Monitor the progress of regulatory approvals from the Federal Reserve Board, OCC, and IDFPR, as well as the First Illinois shareholder vote scheduled for December 11, 2026. The stock consideration value will fluctuate with FFC's stock price until closing.
Price Chart
Executive Summary
First Financial Corporation (FFC) filed a registration statement on Form S-4 with the SEC for the proposed merger with First Illinois Corporation. Under the merger agreement, each share of First Illinois common stock will be converted into the right to receive either 0.5727 shares of FFC common stock, $44.35 in cash, or a combination, subject to proration. The transaction is expected to close in the first quarter of 2027, creating a combined bank holding company with approximately $7.0 billion in total assets.
Key Facts
- First Financial Corporation (FFC) and First Illinois Corporation entered into a merger agreement on August 26, 2026.
- Each share of First Illinois common stock will be converted into the right to receive 0.5727 shares of FFC common stock, $44.35 in cash, or a combination, subject to proration.
- The maximum number of First Illinois shares that may be converted into cash consideration is 727,377, and the maximum for stock consideration is 1,697,213.
- Based on the closing price of FFC common stock on August 26, 2026, the aggregate merger consideration was approximately $111.3 million.
- FFC expects to issue approximately 971,994 shares of its common stock in the merger.
- First Illinois shareholders are expected to own approximately 8% of the combined company post-merger.
- The merger is expected to close in the first quarter of 2027, subject to shareholder and regulatory approvals.
- First Illinois directors, owning approximately 40.7% of outstanding shares, have entered into a voting agreement to vote in favor of the merger.
- A termination fee of $4.4 million is payable by First Illinois under certain circumstances.
- The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.
Financial Impact
Aggregate merger consideration of approximately $111.3 million based on the August 26, 2026 closing price of FFC common stock. FFC expects to issue approximately 971,994 shares, representing about 8% ownership for First Illinois shareholders.
Risk Factors
- The merger is subject to shareholder and regulatory approvals, which may not be obtained or may impose burdensome conditions.
- The exchange ratio is fixed, so the value of the stock consideration will fluctuate with FFC's stock price.
- Integration risks could result in higher-than-expected costs and failure to realize anticipated cost savings.
- First Illinois directors have interests in the merger that may differ from other shareholders, including employment agreements and equity award treatment.
- The merger agreement restricts First Illinois from soliciting competing proposals and includes a $4.4 million termination fee.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 11 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4 Filing (Primary) | 0001104659-26-120724 |
| Document: tm2628629d1_ex-filingfees.htm | 0001104659-26-120724 |
| Document: tm2628629d2_ex8-2.htm | 0001104659-26-120724 |
| Document: tm2628629d2_ex8-1.htm | 0001104659-26-120724 |
| Document: tm2628629d2_ex5-1.htm | 0001104659-26-120724 |
| Document: tm2628629d2_ex99-2.htm | 0001104659-26-120724 |
| Document: tm2628629d2_ex99-1.htm | 0001104659-26-120724 |
| Document: tm2628629d2_ex23-4.htm | 0001104659-26-120724 |
| Document: 0001104659-26-120724-index-headers.html | 0001104659-26-120724 |
| Document: 0001104659-26-120724-index.html | 0001104659-26-120724 |
| Document: 0001104659-26-120724.txt | 0001104659-26-120724 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 30, 2026 1d ago | S-4 | $78.34 | awaiting T+1 | awaiting T+1 | $76.55 (−2.28%) |
Oct 27, 2026 4d ago | SC 13G/A | $76.83 $77.50 | ▲ +0.87% | ▲ +1.25% | $76.55 (−0.36%) |
Oct 27, 2026 5d ago | 8-K | No price | awaiting T+1 | awaiting T+1 | No price |
Oct 27, 2026 5d ago | Press Release | $77.78 $76.83 | ▼ −1.22% | ▼ −1.57% | $76.55 (−1.58%) |
Sep 17, 2026 6w ago | 8-K | $76.55 $75.94 | ▼ −0.80% | ▼ −2.35% | $76.55 (+0.00%) |
Sep 17, 2026 6w ago | 8-K | $77.09 $76.55 | ▼ −0.70% | ▼ −0.58% | $76.55 (−0.70%) |
Sep 10, 2026 7w ago | 425 | $77.80 $77.84 | ▲ +0.05% | ▼ −0.80% | $76.55 (−1.61%) |
Sep 4, 2026 8w ago | 8-K | $79.34 $77.88 | ▼ −1.84% | ▼ −1.29% | $76.55 (−3.52%) |
Aug 27, 2026 9w ago | 8-K | $79.50 $79.24 | ▼ −0.33% | ▼ −0.10% | $76.55 (−3.71%) |
Jul 28, 2026 13w ago | 8-K | No price | awaiting T+1 | awaiting T+1 | No price |
US Market Status
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