Finward Bancorp (NASDAQ: FNWD) plans all-stock sale to First Financial
Rhea-AI Filing Summary
Finward Bancorp has agreed to merge with First Financial Bancorp in an all-stock transaction. Each Finward common share will be converted into the right to receive 1.35 shares of First Financial common stock, valuing the deal at approximately $208 million based on First Financial’s July 20, 2026 closing price. The merger, along with the merger of Peoples Bank into First Financial Bank, is expected to close in the fourth quarter of 2026, subject to Finward shareholder approval, required regulatory consents without a “Materially Burdensome Regulatory Condition,” Nasdaq listing of the new First Financial shares, effectiveness of a Form S-4 registration statement and tax reorganization opinions.
The agreement includes customary covenants, closing conditions and termination rights, including a $9.0 million termination fee payable by Finward to First Financial under specified circumstances. First Financial will indemnify current and former directors and officers of Finward and Peoples Bank and maintain D&O insurance for six years, subject to a 300% premium cap. Strategically, the combination adds Finward’s 24 locations and 116-year Northwest Indiana and Chicagoland franchise, increasing First Financial’s pro forma Chicago-area deposits by 75% to over $4 billion. First Financial expects the transaction to be approximately 5% accretive to earnings per share, with an estimated 0.4% tangible book value dilution and a 0.6-year TBV earnback.
Positive
- The all-stock acquisition, valued around $208 million, is expected to be approximately 5% accretive to First Financial’s earnings per share with only 0.4% tangible book value dilution and a 0.6-year earnback.
- Pro forma Chicago-area deposits are projected to rise by 75% to over $4 billion, significantly scaling the combined bank’s presence in the Chicagoland and Northwest Indiana markets.
Negative
- None.
Filing Explained
The July 21 filing adds a lifecycle point: First Financial only intends to file the Form S-4 that would register the merger shares, and its effectiveness remains a closing condition, so the disclosure does not establish that those shares are registered, issued, or delivered.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Materially Burdensome Regulatory Condition regulatory
Registration Statement on Form S-4 regulatory
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FAQ
What are the key terms of Finward Bancorp (FNWD)’s merger with First Financial?
What approvals and conditions must be satisfied before the Finward (FNWD) merger closes?
Is there a termination fee in the Finward Bancorp (FNWD) merger agreement?
How does the Finward (FNWD) deal affect First Financial’s Chicago-area banking footprint?
What is the expected financial impact of the Finward (FNWD) acquisition on First Financial?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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
| Exhibit No. |
Description | |
| 2.1* | Agreement and Plan of Merger by and between First Financial Bancorp. and Finward Bancorp, dated as of July 21, 2026 | |
| 99.1 | Press Release, dated July 21, 2026 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) | |
| * | Schedules to the Merger Agreement have been omitted. A copy of any omitted schedule will be furnished supplementally to the SEC upon its request. |
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
| • | the 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; |
| • | the 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; |
| • | the outcome of any legal proceedings that may be instituted against First Financial or the Company; |
| • | the 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; |
| • | the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected; |
| • | the 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; |
| • | the 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; |
| • | the diversion of management’s attention from ongoing business operations and opportunities; |
| • | potential 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; |
| • | a material adverse change in the financial condition of First Financial or the Company; |
| • | changes in First Financial’s share price before closing; |
| • | risks relating to the potential dilutive effect of shares of First Financial’s common stock to be issued in the proposed transaction; |
| • | general competitive, economic, political and market conditions; |
| • | the ability to retain key employees, management personnel and other associates of First Financial and the Company following announcement or consummation of the proposed transaction; |
| • | major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; and |
| • | other 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. |
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.
