UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 22, 2021
Finward Bancorp
(Exact name of registrant as specified in its charter)
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Indiana
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000-26128
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35-1927981
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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9204 Columbia Avenue
Munster, Indiana
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46321
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(Address of principal executive offices)
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(Zip Code)
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(219) 836-4400
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, without par value
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FNWD
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The Nasdaq Stock Market LLC
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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. ☐
Receipt of Regulatory Approvals
On July 28, 2021, Finward Bancorp (“Finward”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Royal Financial, Inc., a Delaware corporation (“Royal Financial”). Pursuant to the Merger Agreement, Royal Financial will merge with and into Finward, with Finward as the surviving corporation (the “Merger”). Simultaneous with
the Merger, Royal Savings Bank, an Illinois state chartered savings bank and wholly-owned subsidiary of Royal Financial, will merger with and into Peoples Bank, the wholly-owned Indiana state chartered commercial bank subsidiary of Finward, with
Peoples Bank as the surviving bank (the “Bank Merger”). The Merger Agreement is described in greater detail in Finward’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2021.
On December 22, 2021, the Indiana Department of Financial Institutions approved the proposed merger of Royal Savings Bank with and
into Peoples Bank. In addition, on December 17, 2021, the Illinois Department of Financial and Professional Regulation acknowledged receipt of the notice of merger between Royal Savings Bank and Peoples Bank under the Illinois Savings Bank Act,
and issued a letter of no objection to the establishment by Peoples Bank of foreign trust offices at the Royal Savings Bank branches it will acquire as part of the Bank Merger. Finward previously received the approval of the Federal Deposit
Insurance Corporation for the merger of Royal Savings Bank with and into Peoples Bank. The Federal Reserve Bank of Chicago also previously approved Finward’s requested waiver from its application filing requirements. As a result, all regulatory
approvals necessary for the consummation of the Merger and Bank Merger have now been received.
Finward expects the Merger and Bank Merger to close at the end of January 2022, subject to the satisfaction of the remaining
closing conditions under the Merger Agreement.
Merger Consideration Election by Royal Financial Stockholders
As previously announced, upon completion of the Merger, each Royal Financial stockholder who beneficially owns 101 or more shares
of Royal Financial common stock will have the right to receive, at the stockholder’s election, 0.4609 shares of Finward common stock or $20.14 in cash, or a combination of both, for each share of Royal Financial common stock, subject to the
allocation and proration provisions set forth in the Merger Agreement. The election form and other materials necessary for Royal Financial stockholders to make their elections with respect to the merger consideration were first made available and
mailed on December 28, 2021 to Royal Financial stockholders reflected in the records of Royal Financial as of December 20, 2021. The election deadline for Royal Financial’s stockholders to elect the type of merger consideration they wish to
receive has been mutually agreed upon by Finward and Royal Financial to be 5:00 p.m. Eastern Time on January 18, 2022.
Miscellaneous
On December 29, 2021, Finward and Royal Financial issued a joint press release announcing the receipt of the regulatory approvals
and the election deadline for the merger consideration election by Royal Financial’s stockholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements regarding the financial performance, business prospects, growth, and operating strategies of Finward. For
these statements, Finward claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this communication should be considered in conjunction with the
other information available about Finward, including the information in the filings Finward makes with the SEC. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance.
The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. Forward-looking statements are typically identified by using words such as “anticipate,” “estimate,” “project,”
“intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.
Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results
may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include: the ability to obtain regulatory approvals and meet other closing conditions to the
merger; delay in closing the merger; difficulties and delays in integrating Finward’s and Royal Financial’s businesses or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of Finward’s and Royal Financial’s products and services; customer borrowing, repayment, investment,
and deposit practices; customer disintermediation; the introduction, withdrawal, success, and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other
consequences associated with mergers, acquisitions, and divestitures; economic conditions; and the impact, extent, and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative
and regulatory actions and reforms. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Finward’s reports (such as the Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet website (www.sec.gov). All subsequent written and oral forward-looking statements concerning the proposed transaction or
other matters attributable to Finward or Royal Financial or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Except as required by law, Finward does not undertake any obligation to
update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statement is made.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K.
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Exhibit No.
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Description
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Press Release dated December 29, 2021.
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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.
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Finward Bancorp
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Date: December 29, 2021
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By:
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/s/ Peymon S. Torabi
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Printed Name: Peymon S. Torabi
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Title: Executive Vice President, Chief Financial Officer and Treasurer
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