Finward Bancorp DEFM14A, filed Sep 28, 2026

Finward Bancorp (FNWD)

Finward Bancorp agreed to merge into First Financial Bancorp, with shareholders receiving 1.35 First Financial common shares each; the transaction was valued at approximately $47.90 per share and $208.3 million, and Finward’s board unanimously recommended approval. AI summary

DEFM14A 2026-09-28

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Added on October 21, 2026

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	Page
QUESTIONS AND ANSWERS		2
SUMMARY		10
Information about the Companies		10
The Merger and the Merger Agreement		10
Merger Consideration		11
Material U.S. Federal Income Tax Consequences of the Merger		11
Finward’s Reasons for the Merger; Recommendation of Finward’s Board of Directors		12
Opinion of Finward’s Financial Advisor		12
Interests of Certain Finward Directors and Executive Officers in the Merger		12
Expected Timing of the Merger		13
Conditions to Complete the Merger		13
Termination of the Merger Agreement		14
Termination Fee		15
Accounting Treatment		15
The Rights of Finward Shareholders Will Change as a Result of the Merger		15
Listing of First Financial Common Shares; Delisting and Deregistration of Finward Common Stock		15
The Special Meeting		15
No Appraisal or Dissenters’ Rights in the Merger		16
Risk Factors		16
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		17
RISK FACTORS		20
Risks Relating to the Consummation of the Merger and First Financial Following the Merger		20
Risks Relating to First Financial’s Business		26
Risks Relating to Finward’s Business		26
THE SPECIAL MEETING		27
Date, Time and Place of the Meeting		27
Matters to Be Considered		27
Recommendation of Finward’s Board of Directors		27
Record Date and Quorum		27
Broker Non-Votes		28
Vote Required; Treatment of Abstentions and Failure to Vote		28
Attending the Special Meeting		28
Proxies		28
Shares Held in Street Name		29
Revocability of Proxies		29
Delivery of Proxy Materials		30
Solicitation of Proxies		30
Other Matters to Come Before the Special Meeting		30
Assistance		30
PROPOSAL 1: MERGER PROPOSAL		31

	Page
PROPOSAL 2: ADJOURNMENT PROPOSAL		32
INFORMATION ABOUT THE COMPANIES		33
First Financial		33
Finward		33
THE MERGER		34
Terms of the Merger		34
Background of the Merger		34
Finward’s Reasons for the Merger; Recommendation of Finward’s Board of Directors		39
Opinion of Finward’s Financial Advisor		42
Certain Unaudited Prospective Financial Information		53
Interests of Certain Finward Directors and Executive Officers in the Merger		53
Accounting Treatment		58
Regulatory Approvals		58
Stock Exchange Listings		60
No Appraisal or Dissenters’ Rights in the Merger		60
THE MERGER AGREEMENT		61
Explanatory Note Regarding the Merger Agreement		61
Structure of the Merger		61
Merger Consideration		62
Fractional Shares		62
Treatment of Finward Equity Awards		62
Governing Documents		63
Closing and Effective Time of the Merger		63
Exchange of Shares		63
Representations and Warranties		64
Covenants and Agreements		65
Shareholder Meeting; Recommendation of Finward’s Board of Directors		71
Agreement Not to Solicit Other Offers		72
Conditions to Complete the Merger		73
Termination of the Merger Agreement		74
Effect of Termination		74
Termination Fee		75
Expenses and Fees		75
Amendment, Waiver and Extension of the Merger Agreement		75
Governing Law		76
Specific Performance		76
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		77
Tax Consequences of the Merger Generally		78
Cash Instead of a Fractional Share		79
Backup Withholding		79
DESCRIPTION OF FIRST FINANCIAL CAPITAL SHARES		80
General		80
Common Shares		80

	Page
Preferred Shares		80
Exclusive Forum		81
Anti-Takeover Effects of Certain Provisions of the First Financial Articles, the First Financial Regulations and Ohio Law		82
COMPARISON OF THE RIGHTS OF FIRST FINANCIAL SHAREHOLDERS AND FINWARD SHAREHOLDERS		84
LEGAL MATTERS		99
EXPERTS		99
DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS		100
WHERE YOU CAN FIND MORE INFORMATION		101
ANNEX A AGREEMENT AND PLAN OF MERGER		A-1
ANNEX B OPINION OF STEPHENS INC.		B-1

	First Financial Common Shares			Finward Common Stock			Implied Value of One Share of Finward Common Stock
July 20, 2026		$	35.48		$	36.63		$	47.90
September 25, 2026		$	32.40		$	43.24		$	43.74

	Implied Transaction Price / Tangible Book Value per Share			1.39x
	Implied Transaction Price / Last twelve months (“LTM”) Earnings per Share			20.9x
	Implied Transaction Price / LTM Core Earnings per Share(1)			18.6x
	Implied Transaction Price / 2026 Estimated Earnings per Share(2)			18.1x
	Implied Transaction Price / 2027 Estimated Earnings per Share(2)			15.8x
	Core Deposit Premium(3)			4.1%
	Implied Market Premium as of July 20, 2026			31%

	Company	25th Percentile	Median	75th Percentile
Total Assets ($mm)	$2,015	$2,088	$2,253	$2,376
Loans / Deposits	85%	84%	89%	96%
Tangible Common Equity (“TCE”) / Tangible Assets (“TA”)	7.5%	8.0%	8.6%	9.8%
LTM Core ROAA(1)	0.54%	0.89%	1.03%	1.07%
LTM Core Return on Average Tangible Common Equity (“ROATCE”)(1)	7.9%	9.8%	11.2%	14.0%
LTM Net Interest Margin	3.24%	3.16%	3.46%	3.64%
LTM Fee Income / Operating Revenue	15%	10%	17%	21%
LTM Efficiency Ratio	81%	67%	65%	59%
Nonperforming Assets (“NPA”) / Assets(2)	0.71%	0.74%	0.37%	0.19%
Loan Loss Reserve / Gross Loans	1.19%	0.99%	1.04%	1.17%
Market Cap ($mm)	$159	$219	$264	$308
Price / Tangible Book Value	1.06x	1.18x	1.28x	1.54x
Price / 2027 Estimated Earnings per Share	12.0x	10.0x	10.4x	10.7x

