14 unchanged sentences
Management's report was not subject to attestation by the Bancorp’s registered public accounting firm pursuant to Securities and Exchange Commission rules that permit the Bancorp to provide only management's report in this annual report.
−Removed: Page 102 of 108
Other Information
2 unchanged sentences
Not applicable.
−Removed: Page 103 of 108
Directors, Executive Officers and Corporate Governance
2 unchanged sentences
"Security Ownership by Certain Beneficial Owners and Management,”
−Removed: “Delinquent Section 16(a) Reports" and “Corporate Governance - Code of Ethics”
+Added: “Delinquent Section 16 Reports" and “Corporate Governance - Code of Ethics”
in the Bancorp’s definitive Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated herein by reference.
−Removed: Information regarding the Bancorp’s executive officers is included under Item 4.5 captioned "Executive Officers of the Bancorp" at the end of Part I hereof and is incorporated herein by reference, in accordance with General Instruction G(3) to Form 10-K and the Instruction to Item 401 of Regulation S-K.
+Added: Information regarding the Bancorp’s executive officers is included under Item 4.5 captioned "Information About Our Executive Officers" at the end of Part I hereof and is incorporated herein by reference, in accordance with General Instruction G(3) to Form 10-K and the Instruction to Item 401 of Regulation S-K.
Executive Compensation
28 unchanged sentences
in the Bancorp’s definitive Proxy Statement for its 2023 Annual Meeting of Shareholders, is incorporated herein by reference.
−Removed: Principal Accountant Fees and Services ( BKD, LLP PCAOB 686 , Indianapolis, Indiana )
+Added: Principal Accountant Fees and Services (Forvis, LLP PCAOB 686 , Indianapolis, IN)
The information contained under the section captioned "Independent Registered Public Accounting Firm’s Services and Fees" in the Bancorp’s definitive Proxy Statement for its 2023 Annual Meeting of Shareholders, is incorporated herein by reference.
−Removed: Page 104 of 108
Exhibits and Financial Statement Schedules
4 unchanged sentences
Consolidated Statements of Income
−Removed: Consolidated Statements of Comprehensive Income
−Removed: Consolidated Statements of Changes in Stockholders’ Equity
−Removed: Consolidated Statements of Cash Flows   
−Removed: Notes to Consolidated Financial Statements  
−Removed:  Financial Statement Schedules:
+Added: Consolidated Statements of Comprehensive (Loss) Income
+Added: Consolidated Statements of Changes in Stockholders’
+Added: Consolidated Statements of Cash Flows
+Added: Notes to Consolidated Financial Statements
+Added: Financial Statement Schedules:
Not Applicable.
−Removed: Number          
Agreement and Plan of Merger by and among Finward Bancorp and Royal Financial, Inc.
−Removed: dated July 28, 2021 (incorporated herein by reference to Exhibit 2.1 of the Bancorp’s Form 8-K dated July 29, 2021).
+Added: dated July 28, 2021 (incorporated herein by reference to Exhibit 2.1 of the Bancorp’s Form 8-K dated July 29, 2021).
Restated Articles of Incorporation of Finward Bancorp (incorporated herein by reference to Exhibit 3.1 of the Bancorp’s Form 8-K dated March 2, 2022).
−Removed: Amended and Restated By-Laws of Finward Bancorp (Amended and Restated as of May 24, 2021) (incorporated herein by reference to Exhibit 3.2 of the Bancorp’s Form 8-K dated May 24, 2021).
+Added: Amended and Restated By-Laws of Finward Bancorp (Amended and Restated as of November 29, 2022) (incorporated herein by reference to Exhibit 3.1 of the Bancorp’s Form 8-K dated December 2, 2022).
+Added: Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934.
Unqualified Deferred Compensation Plan for the Officers of Peoples Bank effective January 1, 2005 (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 10-K filed on March 5, 2019).
1 unchanged sentence
Amended and Restated 2015 Stock Option and Incentive Plan of Finward Bancorp (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated March 2, 2022).
