8-K

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): January 14, 2019

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	31-1042001
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)

Commission file number: 001-34762

255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202

(Address of principal executive offices and 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))

Indicate by check mark whether the registrant is an emerging growth company as defined

in 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 8.01Other Events.

On Monday, January 14, 2019, First Financial Bancorp. (the "Company") announced that the Board of Directors has authorized the purchase of up to 5,000,000 shares of the Company’s common stock, representing approximately 5.0% of the Company's issued and outstanding shares of common stock as of September 30, 2018.

The Board of Directors authorized this stock repurchase plan based on the strength of the Company’s balance sheet and capital position. The Board believes that a stock repurchase plan is an important tool that can be utilized to enhance long term shareholder value. Share repurchases will be made periodically as permitted by securities laws and other legal requirements and will be subject to market conditions as well as other factors. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. If any share purchases are made, they will be over a period of not greater than twenty-four months. Share purchases may be commenced or suspended at any time or periodically without prior notice. A copy of the press release dated January 14, 2019 is attached to this Current Report as Exhibit 99.1 and is furnished herewith.

Item 9.01    Financial Statements andExhibits.

(d)    Exhibits

Exhibit No.Description

99.1            Press Release of First Financial Bancorp. dated January 14, 2019

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:	January 14, 2019

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Lauren Ponti-Zins

(513) 246-2137 (office)

media@bankatfirst.com

First Financial Bancorp Announces Stock Repurchase Plan

Cincinnati, Ohio, January 14, 2019 - First Financial Bancorp (NASDAQ: FFBC) has announced that its Board of Directors has approved a stock repurchase plan. The plan authorizes the purchase of up to 5,000,000 shares of the Company’s common stock, representing approximately 5 percent of the Company’s issued and outstanding shares of common stock as of September 30, 2018.

“The Board of Directors has authorized this stock repurchase plan based on the strength of the Company’s balance sheet and capital position. We believe a share repurchase plan is an important tool that can be utilized to enhance long term shareholder value,” stated Jamie Anderson, Chief Financial Officer.

Share repurchases will be made periodically as permitted by securities laws and other legal requirements and will be subject to market conditions, as well as other factors. Repurchases may be made in the open market, through block trades or otherwise, and in privately negotiated transactions. If any share purchases are made, they will be over a period of not greater than twenty-four months. Share purchases may be commenced or suspended at any time or periodically without prior notice.

About First Financial

First Financial Bancorp is a Cincinnati, Ohio based bank holding company. As of September 30, 2018, the Company had $13.8 billion in assets, $8.8 billion in loans, $9.8 billion in deposits and $2.0 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 $2.8 billion in assets under management as of September 30, 2018. The Company's primary operating markets are located in Ohio, Indiana and Kentucky where it operated 159 banking centers as of September 30, 2018, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis. Additional information about the Company, including its products, services and banking locations is available at www.bankatfirst.com.

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