[Form 4] Finward Bancorp Insider Trading Activity

Rhea-AI Filing Summary

The 24 Jul 2025 DEF 14A invites MSP Recovery (MSPR) holders to a virtual special meeting on 18 Aug 2025. Two items require shareholder action:

• Proposal 1 – Reverse stock split: Board seeks authority to consolidate shares at any ratio from 1-for-2 to 1-for-7. Goal is to regain compliance with Nasdaq’s US$1.00 bid rule, reduce perceived manipulation, and enlarge the pool of unissued shares without changing the 5.5 bn-share authorization. At the 1-for-7 extreme, 5.9 m Class A shares would shrink to 0.84 m; fractions are rounded up, no cash paid.
• Proposal 2 – Share issuance to Virage Recovery Master LP (VRM): Under Nasdaq Rule 5635(d) the Company asks approval to issue up to 19.36 m Class A shares on exercise of warrants priced at just US$0.0001–0.0025. Full exercise would raise the float from 9.2 m to 28.6 m shares, diluting existing holders’ economic stake by ~68% and voting power by up to 49% (VRM’s vote limited by proxy). Current ownership cap of 19.99 % prevents exercise unless Proposal 2 passes.

Record date: 11 Jul 2025; quorum is majority of 9.2 m votes. Board recommends “FOR” both proposals, warning delisting risk and restricted financing if Proposal 1 fails, and continued warrant limits if Proposal 2 fails. Meeting logistics and detailed tax, accounting and risk implications are provided.

Positive

• Reverse split gives management flexibility to restore US$1.00 bid price and avert potential Nasdaq delisting.
• Authorized share pool post-split enables faster equity financings or strategic deals without additional votes.
• Exercise of VRM warrants, though minimal cash, would discharge part of the high-cost VRM return obligation.

Negative

• Dilution risk: Full warrant exercise could expand share count by 210% and cut economic interest of current holders by ~68%.
• Warrants carry ultra-low exercise prices (US$0.0001–0.0025), effectively transferring value to VRM.
• Reverse split leaves authorized shares unchanged, paving way for additional dilution after consolidation.
• Founders retain 51% voting control via proxy despite possible large VRM ownership, limiting minority influence.
• Disclosure of unpaid director compensation signals ongoing liquidity constraints.

Insights

Securities Analyst

TL;DR: Split helps Nasdaq compliance; VRM warrants massively dilutive but low-cash; overall neutral risk-reward.

The reverse split offers a quick route to regain the US$1.00 bid price, protecting listing and market access. Ratios up to 1-for-7 are typical for micro-caps and should not alter fundamentals. The unchanged 5.5 bn authorization, however, enlarges headroom for future issuance and signals likely equity funding needs.

VRM warrants are priced near-zero and, if fully exercised, increase outstanding shares >200 %, cutting per-share metrics dramatically. Though exercise brings nominal cash (≈US$49 k max), the larger benefit is cancellation of a 20 % accrued return liability to VRM. Voting proxy keeps founders’ effective control, limiting governance impact on strategy but raising minority-protection concerns. From an equity-valuation view the split is neutral, warrant issuance dilutive; combined, the filing is balanced between survival and dilution.

Corporate Governance Expert

TL;DR: Heavy dilution & founder control weaken minority rights; negative governance signal.

Granting the Board carte blanche on a wide reverse-split ratio and increasing unissued share capacity concentrates power. Proposal 2 compounds this by offering VRM cut-price stock that could raise its economic stake to 68 % while capping its vote at 49 %; real control remains with insiders via proxy. Such structures entrench management and create a two-tier shareholder base. The unpaid director fees disclosed underscore liquidity strains and heighten agency risk. Shareholders should weigh the near-term benefit of Nasdaq compliance against significant erosion of proportional ownership and voice.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Puntillo Anthony

(Last) (First) (Middle)

9204 COLUMBIA AVENUE

(Street)

MUNSTER IN 46321

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Finward Bancorp [ FNWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/11/2025		A		434	A	$27.63	1,926.8942	D
Common Stock								3,378	I	Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Timothy Artus	07/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

When is MSPR's special shareholder meeting and what is the record date?

The virtual meeting is on 18 Aug 2025 at 10:00 a.m. ET; the record date is 11 Jul 2025.

What reverse stock-split ratios are being proposed for MSPR?

Shareholders will authorize the Board to select any ratio between 1-for-2 and 1-for-7.

Why does MSPR need a reverse split?

Its Class A shares trade below Nasdaq’s US$1.00 minimum bid; a split is intended to lift the price and keep the listing.

How many shares could Virage Recovery Master LP receive if all warrants are exercised?

VRM could acquire up to 19,361,939 new Class A shares, taking total shares to about 28.6 m.

What dilution would current MSPR shareholders face if all VRM warrants are exercised?

Economic ownership of non-VRM holders could fall by roughly 68%; voting power would drop nearly half due to proxy caps.

What happens if Proposal 1 (reverse split) is not approved?

MSPR risks Nasdaq delisting, which could hurt liquidity, raise financing costs and breach existing agreements.

Are fractional shares cashed out in the reverse split?

No. Fractional entitlements are rounded up to the nearest whole share; no cash is paid.