Finward Bancorp

NASDAQ false 0000919864 0000919864 2026-07-21 2026-07-21 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): July 21, 2026 FINWARD BANCORP (Exact name of registrant as specified in its charter) Indiana 001-40999 35-1927981 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 9204 Columbia Avenue , Munster , Indiana 46321 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (219) 836-4400 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)) Title of each class Trading symbol Name of exchange on which registered Common stock, No par value FNWD The NASDAQ Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company 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 1.01 Entry into a Material Definitive Agreement Overview On July 21, 2026, Finward Bancorp, an Indiana corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Financial Bancorp., an Ohio corporation (“Buyer” or “First Financial”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company would merge with and into Buyer (the “Merger”), with Buyer continuing as the surviving corporation in the Merger. The Company’s wholly owned banking subsidiary, Peoples Bank, an Indiana state-chartered bank (“Company Bank”), is expected to merge with and into Buyer’s wholly owned banking subsidiary, First Financial Bank, an Ohio state-chartered bank (“First Financial Bank”) (the “Bank Merger”), with First Financial Bank continuing as the surviving bank in the Bank Merger. The Merger Agreement has been unanimously approved by the boards of directors of the Company and Buyer. The Merger is expected to close in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, certain of which are described below, including regulatory approvals and approval of the Company’s shareholders. Merger Consideration Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of the Company, issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive 1.35 shares of common stock, no par value, of Buyer (the “Buyer Common Stock”). Representations and Warranties; Covenants; Indemnification The Merger Agreement contains customary representations and warranties from the Company and Buyer, and each party has agreed to customary covenants, including, among others, relating to (a) the conduct of its business during the interim period between the execution of the Merger Agreement and the Effective Time, (b) maintenance of its business organization, employees and advantageous business relationships and (c) taking no actions that would reasonably be expected to materially adversely affect or materially delay or impair the ability to obtain any necessary regulatory or other approvals required to consummate the Merger on a timely basis. The Company has also agreed to call a meeting of its shareholders to approve the Merger. Under the Merger Agreement, each of the Company and Buyer has agreed to use its reasonable best efforts to obtain, as promptly as practicable, all consents required to be obtained from any governmental authority or other third party that are necessary or advisable to consummate the transactions contemplated by the Merger Agreement (including the Merger and the Bank Merger). Notwithstanding such general obligation to obtain such consents of governmental authorities, neither the Company nor Buyer is required or permitted to take any action that would reasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the Merger and the Bank Merger (a “Materially Burdensome Regulatory Condition”). Buyer has agreed to indemnify and hold harmless each present and former director of the Company and its subsidiaries, including Company Bank, for liabilities resulting from such person’s role as a director or officer of the Company and its subsidiaries, including Company Bank. Buyer will maintain directors’ and officers’ liability insurance for such directors and officers for a period of six years after the Effective Time; provided, that Buyer shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by the Company for such insurance. Closing Conditions The completion of the Merger is subject to customary conditions, including (a) approval of the Merger by the Company’s shareholders, (b) authorization for listing on the NASDAQ Stock Market LLC of the shares of the Buyer Common Stock to be issued in connection with the Merger, subject to official notice of issuance, (c) effectiveness of the Registration Statement on Form S-4 for the Buyer Common Stock to be issued in the Merger, (d) the receipt of specified governmental consents and approvals that are necessary to consummate the transactions contemplated by the Merger Agreement, including from the Board of Governors of the Federal Reserve System and the Ohio Department of Commerce, Division of Financial Institutions, and termination or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of a Materially Burdensome Regulatory Condition and (e) the absence of any order, injunction, decree or other legal restraint preventing the consummation of the Merger or the Bank Merger or making the completion of the Merger or the Bank Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (x) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (y) performance in all material respects by the other party of its obligations under the Merger Agreement and (z) receipt by such party of an opinion from counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Termination; Termination Fee The Merger Agreement is terminable at any time prior to closing by mutual consent of the Company and Buyer and in the following limited circumstances: (a) by either the Company or Buyer, if the Merger is not consummated within one year from the date of the Merger Agreement, (b) by either the Company or Buyer if any court or governmental authority takes any final and nonappealable action enjoining, prohibiting or making illegal any of the transactions contemplated by the Merger Agreement, (c) by either the Company or Buyer if any governmental authority required to approve