Finward Bancorp (FNWD) Proxy filing summary

Executive summary

• Finward Bancorp shareholders are asked to approve a merger with First Financial Bancorp, under which each Finward share will be exchanged for 1.35 First Financial shares, with an implied value of $47.90 per share at announcement and a total deal value of approximately $208.3 million.

• The merger will result in Finward shareholders owning about 5% of the combined entity, with First Financial shareholders holding the remaining 95%.

• The transaction is structured to be tax-free for most shareholders, except for cash received in lieu of fractional shares.

• The merger is expected to close in late 2026 or early 2027, subject to regulatory and shareholder approvals.

• Peoples Bank, Finward’s subsidiary, will merge into First Financial Bank immediately following the parent company merger.

Voting matters and shareholder proposals

• Shareholders will vote on the merger proposal and an adjournment proposal to allow more time for proxy solicitation if needed.

• Approval of the merger requires a majority of outstanding Finward shares; abstentions and non-votes count as votes against.

• No appraisal or dissenters' rights are available to Finward shareholders under Indiana law.

• The board unanimously recommends voting in favor of both proposals.

Board of directors and corporate governance

• The Finward board formed a capital committee to oversee the strategic process and engaged Stephens Inc. as financial advisor.

• The board considered multiple strategic alternatives and merger partners before selecting First Financial.

• The merger agreement includes a no-shop provision, with exceptions for superior proposals and a $9 million termination fee under certain circumstances.

• After the merger, Finward shareholders will become First Financial shareholders, with rights governed by Ohio law and First Financial’s governing documents.