NASDAQ: FNWD Finward Bancorp 8-K

Finward Bancorp to be acquired by First Financial Bancorp in $208M all-stock deal

Filed July 21, 2026 · Period ending July 21, 2026 · ~1 min read

Key Changes

high

Finward shareholders will receive 1.35 shares of First Financial common stock for each Finward share, valuing the transaction at approximately $208 million based on First Financial's July 20, 2026 closing price.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
high

The acquisition adds $2.0 billion in assets, $1.7 billion in deposits, and 24 locations in northwest Indiana and Chicago to First Financial, increasing its Chicago-area deposits by 75% to over $4 billion.

Exhibit 99.1 view on EDGAR →
high

First Financial expects the deal to be approximately 5% accretive to earnings per share with minimal tangible book value dilution of 0.4% and an earnback period of 0.6 years.

Exhibit 99.1 view on EDGAR →
high

The merger is expected to close in the fourth quarter of 2026, subject to regulatory approvals and Finward shareholder approval.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →
medium

Finward would owe First Financial a termination fee if the merger agreement is terminated under certain circumstances, such as if Finward's board withdraws its recommendation.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

Finward Bancorp has agreed to be acquired by First Financial Bancorp in an all-stock transaction valued at approximately $208 million. Under the terms unanimously approved by both boards, Finward shareholders will receive 1.35 shares of First Financial common stock for each Finward share they own.

The fixed exchange ratio means the ultimate value to shareholders will depend on First Financial's stock price at closing, targeted for the fourth quarter of 2026. The acquisition adds Finward's $2.0 billion in assets, $1.7 billion in deposits, and 24 locations in northwest Indiana and Chicago to First Financial's footprint.

Combined with First Financial's recent BankFinancial acquisition, the deal increases First Financial's Chicago-area deposits by 75% to over $4 billion. First Financial expects the transaction to be approximately 5% accretive to earnings per share with minimal tangible book value dilution of 0.4% and a 0.6-year earnback period. Finward's Peoples Bank will merge into First Financial Bank, and its consumer, trust/wealth management, and commercial credit operations will be integrated into First Financial's business lines. For Finward shareholders, the deal represents an exit at a valuation tied to First Financial's stock performance. The merger requires Finward shareholder approval and regulatory clearance. A termination fee protects First Financial if Finward's board withdraws its recommendation or accepts a competing offer.

Section-by-Section Diff

Event · Exhibit 99.1

~3,700 words View exhibit on EDGAR ↗

First Financial Bancorp to acquire Finward Bancorp in all-stock deal valued at ~$208M, adding $2B in assets and 24 locations in northwest Indiana/Chicago.

3 Added

Added Acquisition agreement high

Added in current filing · view on EDGAR →

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.

First Financial Bancorp has agreed to acquire Finward Bancorp in an all-stock transaction. Finward operates Peoples Bank with 24 locations in northwest Indiana and Chicago, and has approximately $2.0 billion in assets, $1.7 billion in deposits, $1.5 billion in loans, and $412 million in assets under management. The acquisition expands First Financial's Chicago-area presence and adds a low-cost core deposit franchise with a 116-year operating history.

Added Market expansion and strategic positioning medium

Added in current filing · view on EDGAR →

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 Finward acquisition increases First Financial's pro forma deposits in the Chicago metropolitan area by 75% to over $4 billion. This follows First Financial's recent acquisitions of Westfield Bancorp in Northeast Ohio and BankFinancial Corporation in Chicago. First Financial has committed to donate $500,000 to its Foundation for local organizations in Finward's communities, in addition to the $1 million donated when it entered Chicago with the BankFinancial acquisition.

Added Integration plans medium

Added in current filing · view on EDGAR →

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.

First Financial will integrate Finward's consumer, trust/wealth management, and commercial credit operations into its existing business lines. Peoples Bank employees will become First Financial associates. The transaction is subject to customary closing conditions, regulatory approvals, and Finward shareholder approval.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~2,400 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

4 Added

Added Merger Agreement with First Financial Bancorp. high

Added in current filing · verify on EDGAR →

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.

Finward Bancorp has agreed to be acquired by First Financial Bancorp. in an all-stock merger. Under the terms, Finward will merge into First Financial, with First Financial surviving. The transaction has been unanimously approved by both boards and is expected to close in the fourth quarter of 2026, subject to regulatory approvals and shareholder approval.

Added Merger consideration high

Added in current filing · verify on EDGAR →

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”).

Finward shareholders will receive 1.35 shares of First Financial common stock for each share of Finward common stock they own. This fixed exchange ratio means the ultimate value to shareholders will depend on First Financial's stock price at closing.

Added Bank subsidiary merger medium

Added in current filing · verify on EDGAR →

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.

As part of the transaction, Finward's banking subsidiary Peoples Bank will merge into First Financial's banking subsidiary First Financial Bank. This consolidates the banking operations under First Financial Bank.

Added Closing conditions and timeline high

Added in current filing · verify on EDGAR →

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.

The merger is targeted to close in Q4 2026. Completion requires Finward shareholder approval, regulatory approvals from the Federal Reserve and Ohio banking regulators, NASDAQ listing authorization for the new shares, and effectiveness of the Form S-4 registration statement, among other standard conditions.