STOCK TITAN
  1. Home
  2. Sec-filings
  3. INBK
  4. [8-K] First Internet Bancorp Reports Material Event

First Internet Bancorp sells $20.5M 8% notes

First Internet Bancorp raised $20.5 million of 8.0% subordinated debt in a private placement to bolster regulatory capital and potentially refinance higher-cost borrowings.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First Internet Bancorp (INBK) completed a private placement of $20.5 million aggregate principal amount of 8.0% fixed‑to‑floating rate subordinated notes due September 15, 2036. The notes were sold at 100% of face value to institutional accredited investors and qualified institutional buyers.

The notes bear a fixed interest rate of 8.0% per year from September 10, 2026 to September 15, 2031, then reset quarterly to three‑month term SOFR plus 3.735%. They are redeemable at the company’s option on or after September 15, 2031, and are intended to qualify as Tier 2 capital. The company plans to use net proceeds for general corporate purposes, including potential redemption or retirement of higher‑rate existing indebtedness.

Positive

  • None.

Negative

  • None.

Filing Explained

The completed financing adds $20.5 million of subordinated debt without issuing convertible equity, while registration and redemption mechanics remain conditional.

The September 10, 2026 Form 8-K reports a material event: First Internet Bancorp sold and issued $20.5 million of subordinated notes, creating a debt obligation rather than an equity issuance for existing common holders.

The notes are unsecured, rank behind the company’s senior indebtedness, and are not convertible into or exchangeable for company securities except through the proposed exchange offer.

This private placement was sold to selected institutional investors under registration exemptions; a registration rights agreement requires the company to take actions toward an exchange offer for registered notes, but the filing does not report that exchange as completed.

The notes cannot be redeemed at a holder’s option; the company may redeem them on or after September 15, 2031, while failure to meet certain registration-rights obligations could require additional interest.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Subordinated notes principal $20.5 million Aggregate principal amount of 8.0% fixed-to-floating rate subordinated notes issued in the private placement
Fixed interest rate 8.0% per year From September 10, 2026 to September 15, 2031, before the notes switch to a floating rate
Floating-rate spread over SOFR 3.735 percentage points Spread over three-month term SOFR during the floating-rate period from September 15, 2031 to maturity or earlier redemption
Maturity date September 15, 2036 Stated maturity of the subordinated notes
First optional redemption date September 15, 2031 Date from which the company may redeem the notes, in whole or in part, on any interest payment date
Company assets $5.6 billion Total assets of First Internet Bancorp as of June 30, 2026
Coupon payment frequency (fixed period) Semi-annually Interest during the fixed-rate period is payable semi-annually in arrears
Coupon payment frequency (floating period) Quarterly Interest during the floating-rate period is payable quarterly in arrears
Subordinated Notes financial
"the Company sold and issued $20.5 million in aggregate principal amount of its 8.0% Fixed-to-Floating Rate Subordinated Notes due 2036"
Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.
Tier 2 capital financial
"The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes"
Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.
Secured Overnight Financing Rate (SOFR) financial
"the interest rate will reset quarterly at a variable rate equal to the then current three-month term secured overnight financing rate (SOFR), plus 3.735%"
A secured overnight financing rate (SOFR) is the interest rate on very short, one‑day loans that are backed by high‑quality collateral (like government bonds), so lenders face less risk. Investors care because SOFR is a widely used benchmark that sets the cost of borrowing and the pricing of loans, bonds and derivatives; think of it as a trusted yardstick for short‑term interest costs that influences returns and valuations across markets.
Registration Rights Agreement regulatory
"the Company entered into a Registration Rights Agreement with the Purchasers"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Exchange Offer regulatory
"to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act (the Exchange Offer)"
An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.
private placement financial
"announced today the completion of a private placement of $20.5 million in aggregate principal amount"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

FAQ

What type of financing did INBK complete according to this 8-K?
First Internet Bancorp completed a private placement of $20.5 million aggregate principal amount of 8.0% fixed-to-floating rate subordinated notes due 2036, sold at 100% of face value to institutional accredited investors and qualified institutional buyers.

What are the key interest rate terms of First Internet Bancorp’s new subordinated notes (INBK)?
The notes pay a fixed 8.0% annual rate from September 10, 2026 to September 15, 2031. After that, the rate resets quarterly to an annual floating rate equal to three-month term SOFR plus 3.735% until maturity or earlier redemption.

When do INBK’s new subordinated notes mature and when can they be redeemed?
The subordinated notes have a stated maturity of September 15, 2036. First Internet Bancorp may redeem them, in whole or in part, at its option on any interest payment date on or after September 15, 2031, and earlier only under certain limited circumstances.

