Finward Bancorp, the Indiana-based holding company for Peoples Bank, announced on July 21, 2026, that it has entered into a definitive merger agreement with First Financial Bancorp, an Ohio corporation. The all-stock transaction will see Finward merge into First Financial, with First Financial surviving as the combined entity. Finward's banking subsidiary, Peoples Bank, is expected to subsequently merge into First Financial Bank.
Merger Terms
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. Based on First Financial's closing price on July 20, 2026, the deal values Finward at approximately $208 million. The exchange ratio is fixed, meaning the value Finward shareholders ultimately receive will fluctuate with First Financial's share price between now and closing.
The boards of both companies have unanimously approved the transaction. The merger is expected to close in the fourth quarter of 2026, subject to approval by Finward's shareholders, receipt of regulatory approvals from the Federal Reserve Board and the Ohio Department of Commerce, Division of Financial Institutions, and other customary closing conditions. A key protection for both parties is that neither is required to accept a regulatory condition that would have a material adverse effect on the combined company, referred to in the agreement as a "Materially Burdensome Regulatory Condition."
Termination Provisions and Breakup Fee
The merger agreement contains standard termination rights for both parties. Either company may terminate if the deal is not completed within one year, if a regulatory authority blocks the transaction with a final and nonappealable action, or if the other party commits an uncured material breach. First Financial may also terminate if Finward's board withdraws or adversely modifies its recommendation of the merger, fails to recommend against an alternative acquisition proposal, or materially breaches its non-solicitation obligations.
Finward retains a "fiduciary out" that allows its board, before shareholder approval is obtained, to terminate the agreement in order to accept a superior proposal, provided the board determines in good faith, after consulting outside counsel and financial advisors, that the alternative proposal is more favorable to shareholders from a financial perspective. If the agreement is terminated under certain circumstances, including a change in board recommendation or acceptance of a superior proposal, Finward would be required to pay First Financial a termination fee of $9.0 million.
What Comes Next
First Financial intends to file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement for Finward shareholders and a prospectus for the First Financial shares to be issued. Finward shareholders will vote on the merger at a special meeting, the date of which has not yet been announced. Investors should read the proxy statement and prospectus carefully when they become available, as they will contain detailed information about the transaction, the combined company's prospects, and the interests of Finward's directors and executive officers in the merger.
This transaction follows a period of operational improvement for Finward, which recently reported improved second quarter 2025 earnings and, in June 2026, received notice that a prior regulatory agreement between Peoples Bank and the FDIC and Indiana Department of Financial Institutions had been terminated.