SEC Form 8-K filed by Finward Bancorp

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)

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):

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 the transactions contemplated by the Merger Agreement has denied such approval and such denial has become final and nonappealable, (d) by Buyer if there is an uncured (within 45 days of written notice) material breach by the Company that would result in the failure of a closing condition; provided, that Buyer is not in material breach of any representation, warranty, obligation, covenant or other agreement under the Merger Agreement, (e) by the Company if there is an uncured (within 45 days of written notice) material breach by Buyer that would result in the failure of a closing condition; provided, that the Company is not in material breach of any representation, warranty, obligation, covenant or other agreement under the Merger Agreement, (f) by Buyer, before approval of the Merger by the Company’s shareholders, if the Company or the Company’s board of directors (i) (A) withholds, withdraws, qualifies or modifies in a manner adverse to Buyer the recommendation that the Merger be approved, (B) fails to make the recommendation in the Company’s proxy statement, (C) adopts, approves, recommends or endorses an acquisition proposal (or publicly announces its intention to do so) or (D) fails to publicly and without qualification (1) recommend against any acquisition proposal or (2) reaffirm its recommendation to approve the Merger, in each case within ten business days (or fewer number of days if less than ten business days prior to the shareholder vote) after an acquisition proposal is made public or any request by Buyer to do so, (ii) materially breaches its obligations to seek shareholder approval or (iii) materially

violates the restrictions in the Merger Agreement forbidding certain acquisition proposals or (g) by the Company, before approval of the Merger by the Company’s shareholders, in order to enter into a definitive agreement providing a bona fide written proposal with respect to (i) any acquisition or purchase, direct or indirect, of 50% or more of the consolidated assets of the Company and the Company subsidiaries or 50% or more of any class of equity or voting securities of the Company or the Company’s subsidiaries, whose assets constitute 50% or more of the consolidated assets of the Company, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 50% or more of any class of equity or voting securities of the Company or the Company’s subsidiaries whose assets, individually or in the aggregate, constitute 50% or more of the consolidated assets of the Company or (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or the Company’s subsidiaries whose assets, individually or in the aggregate, constitute 50% or more of the consolidated assets of the Company, that the Company’s board of directors has determined, in good faith (after consultation with its outside counsel and outside financial advisors), is more favorable from a financial point of view to the Company’s shareholders than the Merger and the other transactions contemplated by the Merger Agreement; provided, that the Company has complied in all material respects with certain provisions of the Merger Agreement.

The Merger Agreement provides that a termination fee of $9.0 million will be payable by the Company to Buyer following termination of the Merger Agreement under certain circumstances.

Important Statements Regarding the Merger Agreement

The foregoing description of the Merger Agreement and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Company and Buyer instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (a) will not survive consummation of the Merger and (b) were made only as of the date of the Merger Agreement or such other dates as are specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement and not to provide investors with any factual information regarding the Company or Buyer, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Buyer, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a proxy statement of the Company and a prospectus of Buyer, as well as in the Forms 10-K, Forms 10-Q and other filings that each of the Company and Buyer makes with the Securities and Exchange Commission (the “SEC”).

Item 7.01 Regulation FD Disclosure.

On July 21, 2026, the Company issued a press release in connection with the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this current report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the proposed transaction, such as (i) regarding the outlook and expectations of First Financial and the Company, respectively, with respect to the proposed transaction, (ii) the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transaction on the combined company’s future financial performance (including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), (iii) the timing of the closing of the proposed transaction, and (iv) the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgment of First Financial or the Company or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions include, among others, the following:

Risks, uncertainties and assumptions regarding the proposed transaction

These factors are not necessarily all of the factors that could cause First Financial, the Company, or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the results of First Financial, the Company, or the combined company.

Although each of First Financial and the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of First Financial or the Company (as related to the proposed transaction) will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in each of First Financial’s and the Company’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2025, quarterly reports on Form 10-Q, and other documents subsequently filed by First Financial and the Company with the Securities Exchange Commission (“SEC”). The actual results anticipated for the proposed transaction or First Financial’s operations may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on First Financial, the Company or each of their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. First Financial and the Company urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by First Financial and the Company. Forward-looking statements speak only as of the date they are made, and First Financial and the Company undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

No Offer or Solicitation

This current report does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval with respect to the proposed transaction between Buyer and the Company. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Important Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Buyer intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of the Buyer Common Stock to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement of the Company and a prospectus of Buyer (the “Proxy Statement/Prospectus”), and Buyer and the Company may file with the SEC other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BUYER, THE COMPANY AND THE PROPOSED TRANSACTION AND RELATED MATTERS.

A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about Buyer and the Company, may be obtained, free of charge, at the SEC’s website (www.sec.gov) when they are filed. Copies of documents filed with the SEC by Buyer will be made available free of charge in the “Investor Relations” section of Buyer’s website, https://www.bankatfirst.com/about/investor-relations.html. Copies of documents filed with the SEC by the Company will be made available free of charge in the “Investor Relations” section of the Company’s website, https://investorrelations.ibankpeoples.com/. The information on Buyer’s and the Company’s websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.

Participants in Solicitation

The Company and its directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information concerning the Company’s participants is set forth in the Proxy Statement, dated April 3, 2026, for the Company’s 2026 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the participants in the solicitation of proxies in respect of the proposed transaction and interests of participants of the Company in the solicitation of proxies in respect of the Merger will be included in the Registration Statement and Proxy Statement/Prospectus to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.