buying鈥攅ven in small amounts鈥攃an be interpreted as a vote of confidence in future performance.

Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is marketing an Autocallable Contingent-Coupon Equity-Linked Security maturing 14 July 2027. The unsecured note offers an annualised contingent coupon of 鈮�12.20% (鈮�1.0167% per monthly period) but payments are made only when the worst-performing underlying 鈥� Energy Select Sector SPDR (XLE), Nasdaq-100 Index (NDX) or Russell 2000 Index (RUT) 鈥� closes on a valuation date at or above 70 % of its initial level (coupon barrier).

Early redemption (autocall) can occur on 18 monthly dates beginning 9 Jan 2026 if the worst performer is at or above its initial level, returning US$1,000 + accrued coupon. This feature caps the maximum holding period and may truncate income should markets trend positively.

If the note survives to maturity, investors receive:

• Par (US$1,000) + final coupon if the worst performer is 鈮�70 % of initial level.
• Principal repayment reduced 1-for-1 with the worst performer鈥檚 decline if it is <70 %; loss of up to 100 % of principal is possible.

Key economic terms:

• Issue price: US$1,000; estimated value on pricing date: 鈮�U厂$935.
• Underwriting fee: US$4.50 per note; proceeds to issuer: 鈮圲S$995.50.
• No exchange listing; liquidity depends on Citigroup Global Markets Inc.鈥檚 discretionary secondary market.
• CUSIP/ISIN: 17333LGJ8 / US17333LGJ89.

Risk highlights include: (1) exposure to the full downside of the worst performer below 70 %, with no participation in any upside of any index, (2) contingent coupons may never be paid, (3) potential early call limits total return, (4) credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., (5) complex tax treatment and possible 30 % withholding for non-U.S. holders, and (6) estimated value below issue price due to fees, hedging and Citi鈥檚 internal funding rate.

The structure suits income-seeking investors who are willing to accept equity-market downside, liquidity constraints and issuer credit risk in exchange for above-market coupons. It is inappropriate for those requiring principal protection or simple exposure to index appreciation.

Filing type: Form 144 鈥� Notice of Proposed Sale of Securities under Rule 144.

Issuer: First Financial Bancorp (FFBC). Seller: Cynthia Booth.

Proposed transaction: Up to 5,145 shares of FFBC common stock are slated for sale through Merrill (8890 Lyra Dr, Columbus, OH) on or about 30 June 2025. The filing assigns an aggregate market value of $125,741.63 to the block.

Capitalization context: With 95,736,156 shares outstanding, the planned sale represents roughly 0.005% of total shares鈥攁n immaterial stake from a dilution standpoint.

Recent insider activity: Booth has already disposed of 18,609 shares on 30 Apr 2025 and 8,210 shares on 20 Jun 2025, generating gross proceeds of approximately $852,708.26 during the last three months.

Investor takeaway: The filing signals continued insider selling trend but involves a small percentage of outstanding equity and contains no operating or earnings data. Market impact is therefore expected to be limited, though persistent disposals may influence sentiment.

First Financial Bancorp. (NASDAQ: FFBC) filed an 8-K announcing a definitive Stock Purchase Agreement signed on 23 June 2025 to acquire 100% of Westfield Bancorp, Inc., the parent of Westfield Bank, FSB. The total purchase price is US $325 million, comprised of (i) US $260 million in cash and (ii) 2,753,094 newly-issued FFBC common shares valued at US $65 million based on the 10-day VWAP immediately prior to signing. The seller is Ohio Farmers Insurance Company, which currently owns all of Westfield Bancorp鈥檚 outstanding equity.

Key contractual terms

• Customary representations, warranties and covenants by both parties, including pre-closing operating covenants requiring Westfield Bancorp to conduct business in the ordinary course and restricting specified actions without FFBC consent.
• FFBC will maintain directors鈥� & officers鈥� liability insurance for Westfield Bancorp and Westfield Bank directors/officers for six years post-closing and will indemnify them for liabilities arising from pre-closing service.
• Closing conditions include receipt of all required regulatory approvals, accuracy of representations, and material compliance with covenants. Closing is expected in Q4 2025.
• Termination rights allow either party to walk away after one year (extendable three months for pending regulatory approvals) if closing conditions are unsatisfied, or upon material uncured breach, adverse governmental orders, or denial of approvals.
• At closing, the Seller will receive customary registration rights permitting resale of all stock consideration under an automatic shelf registration statement on Form S-3.

Securities issuance & exemption

The 2.75 million FFBC shares will be issued to an accredited investor under Section 4(a)(2) and/or Rule 506 of Regulation D, qualifying as an unregistered private placement.

Investor communication

FFBC simultaneously released a press release (Ex. 99.1) and investor presentation (Ex. 99.2). Management cautions that forward-looking statements are subject to risks such as the ability to secure approvals and consummate the deal; the company disclaims any duty to update such statements.

Form 144 Notice of Proposed Sale filed for First Financial Bancorp (NASDAQ: FFBC) indicates an insider's intention to sell 8,210 shares of common stock with an aggregate market value of $191,498. The sale is planned for execution on June 20, 2025, through Merrill Lynch.

The securities to be sold were acquired through multiple restricted stock vest transactions between 2014 and 2024. The largest single vest was 3,148 shares acquired on May 28, 2017. The filing also discloses a previous sale by the same insider (Cynthia Booth) of 18,609 shares for gross proceeds of $426,354 on April 30, 2025.

The total outstanding shares of First Financial Bancorp amount to 95,736,156. The seller has certified no knowledge of undisclosed material adverse information regarding the company's operations.