| FINWARD BANCORP | ||||||||
| By: | /s/ Benjamin J. Bochnowski | |||||||
| Name: Benjamin J. Bochnowski Title: President and Chief Executive Officer | ||||||||
| Date: July 21, 2026 |
|
|
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Exhibit 99.1
| July 21, 2026 |
|
Finward Bancorp Acquisition
| • | First Financial Bancorp. (“First Financial”) has agreed to acquire Finward Bancorp (“Finward”), the holding company for Peoples Bank, headquartered in Munster, Indiana |
| • | Strategically expands First Financial’s presence in northwest Indiana and Chicago, with the addition of a low cost core deposit franchise and 24 locations |
| • | Finward has approximately $2.0 billion in assets, $1.7 billion in deposits, $1.5 billion in loans and $412 million in assets under management |
| • | Transaction is expected to be approximately 5% accretive to First Financial’s earnings per share |
MUNSTER, Ind.—(BUSINESS WIRE)—First Financial Bancorp. (Nasdaq: FFBC) and Finward Bancorp (Nasdaq: FNWD) jointly announced today that they have entered into an agreement by which First Financial will acquire Munster-based Finward in an all-stock transaction, further expanding First Financial’s presence in the economically robust Chicagoland market with a strong core deposit franchise including 24 financial centers and a 116 year presence in the Northwest Indiana and Chicago markets. Combined with the 15 retail locations from First Financial’s recent acquisition in the Chicagoland market, the Finward acquisition enhances First Financial’s market presence and increases its pro forma deposits in the Chicago metropolitan statistical area by 75% to over $4 billion.
“The addition of Finward Bancorp and Peoples Bank is expected to strategically expand First Financial’s ability to serve the consumers and businesses of the Chicagoland and Northwest Indiana markets. We are excited to partner with a bank with a similar operating philosophy and strong credit culture,” said Archie Brown, President and Chief Executive Officer of First Financial Bank. “We have built an impressive combination of retail and commercial banking services, wealth management services, and specialty banking solutions, complemented by our client-centered, community-focused business model, that offers an alternative to larger banks. To demonstrate our further commitment to Chicago and Northwest Indiana, First Financial has committed to donate $500,000 to its Foundation for the benefit of local organizations in the communities served by Finward, in addition to the $1 million we donated to the Foundation when we entered the Chicago market with the completed acquisition of BankFinancial Corporation in January 2026.”
Upon completion of the transaction, Finward’s consumer, trust/wealth management and commercial credit lines of business will be incorporated into First Financial’s respective business lines, and Peoples Bank employees will become First Financial associates.
“This partnership represents an exciting next chapter for our organization and the communities we serve,” said Benjamin Bochnowski, Chief Executive Officer of Peoples Bank. “First Financial shares our deep commitment to customers, employees, shareholders, and the communities that have placed their trust in us for more than 100 years. Together, we are accelerating our common strategy to better serve the Chicagoland and Northwest Indiana markets. We are creating a stronger regional banking franchise with expanded capabilities, greater resources, and a sharper focus on delivering exceptional service. We are confident this partnership will create meaningful opportunities for our customers and employees, while preserving the community-centered values that have defined our organization for generations.”
Through this addition, First Financial continues its recent period of growth, including the recent acquisitions of Westfield Bancorp in Northeast Ohio and BankFinancial Corporation in Chicago, and its commercial banking expansion into Chicago, Cleveland and Grand Rapids. First Financial’s Midwestern base includes Chicago, IL; Cincinnati, Dayton, Cleveland and Columbus, OH; Indianapolis, IN; and Louisville, KY. The acquisition of Finward enhances First Financial’s existing Chicagoland footprint that includes its commercial loan production office in Fulton Market; the Agile Premium Finance division in Lincolnshire, IL; and Bannockburn Capital Markets in downtown Chicago. Additionally in the area, First Financial offers retail and business banking solutions in Northwest Indiana and Northeast Illinois.
Transaction Terms
Under the terms of the agreement, each outstanding share of Finward common stock will be converted into the right to receive 1.35 shares of First Financial common stock, valuing the transaction at approximately $208 million, based on First Financial’s closing stock price on July 20, 2026. The transaction is expected to be approximately 5% accretive to First Financial’s earnings per share, and First Financial’s tangible book value per share (“TBV”) at closing is estimated to be only slightly diluted (0.4% dilution) with an anticipated TBV earnback of 0.6 years. The merger agreement has been unanimously approved by the Boards of Directors of First Financial and Finward.
The transaction is expected to close in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, regulatory approvals and approval of Finward’s shareholders.