2031E Tangible Common Equity ($mm)	$	216.8	$	216.8	$	216.8
(x) Terminal Multiple		1.18x		1.28x		1.54x
Terminal Value ($mm)	$	255.8	$	277.5	$	333.9

2032E Net Income ($mm)	$	16.7	$	16.7	$	16.7
Less: After-Tax Opportunity Cost of Cash	$	1.1	$	1.1	$	1.1
2032E Adjusted Net Income ($mm)	$	15.6	$	15.6	$	15.6
2032E Adjusted Net Income ($mm)	$	15.6	$	15.6	$	15.6
(x) Terminal Multiple		10.0x		10.4x		10.7x
Terminal Value ($mm)	$	155.7	$	162.0	$	166.6

	12/31/2026			12/31/2027			12/31/2028			12/31/2029			12/31/2030			12/31/2031			12/31/2032
Net Income ($ in millions)		$	9.1(1)		$	13.1		$	13.7		$	14.4		$	15.2		$	15.9		$	16.7
Total Assets ($ in billions)		$	2.1		$	2.1		$	2.2		$	2.3		$	2.4		$	2.5		$	2.7

Name	Cash(1) ($)		Equity(2) ($)		Total(3) ($)
Benjamin Bochnowski		1,685,112		220,206		1,905,318
Todd Scheub		1,047,276		154,980		1,202,256
Robert Lowry		488,402		159,810		648,212
Benjamin Schmitt		610,362		190,932		801,294

Name	Base Salary and Bonus Severance ($)		COBRA Continuation ($)		Outplacement Services ($)		Life Insurance Premium ($)		Prorated 2026 Annual Bonus ($)		Company Vehicle ($)		Total Cash ($)
Benjamin Bochnowski		1,419,336		40,246		25,000		—		147,190		53,340		1,685,112
Todd Scheub		830,996		40,246		25,000		—		95,884		55,149		1,047,276
Robert Lowry		338,384		34,899		—		852		67,677		46,590		488,402
Benjamin Schmitt		493,233		40,341		—		906		75,882		—		610,362

Name	Restricted Stock Awards ($)		Performance Share Units ($)		Total Equity ($)
Benjamin Bochnowski		105,504		114,702		220,206
Todd Scheub		75,726		79,254		154,980
Robert Lowry		106,134		53,676		159,810
Benjamin Schmitt		128,226		62,706		190,932

Name	Single-Trigger Amount(a) ($)		Double-Trigger Amount(b) ($)		Total ($)
Benjamin Bochnowski		420,736		1,484,582		1,905,318
Todd Scheub		306,013		896,243		1,202,256
Robert Lowry		274,077		374,135		648,212
Benjamin Schmitt		266,814		534,480		801,294

	Finward	First Financial
Authorized Capital Stock	Finward is authorized to issue 20,000,000 shares, consisting of (i) 10,000,000 shares of common stock, without par value, and (ii) 10,000,000 shares of preferred stock, without par value.	First Financial is authorized to issue (i) 160,000,000 common shares, without par value; and (ii) 10,000,000 preferred shares, with or without par value as determined by the First Financial board of directors.
Outstanding Shares	As of the record date, Finward had 4,330,893 shares of common stock issued and outstanding and no shares of preferred stock outstanding.	As of September 25, 2026, the last practicable trading day preceding the date of this proxy statement/prospectus, First Financial had 105,166,926 common shares issued and outstanding, 5,095,746 common shares held by First Financial in treasury, and no preferred shares outstanding.
Dividends and Other Distributions	Finward has the power to declare and pay dividends or other distributions upon its common stock, subject to the limitation that a dividend or other distribution may not be made if, after giving it effect, Finward would not be able to pay its debts as they become due in the usual course of business or Finward’s total assets would be less than its total liabilities (and without regard to any amounts that would be needed, if Finward were to be dissolved at the time of the dividend or other distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those of the holders of common stock, unless otherwise expressly provided with respect to a series of Finward preferred	Subject to any rights of holders of First Financial preferred shares, the holders of First Financial common shares are entitled to receive dividends, if and when declared payable from time to time by First Financial’s board of directors, from any funds legally available therefor.

	Finward	First Financial
	stock).
	However, the FRB expects Finward, as a bank holding company, to serve as a source of strength to its subsidiary bank, which may require Finward to retain capital for further investments in its subsidiary bank, rather than for dividends for its shareholders.	However, the FRB expects First Financial, as a bank holding company, to serve as a source of strength to its subsidiary banks, which may require First Financial to retain capital for further investments in its subsidiary banks, rather than for dividends for its shareholders.
Voting Limitations	The Finward articles and bylaws do not impose voting restrictions on shares held in excess of a beneficial ownership threshold.	First Financial’s articles and regulations do not impose voting restrictions on shares held in excess of a beneficial ownership threshold.
Number of Directors; Classification	The Finward board of directors currently consists of nine members. The Finward bylaws provide that the Finward board of directors will consist of three or more members, with the exact number determined from time to time by resolution of the Finward board of directors. Under the Finward articles, any amendment to the Finward bylaws that would increase or decrease the number of directors, or eliminate or modify the classification of the Finward board of directors or directors’ terms of office, also requires the affirmative vote of a majority of the entire number of directors who then qualify as “Continuing Directors” with respect to all “Related Persons” (each as defined in the Finward articles).	First Financial’s board of directors currently consists of ten members. Provided the number of directors is never less than nine nor more than twenty-five, First Financial’s regulations provide that the number may be increased or decreased by resolution of the board of directors by vote of two-thirds of the whole authorized number of directors, or by resolution of the shareholders at a meeting of shareholders for electing directors by vote of two-thirds of the outstanding voting power.
	The Finward board of directors is currently divided into three classes, with each class containing as nearly equal a number of directors as possible and with the term of office of one class expiring at each annual meeting of Finward shareholders. Directors are elected for a term expiring at the third succeeding annual meeting of Finward shareholders following their election, and each director continues to serve until a successor is elected and qualified or until the director’s earlier death, resignation, disqualification or removal.	First Financial’s board of directors consists of a single class of directors and each director is elected for a one-year term.

