FIRST FINANCIAL CORP

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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☒	Definitive Proxy Statement
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☐	Soliciting Material Pursuant to §240.14a-12


FIRST FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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FIRST FINANCIAL CORPORATION
One First Financial Plaza
P.O. Box 540
Terre Haute, Indiana 47808

March 13, 2026

Dear Shareholders:

Our 2026 Annual Meeting of Shareholders will be held on Wednesday, April 15, 2026, at 11:00 a.m. (EDT) (“Annual Meeting”). The Annual Meeting will be held virtually via live audio webcast on the Internet at www.virtualshareholdermeeting.com/THFF2026. Even though our meeting will be held virtually, shareholders will still have the ability to participate in our Annual Meeting and vote their shares at the Annual Meeting if they wish.

The formal notice of this Annual Meeting and the proxy statement appear on the following pages. We have also enclosed a copy of our 2025 Annual Report on Form 10-K for your review. To ensure that your votes on the business matters of the meeting will be recorded, after reading the proxy statement and other materials, please submit your proxy promptly by telephone or Internet or by marking, signing, and returning a physical proxy card by mail.

We hope you will attend the virtual meeting and urge you to vote your shares in advance. Even after submitting the proxy, you may, of course, vote on all matters brought before the meeting.


	Sincerely, /s/ Norman L. Lowery Chairman of the Board

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FIRST FINANCIAL CORPORATION

ONE FIRST FINANCIAL PLAZA

P.O. BOX 540

TERRE HAUTE, INDIANA 47808

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 15, 2026

To our Shareholders:

Notice is hereby given that, pursuant to the call of its Board of Directors (the “Board”), an Annual Meeting of Shareholders of First Financial Corporation (the “Corporation”) will be held on Wednesday, April 15, 2026, at 11:00 a.m. (EDT) via a live audio webcast. You will be considered present and in person at the Annual Meeting (if you have not otherwise voted via proxy) and may vote your shares during the meeting by visiting www.virtualshareholdermeeting.com/THFF2026.

The purposes of the meeting are:

(1)

To elect each of the following nominees to the Board of Directors of the Corporation for a term expiring in 2029 or until each of their successors are duly elected and qualified:

Mark J. Blade

Gregory L. Gibson

Norman D. Lowery

Paul J. Pierson

Richard J. Shagley

(2)

To conduct a non-binding advisory vote to approve the compensation of our Named Executive Officers as described in the Proxy Statement;

(3)

To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

(4)

To transact such other business as may properly be presented at the meeting or any adjournment or postponement thereof.

The list of shareholders prepared for the Annual Meeting will be open to examination during the meeting and can be accessed at www.virtualshareholdermeeting.com/THFF2026. The list of shareholders will also be available for examination beginning five days prior to the Annual Meeting and through duration of the Annual Meeting at the headquarters of the Corporation located at One First Financial Plaza, Terre Haute, IN 47808.

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Only shareholders of record at the close of business on February 25, 2026, will be entitled to notice of and to vote at the meeting.

March 13, 2026

By Order of the Board of Directors

/s/ Rodger A. McHargue
Chief Financial Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on April 15, 2026:

The proxy statement and annual report are available at

https://investor.first-online.bank/sec-filings/proxy-materials/default.aspx.

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		Page
PROXY STATEMENT SUMMARY		-1-

QUESTIONS AND ANSWERS ABOUT THE MEETING		-5-

PROPOSAL 1: ELECTION OF DIRECTORS		-10-

ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS		-12-
·	Board Composition	-15-
·	Board Meetings and Attendance	-16-
·	Committees	-16-
·	Compensation of Directors	-19-
·	Director Compensation	-19-
·	Director Stock Ownership Guidelines	-20-
·	Compensation Committee Interlocks and Insider Participation	-20-
·	Certain Relationships and Related Transactions	-20-

INFORMATION ABOUT OUR EXECUTIVE OFFICERS		-22-

CORPORATE GOVERNANCE		-23-
·	General	-23-
·	Consideration of Director Candidates	-23-
·	Board Leadership Structure and Lead Independent Director	-23-
·	Risk Oversight	-24-
·	Director Independence	-25-
·	Corporate Governance Guidelines	-25-
·	Code of Business Conduct and Ethics	-26-
·	Anti-Hedging and Anti-Pledging Policy	-26-
·	Clawback Policy	-26-
·	Policies and Practices for Granting Certain Equity Awards	-26-
·	Insider Trading Policy	-26-
·	Communications with Directors	-27-
·	Governance Documents	-27-

