What are the regulatory hurdles or approvals required for the merger, and what is the anticipated timeline?

Regulatory Hurdles & Approvals

The First Financial‑BankFinancial deal is a classic inter‑state bank acquisition, so the primary regulatory sign‑off will come from the Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC), which must approve the change of control and ensure that the combined institution meets capital, liquidity and risk‑management standards. Because the transaction expands First Financial’s footprint into the Chicago market—a region with a dense banking landscape—the Federal Trade Commission (FTC) (or the Department of Justice, if a antitrust review is triggered) will also evaluate whether the merger materially lessens competition in any of the overlapping local banking markets. Finally, both companies will need state banking regulator consent (Ohio’s Division of Financial Services for First Financial and Illinois’ Department of Financial and Professional Regulation for BankFinancial) and shareholder approval at each firm’s annual meeting.

Anticipated Timeline

Historically, comparable regional‑bank mergers move through the FDIC/OCC and state‑regulator pipeline in roughly 60 – 90 calendar days. An FTC antitrust review, if required, adds another 30‑45 days (the “fast‑track” review window for transactions that do not raise major competition concerns). Assuming no material objections, the parties can realistically close the transaction within 3–4 months from the announcement—i.e., by mid‑December 2025. Traders should therefore price the spread on the announcement now, but keep the “regulatory‑approval” risk premium in mind until the expected closing window in Q4 2025.