How does First Internet Bancorp plan to use the $20.5 million of note proceeds?
First Internet Bancorp intends to use the net proceeds for general corporate purposes, which may include the redemption or retirement of existing indebtedness that is currently accruing interest at higher rates.

Will INBK’s new subordinated notes qualify as regulatory capital?
The company states that the notes are intended to qualify as Tier 2 capital of First Internet Bancorp for regulatory capital purposes, enhancing its capital structure at the holding-company level.

Are First Internet Bancorp’s new subordinated notes insured or guaranteed?
The indebtedness evidenced by the notes is not a deposit, is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund, and is not guaranteed by any subsidiary of First Internet Bancorp.

How large is First Internet Bancorp relative to this $20.5 million notes issuance?
First Internet Bancorp reports $5.6 billion in assets as of June 30, 2026. The new $20.5 million subordinated notes issuance represents a relatively small portion of its overall balance sheet size.

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

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
0001562463false00015624632026-09-102026-09-100001562463us-gaap:CommonStockMember2026-09-102026-09-100001562463inbk:A60FixedToFloatingSubordinatedNotesDue2029Member2026-09-102026-09-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 10, 2026
First Internet Bancorp
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
001-3575020-3489991
(Commission File Number)(IRS Employer Identification No.)
8701 E. 116th Street46038
Fishers, Indiana
(Address of Principal Executive Offices)(Zip Code)
(317) 532-7900
(Registrant's Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

    ☐    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 classTrading SymbolsName of each exchange on which registered
Common Stock, without par valueINBKThe Nasdaq Stock Market LLC
6.0% Fixed to Floating Subordinated Notes due 2029INBKZThe 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                    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 1.01Entry into a Material Definitive Agreement.

On September 10, 2026, First Internet Bancorp (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $20.5 million in aggregate principal amount of its 8.0% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Notes”). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.

The Company intends to use the net proceeds it received from the sale of the Notes for general corporate purposes, including the potential redemption or retirement of existing indebtedness that is currently accruing interest at higher rates.

The Notes have a stated maturity of September 15, 2036, and are redeemable, in whole or in part, on or after September 15, 2031, and at any time upon the occurrences of certain events. The Notes will bear interest at a fixed rate of 8.0% per year, from and including September 10, 2026 to, but excluding, September 15, 2036 or earlier redemption date. From and including September 15, 2031 to, but excluding, the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term secured overnight financing rate (“SOFR”), plus 3.735%. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR.

The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. On September 10, 2026, in connection with the sale and issuance of the Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the Notes (the “Exchange Offer”). Under certain circumstances, if the Company fails to meet its obligations under the Registration Rights Agreement, it would be required to pay additional interest to the holders of the Notes.

The Notes were issued under the Indenture, dated as of September 30, 2016 (the “Base Indenture”), by and between the Company and U.S. Bank, N.A., as trustee (the “Trustee”), as amended and supplemented, including by the Fifth Supplemental Indenture, dated as of September 10, 2026 (collectively, the “Indenture”). The Notes are not subject to any sinking fund and are not convertible into or exchangeable, other than pursuant to the Exchange Offer, for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. Prior to September 15, 2031, the Company may redeem the Notes, in whole but not in part, only under certain limited circumstances set forth in the Indenture. On or after September 15, 2031, the Company may redeem the Notes, in whole or in part, at its option, on any interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with any accrued and unpaid interest on the Notes being redeemed to but excluding the date of redemption.

Principal and interest on the Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company. The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The forms of the Purchase Agreement, the Registration Rights Agreement, the Base Indenture, the Fifth Supplemental Indenture and the Notes are attached as Exhibits 10.1, 10.2, 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K (the “Report”) and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes are summaries and are qualified by reference to the full text of such documents.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01    Regulation FD Disclosure

On September 10, 2026, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished as Exhibit 99.1 to this Report.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01    Financial Statements and Exhibits
(d) Exhibits.

NumberDescription
4.1
Subordinated Indenture, dated as of September 30, 2016, between First Internet Bancorp and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to current report on Form 8-K filed on September 30, 2016).
4.2
Fifth Supplemental Indenture, dated as of September 10, 2026, between First Internet Bancorp and U.S. Bank National Association, as trustee.
4.3
Forms of 8.0% Fixed-to-Floating Rate Subordinated Note due September 15, 2036 (included as Exhibit A-1 and Exhibit A-2 to the Fifth Supplemental Indenture filed as Exhibit 4.2 hereto).
10.1
Form of Subordinated Note Purchase Agreement, dated September 10, 2026 by and among First Internet Bancorp and the Purchasers*.
10.2
Form of Registration Rights Agreement, dated September 10, 2026, by and among First Internet Bancorp and the Purchasers.    

