Finward Bancorp shareholders approve First Financial merger

Shares represented at the special meeting totaled 3,044,197, or approximately 70.3% of the outstanding shares on the record date.

Available on EDGAR 11/03/2026 - 05:18 PM EST Accepted by SEC EDGAR 11/03/2026 - 05:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Finward Bancorp (FNWD) shareholders approved the merger proposal with First Financial Bancorp, with 3,016,827 votes for and 27,370 against at the November 2, 2026 special meeting. Under the merger agreement, Finward will merge into First Financial, which will be the surviving corporation.

A total of 3,044,197 shares, approximately 70.3% of the 4,330,893 shares outstanding on the September 22, 2026 record date, were represented. Approval required the affirmative vote of a majority of the outstanding shares entitled to vote on that date.

1 point · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 0 points

How the balance works

Positive

• Moderate pointShareholders approved the merger proposal with 3,016,827 votes in favor.

Negative

• None.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 4,330,893 shares Shares represented: 3,044,197 shares Shares represented: Approximately 70.3% +4 more

7 metrics

Shares outstanding 4,330,893 shares As of September 22, 2026, the record date

Shares represented 3,044,197 shares At the November 2, 2026 special meeting

Shares represented Approximately 70.3% Of outstanding shares at the special meeting

Merger proposal votes for 3,016,827 shares Special meeting vote

Merger proposal votes against 27,370 shares Special meeting vote

Adjournment proposal votes for 3,004,274 shares Special meeting vote

Adjournment proposal votes against 39,802 shares Special meeting vote

Key Terms

Merger Agreement, record date, quorum, surviving corporation

4 terms

Merger Agreement regulatory

"the previously announced Agreement and Plan of Merger"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

record date regulatory

"The record date for determination of shareholders entitled to vote"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

quorum regulatory

"which constituted a quorum for the Special Meeting"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

surviving corporation regulatory

"with First Financial as the surviving corporation"

The surviving corporation is the company entity that continues to exist after a merger, consolidation, or similar reorganization; it absorbs the assets, liabilities, contracts, and business of the combining firms and remains on the legal books while the other entities cease to exist. For investors, it matters because ownership, shareholder rights, outstanding securities, and regulatory or listing obligations move into that single continuing company—think of it as the ship that all passengers board after two boats are joined together.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did FNWD shareholders approve the merger?

Yes. Shareholders approved the merger proposal with 3,016,827 votes for and 27,370 against; approval required the affirmative vote of a majority of the outstanding shares entitled to vote on the record date.

How did FNWD shareholders vote on adjournment?

The adjournment proposal received 3,004,274 votes for and 39,802 against, with 121 abstentions and no broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0000919864 0000919864 2026-11-02 2026-11-02

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): November 2, 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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.07. Submission of Matters to a Vote of Security Holders.

On November 2, 2026, Finward Bancorp, an Indiana corporation (the “Company”), held a special meeting of its shareholders (the “Special Meeting”) to consider certain proposals related to the previously announced Agreement and Plan of Merger, dated July 21, 2026 (the “Merger Agreement”), by and between the Company and First Financial Bancorp., an Ohio corporation (“First Financial”). Pursuant to the Merger Agreement, the Company will merge with and into First Financial, with First Financial as the surviving corporation (the “Merger”).

The record date for determination of shareholders entitled to vote at the Special Meeting was September 22, 2026. There were 4,330,893 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Special Meeting, the holders of 3,044,197 shares, or approximately 70.3% of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Special Meeting. The following proposals were voted on at the Special Meeting:

The adoption of the Merger Agreement and approval of the transactions it contemplates (the “Merger Proposal”):

For		Against		Abstentions		Broker Non-Votes
3,016,827		27,370		0		0

Approval of one or more adjournments of the Special Meeting, if determined necessary and advisable, including adjournments to permit the further solicitation of proxies in favor of the Merger Proposal:

For		Against		Abstentions		Broker Non-Votes
3,004,274		39,802		121		0

The Company’s shareholders approved the Merger Proposal, which required the affirmative vote of a majority of the shares of the Company’s common stock outstanding and entitled to vote as of the record date.

SIGNATURES

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

				FINWARD BANCORP
Date: November 3, 2026				By:		/s/ Benjamin J. Bochnowski
						Benjamin J. Bochnowski
						President and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB