Pending Merger |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |
| Pending Merger | Pending Merger On July 21, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Financial Bancorp, an Ohio corporation (“First Financial”), pursuant to which the Company will merge with and into First Financial (the “Merger”), with First Financial continuing as the surviving corporation in the Merger. The Merger Agreement also provides that the Bank will merge with and into First Financial’s wholly-owned banking subsidiary, First Financial Bank, an Ohio state-chartered bank (“First Financial Bank”) (the “Bank Merger”), with First Financial Bank continuing as the surviving bank in the Bank Merger.
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of the Company issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 1.35 shares of common stock, no par value, of First Financial. The exchange ratio is fixed and not otherwise subject to adjustment, except in the event of certain changes in First Financial’s capitalization, as provided in the Merger Agreement.
The Merger is expected to close early in the first quarter of 2027, and is subject to approval by federal and state bank regulatory authorities and the Company’s shareholders and the satisfaction of the closing conditions set forth in the Merger Agreement.
The Company’s shareholders approved the Merger at the Company’s special shareholders meeting held on November 2, 2026. On August 19, 2026, First Financial Bank filed the required applications with both the Ohio Department of Financial Institutions and FRB, respectively, to obtain approval of the Bank Merger. In addition, on August 19, 2026 First Financial filed with the FRB a request for confirmation that the FRB would waive the requirement that First Financial file a formal bank holding company application for FRB approval of the transactions contemplated by the Merger Agreement. On October 9, 2026, First Financial was notified that the FRB had approved both the bank merger and the waiver of the holding company application. The Merger is expected to close in the first quarter of 2027, subject to approval by the ODFI and the satisfaction of the closing conditions set forth in the Merger Agreement.
|