Finward Bancorp Announces Merger with First Financial — 1.35 Exchange

What Happened
Finward Bancorp (FNWD) announced on July 21, 2026 that it entered into a definitive Agreement and Plan of Merger with First Financial Bancorp. Under the agreement, Finward will merge into First Financial (with First Financial continuing as the surviving corporation) and Finward’s bank subsidiary, Peoples Bank, is expected to merge into First Financial Bank. Each outstanding Finward common share will be converted into the right to receive 1.35 shares of First Financial common stock. The boards of both companies unanimously approved the Merger; closing is expected in the fourth quarter of 2026, subject to shareholder and regulatory approvals and other customary closing conditions.

Key Details

• Agreement date: July 21, 2026; expected close: Q4 2026.
• Exchange ratio: 1 Finward share → 1.35 shares of First Financial common stock (stock-for-stock transaction).
• Approvals required: Finward shareholder vote, NASDAQ listing authorization, effectiveness of Form S-4/registration statement, and regulatory approvals (including the Federal Reserve and Ohio Department of Commerce) without a "Materially Burdensome Regulatory Condition."
• Other material terms: $9.0 million termination fee payable by Finward in certain circumstances; First Financial will indemnify Finward’s current and former directors/officers and maintain D&O insurance for six years (subject to an annual cap equal to 300% of Finward’s current premium).

Why It Matters
For Finward shareholders, the transaction is a stock-for-stock acquisition that will convert their FNWD shares into shares of First Financial, changing their investment into the combined company's stock. The deal is subject to shareholder approval and significant regulatory review, so closing is not guaranteed and timing depends on those approvals and the S-4/proxy process. Material economic effects (including potential dilution to First Financial shareholders and integration outcomes) will be detailed in the forthcoming registration statement and proxy materials filed with the SEC.