inbk-20220501

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): May 1, 2022

First Internet Bancorp

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of Incorporation)

001-35750

20-3489991

(Commission File Number)

(IRS Employer Identification No.)

8701 E. 116th Street

46038

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 class

Trading Symbols

Name of each exchange on which registered

Common Stock, without par value

INBK

The Nasdaq Stock Market LLC

6.0% Fixed to Floating Subordinated Notes due 2029

INBKZ

The 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 1.02 Termination of a Material Definitive Agreement

On May 1, 2022, First Century Bancorp. (“First Century”) terminated the previously announced Agreement and Plan of Merger dated November 1, 2022, by and among First Internet Bancorp (the “Company”), FC Subsidiary, Inc. and First Century.

Under the agreement, the consummation of the merger was to have occurred on or before April 30, 2022. The Board of Governors of the Federal Reserve approved the merger on April 29, 2022, but the parties were precluded from closing immediately thereafter due to statutory waiting periods. The parties were unable to agree on extension terms, and First Century exercised its option to terminate the agreement.

Item 7.01 Regulation FD Disclosure

On May 1, 2022, the Company issued a press release regarding the termination of the merger agreement. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

The information contained in Item 7.01, and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

Number

Description

Method of filing

99.1

First Internet Bancorp Announces Termination of Merger Agreement with First Century

Filed electronically

104

Cover Page Interactive Data File (embedded in the cover page formatted in inline XBRL)

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:

May 2, 2022

FIRST INTERNET BANCORP

By:

/s/ Kenneth J. Lovik

Kenneth J. Lovik, Executive Vice President & Chief Financial Officer

First Internet Bancorp Announces Termination of First Century Merger Agreement

Fishers, Indiana, May 1, 2022 – First Internet Bancorp (the “Company”) (Nasdaq: INBK), the parent company of First Internet Bank (the “Bank”), announced today that First Century Bancorp. (“First Century”) has terminated the agreement and plan of merger between the two companies. Under the agreement, announced November 2, 2021, the consummation of the merger was to have occurred on or before April 30, 2022. The Board of Governors of the Federal Reserve approved the merger on April 29, 2022, but the parties were precluded from closing immediately thereafter due to statutory waiting periods. The parties were unable to agree on extension terms; First Century terminated the agreement on May 1, 2022.

David Becker, CEO and Chairman of First Internet Bancorp, said, “Despite efforts to negotiate, we could not arrive at a mutually agreeable increased purchase price in exchange for an extension. While the acquisition initially appeared to provide opportunities to diversify our revenue streams, we will not support excess deployment of capital without a clear and likely pathway to an acceptable payback. We remain steadfastly committed to increasing shareholder value.”

Becker continued, “Our Board and management team are laser-focused on our strategy and execution. As we shared recently, we delivered excellent results in the first quarter and are confident we will meet expectations for 2022. Even as we worked diligently on integration with First Century, we continued to source and evaluate additional strategic opportunities and have built a pipeline of actionable projects to drive results higher in future periods.

“I offer heartfelt thanks to the employees of First Century Bank for their openness, hospitality and collaboration throughout the diligence and planning. Finally, I am tremendously proud of the First Internet Bank team that worked tirelessly on the opportunity and integration plan while continuing to serve our customers and enhance our capabilities. It is the unwavering commitment of our team that fuels our confidence in the strength of our franchise and ability to seize potential growth opportunities ahead.”

Conference Call and Webcast

The Company will host a conference call and webcast at 4:30 p.m. Eastern Time on Monday, May 2, 2022 to discuss the announcement. The call can be accessed via telephone at (844) 200-6205; access code: 434757. A recorded replay can be accessed through June 1, 2022 by dialing (866) 813-9403; access code: 130420.

Additionally, interested parties can listen to a live webcast of the call on Company's website at www.firstinternetbancorp.com. An archived version of the webcast will be available in the same location shortly after the live call has ended.

About First Internet Bancorp First Internet Bancorp is a bank holding company with assets of $4.2 billion as of March 31, 2022. The Company’s subsidiary, First Internet Bank, opened for business in 1999 as an industry pioneer in the branchless delivery of banking services. The Bank provides consumer and small business deposit, SBA financing, franchise finance, residential mortgage loans, consumer loans, and specialty finance services nationally as well as commercial real estate loans, construction loans, 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 the Bank, including its products and services, is available at www.firstib.com.


Contact Information:
Investors/Analysts						Media
Paula Deemer						BLASTmedia for First Internet Bancorp
Director of Corporate Administration						Ryan Hecker
(317) 428-4628						[email protected]
[email protected]