AUDIT COMMITTEE REPORT		-27-

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS		-29-

EXECUTIVE COMPENSATION		-44-
·	Summary Compensation Table	-44-
·	Grants of Plan-Based Awards	-45-
·	Outstanding Equity Awards at Fiscal Year-End	-46-
·	Option Exercises and Stock Vested in 2025	-46-
·	Pension Benefits	-46-
·	Nonqualified Deferred Compensation For 2025	-47-
·	Employment Agreements	-47-
·	Potential Payments Upon Termination or Change in Control	-50-

CEO PAY RATIO		-51-

PAY VERSUS PERFORMANCE		-51-

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		-58-

DELINQUENT SECTION 16(a) REPORTS		-59-

PROPOSAL 2: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS		-60-

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF CROWE LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		-62-

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MATTERS RELATING TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		-63-
·	Fees Paid to Crowe LLP	-63-
·	Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accounting Firm	-63-

SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS		-64-

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING		-65-

HOUSEHOLDING		-66-

ADDITIONAL INFORMATION		-67-

OTHER MATTERS		-68-

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FIRST FINANCIAL CORPORATION

ONE FIRST FINANCIAL PLAZA

P.O. BOX 540

TERRE HAUTE, INDIANA 47808

(812) 238-6000

PROXY STATEMENT

In this proxy statement, First Financial Corporation is referred to as “we,” “us,” “our,” “the Corporation” or “First Financial,” and First Financial Bank, N.A. is referred to as “the Bank.”

PROXY STATEMENT SUMMARY

Because the following summarizes information that is further described in this Proxy Statement, we encourage you to read this document in its entirety before casting your vote. In addition, you can find frequently asked questions and their answers on page 5.

Virtual Annual Meeting

The Annual Meeting will be held virtually via a live audio webcast. There will not be a physical meeting location available for in-person participation. We believe holding our Annual Meeting online will facilitate greater shareholder attendance while still providing comparable rights and opportunities to participate, including the ability to ask questions, as a shareholder would have if he or she were attending our Annual Meeting in person.

Our 2025 Performance and Achievements

Our 2025 Performance

In 2025, we delivered strong, consistent performance across our core strategic priorities. Net income grew 67%, setting a Company record at $79.2 million as compared to $47.3 million in 2024. We achieved record net interest income for the full year, reflecting disciplined execution and effective balance sheet management, keeping us well-positioned to grow long-term shareholder value. Our stock price increased 31% during the year, ending 2025 at $60.42 per share.

Financial Performance

Key financial results included:

●

Loan growth of $218 million or 5.69%, with total loans outstanding of $4.06 billion as of year-end 2025.

●

Recorded net income of $79.2 million, or $6.68 per common share, compared to $47.3 million and $4.00, in 2024.

●

Recorded net interest income of $219.9 million, a 25.7% increase over $175.0 million the prior year.

●

Return on average assets of 1.42% in 2025, a 54.3% increase over 0.92% in 2024.

●

Return on equity of 13.3%, a 50.7% increase over 8.82% the prior year.

●

Pre-tax, pre-provision net income was $107.7 million compared to $73.4 million the prior year.

●

The Corporation continued over 30 years of increased dividends by paying total dividends of $2.04 per share in 2025, a 13% increase from the $1.80 paid in 2024.

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Our complete financial results are reported in detail in our Form 10-K.

Shareholder Engagement and 2025 Say-on-Pay Vote

Each year, we carefully consider the results of our shareholder say-on-pay vote from the preceding year. We also consider the feedback we receive from our major shareholders throughout the year. In 2025, the say-on-pay vote regarding our executive compensation program received the support of approximately 96% of the total votes cast at our Annual Meeting, indicating strong support from our shareholders. We plan to maintain an open dialogue with our shareholders to help ensure that we have ongoing and current information on investor perspectives.

Announced Merger

In November 2025, we announced the execution of a merger agreement with CedarStone Financial, Inc., based in Lebanon, Tennessee, with total assets of approximately $358 million as of September 30, 2025. CedarStone offers retail consumer and business banking at three full-service branch locations. The merger closed on March 1, 2026. The merger increases our number of Bank branches in Tennessee from 15 to 18, adding locations within the attractive Nashville market.

Branch Consolidation

In Fall 2025, we consolidated four branches into other nearby branch locations, resulting in approximately $1.5 million in operating expense savings. This consolidation allows us to maintain the high level of service our customers expect and is consistent with the continued shift of customer banking preference to online delivery.

Board of Directors Composition

Reflective of our community, customers and associates, our Board members have a broad range of expertise in areas such as agriculture, auto lending, banking, community organizations, education, law, military, public relations, pensions and state and local government. Our Board has two women and one African American member. A table summarizing the experience of our Board members can be found on page 17.

Proposal No. 1 – Election of Five Directors (pages 10 to 12)

To elect five directors for a term expiring in 2029 or until each of their successors are duly elected and qualified.