	Finward	First Financial
Call of Special Meeting of Directors	The Finward bylaws provide that a special meeting of the Finward board of directors may be called by any director upon not less than 24 hours’ notice to each director of the date, time and place of the meeting, which notice need not state the purpose of the meeting.	First Financial’s regulations provide that a meeting of the board of directors may be called by the Chairman of the Board, the Chief Executive Officer, or by any seven directors upon giving two-days’ notice, unless the board of directors has fixed a regular time and place for board meetings.
Duties of Directors	Pursuant to the Finward articles, a director’s responsibility to Finward is limited to discharging his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of Finward, in each case based on the facts then known to the director. A director is not liable for any action taken, or failure to act, as a director unless the director has breached or failed to perform these duties and the breach or failure constitutes willful misconduct or recklessness.	Pursuant to the OGCL, a director of First Financial must perform their duties (i) in good faith, (ii) in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation, and (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances. A director shall not be found to have violated these duties unless it is proved by clear and convincing evidence. First Financial’s articles and regulations do not alter such duties.
Limitation on Director and Officer Liability	The Finward articles provide that a director is not liable for any action taken as a director, or for any failure to take action, unless (i) the director has breached or failed to perform the duties of the director’s office and (ii) the breach or failure to perform constitutes willful misconduct or recklessness.	First Financial’s articles provide that each person who is or was a director, officer, employee, or agent of the corporation will be indemnified by First Financial to the full extent permitted by the OGCL against any liability, cost, or expense incurred in such capacity, or arising out of such status. First Financial may, but is not obligated to, maintain insurance, at its expense, to protect itself and any such person against any such liability, cost, or expense.
Indemnification	The Finward articles provide that every “Eligible Person” (defined as each present or former director, officer, employee or agent of Finward, or person serving at Finward’s request in a similar capacity for another entity) is entitled to indemnification against liability and reasonable expense incurred in connection with a claim (i) if the Eligible Person was “Wholly Successful” (defined as (1) termination of any claim against the Eligible Person in question without any finding of liability or guilt against him, (2) approval by a court, with knowledge of the indemnity herein	First Financial’s regulations provide that First Financial shall, to the full extent permitted by law, indemnify all persons whom it may indemnify. Ohio law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, because the person is or was a director or officer, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses, judgments, fines and amounts paid in

				Finward			First Financial
				provided, of a settlement of any claim, or (3) the expiration of a reasonable period of time after the making or threatened making of any claim without the institution of the same, without any payment or promise made to induce a settlement) with respect to the claim, or (ii) if not Wholly Successful, if the Eligible Person is determined by independent counsel or another disinterested person selected by the Finward board of directors (a “Referee”) and, based on the Referee’s written finding, by the Finward board of directors, or, failing such a determination, by a court of competent jurisdiction, to have acted in good faith and in a manner the Eligible Person reasonably believed to be in, or at least not opposed to, the best interests of Finward and, with respect to any criminal matter, to have had no reasonable cause to believe the conduct was unlawful. Expenses may be advanced to an Eligible Person before final disposition of a claim upon receipt of an undertaking to repay the amount advanced if the person is ultimately determined not to be entitled to indemnification. These indemnification rights are contractual, apply to claims arising from conduct before or after their adoption, and are not diminished by any subsequent repeal, amendment or modification. The Finward board of directors may also separately approve additional indemnification to the fullest extent permitted by law at the time in effect and may authorize Finward to purchase directors’ and officers’ liability insurance.			settlement actually and reasonably incurred by the director or officer in connection with the action, suit or proceeding if (1) the director or officer acted in good faith and in a manner the director or officer reasonably believed to be in or not opposed to the best interests of the corporation and (2) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe the director’s or officer’s conduct was unlawful. In the case of an action by or in the right of the corporation, however, such indemnification may only apply to expenses actually and reasonably incurred by the person in connection with the defense or settlement of such action and no such indemnification may be made if either (1) the director or officer has been adjudged to be liable for negligence or misconduct in the performance of the director’s or officer’s duty to the corporation, unless and only to the extent that the court in which the proceeding was brought determines that the director or officer is fairly and reasonably entitled to indemnification for such expenses as the court deems proper, or (2) the only liability asserted against a director in a proceeding relates to the director’s approval of an unlawful dividend, distribution, redemption or loan. Ohio law further provides that to the extent a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, the corporation must indemnify the director or officer against expenses actually and reasonably incurred by the director or officer in connection with the action, suit or proceeding. In addition, a corporation is permitted to pay expenses (including attorneys’ fees) as they are incurred by a director or officer as they are incurred, in advance of the final disposition of the action, suit or proceeding, as authorized by the corporation’s directors and upon receipt of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to indemnification. The

	Finward	First Financial
	A nominating shareholder’s notice must include, in addition to the information required for shareholder business proposals, information about each proposed nominee, including name, age, business and residence address, principal occupation, shares beneficially owned, a completed director questionnaire, and a written representation and agreement addressing voting commitments, compensation arrangements and compliance with Finward’s governance policies, together with information required in connection with Rule 14a-19 under the Exchange Act (the SEC’s universal proxy rule.	at the meeting to nominate the person or persons specified in the notice; a description of all arrangements or understandings between the shareholder and each nominee; such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated by the First Financial board of directors; and the consent of each nominee to serve as a director of the First Financial if elected. First Financial may also require any proposed nominee to furnish other information reasonably required by First Financial to determine the proposed nominee’s eligibility to serve as a director.
Shareholder Action by Written Consent	Finward’s bylaws provide that any action required or permitted to be taken at a meeting of Finward shareholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each shareholder entitled to vote on the matter and filed in paper or electronic form with the records of the meetings of Finward shareholders.	Under the OGCL, unless a corporation’s articles or regulations prohibit action by shareholders without a meeting, shareholders may act without a meeting on any action required or permitted to be taken at a shareholder meeting, provided that all shareholders entitled to notice of the meeting sign a writing authorizing the action, and the shareholders file the writing with the records of the corporation. First Financial’s articles and regulations do not alter such shareholders’ right.
Shareholder Inspection Rights	Under the IBCL, a shareholder may inspect and copy, during regular business hours, a corporation’s articles of incorporation and bylaws, resolutions of the board with respect to classes of shares and fixing their rights, shareholder meeting minutes and written consents for the past 3 years, all written communications to shareholders generally within the past 3 years, a list of the names and business addresses of current directors and officers, and the most recent biennial report delivered to the secretary of state. In order for a shareholder to inspect and copy, during regular business hours, accounting records of the corporation, the record of shareholders, or excerpts from meeting	Under the OGCL, First Financial shareholders, upon written demand stating the specific purpose thereof, shall have the right to examine at any reasonable time and for any reasonable and proper purpose, the articles of the corporation, the regulations, the books and records of account, minutes, and records of shareholders aforesaid, and voting trust agreements, if any, on file with First Financial, and to make copies or extracts thereof.

