First Financial Bancorp (Nasdaq: FFBC) disclosed in an 8-K filing on July 21, 2026, that it has entered into a definitive merger agreement with Finward Bancorp, an Indiana corporation and the holding company for Peoples Bank. The transaction, which has been unanimously approved by the boards of both companies, will see Finward merge into First Financial, with First Financial continuing as the surviving entity.
Deal Structure and Consideration
Under the terms of the agreement, each share of Finward common stock will be converted into the right to receive 1.35 shares of First Financial common stock. The all-stock transaction is expected to close in the fourth quarter of 2026, pending customary closing conditions including regulatory approvals from the Federal Reserve Board and the Ohio Department of Commerce, Division of Financial Institutions, as well as approval by Finward's shareholders. Following the holding company merger, Finward's banking subsidiary, Peoples Bank, will merge into First Financial's wholly owned subsidiary, First Financial Bank.
Termination Provisions and Fee
The merger agreement contains standard termination rights for both parties. Either company may terminate the deal if the merger is not completed within one year, if a final and nonappealable regulatory denial is received, or if a court or governmental authority permanently enjoins the transaction. Finward may also terminate the agreement under certain circumstances to accept a superior acquisition proposal, provided its board determines in good faith, after consultation with outside counsel and financial advisors, that the competing offer is more favorable from a financial point of view to its shareholders. If the agreement is terminated under specified circumstances, Finward would be required to pay First Financial a termination fee of $9.0 million.
Regulatory and Integration Commitments
Both companies have agreed to use reasonable best efforts to obtain all necessary regulatory consents. Neither party, however, is required to accept any condition that would have a material adverse effect on the combined company following the merger, a provision described in the agreement as a Materially Burdensome Regulatory Condition. First Financial has also agreed to indemnify former and current directors and officers of Finward and its subsidiaries and to maintain directors' and officers' liability insurance for a period of six years after closing, with annual premium costs capped at 300% of Finward's current annual premium.
The filing coincided with First Financial's release of its second quarter 2026 earnings, which the company reported alongside the acquisition announcement. The merger agreement and related investor presentation materials were filed as exhibits to the 8-K.