{"url_path":"/sec/fnwd/8-k/2026-07-21/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","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":1773,"has_tables":true,"body_markdown":"Item 9.01 Financial Statements and Exhibits.\n\n(d) Exhibits\n\n \n\nExhibit\nNo.\n  \n\nDescription\n\n2.1*\n  \n[Agreement and Plan of Merger by and between First Financial Bancorp. and Finward Bancorp, dated as of July 21, 2026](d140760dex21.htm)\n\n99.1\n  \n[Press Release, dated July 21, 2026](d140760dex991.htm)\n\n104\n  \nCover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)\n\n \n\n*\n\nSchedules to the Merger Agreement have been omitted. A copy of any omitted schedule will be furnished supplementally to the SEC upon its request.\n\nCautionary Note Regarding Forward-Looking Statements\n\nCertain 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:\n\nRisks, uncertainties and assumptions regarding the proposed transaction\n\n \n\n \n•\n \n\nthe occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;\n\n \n\n \n•\n \n\nthe failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction) and the possibility that the proposed transaction does not close when expected or at all because required regulatory approvals, the approval by the Company’s shareholders, or other approvals and the other conditions to closing are not received or satisfied on a timely basis or at all;\n\n \n\n \n•\n \n\nthe outcome of any legal proceedings that may be instituted against First Financial or the Company;\n\n \n\n \n•\n \n\nthe possibility that the anticipated benefits of the proposed transaction, including anticipated synergies and strategic gains, are not realized when expected or at all, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which First Financial and the Company operate;\n\n \n\n \n•\n \n\nthe possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected;\n\n \n\n \n•\n \n\nthe impact of purchase accounting with respect to the proposed transaction, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks;\n\n \n\n \n•\n \n\nthe possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events;\n\n \n\n \n•\n \n\nthe diversion of management’s attention from ongoing business operations and opportunities;\n\n \n\n \n•\n \n\npotential adverse reactions of First Financial’s or the Company’s customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction;\n\n \n\n \n•\n \n\na material adverse change in the financial condition of First Financial or the Company;\n\n \n\n \n•\n \n\nchanges in First Financial’s share price before closing;\n\n \n\n \n•\n \n\nrisks relating to the potential dilutive effect of shares of First Financial’s common stock to be issued in the proposed transaction;\n\n \n\n \n•\n \n\ngeneral competitive, economic, political and market conditions;\n\n \n\n \n•\n \n\nthe ability to retain key employees, management personnel and other associates of First Financial and the Company following announcement or consummation of the proposed transaction;\n\n \n\n \n•\n \n\nmajor catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; and\n\n \n\n \n•\n \n\nother factors that may affect future results of First Financial or the Company, including, among others, changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board, the Ohio Division of Financial Institutions, the Indiana Department of Financial Institutions, and any other state or federal legislative and regulatory actions and reforms.\n\nThese 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.\n\nAlthough 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.\n\nNo Offer or Solicitation\n\nThis 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.\n\nImportant Additional Information about the Transaction and Where to Find It\n\nIn 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.\n\nA 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.\n\nParticipants in Solicitation\n\nThe 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.\n\nSIGNATURES\n\nPursuant 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.\n\n \n\n \n\n \n\n \nFINWARD BANCORP\n\n \n\n \n\n \nBy:\n \n\n/s/ Benjamin J. Bochnowski\n\n \n\n \n\n \n\n \n\nName: Benjamin J. Bochnowski\n\nTitle:  President and Chief Executive Officer\n\nDate: July 21, 2026"}