{"url_path":"/sec/fnwd/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/919864/0001193125-26-310388-index.html","accession_number":"0001193125-26-310388","cik":"0000919864","ticker":"FNWD","issuer_name":"Finward Bancorp","edgar_url":"https://www.sec.gov/Archives/edgar/data/919864/0001193125-26-310388-index.html","primary_entity_key":"0000919864","primary_entity_name":"Finward Bancorp"},"word_count":1894,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement\n\nOverview\n\nOn 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.\n\nThe 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.\n\nMerger Consideration\n\nUpon 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”).\n\nRepresentations and Warranties; Covenants; Indemnification\n\nThe 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.\n\nUnder 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”).\n\nBuyer 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\n\nmaintain 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.\n\nClosing Conditions\n\nThe 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.\n\nTermination; Termination Fee\n\nThe 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\n\nviolates 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.\n\nThe 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.\n\nImportant Statements Regarding the Merger Agreement\n\nThe 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.\n\nThe 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”)."}