First Financial entered into a definitive agreement to acquire Westfield Bancorp, in a cash and stock transaction, from Ohio Farmers Insurance Company, the parent company of the global property and casualty (P&C) insurance group conducting business as Westfield.

The acquisition builds on First Financial’s existing commercial banking and wealth management presence in Northeast Ohio by adding all of Westfield Bank’s retail banking locations and its commercial, insurance agency and private banking services. Additionally, First Financial’s larger balance sheet will provide expanded credit capacity for Westfield Bank clients and additional growth opportunities for Westfield Bank employees.

“We are excited to welcome Westfield Bank and to accelerate our growth in Northeast Ohio,” Archie Brown, president and CEO of First Financial, said. “This targeted expansion of our commercial, consumer and specialty banking businesses broadens our ability to serve additional clients, and it opens up new avenues for growth and profitability in an attractive geographical area. We are excited about the commercial banking focus of Westfield Bank as well as the complementary nature of Westfield Bank’s specialty lending businesses, which will build upon our existing strengths. Both teams share a community-first approach, while emphasizing a positive workplace culture, which is an excellent foundation for us as we expand our banking solutions to serve more communities. To demonstrate our commitment to Northeast Ohio, First Financial has committed to donate $500,000 to its Foundation for the benefit of local organizations in the communities served by Westfield Bank.”

“This decision is aligned with our strategic focus on our portfolio of property and casualty insurance businesses, including the recent additions of Westfield Specialty U.S. and Westfield Specialty International to the portfolio,” Ed Largent, CEO and board chair of Westfield, said. “We’re proud of what Westfield Bank has accomplished, and with First Financial’s strategic priorities centered on banking, Westfield Bank is well positioned for continued growth and success.”

“Westfield Bank’s growth to become one of Ohio’s largest independently owned community banks has been a tremendous success story,” Mike Toth, chairman, president and CEO of Westfield Bank, said. “We are incredibly proud of the strong relationships we’ve built with our customers and the contributions our banking team has made over the past two decades. This next chapter will create new opportunities for our customers and employees, ensuring the Bank’s continued success for years to come.”

Under the terms of the agreement, First Financial will purchase 100% of the stock of Westfield Bancorp, from its sole shareholder, Ohio Farmers. The transaction is valued at $325 million, which will be paid 80% in cash and 20% in stock of First Financial. Specifically, the transaction consideration will include $260 million in cash and approximately 2.75 million shares of First Financial stock, which equates to approximately $65 million based on the 10-day volume weighted average price (VWAP) of First Financial’s stock as of June 20, 2025. The transaction is expected to be 12% accretive to First Financial’s earnings with a tangible book value earn-back of approximately 2.9 years.

The transaction is expected to close in the fourth quarter of 2025, subject to regulatory approvals and satisfaction of customary closing conditions. No First Financial shareholder approval is required. Approval of Westfield Bancorp’s sole shareholder, Ohio Farmers, has been received.

Janney Montgomery Scott is serving as financial advisor to First Financial. Keefe, Bruyette & Woods, a Stifel company, is serving as financial advisor to Ohio Farmers. Amundsen Davis is serving as Legal Counsel to First Financial. Squire Patton Boggs (U.S.) is serving as legal counsel to Ohio Farmers and Westfield Bancorp.