1
Transaction Advisors
Morgan Stanley & Co. LLC is serving as financial advisor to First Financial. Stephens Inc. is serving as financial advisor to Finward and rendered a fairness opinion to Finward’s Board of Directors. Squire Patton Boggs, (US) LLP is serving as legal counsel to First Financial. Barack Ferrazzano Kirschbaum & Nagelberg LLP is serving as legal counsel to Finward.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release 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, including (i) regarding the outlook and expectations of First Financial and Finward, 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 Finward 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:
| • | the 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; |
| • | the 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 Finward’s shareholders, or other approvals and the other conditions to closing are not received or satisfied on a timely basis or at all; |
| • | the outcome of any legal proceedings that may be instituted against First Financial or Finward; |
| • | the 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 Finward operate; |
| • | the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected; |
| • | the 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; |
| • | the 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; |
| • | the diversion of management’s attention from ongoing business operations and opportunities; |
| • | potential adverse reactions of First Financial’s or Finward’s customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; |
| • | a material adverse change in the financial condition of First Financial or Finward; |
| • | changes in First Financial’s share price before closing; |
| • | risks relating to the potential dilutive effect of shares of First Financial’s common stock to be issued in the proposed transaction; |
| • | general competitive, economic, political and market conditions; |
| • | the ability to retain key employees, management personnel and other associates of First Financial and Finward following announcement or consummation of the proposed transaction; |
| • | major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; and |
| • | other factors that may affect future results of First Financial or Finward, 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. |
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These factors are not necessarily all of the factors that could cause First Financial, Finward, 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, Finward, or the combined company.
Although each of First Financial and Finward 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 Finward (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 Finward’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 Finward 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, Finward 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 Finward 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 Finward. Forward-looking statements speak only as of the date they are made, and First Financial and Finward 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 press release 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 First Financial and Finward. 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, First Financial intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of First Financial common stock to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement of Finward and a prospectus of First Financial (the “Proxy Statement/Prospectus”), and First Financial and Finward 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 FIRST FINANCIAL, FINWARD AND THE PROPOSED TRANSACTION AND RELATED MATTERS.
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about First Financial and Finward, 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 First Financial will be made available free of charge in the “Investor Relations” section of First Financial’s website, https://www.bankatfirst.com/about/investor-relations.html. Copies of documents filed with the SEC by Finward will be made available free of charge in the “Investor Relations” section of Finward’s website, https://www.investorrelations.ibankpeoples.com. The information on First Financial’s and Finward’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
Finward 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 Finward’s participants is set forth in the Proxy Statement, dated April 3, 2026, for Finward’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 Finward 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.
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About First Financial Bancorp.
First Financial Bancorp. is a Cincinnati, Ohio based bank holding company. As of June 30, 2026, First Financial had $22.4 billion in assets, $13.7 billion in loans, $17.6 billion in deposits and $3.0 billion in shareholders’ equity. First Financial’s subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $4.6 billion in assets under management as of June 30, 2026. First Financial operated 151 full service banking centers as of June 30, 2026, located in Ohio, Indiana, Kentucky and Illinois, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis. In 2025, First Financial Bank received its second consecutive Outstanding rating from the Federal Reserve for its performance under the Community Reinvestment Act and was recognized as a Gallup Exceptional Workplace Award winner, one of only 70 Gallup clients worldwide to receive this designation. Additional information about First Financial, including its products, services and banking locations, is available at www.bankatfirst.com.
About Finward Bancorp
Finward Bancorp is a locally managed and independent financial holding company headquartered in Munster, Indiana, whose activities are primarily limited to holding the stock of Peoples Bank. Peoples Bank provides a wide range of personal, business, electronic and wealth management financial services from its 24 locations in Lake and Porter Counties in Northwest Indiana and Chicagoland. Finward Bancorp’s common stock is quoted on The NASDAQ Stock Market, LLC under the symbol FNWD. The website ibankpeoples.com provides information on Peoples Bank’s products and services, and Finward Bancorp’s investor relations.
FOR FURTHER INFORMATION
CONTACT SHAREHOLDER SERVICES
(219) 853-7575
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