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NOMINEE	AGE	START YEAR	BACKGROUND	INDEPENDENT
Mark J. Blade	72	2020	Mr. Blade joined the Board in 2020 and serves on the Corporation’s Audit Committee and the Bank’s Audit, Community Reinvestment Act and Loan Committees. Mr. Blade served as an Indiana State Senator for the district covering the Terre Haute, Indiana area from 1997 to 2002 where he focused on economic and rural development, public education and senior citizen issues. Mr. Blade retired from Milestone Contractors, L.P. after 19 years of service as a Business Development Representative, focusing on both public and private redevelopment projects in the greater Indianapolis area and throughout Indiana. Mr. Blade has a history of public and civic involvement, serving as a Trustee for Indiana State University as well as President of the Vigo County Council. He was a member of Rotary International for 30 years (serving as District Governor from 2015 to 2016) and serves as a Pastor of Saints’ Home Church of God in Christ, in Terre Haute, Indiana. Mr. Blade earned his B.S. degree from Indiana State University.	Yes
Gregory L. Gibson	63	1994	Mr. Gibson joined the Board in 1994 and serves on the Corporation’s Governance and Nominating, and Loan Review Committees as well as the Bank’s Investment, Loan, and Wealth Management Committees. Mr. Gibson is the president of ReTec Corporation, a waste management consulting business and is involved in several other business ventures. Mr. Gibson also serves on the Board of Trustees of Rose-Hulman Institute of Technology. Mr. Gibson has served on the Indiana Judicial Nominating Commission, the Ports of Indiana Commission, the Indiana Utility Regulatory Nominating Commission, as well as the board of directors of St. Mary of the Woods College, the Wabash Valley Community Foundation, and the Methodist Health Foundation Inc. in Indianapolis. He is involved in several charitable organizations, including Hospice of the Wabash Valley, Visiting Nurse Association, and the Wabash Valley Sports Center. Mr. Gibson currently serves as Chairman of the Board of the Visiting Nurses Association, Hospice of the Wabash Valley, and the Terre Haute Convention and Visitors Bureau. He holds a B.S. degree from Rose-Hulman Institute of Technology.	Yes

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Norman D. Lowery

2020

Mr. Norman D. Lowery joined the Board in 2020, and became President and Chief Executive Officer of the Corporation and the Bank effective January 1, 2024. Prior to his appointment as President and Chief Executive Officer, he had served as the Chief Operating Officer of the Corporation and the Bank since 2010. He joined the Corporation in 1990 and has held a management position in Private Banking, as well as having been a Trust Investment Officer. Mr. Lowery serves as the Chairman of the Corporation’s Strategic Planning Committee and serves on the Corporation’s Acquisition, AI Governance, Asset and Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Executive, Loan Policy and Procedures, Loan Review, and Reserve Analysis Committees and Employee Benefits Sub-Committee. He also serves as the Chairman of the Bank’s Executive, Executive Loan, and Strategic Planning Committees and serves on the Bank’s Acquisition, AI Governance, Asset and Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Loan, Loan Policy and Procedures, Loan Review, Reserve Analysis, and Technology Committees. Mr. Lowery received a B.A. degree from Indiana University and a Master of Business Administration degree from Indiana Wesleyan University. Mr. Lowery formerly held several professional accreditations, including a Financial Industry Regulatory Authority Series 7 license; Uniform Securities Agent Series 63 license; and a Uniform Investment Adviser Series 65 license. He is also an accredited Fiduciary Investment Manager. Mr. Lowery is a graduate of the Cannon Financial Institute Trust Investment School and Private Banking School. Mr. Lowery also graduated from the ABA Stonier Graduate School of Banking. Mr. Lowery serves as a member of the Terre Haute Chamber of Commerce’s Board of Directors.

Paul J. Pierson

2019

Mr. Pierson joined the Board in 2019 and serves on the Corporation’s Governance and Nominating, Directors’ Enterprise Risk Management, and Enterprise Risk Management Committees, as well as the Bank’s Directors’ Enterprise Risk Management, Enterprise Risk Management, Investment, Loan, and Wealth Management Committees. Mr. Pierson retired after 25 years as a Circuit Judge in Sullivan County, Indiana. He previously served as a Senior Judge for the State of Indiana. Mr. Pierson also served as a Judge Advocate General Officer, retiring after 20 years of service in the United States Army and Indiana Guard, Reserve. Mr. Pierson earned his B.S. degree from Indiana State University, engaged in graduate studies at Butler University, and earned his Doctor of Jurisprudence degree from California Western School of Law.

