First Financial Bancorp : Announces Acquisition with BankFinancial

About this update from First Financial Bancorp.

First Financial to strategically expand in Chicago with acquisition of BankFinancial August 11, 2025 Cautionary Note Regarding Forward-Looking Statements These factors are not necessarily all of the factors that could cause First Financial, BankFinancial, or the combined company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm First Financial's, BankFinancial's, or the combined company's results. Although each of First Financial and BankFinancial believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of First Financial or BankFinancial will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in each of First Financial's and BankFinancial's most recent annual report on Form 10-K for the fiscal year ended December 31, 2024, quarterly reports on Form 10-Q, and other documents subsequently filed by First Financial and BankFinancial with the Securities Exchange Commission ("SEC"). The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on First Financial, BankFinancial or each of their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. First Financial and BankFinancial urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by First Financial and BankFinancial. Forward-looking statements speak only as of the date they are made, and First Financial and BankFinancial undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval with respect to the proposed transaction between First Financial and BankFinancial. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Important Additional Information about the Transaction and Where to Find It In connection with the proposed transaction, First Financial intends to file with the SEC a Registration Statement on Form S-4 (the "Registration Statement") to register the shares of First Financial capital stock to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement of BankFinancial and a prospectus of First Financial (the "Proxy Statement/Prospectus"), and First Financial and BankFinancial may file with the SEC other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, BANKFINANCIAL AND THE PROPOSED TRANSACTION AND RELATED MATTERS. A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about First Financial and BankFinancial, may be obtained, free of charge, at the SEC's website ( https://www.sec.gov ) when they are filed. Copies of documents filed with the SEC by First Financial will be made available free of charge in the "Investor Relations" section of First Financial's website, https://www.bankatfirst.com/about/investor-relations.html . Copies of documents filed with the SEC by BankFinancial will be made available free of charge in the "Investor Relations" section of BankFinancial's website, https://www.bankfinancial.com/investor-relations . The information on First Financial's and BankFinancial's websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC. Participants in Solicitation BankFinancial and its directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information concerning BankFinancial's participants is set forth in the Proxy Statement, dated June 16, 2025, for BankFinancial's 2025 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the participants in the solicitation of proxies in respect of the proposed transaction and interests of participants of BankFinancial in the solicitation of proxies in respect of the Merger will be included in the Registration Statement and Proxy Statement/Prospectus to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph. Transaction highlights Proven strong credit culture and risk management practices Low execution risk given relative size Limited resource requirement will not disrupt internal initiatives or the consideration of other strategic opportunities Consistent operating philosophies drives low execution risk Ability to leverage BankFinancial's significant excess capital (20.7% CET1 ratio) and liquidity (66% Loan / Deposit ratio) for future growth Plan to reposition BankFinancial's entire multifamily loan portfolio post-closing to create incremental funding capacity and efficiently remix assets Balance sheet and capital improve on a pro forma basis Significant excess capital and liquidity - incremental excess funding capacity to be created with efficient balance sheet repositioning  +2% Earnings per Share accretion De minimis TBV dilution Enhances key profitability metrics, including ~100bps improvement in Efficiency Ratio and ~75bps improvement in ROTCE Financially attractive with immediate accretion to earnings and minimal TBV impact Acquisition of a low cost, granular core deposit franchise with $1.4Bn of assets and +100 year presence in Chicago market Complementary to existing Northwest Indiana presence, Chicago Commercial LPO, Agile Premium Finance headquarters and Bannockburn FX office Well-priced expansion opportunity at 0.91x Price / TBV and (1.2)% Core Deposit Premium Strategically expands presence in economically robust Chicago market with strong core deposit franchise Overview of BankFinancial Overview of BankFinancial Key franchise highlights Attractive low cost, core deposit franchise Significant scarcity value in Chicago MSA Strong capitalization and excess liquidity profile Limited borrowings and no brokered deposits Robust credit quality and underwriting philosophy Total Assets $1.4Bn Total Deposits $1.2Bn Headquarters Burr Ridge, Illinois Chairman & Chief Executive Officer Morgan Gasior Year Founded 1924 Branches 18 Full-Service Retail Branches Ticker BFIN (NASDAQ-Listed) Financial summary Loan & Deposit composition Balance Sheet & Capital (As of 2Q'25 Unless Otherwise Stated, %) Cash & Securities / Assets 40 Loan / Deposit Ratio 66 Non-Time Deposit Composition 79 TCE / TA 10.9 CET1 Ratio 20.7 NCOs / Avg. Loans (YTD 1H'25) 0.11 Loan composition Deposit composition Consumer 1-4 Family Certificates of Noninterest Profitability - Core (1) (2Q'25, %) Return on Avg. Assets 0.56 Net Interest Margin 3.43 Efficiency Ratio 83 Fee Income Ratio 12 Commercial Loans & Leases 24% Non-Residential Real Estate 13% <0% 2% Multi-Family Residential Real Estate 61% Deposit 21% Savings 13% Deposits: $1.2Bn Cost of Deposits: 1.49% Loans: $0.8Bn Yield on Loans: 5.17% Money Market 25% Bearing 18% Interest Bearing Checking 23% Note: Financial Data as of 2Q'25 1 Based on illustrative core profitability metrics, which includes adjustments for non-recurring unusual items during the quarter (a specific lease reserve, write-down related to repossessed machinery, legal fees, professional fees, and BOLI benefit) Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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