	Finward	First Financial
	minutes of the board of directors (including committees acting in place of the board), or shareholder meeting minutes and written consents to the extent not otherwise subject to inspection, the shareholder must make a written demand in good faith that states a proper purpose, describes with reasonable particularity the records sought and the purpose of the request, and demonstrates that the requested records are directly related to that purpose.
Shareholder Dissenter Rights	The IBCL provides that a shareholder may not dissent from a transaction or demand the fair value of the shareholder’s stock in connection with a transaction if, as of the record date to determine shareholders entitled to receive notice of such transaction, the shares were a covered security under Section 18(b)(1)(A) or 18(b)(1)(B) of the Securities Act of 1933, as amended. All Finward shares are covered securities under Section 18(b)(1)(A) of the Securities Act of 1933, as amended. The Finward articles do not contain any provision altering, limiting or expanding the appraisal or dissenters’ rights available to Finward shareholders under the IBCL described above.	The OGCL provides that shareholders of a domestic corporation that is also the surviving corporation in a merger who are entitled to vote on the adoption of the merger are entitled to relief as dissenting shareholders, unless the shares of the corporation are listed on a national securities exchange as of the day immediately preceding the date on which the vote on the proposal is taken at the meeting of the shareholders, and the consideration to be received by the shareholders consists of shares or shares and cash in lieu of fractional shares that, immediately following the effective time of a merger, consolidation, or conversion, as applicable, are listed on a national securities exchange and for which no proceedings are pending to delist the shares from the national securities exchange as of the effective time of the merger, consolidation, or conversion.
		The OGCL also entitles the following to relief as dissenting shareholders: (i) shareholders of a domestic corporation that is being merged into a surviving or new entity, (ii) shareholders, other than the parent corporation, of a domestic subsidiary corporation that is being merged into the domestic or foreign parent corporation, (iii) in the case of a combination or a majority share acquisition, shareholders of the acquiring corporation who are entitled to vote on such transaction, but only as to the shares so entitling them to vote, (iv) shareholders of a domestic

	Finward	First Financial
Election of Directors; Vacancies	Each outstanding share of Finward common stock is entitled to one vote on each matter submitted to a vote at a meeting of shareholders.	Each First Financial shareholder is entitled to one vote for each common share held by such shareholder.
	Directors are elected by a plurality of the votes properly cast at a meeting of Finward shareholders at which a quorum is present.	Director nominees who receive the greatest number of shareholder votes are automatically elected to the board, but First Financial has adopted a policy requiring nominees who receive a greater number of votes “withheld” from his or her election than votes “for” his or her election to tender written resignation to the Corporate Governance and Nominating Committee for consideration.
	Finward shareholders are not permitted to cumulate their votes in the election of directors.	First Financial’s shareholders are not permitted to cumulate their votes in the election of directors.
	Pursuant to the Finward bylaws, any vacancy occurring on the Finward board of directors, from whatever cause, is filled by a majority vote of the remaining directors then in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy serves for the remainder of the term of the director’s predecessor. If a vacancy or vacancies leave the Finward board of directors with no members, or if the remaining directors are unable to agree upon or determine not to select a successor, the vacancy may instead be filled by a vote of Finward shareholders at a special meeting called for that purpose or at the next annual meeting of shareholders.	The First Financial directors are elected at a meeting of shareholders, except that a majority of the directors in office at any time, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any director’s office that is created by an increase in the number of directors or by a vacancy. However, in any period between annual meetings of shareholders, the directors cannot increase the number of directors by more than three.
Removal of Directors	Any or all members of the Finward board of directors may be removed only for good cause, and only at a meeting of Finward shareholders called expressly for that purpose, by the affirmative vote of the holders of outstanding shares representing at least 80% of the votes then entitled to be cast at an election of directors. Directors may not be removed in the absence of good cause.	A First Financial director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed.

	Finward	First Financial
		indemnification provisions of Ohio law summarized above are not exclusive of, and are in addition to, any other rights granted to persons seeking indemnification under a corporation’s articles or regulations, any agreement, a vote of the corporation’s shareholders or disinterested directors. Ohio law grants express power to a corporation to purchase and maintain insurance or furnish similar protection, including trust funds, letters of credit and self-insurance, for director, officer, employee or agent liability, regardless of whether that individual is otherwise eligible for indemnification by the corporation.
Annual Meetings of Shareholders	An annual meeting of Finward shareholders for the election of directors and the transaction of any business within the powers of Finward will be held on the date and at the time and place set by the Finward board of directors.	The annual meeting of shareholders of First Financial shall be held on the fourth Tuesday in May of each year or on such other date as may be fixed from time to time by the directors, at such time as the directors may determine.
Call of Special Meetings of Shareholders	Special meetings of Finward shareholders may be called at any time by the Finward board of directors or the President, and must be called by the Finward board of directors if the secretary receives one or more written, dated and signed demands for a special meeting from the holders of shares representing at least 25% of all the votes entitled to be cast on the proposed matter; provided that, at any time Finward has more than 50 shareholders, any such demand must be delivered by holders of shares representing at least 80% of all the votes entitled to be cast on the proposed matter.	First Financial’s regulations provide that special meetings of shareholders may be called by the Chairman of the Board, by the Chief Executive Officer, by the President or Vice President authorized to exercise the authority of the Chief Executive Officer in the case of the Chief Executive Officer’s absence, death, or disability, by resolution of the directors or by the holders of not less than one-half of the outstanding voting power of First Financial.
Notice of Meetings of Shareholders	Written notice stating the date, time and place of a meeting of Finward shareholders (and, in the case of a special meeting, the purpose or purposes for which it is called) must be delivered or mailed by the secretary to each shareholder of record entitled to notice of or to vote at the meeting not fewer than 10 nor more than 60 days before the meeting date. If a special meeting is	The OGCL requires notice of a shareholder meeting not less than seven nor more than 60 days before the meeting unless the corporation’s governing documents provide for a longer notice period. First Financial’s regulations provide that written notice of such a meeting stating the time, place, if any, and purposes of the meeting, and the means, if any, by