99.1
Press release dated September 10. 2026
104Cover Page Interactive Data File (embedded in the cover page formatted in inline XBRL)

*Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

Cautionary Note Regarding Forward-Looking Statements

This Report includes “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including but not limited to statements about the anticipated use of net proceeds from the offering, the timing of the redemption of outstanding indebtedness, the Exchange Offer and other matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking statements presented in this Report are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this Report. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Factors that may cause actual results to differ materially from those made or suggested by the forward-looking statements contained in this Report include those identified in the Company’s most recent annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this Report, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.


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.
Dated:September 10, 2026
FIRST INTERNET BANCORP
By:/s/ Kenneth J. Lovik
Kenneth J. Lovik, Executive Vice President & Chief Financial Officer



fibancorplogoa79a.jpg

First Internet Bancorp Completes Private Placement of $20.5 Million of 8.0% Fixed-to-Floating Rate Subordinated Notes

Fishers, Indiana, September 10, 2026 – First Internet Bancorp (the “Company”) (Nasdaq: INBK), the parent company of First Internet Bank (the “Bank”), announced today the completion of a private placement of $20.5 million in aggregate principal amount of 8.0% fixed-to-floating rate subordinated notes due 2036 (the “Notes”). The Notes will bear interest at a fixed rate of 8.0% per annum from September 10, 2026 to September 15, 2031, with interest during this period payable semi-annually in arrears. From September 15, 2031 to the stated maturity date or earlier redemption, the interest rate will be reset quarterly to an annual floating rate equal to the then current three-month term Secured Overnight Financing Rate (SOFR) plus 373.5 basis points, with interest during this period payable quarterly in arrears. The Notes are redeemable by the Company, in whole or in part, on or after September 15, 2031, and at any time upon the occurrence of certain events. The Notes have been structured to qualify as Tier 2 capital for the Company for regulatory capital purposes.

The Company intends to use the net proceeds it received from the sale of the Notes for general corporate purposes, including the potential redemption or retirement of existing indebtedness that is currently accruing interest at higher rates.

Piper Sandler & Co. acted as placement agent for the Notes offering. Faegre Drinker Biddle & Reath LLP served as counsel to the Company and Kilpatrick Townsend & Stockton LLP served as counsel to Piper Sandler & Co.

The Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy any security, nor shall there be any sale in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

About First Internet Bancorp
First Internet Bancorp is a bank holding company with assets of $5.6 billion as of June 30, 2026. The Company’s subsidiary, First Internet Bank, opened for business in 1999 as an industry pioneer in the branchless delivery of banking services. First Internet Bank provides consumer and small business deposits, commercial real estate and construction financing, SBA financing, public finance, consumer loans, and specialty finance services nationally, as well as commercial and industrial loans and treasury management services on a regional basis. First Internet Bancorp’s common stock trades on the Nasdaq Global Select Market under the symbol “INBK” and is a component of the Russell 2000® Index. Additional information about the Company is available at www.firstinternetbancorp.com and additional information about First Internet Bank, including its products and services, is available at www.firstib.com.

Forward-Looking Statements
This press release contains forward-looking statements with respect to regulatory capital classification and uses of proceeds. Forward-looking statements are generally identifiable by the use of words such as “anticipate,” “believe,” “continue,” “could,” “designed,” “estimate,” “expect,” “intend,” “may,” “optimistic,” “pending,” “plan,” “position,” “preliminary,” “remain,” “should,” “will,” “would” or other similar expressions. Such statements are not a guarantee of


future performance or results, are based on information available at the time the statements are made and are subject to certain risks and uncertainties including: our business and operations and the business and operations of our vendors and customers; general economic conditions, whether national or regional, and conditions in the lending markets in which we participate that may have an adverse effect on the demand for our loans and other products; our credit quality and related levels of nonperforming assets and loan losses, and the value and salability of the real estate that is the collateral for our loans. Other factors that may cause such differences include: failures or breaches of or interruptions in the communications and information systems on which we rely to conduct our business; failure of our plans to grow our commercial and industrial, construction, and SBA loan portfolios; competition with national, regional and community financial institutions; the loss of key members of senior management; the anticipated impacts of inflation and rising interest rates on the general economy; risks relating to the regulation of financial institutions; and other factors identified in reports we file with the U.S. Securities and Exchange Commission. All statements in this press release, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

Contact Information:
Investors/AnalystsMedia
Paula DeemerPANBlast
Director of Corporate AdministrationZach Weismiller
(317) 428-4628firstib@panblastpr.com
investors@firstib.com


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents

Press Releases

Agreements & Contracts

Other Documents

Keep reading

More on INBK

Trending in the feed

Open the live feed