Finward Bancorp 10-Q

Item 4. Controls and Procedures   (a) Evaluation of Disclosure Controls and Procedures . The Bancorp maintains disclosure controls and procedures (as defined in Sections 13a – 15(e) and 15d – 15(e)) of regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by the Bancorp in the reports that it files or submits under the "Exchange Act" is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Bancorp in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Bancorp's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The Bancorp's Chief Executive Officer and Chief Financial Officer evaluate the effectiveness of the Bancorp's disclosure controls and procedures as of the end of each quarter. Based on that evaluation as of March 31, 2022, the Bancorp’s Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures were effective as of that date in ensuring that information required to be disclosed by the Bancorp under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms .   (b)    Changes in Internal Control Over Financial Reporting . There was no change in the Bancorp's internal control over financial reporting identified in connection with the Bancorp’s evaluation of controls that occurred during the three months ended March 31, 2022, that has materially affected, or is reasonably likely to materially affect, the Bancorp's internal control over financial reporting.   39     PART II ‑ Other Information Item 1. Legal Proceedings The Bancorp and its subsidiaries, from time to time, are involved in legal proceedings in the ordinary course of business against its debtors and are defendants in legal actions arising from normal business activities. Management, after consultation with legal counsel believes that the ultimate liabilities, if any, resulting from these actions will not have a material adverse effect on the financial position of the Bank or on the consolidated financial position of the Bancorp.   Item 1A. Risk Factors Not Applicable.   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On April 24, 2014, the Bancorp’s Board of Directors authorized a stock repurchase program to repurchase up to 50,000 shares of the Bancorp’s outstanding common stock, from time to time and subject to market conditions, on the open market or in privately negotiated transactions. The stock repurchase program does not expire and is only limited by the number of shares that can be purchased. The stock repurchase program will be reviewed annually by the Board of Directors. No shares were repurchased during the three months ended March 31, 2022, under the stock repurchase program.   Period   Total Number of Shares Purchased     Average Price Paid per Share     Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs     Maximum Number of Shares That May Yet Be Purchased Under the Program(1)   January 1, 2022 – January 31, 2022     -       N/A       -       48,828   February 1, 2022 – February 28, 2022     -       N/A       -       48,828   March 1, 2022 – March 31, 2022     -       N/A       -       48,828       (1) The stock repurchase program was announced on April 24, 2014, whereby the Bancorp is authorized to repurchase up to 50,000 shares of the Bancorp’s common stock outstanding. There is no express expiration date for this program.   Item 3. Defaults Upon Senior Securities There are no matters reportable under this item.   Item 4. Mine Safety Disclosures Not Applicable   Item 5. Other Information None   Item 6. Exhibits   Exhibit     Number   Description 3.1   Restated Articles of Incorporation of Finward Bancorp (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on March 2, 2022). 10.1   Amended and Restated Finward Bancorp 2015 Stock Option and Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on March 2, 2022). 31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. 31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. 32.1   Section 1350 Certifications. 101   The following materials from the Bancorp’s Form 10-Q for the quarterly period ended March 31, 2022, formatted in an XBRL Interactive Data File: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Changes in Stockholders’ Equity; (iv) Consolidated Statement of Comprehensive Income; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules. 104   Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)   40     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 thereunto duly authorized.         FINWARD BANCORP                   Date: May 16, 2022   /s/ Benjamin J. Bochnowski       Benjamin J. Bochnowski       President and Chief Executive Officer                   Date: May 16, 2022   /s/ Peymon S. Torabi         Peymon S. Torabi       Executive Vice President, Chief Financial       Officer and Treasurer       41