	Finward	First Financial
	required to be called following a shareholder demand, notice must be given no later than the 60th day after Finward’s receipt of the demand.	which shareholders can be present and vote at the meeting shall be given at least ten days before the date of the meeting (a) to every shareholder of record entitled to notice and (b) by or at the direction of the Chief Executive Officer or the Secretary.
Quorum of Shareholders	Unless the Finward articles or the IBCL provide otherwise, the presence in person or by proxy of holders of a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter at a meeting of Finward shareholders. A meeting may be adjourned to a later date even if a quorum is not present.	First Financial’s regulations provide that the holders of record of a majority of shares entitled to vote at each meeting of shareholders, present in person or by proxy, shall constitute a quorum.
Advance Notice Regarding Shareholder Proposals (other than Nomination of Candidates for Election to the Board of Directors)	The Finward bylaws provide that, for business to be properly brought before an annual meeting by a shareholder, the business must be specified in the notice of meeting, be otherwise brought by or at the direction of the Finward board of directors, the Chairman of the Board or the President, or be properly brought by a shareholder who was a shareholder of record both when notice of the meeting was delivered and at the time of the meeting, who is entitled to vote at the meeting, and who complies with the advance notice procedures of the Finward bylaws. Only business specified in the notice of a special meeting of Finward shareholders (other than matters properly brought under Rule 14a-8 or Rule 14a-11 under the Exchange Act) may be conducted at that special meeting.	First Financial’s regulations do not contain a similar advance notice provision regarding shareholder proposals.
	To be timely, a shareholder’s notice of business to be brought before an annual meeting must be delivered to or received by the secretary at Finward’s principal office not earlier than the 120th day nor later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting date. If the annual meeting is not held within 30 days before or after that anniversary date (an “Other Annual Meeting Date”), the shareholder’s notice must instead be given by the close of business on the later of the 90th day prior to the Other

	Finward	First Financial
	Annual Meeting Date or the 10th day following the date the Other Annual Meeting Date is first publicly announced. The shareholder’s notice must include, among other things: a description of the proposed business and the reasons for bringing it; the shareholder’s name and address as they appear on Finward’s stock records; the class and number of shares owned of record and beneficially by the shareholder; a description of any agreement, arrangement or understanding between the shareholder and its affiliates or associates or others acting in concert with respect to the proposal or Finward’s stock; a representation that the shareholder is a holder of record entitled to vote at the meeting and intends to appear in person or by proxy to present the proposal; a representation as to whether the shareholder intends to solicit proxies in support of the proposal; and any other information that would be required to be disclosed in a proxy statement under Section 14(a) of the Exchange Act.
Advance Notice Regarding Shareholders Nomination of Candidates for Election to the Board of Directors	The Finward bylaws provide that shareholder nominations for election to the Finward board of directors follow the same advance notice procedures applicable to shareholder business proposals described above, including the requirement that the nominating shareholder be a shareholder of record both when notice is delivered and at the time of the meeting, be entitled to vote at the meeting, and otherwise comply with the Finward bylaws. For a special meeting, shareholders may nominate director candidates only if the Finward board of directors has determined that directors will be elected at that meeting, and the shareholder’s notice must be delivered to the secretary no later than the close of business on the 10th day following the day on which the date of the special meeting and the nominees proposed by the board (or the number of directors to be elected) are first publicly announced.	First Financial’s regulations provide that nomination for election of directors may be made by any shareholder by delivering written notice to the Secretary of First Financial not later than (i) for an annual meeting of shareholders, 90 days prior to the date one year from the date of the immediately preceding annual meeting of shareholders, and (ii) for a special meeting of shareholders, the close of business on the tenth day following the date on which notice of such meeting is first given to shareholders. The notice must set forth the name and address of the shareholder and each nominee; the age and principal occupation or employment of each nominee; the number of shares of equity securities beneficially owned by each nominee; a representation that the shareholder is a holder of record of shares entitled to vote at the meeting and intends to appear in person or by proxy

	Finward	First Financial
		subsidiary corporation into which one or more domestic or foreign corporations are being merged, and (v) shareholders of a domestic corporation into a domestic or foreign entity. First Financial’s articles and regulations do not alter such shareholders’ rights.
Appointment and Removal of Officers	The Finward bylaws provide that the officers of Finward consist of the President, the Chief Financial Officer, the Treasurer and the Secretary, each elected by the Finward board of directors. The Finward board of directors may also designate a Chairman of the Board (and designate the Chairman as an officer and/or chief executive officer) and may elect such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as it determines from time to time. The President is Finward’s chief executive officer unless the board designates the Chairman of the Board as chief executive officer. All officers serve at the pleasure of the Finward board of directors, and the board may remove any officer, with or without cause, at any time. Vacancies in any office may be filled by the Finward board of directors at any board meeting.	First Financial’s regulations provide that all officers of First Financial shall be chosen by the board of directors by a majority vote and shall hold office at the pleasure of the First Financial board of directors. Any officer may be removed by the board of directors at any time with or without cause by a majority vote.
Amendment to Charter and Bylaws	The Finward articles provide that Finward reserves the right to amend, alter, change or repeal any provision of the Finward articles in the manner permitted or prescribed by the IBCL, and all rights conferred on shareholders are granted subject to that reservation. The Finward board of directors has the power to rescind, change, amend or waive any provision of the Finward bylaws by the affirmative vote of a majority of the entire number of directors then in office, except that any amendment increasing or decreasing the number of directors, or eliminating or modifying the classification of the board or directors’ terms of office, also requires the affirmative vote of a majority of the directors who then qualify as Continuing Directors. Finward shareholders do not	Under the First Financial articles, First Financial reserves the right to amend, alter, change or repeal any provision contained in its articles in the manner prescribed by the laws of Ohio, and all rights and powers conferred therein upon shareholders and directors are granted subject to this reservation. The First Financial regulations provide that the regulations may be amended only (a) by the vote of the holders of two-thirds of the outstanding voting power of First Financial voting as a single class at a meeting of shareholders called for such purpose, unless such amendment is recommended by the vote of two-thirds of the whole authorized number of directors, in which case the regulations may be amended by the affirmative vote of the holders of a

