Finward Bancorp and First Financial Bancorp Merger Agreement

Finward Bancorp and First Financial Bancorp have entered into a Merger Agreement for Finward Bancorp to merge with First Financial Bancorp. The transaction, approved by both companies' boards, is expected to close in the fourth quarter of 2026, pending shareholder and regulatory approvals. Upon closing, each share of Finward Bancorp common stock will be converted into 1.35 shares of First Financial Bancorp common stock. The agreement includes customary representations, warranties, and covenants, as well as indemnification for Finward Bancorp's directors and officers. Closing conditions include shareholder approval, stock exchange listing, effectiveness of a registration statement, and necessary governmental consents without material burdensome conditions. The agreement can be terminated under specific circumstances, with a termination fee of $9.0 million payable by Finward Bancorp under certain conditions. Both companies have included cautionary statements regarding forward-looking information and potential risks associated with the merger.