−Removed: Form of Nonqualified Stock Option Agreement under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.
−Removed: Form of Incentive Stock Option Agreement under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.
−Removed: Form of Agreement for Restricted Stock under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.
+Added: Form of Nonqualified Stock Option Agreement under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Bancorp’s Form 10-K filed on March 30, 2022).
+Added: Form of Incentive Stock Option Agreement under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Bancorp’s Form 10-K filed on March 30, 2022).
+Added: Form of Agreement for Restricted Stock under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.6 of the Bancorp’s Form 10-K filed on March 30, 2022).
Employment Agreement, dated June 28, 2021, by and among Finward Bancorp, Peoples Bank and David A.
Bochnowski (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated July 1, 2021).
−Removed: Page 105 of 108
Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.
3 unchanged sentences
Second Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.
−Removed: Bochnowski dated as of March 15, 2021 (incorporated herein by reference to Exhibit 10.3 of the Bancorp’s Form 8-K dated March 17, 2021).
+Added: Bochnowski dated as of March 15, 2021 (incorporated herein by reference to Exhibit 10.3 of the Bancorp’s Form 8-K dated March 17, 2021).
Third Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.
−Removed: Bochnowski dated as of May 3, 2021 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated May 5, 2021).
+Added: Bochnowski dated as of May 3, 2021 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated May 5, 2021).
Form of Non-Solicitation and Confidentiality Agreement between Peoples Bank and each of its Executive Officers (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 10-Q filed on May 9, 2018).
Finward Bancorp Executive Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 10-Q filed on October 29, 2019).
−Removed: Finward Bancorp Executive Incentive Plan
−Removed: Letter to Securities and Exchange Commission from Plante & Moran, PLLC dated September 23, 2020 (incorporated herein by reference to Exhibit 16.1 of the Bancorp’s Form 8-K dated September 23, 2020).
−Removed: 2021 Annual Report to Shareholders.
+Added: Employment Agreement between Finward Bancorp, Peoples Bank and Todd M.
+Added: Scheub dated as of April 27, 2022 (incorporated herein by reference to Exhibit 10.1 to the Bancorp’s Form 8-K dated April 28, 2022).
+Added: Extension Agreement between Finward Bancorp, Peoples Bank and David A.
+Added: Bochnowski effective as of June 28, 2022 (incorporated herein by reference to Exhibit 10.1 to the Bancorp’s Form 8-K dated May 23, 2022).
+Added: Post 2004 Deferred Compensation Plan for the Directors of Peoples Bank, Amended and Restated Effective May 20, 2022 (incorporated herein by reference to Exhibit 10.2 to the Bancorp’s Form 8-K dated May 23, 2022).
Subsidiaries of the Bancorp.
−Removed: BKD, LLP –
+Added: FORVIS, LLP –
Consent of Independent Registered Public Accounting Firm.
−Removed: Plante & Moran, PLLC - Consent of Independent Registered Public Accounting Firm.
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
8 unchanged sentences
and (vi) Notes to Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules.
−Removed: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Added: Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
The Bancorp has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K.
2 unchanged sentences
Form 10-K Summary
−Removed: Page 106 of 108
Pursuant to the requirements of Section 13 or 15(d) 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
−Removed: /s/ Benjamin J.
+Added: /s/Benjamin J.
President and
2 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on March 30, 2023:
−Removed: Signature  
Principal Executive Officer:
1 unchanged sentence
President and
−Removed: Bochnowski 
Chief Executive Officer
5 unchanged sentences
Executive Chairman of the Board
+Added: /s/Robert Youman
Director 
−Removed: /s/Joel Gorelick  
+Added: Robert Youman
+Added: /s/Joel Gorelick
+Added: Director 
Joel Gorelick
/s/Kenneth V.
+Added: Krupinski 
/s/Anthony M.
−Removed: Page 107 of 108
−Removed: Director 
−Removed: Director   
/s/Danette Garza
Danette Garza
−Removed: Page 108 of 108
+Added: Johnson III  
+Added: Director 
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.