	Finward	First Financial
	have an independent right under the Finward articles or bylaws to amend the Finward bylaws.	majority of the outstanding voting power voting as a single class at a meeting of shareholders called for such purpose or (b) by the affirmative vote of two-thirds of the whole authorized number of directors to the extent permitted by Ohio law.
Extraordinary Transactions	Under the IBCL, a plan of merger, consolidation or share exchange, or a sale, lease, exchange or other disposition of all or substantially all of Finward’s assets other than in the ordinary course of business, generally requires approval by the Finward board of directors and by the affirmative vote of the holders of a majority of the votes entitled to be cast on the matter. If the other party to the transaction is a “Related Person,” the enhanced voting requirements of Article VIII of the Finward articles apply instead (see “Business Combinations with Interested Shareholders” below).	Under the OGCL, the vote required to adopt an agreement of merger or consolidation at a meeting of the shareholders of a domestic constituent corporation is the affirmative vote of the holders of shares of that corporation entitling them to exercise at least two-thirds of the voting power of the corporation on such proposal, except in the case of mergers of a subsidiary into a parent corporation, which does not require shareholder approval. The First Financial articles and regulations do not alter the approval required for extraordinary transactions.
Business Combinations with Interested Shareholders	Under the IBCL, any 10% shareholder of an Indiana corporation with a class of voting shares registered under Section 12 of the Exchange Act, such as Finward, is prohibited for a period of five years from completing a business combination with the corporation unless, prior to the acquisition of such 10% interest, the board approved either the acquisition of such interest or the proposed business combination. If such prior approval is not obtained, the corporation and a 10% shareholder may not consummate a business combination unless all provisions of the articles of incorporation are complied with and either a majority of disinterested shareholders approve the transaction or all shareholders receive a price per share as determined by the IBCL. A corporation may specifically adopt application of the business combination provision in its articles of incorporation and obtain the protection provided by this provision. Finward has adopted the application of the business combination provision in its articles. Separately, Article VIII of the Finward	Under the OGCL, First Financial shall not engage in a merger, consolidation, combination, or majority share acquisition involving an interested shareholder or a person, partnership, corporation, or other entity that is, or after the merger, consolidation, combination, or majority share acquisition would be, an affiliate or associate of an interested shareholder, for three years after an interested shareholder’s share acquisition date, unless (i) it is an exempt transaction according to the statute or (ii) prior to the interested shareholder’s share acquisition date First Financial’s directors approved the transaction or the purchase of the interested shareholder’s shares. After three years, First Financial may engage in such a transaction if it is a certain type of business combination specified by the statute, there is compliance with the provisions of the applicable business combination statute, and at least one of the following is satisfied: (i) the transaction is approved, at a meeting held for that purpose, by the

	Finward	First Financial
	articles requires that, except in specified circumstances, any business combination between Finward (or a subsidiary) and a “Related Person” (generally, a person who beneficially owns more than 10% of Finward’s voting stock and has done so for less than two years, subject to certain exceptions) be approved by the affirmative vote, at a meeting of Finward shareholders, of (i) at least 80% of the votes entitled to be cast by holders of all outstanding shares of voting stock, voting as a single class, and (ii) an Independent Majority of Shareholders (i.e., a majority of the votes entitled to be cast by shareholders other than the Related Person). This enhanced voting requirement does not apply if (a) certain minimum price, form-of-consideration and procedural conditions as provided in the Finward articles are satisfied, or (b) the business combination is approved by at least two-thirds of the directors who then qualify as Continuing Directors, or (c) the business combination involves solely a wholly owned subsidiary of Finward.	affirmative vote of the holders of shares of First Financial entitling them to exercise at least two-thirds of the voting power of the issuing public corporation in the election of directors; and (ii) the transaction meets both of the following conditions: (a) it results in the receipt per share by the holders of all outstanding shares of First Financial not beneficially owned by the interested shareholder of an amount of cash that, when added to the fair market value as of the consummation date of the transaction of noncash consideration, aggregates at least the higher of the following: (I) a figure determined in accordance with the statute; or (II) the preferential amount per share, if any, to which holders of shares of that class or series of shares are entitled upon voluntary or involuntary dissolution of First Financial, plus the aggregate amount per share of dividends declared or due that those holders are entitled to receive before payment of dividends on another class or series of shares, unless the aggregate amount per share of those dividends is included in the preferential amount; and (b) the form of consideration to be received by holders of each particular class or series of outstanding shares of First Financial in the transaction, apart from any portion that is interest, is in cash or, if the interested shareholder previously purchased shares of that class or series, is in the same form the interested shareholder previously paid to acquire the largest number of shares of that class or series, but in no event shall the fair market value of the consideration received by a holder of a share of a particular class or series of outstanding shares in the transaction be less than the current fair market value of a share of the issuing public corporation of the same class or series.
Control Share Acquisitions	Under the IBCL, control shares are voting shares of stock which, if aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or	Under the OGCL, any control share acquisition of an issuing public corporation shall be made only with the prior authorization of the shareholders of such corporation.

	Finward	First Financial
	direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: (i) one-fifth or more but less than one-third; (ii) one-third or more but less than a majority; or (iii) a majority or more of all voting power. Under the IBCL, control shares of an Indiana corporation acquired in a control share acquisition have no voting rights except to the extent granted by resolution approved by a majority vote of the shares entitled to vote on the matter. Shares owned by the acquiror, by officers or by employees who are directors of the corporation are excluded from shares entitled to vote on the matter. The Finward bylaws provide that, if and whenever the Indiana control share acquisition statute applies to Finward, any or all control shares acquired in a control share acquisition are subject to redemption by Finward if either (a) no acquiring person statement has been filed with Finward, or (b) the control shares are not accorded full voting rights. A redemption under clause (a) may be made at any time within 60 days after the last acquisition of control shares by the acquiring person; a redemption under clause (b) may be made at any time within two years after the shareholder vote denying full voting rights. Any such redemption is made at the fair value of the control shares. The Finward articles also provide that Finward is authorized to redeem its securities under the control share provisions of the IBCL.	Any person who proposes to make a control share acquisition shall deliver an acquiring person statement to the issuing public corporation at the issuing public corporation’s principal executive offices. Within ten days after receipt of an acquiring person statement, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of voting on the proposed control share acquisition. The acquiring person may make the proposed control share acquisition if both of the following occur: (i) the shareholders of the issuing public corporation who hold shares as of the record date of such corporation entitling them to vote in the election of directors authorize the acquisition at the special meeting held for that purpose at which a quorum is present by an affirmative vote of a majority of the voting power of such corporation in the election of directors represented at the meeting in person or by proxy, and a majority of the portion of the voting power excluding the voting power of interested shares represented at the meeting in person or by proxy; and (ii) the acquisition is consummated, in accordance with the terms so authorized, no later than 360 days following shareholder authorization of the control share acquisition. The First Financial articles and regulations does not alter the statute.
Anti-Takeover and Related Provisions	Finward’s articles and bylaws include several provisions that may have anti-takeover effects. For example, Finward: (i) has a classified board of directors, divided into three classes with staggered three-year terms; (ii) requires the affirmative vote of holders of at least	See “Description of First Financial Capital Shares — Anti-Takeover Effects of Certain Provisions of the First Financial Articles, the First Financial Regulations and Ohio Law.”