Yes

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Richard J. Shagley

2020

Mr. Shagley joined the Board in 2020 and serves on the Corporation’s Directors’ Enterprise Risk Management and Enterprise Risk Management Committees and the Bank’s Directors’ Enterprise Risk Management, Enterprise Risk Management, Investment, and Loan Committees, as well as the Bank’s Directors’ Enterprise Risk Management, Enterprise Risk Management, Investment, Loan, and Wealth Management Committee. Admitted to the Indiana Bar in 1971, Mr. Shagley’s experience includes pension plans, ERISA funds, trust funds and real estate. Mr. Shagley is also admitted to practice before the United States Supreme Court. Mr. Shagley has a legacy of public service, serving on the Board of Trustees for Indiana State University and other civic organizations. Mr. Shagley earned his B.S. degree from Indiana State University and his Doctor of Jurisprudence degree from Indiana University.

Proposal No. 2 - Advisory Vote on Executive Compensation (Page 59)

To approve, on a non-binding advisory basis, the 2025 compensation of our CEO and other Named Executive Officers as described in this proxy statement.

Proposal No. 3 – Ratification of Crowe LLP as Independent Auditor for 2026 (page 61)

To ratify the selection of Crowe LLP as our independent registered public accounting firm and independent auditor for 2026.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES AND FOR PROPOSALS 2 AND 3, AS FURTHER DESCRIBED IN THIS PROXY STATEMENT.

QUESTIONS AND ANSWERS ABOUT THE MEETING

Q:Why did I receive this proxy statement?

You received this proxy statement and accompanying notice of Annual Meeting because, as a shareholder of the Corporation, our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting of shareholders. The Annual Meeting will be held on Wednesday, April 15, 2026, at 11:00 a.m. (EDT). This proxy statement describes the matters on which we would like you to vote and provides information so that you can make an informed decision. It is first being mailed to our shareholders on or about March 13, 2026.

Q:Why is the Corporation holding the Annual Meeting virtually and how will I be able to participate?

We believe that allowing our shareholders to participate in the meeting online will facilitate greater shareholder attendance while still providing the same opportunity to participate, including the ability to ask questions, as a shareholder would have if he or she were attending an in-person meeting.

Any shareholder of record as of February 25, 2026, and those who hold a valid proxy from a shareholder of record can attend the Annual Meeting online at www.virtualshareholdermeeting.com/THFF2026. The live audio webcast will start at 11:00 a.m. (EDT) on April 15, 2026. You will need your 16-digit control number that is printed on your proxy card or on the instructions that accompanied your proxy materials to access the meeting. Instructions on how to attend the Annual Meeting will be posted at www.virtualshareholdermeeting.com/THFF2026. We encourage you to access the meeting 15 minutes prior to the start time to allow ample time to complete the online check-in process. Further guidance on how to submit questions at the Annual Meeting and our procedures for responding to those questions also will be available on the virtual shareholder meeting log-in page.

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If you encounter any technical difficulties accessing the virtual Annual Meeting during check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Further information and guidance on how to access the virtual meeting, along with how to receive assistance for any technical and logistical issues related to accessing the virtual meeting, will be available on www.virtualshareholdermeeting.com/THFF2026 in advance of the meeting.

Q:What am I voting on?

You are being asked to consider and vote on the following:

(1)

To elect each of the following nominees to the Board for a term expiring in 2029 or until his successor is duly elected and qualified: Mark J. Blade, Gregory L. Gibson, Norman D. Lowery, Paul J. Pierson, and Richard J. Shagley;

(2)

To conduct a non-binding advisory vote to approve the compensation of our Named Executive Officers as described in the Proxy Statement; and

(3)

To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Q: Who is entitled to vote?

Holders of our outstanding common stock as of the close of business on February 25, 2026, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting. As of February 25, 2026, 11,891,896 shares of common stock were issued and outstanding, each of which entitles the holder to one vote.

Q:What are the Board’s recommendations?

The Board recommends that you vote your shares as follows:

●

FOR the election of each of Mark J. Blade, Gregory L. Gibson, Norman D. Lowery, Paul J. Pierson, and Richard J. Shagley to the Board for a three-year term;

●

FOR the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers; and

●

FOR the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

The shares represented by a properly executed and returned proxy card will be voted according to your instructions. If no instructions are provided on a signed proxy card, the persons named as proxies on your proxy card will vote in accordance with the above recommendations of the Board.

Q:What if other matters come up during the meeting?

If any matters other than those referred to in the Notice of Annual Meeting of Shareholders properly come before the meeting, the individuals named in the accompanying proxy card will vote the proxies held by them as recommended by the Board or, if no recommendation is given, in accordance with their best judgment. We are not aware of any business other than the items referred to in the Notice of Annual Meeting of Shareholders that may be considered at the meeting.

In the unlikely event that any of the director nominees becomes unable or is unwilling to serve at the time of the meeting, the persons named as proxies in the accompanying proxy card will have discretionary authority to vote for a substitut

SEC Form DEF 14A filed by First Financial Corporation