-- First Financial Bancorp. ("First Financial") has agreed to acquire 
      Finward Bancorp ("Finward"), the holding company for Peoples Bank, 
      headquartered in Munster, Indiana 
 
   -- Strategically expands First Financial's presence in northwest Indiana and 
      Chicago, with the addition of a low cost core deposit franchise and 24 
      locations 
 
   -- Finward has approximately $2.0 billion in assets, $1.7 billion in 
      deposits, $1.5 billion in loans and $412 million in assets under 
      management 
 
   -- Transaction is expected to be approximately 5% accretive to First 
      Financial's earnings per share 
MUNSTER, Ind.--(BUSINESS WIRE)--July 21, 2026-- 

First Financial Bancorp. (Nasdaq: FFBC) and Finward Bancorp (Nasdaq: FNWD) jointly announced today that they have entered into an agreement by which First Financial will acquire Munster-based Finward in an all-stock transaction, further expanding First Financial's presence in the economically robust Chicagoland market with a strong core deposit franchise including 24 financial centers and a 116 year presence in the Northwest Indiana and Chicago markets. Combined with the 15 retail locations from First Financial's recent acquisition in the Chicagoland market, the Finward acquisition enhances First Financial's market presence and increases its pro forma deposits in the Chicago metropolitan statistical area by 75% to over $4 billion.

"The addition of Finward Bancorp and Peoples Bank is expected to strategically expand First Financial's ability to serve the consumers and businesses of the Chicagoland and Northwest Indiana markets. We are excited to partner with a bank with a similar operating philosophy and strong credit culture," said Archie Brown, President and Chief Executive Officer of First Financial Bank. "We have built an impressive combination of retail and commercial banking services, wealth management services, and specialty banking solutions, complemented by our client-centered, community-focused business model, that offers an alternative to larger banks. To demonstrate our further commitment to Chicago and Northwest Indiana, First Financial has committed to donate $500,000 to its Foundation for the benefit of local organizations in the communities served by Finward, in addition to the $1 million we donated to the Foundation when we entered the Chicago market with the completed acquisition of BankFinancial Corporation in January 2026."

Upon completion of the transaction, Finward's consumer, trust/wealth management and commercial credit lines of business will be incorporated into First Financial's respective business lines, and Peoples Bank employees will become First Financial associates.

"This partnership represents an exciting next chapter for our organization and the communities we serve," said Benjamin Bochnowski, Chief Executive Officer of Peoples Bank. "First Financial shares our deep commitment to customers, employees, shareholders, and the communities that have placed their trust in us for more than 100 years. Together, we are accelerating our common strategy to better serve the Chicagoland and Northwest Indiana markets. We are creating a stronger regional banking franchise with expanded capabilities, greater resources, and a sharper focus on delivering exceptional service. We are confident this partnership will create meaningful opportunities for our customers and employees, while preserving the community-centered values that have defined our organization for generations."

Through this addition, First Financial continues its recent period of growth, including the recent acquisitions of Westfield Bancorp in Northeast Ohio and BankFinancial Corporation in Chicago, and its commercial banking expansion into Chicago, Cleveland and Grand Rapids. First Financial's Midwestern base includes Chicago, IL; Cincinnati, Dayton, Cleveland and Columbus, OH; Indianapolis, IN; and Louisville, KY. The acquisition of Finward enhances First Financial's existing Chicagoland footprint that includes its commercial loan production office in Fulton Market; the Agile Premium Finance division in Lincolnshire, IL; and Bannockburn Capital Markets in downtown Chicago. Additionally in the area, First Financial offers retail and business banking solutions in Northwest Indiana and Northeast Illinois.

Transaction Terms

Under the terms of the agreement, each outstanding share of Finward common stock will be converted into the right to receive 1.35 shares of First Financial common stock, valuing the transaction at approximately $208 million, based on First Financial's closing stock price on July 20, 2026. The transaction is expected to be approximately 5% accretive to First Financial's earnings per share, and First Financial's tangible book value per share ("TBV") at closing is estimated to be only slightly diluted (0.4% dilution) with an anticipated TBV earnback of 0.6 years. The merger agreement has been unanimously approved by the Boards of Directors of First Financial and Finward.

The transaction is expected to close in the fourth quarter of 2026, subject to satisfaction of customary closing conditions, regulatory approvals and approval of Finward's shareholders.

Transaction Advisors

Morgan Stanley & Co. LLC is serving as financial advisor to First Financial. Stephens Inc. is serving as financial advisor to Finward and rendered a fairness opinion to Finward's Board of Directors. Squire Patton Boggs, (US) LLP is serving as legal counsel to First Financial. Barack Ferrazzano Kirschbaum & Nagelberg LLP is serving as legal counsel to Finward.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the proposed transaction, including (i) regarding the outlook and expectations of First Financial and Finward, respectively, with respect to the proposed transaction, (ii) the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transaction on the combined company's future financial performance (including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), (iii) the timing of the closing of the proposed transaction, and (iv) the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualifying words (and their derivatives) such as "may," "will," "anticipate," "could," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project" and "intend," as well as words of similar meaning or other statements concerning opinions or judgment of First Financial or Finward or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions include, among others, the following:

   -- the occurrence of any event, change or other circumstances that could 
      give rise to the right of one or both of the parties to terminate the 
      merger agreement; 
 
   -- the failure to obtain necessary regulatory approvals (and the risk that 
      such approvals may result in the imposition of conditions that could 
      adversely affect the combined company or the expected benefits of the 
      proposed transaction) and the possibility that the proposed transaction 
      does not close when expected or at all because required regulatory 
      approvals, the approval by Finward's shareholders, or other approvals and 
      the other conditions to closing are not received or satisfied on a timely 
      basis or at all; 
 
   -- the outcome of any legal proceedings that may be instituted against First 
      Financial or Finward; 
 
   -- the possibility that the anticipated benefits of the proposed transaction, 
      including anticipated synergies and strategic gains, are not realized 
      when expected or at all, including as a result of changes in, or problems 
      arising from, general economic and market conditions, interest and 
      exchange rates, monetary policy, laws and regulations and their 
      enforcement, and the degree of competition in the geographic and business 
      areas in which First Financial and Finward operate; 
 
   -- the possibility that the integration of the two companies may be more 
      difficult, time-consuming or costly than expected; 
 
   -- the impact of purchase accounting with respect to the proposed 
      transaction, or any change in the assumptions used regarding the assets 
      acquired and liabilities assumed to determine their fair value and credit 
      marks; 
 
   -- the possibility that the proposed transaction may be more expensive or 
      take longer to complete than anticipated, including as a result of 
      unexpected factors or events; 
 
   -- the diversion of management's attention from ongoing business operations 
      and opportunities; 
 
   -- potential adverse reactions of First Financial's or Finward's customers 
      or changes to business or employee relationships, including those 
      resulting from the announcement or completion of the proposed 
      transaction; 
 
   -- a material adverse change in the financial condition of First Financial 
      or Finward; 
 

(MORE TO FOLLOW) Dow Jones Newswires

July 21, 2026 16:30 ET