	Finward	First Financial
	80% of the votes entitled to be cast at an election of directors to remove a director, and then only for good cause; (iii) requires that vacancies on the Finward board of directors be filled only by the remaining directors, even if less than a quorum, rather than by shareholders, except in limited circumstances; (iv) requires shares representing at least 80% of all votes entitled to be cast on any issue provide written, dated and signed demands to the Finward Secretary to require Finward to hold a special meeting of the shareholder; and (v) requires that amendments to certain sections of Finward’s articles be approved by (a) of at least 80% of the votes entitled to be cast by the holders of the outstanding shares of all classes of the Finward’s voting stock, acting as a single class and (b) a majority of Finward’s independent shareholders.
Exclusive Forum for Certain Litigation	The Finward bylaws provide that, unless Finward consents in writing to an alternative forum, the Circuit or Superior Courts of Lake County, Indiana, or, for cases of pendent jurisdiction, the United States District Court for the Northern District of Indiana, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Finward, (ii) any action asserting a claim for breach of any duty owed by any director, officer or other employee of Finward to Finward or its shareholders, (iii) any action asserting a claim against Finward or any director, officer or other employee of Finward arising under the IBCL, the Finward articles or the Finward bylaws, or (iv) any action asserting a claim against Finward or any director, officer or other employee of Finward that is governed by the internal affairs doctrine, in each case, subject to that court having personal jurisdiction over the indispensable parties named as defendants.	See “Description of First Financial Capital Shares — Exclusive Forum.”

First Financial filings (SEC File No. 001-34762)			Periods Covered or Date of Filing with the SEC
Annual Report on Form 10-K			Fiscal year ended December 31, 2025, filed on February 19, 2026
Quarterly Report on Form 10-Q			Fiscal quarter ended March 31, 2026, filed on May 8, 2026; fiscal quarter ended June 30, 2026, filed on August 6, 2026
Current Reports on Form 8-K			Filed on January 2, 2026, January 28, 2026, February 2, 2026, April 23, 2026, May 22, 2026, May 29, 2026, July 21, 2026 and July 27, 2026
Definitive Proxy Statement on Schedule 14A			Filed on April 16, 2026
Registration Statement on Form 8-A			Filed on May 2, 1994, as amended on January 5, 2004

Finward filings (SEC File No. 001-40999)			Periods Covered or Date of Filing with the SEC
Annual Report on Form 10-K*			Fiscal year ended December 31, 2025, filed on March 25, 2026
Quarterly Report on Form 10-Q*			Fiscal quarter ended March 31, 2026, filed on May 13, 2026; fiscal quarter ended June 30, 2026, filed on August 13, 2026
Current Reports on Form 8-K			Filed on January 27, 2026, February 24, 2026, March 2, 2026, April 28, 2026, May 26, 2026, May 28, 2026, June 3, 2026, July 6, 2026, July 21, 2026, and July 28, 2026
Definitive Proxy Statement on Schedule 14A*			Filed on April 3, 2026

	ARTICLE I THE MERGER					A-1
	1.1 The Merger					A-1
	1.2 Closing					A-1
	1.3 Effective Time					A-1
	1.4 Effects of the Merger					A-1
	1.5 Conversion of Seller Common Stock					A-2
	1.6 Buyer Stock					A-2
	1.7 Articles of Incorporation of Surviving Corporation					A-2
	1.8 Bylaws of Surviving Corporation					A-2
	1.9 Treatment of Seller Equity Awards					A-2
	1.10 Directors and Officers of the Surviving Corporation					A-3
	1.11 Tax Consequences					A-3
	1.12 Bank Merger					A-3
	ARTICLE II EXCHANGE OF SHARES					A-4
	2.1 Buyer to Make Merger Consideration Available					A-4
	2.2 Exchange of Shares					A-4
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER					A-6
	3.1 Corporate Organization					A-6
	3.2 Capitalization					A-7
	3.3 Authority; No Violation					A-8
	3.4 Consents and Approvals					A-9
	3.5 Reports					A-9
	3.6 Financial Statements					A-10
	3.7 Broker’s Fees					A-11
	3.8 Absence of Certain Changes or Events					A-11
	3.9 Legal Proceedings					A-12
	3.10 Taxes and Tax Returns					A-12
	3.11 Employee Benefit Plans					A-13
	3.12 Employees					A-15
	3.13 Compliance with Applicable Law					A-15
	3.14 Certain Contracts					A-16
	3.15 Agreements with Regulatory Agencies					A-17
	3.16 Risk Management Instruments					A-18
	3.17 Environmental Matters					A-18
	3.18 Investment Securities and Commodities					A-18
	3.19 Real Property					A-19
	3.20 Intellectual Property					A-19
	3.21 Related Party Transactions					A-20
	3.22 State Takeover Laws					A-20
	3.23 Reorganization					A-20
	3.24 Opinion					A-20
	3.25 Seller Information					A-20

	3.26 Loan Portfolio					A-21
	3.27 Insurance					A-22
	3.28 Information Security					A-22
	3.29 Subordinated Indebtedness					A-22
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER					A-22
	4.1 Corporate Organization					A-22
	4.2 Capitalization					A-23
	4.3 Authority; No Violation					A-24
	4.4 Consents and Approvals					A-24
	4.5 Reports					A-25
	4.6 Financial Statements					A-25
	4.7 Broker’s Fees					A-26
	4.8 Absence of Certain Changes or Events					A-26
	4.9 Legal Proceedings					A-27
	4.10 Taxes and Tax Returns					A-27
	4.11 Employee Benefit Plans					A-28
	4.12 Employees					A-29
	4.13 Compliance with Applicable Law					A-29
	4.14 Agreements with Regulatory Agencies					A-30
	4.15 Risk Management Instruments					A-30
	4.16 Investment Securities and Commodities					A-30
	4.17 Related Party Transactions					A-31
	4.18 State Takeover Laws					A-31
	4.19 Reorganization					A-31
	4.20 Buyer Information					A-31
	4.21 Information Security					A-31
	ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS					A-31
	5.1 Conduct of Businesses Prior to the Effective Time					A-31
	5.2 Seller Forbearances					A-32
	5.3 Buyer Forbearances					A-34
	ARTICLE VI ADDITIONAL AGREEMENTS					A-34
	6.1 Regulatory Matters					A-34
	6.2 Access to Information; Confidentiality					A-36
	6.3 Shareholder Approval					A-37
	6.4 Legal Conditions to Merger					A-38
	6.5 Stock Exchange Listing					A-38
	6.6 Employee Matters					A-38
	6.7 Indemnification; Directors’ and Officers’ Insurance					A-40
	6.8 Additional Agreements					A-40
	6.9 Advice of Changes					A-40
	6.10 Shareholder Litigation					A-41
	6.11 Acquisition Proposals					A-41
	6.12 Public Announcements					A-42
	6.13 Change of Method					A-42

	6.14 Restructuring Efforts					A-42
	6.15 Takeover Statutes					A-43
	6.16 Exemption from Liability under Section 16(b)					A-43
	6.17 Certain Tax Matters					A-43
	6.18 Dividends					A-43
	ARTICLE VII CONDITIONS PRECEDENT					A-44
	7.1 Conditions to Each Party’s Obligation to Effect the Merger					A-44
	7.2 Conditions to Obligations of Buyer					A-44
	7.3 Conditions to Obligations of Seller					A-45
	ARTICLE VIII TERMINATION AND AMENDMENT					A-46
	8.1 Termination					A-46
	8.2 Effect of Termination					A-46
	ARTICLE IX GENERAL PROVISIONS					A-47
	9.1 Nonsurvival of Representations, Warranties and Agreements					A-47
	9.2 Amendment					A-48
	9.3 Extension; Waiver					A-48
	9.4 Expenses					A-48
	9.5 Notices					A-48
	9.6 Interpretation					A-49
	9.7 Counterparts					A-49
	9.8 Entire Agreement					A-49
	9.9 Governing Law; Jurisdiction					A-49
	9.10 Waiver of Jury Trial					A-50
	9.11 Assignment; Third-Party Beneficiaries					A-50
	9.12 Specific Performance					A-50
	9.13 Severability					A-50
	9.14 Confidential Supervisory Information					A-51
	9.15 Delivery by Electronic Transmission					A-51
	9.16 No Other Representations or Warranties					A-51

Defined Term	Page
Acquisition Proposal		55
Adjusted Tangible Shareholders’ Equity		48
affiliate		65
Bank Merger		5
Bank Merger Act		12
Bank Merger Agreement		5
Bank Merger Certificates		5
BHC Act		8
Borrower		27
Borrowing Affiliate		44
business day		65
Buyer		1
Buyer Articles		3
Buyer Bank		5
Buyer Benefit Plans		36
Buyer Common Stock		2
Buyer Disclosure Schedule		29
Buyer Equity Awards		30
Buyer Options		30
Buyer Preferred Stock		30
Buyer Qualified Plans		37
Buyer Regulations		3
Buyer Regulatory Agreement		40
Buyer Reports		33
Buyer Restricted Stock Awards		30
Buyer Stock Plans		30
Buyer Subsidiary		30
Buyer 401(k) Plan		52
Certificates of Merger		2
Chosen Courts		66
Closing		1
Closing Conditions Satisfaction Date		2
Closing Date		2
Confidentiality Agreement		48
Continuing Employees		51
Continuation Period		51
Code		1
Effective Time		2
Enforceability Exceptions		11
Environmental Laws		24
ERISA		17

Defined Term	Page
ERISA Affiliate		18
Exchange Act		14
Exchange Agent		5
Exchange Fund		5
Exchange Ratio		2
FDIC		9
Federal Reserve Board		12
GAAP		8
GDPR		20
GLBA		20
Governmental Entity		12
IBCL		1
IDFI		12
Indiana Secretary		2
Intellectual Property		26
IRS		16
knowledge		65
Leased Real Property		25
Liens		11
Loans		27
made available		65
Material Adverse Effect		8
Materially Burdensome Regulatory Condition		47
Measuring Date		48
Merger		1
Merger Consideration		2
Multiemployer Plan		18
Multiple Employee Plan		18
NASDAQ		7
New Plans		51
New Shares		5
ODFI		12
Ohio Secretary		2
Old Share		2
ORC		1
Owned Real Property		25
Personal Data		20
Premium Cap		53
Proxy Statement		12
person		65
Recommendation Change		49
Real Property		25
Real Property Deeds		25

Defined Term	Page
Real Property Instruments		25
Regulatory Agencies		13
Representatives		54
Requisite Regulatory Approvals		47
Requisite Seller Vote		11
Sarbanes-Oxley Act		13
SEC		12
Securities Act		13
Seller		1
Seller Articles		9
Seller Bank		5
Seller Benefit Plans		17
Seller Board Recommendation		49
Seller Bylaws		9
Seller Common Stock		2
Seller Contract		23
Seller Disclosure Schedule		8
Seller Equity Awards		4
Seller Equity Award Schedule		10
Seller Indemnified Parties		53
Seller IT Systems		21
Seller Meeting		49
Seller Performance Stock Unit Award		4
Seller Preferred Stock		10
Seller Qualified Plans		18
Seller Regulatory Agreement		23
Seller Reports		13
Seller Restricted Stock Award		3
Seller Restricted Stock Unit Award		4
Seller Section 16 Individuals		57
Seller Security Breach		21
Seller Stock Plans		4
Seller Subsidiaries		9
Seller 401(k) Plan		51
Significant Subsidiaries		9
SRO		13
Stephens		15
Subsidiary		9
Superior Proposal		55
Surviving Corporation		1
S-4		12
Takeover Statute		27
Tax		17

Defined Term	Page
Tax Return		17
Termination Date		61
Termination Fee Amount		62