1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Bancorp’s disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended, as of December 31, 2022.
−Removed: Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2022, the Bancorp’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Bancorp in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to the Bancorp’s management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosure.
−Removed: There were no changes in the Bancorp’s internal control over financial reporting during the year ended December 31, 2022, that have materially affected or are reasonably likely to affect, the Bancorp’s internal control over financial reporting.
−Removed: Management ’
−Removed: s Report on Internal Control Over Financial Reporting
+Added: The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Bancorp’s disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended, as of December 31, 2023.
+Added: Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2023, the Bancorp’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Bancorp in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to the Bancorp’s management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosure.
+Added: There were no changes in the Bancorp’s internal control over financial reporting during the year ended December 31, 2023, that have materially affected or are reasonably likely to affect, the Bancorp’s internal control over financial reporting.
+Added: Management ’ s Report on Internal Control Over Financial Reporting
The management of the Bancorp is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.
−Removed: The Bancorp’s internal control over financial reporting is a process designed under the supervision of the Bancorp’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Bancorp’s financial statements for external reporting purposes in accordance with U.S.
+Added: The Bancorp’s internal control over financial reporting is a process designed under the supervision of the Bancorp’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Bancorp’s financial statements for external reporting purposes in accordance with U.S.
generally accepted accounting principles.
−Removed: As of December 31, 2022, management assessed the effectiveness of the Bancorp’s internal control over financial reporting based on the framework established in the “Internal Control - Integrated Framework”
−Removed: issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: Based on this evaluation, management has determined that the Bancorp’s internal control over financial reporting was effective as of December 31, 2022, based on the criteria specified.
−Removed: This Annual Report on Form 10-K does not include an attestation report of the Bancorp’s registered public accounting firm regarding internal control over financial reporting.
−Removed: 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.
+Added: Page 115 of 122
+Added: As of December 31, 2023, management assessed the effectiveness of the Bancorp’s internal control over financial reporting based on the framework established in the “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: Based on this evaluation, management has determined that the Bancorp’s internal control over financial reporting was effective as of December 31, 2023, based on the criteria specified.
+Added: This Annual Report on Form 10-K does not include an attestation report of the Bancorp’s registered public accounting firm regarding internal control over financial reporting.
+Added: 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.
+Added: Page 116 of 122
Other Information
2 unchanged sentences
Not applicable.
+Added: Page 117 of 122
Directors, Executive Officers and Corporate Governance
−Removed: The information contained under the sections captioned "Proposal 1 - Election of Directors,”
−Removed: “Corporate Governance - Board Committees,”
−Removed: "Security Ownership by Certain Beneficial Owners and Management,”
−Removed: “Delinquent Section 16 Reports" and “Corporate Governance - Code of Ethics”
−Removed: 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 "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.
+Added: The information contained under the sections captioned "Proposal 1 - Election of Directors,” “Corporate Governance - Board Committees,” "Security Ownership by Certain Beneficial Owners and Management,” “Delinquent Section 16(a) Reports" and “Corporate Governance - Code of Ethics” in the Bancorp’s definitive Proxy Statement for the 2024 Annual Meeting of Shareholders is incorporated herein by reference.
+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
−Removed: The information contained under the section captioned “Executive Compensation" in the Bancorp’s definitive Proxy Statement for its 2023 Annual Meeting of Shareholders is incorporated herein by reference.
+Added: The information contained under the section captioned “Executive Compensation" in the Bancorp’s definitive Proxy Statement for its 2024 Annual Meeting of Shareholders is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information contained within the Bancorp’s definitive Proxy Statement for the 2023 Annual Meeting of Shareholders, under the section captioned “Security Ownership by Certain Beneficial Owners and Management,”
−Removed: and the table providing information on the Bancorp’s director nominees and continuing directors in the section captioned “Proposal 1 - Election of Directors,”
−Removed: is incorporated herein by reference.
+Added: The information contained within the Bancorp’s definitive Proxy Statement for the 2024 Annual Meeting of Shareholders, under the section captioned “Security Ownership by Certain Beneficial Owners and Management,” and the table providing information on the Bancorp’s director nominees and continuing directors in the section captioned “Proposal 1 - Election of Directors,” is incorporated herein by reference.
Equity Compensation Plan Information
−Removed: The following table provides certain information as of December 31, 2022 with respect to the Bancorp’s existing equity compensation plans.
+Added: The following table provides certain information as of December 31, 2023 with respect to the Bancorp’s existing equity compensation plans.
Number of securities to
11 unchanged sentences
plans (excluding
−Removed: securitites reflected in
+Added: securities reflected in
Plan Category
1 unchanged sentence
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information contained under the sections captioned “Transactions with Related Persons”
−Removed: and “Corporate Governance-Director Independence,”
−Removed: and the information contained in the “Summary Compensation Table for 2022”
−Removed: under the section captioned “Executive Compensation,”
−Removed: in the Bancorp’s definitive Proxy Statement for its 2023 Annual Meeting of Shareholders, is incorporated herein by reference.
+Added: The information contained under the sections captioned “Transactions with Related Persons” and “Corporate Governance-Director Independence,” and the information contained in the “Summary Compensation Table for 2023” under the section captioned “Executive Compensation,” in the Bancorp’s definitive Proxy Statement for its 2024 Annual Meeting of Shareholders, is incorporated herein by reference.
Principal Accountant Fees and Services ( FORVIS, LLP PCAOB 686 , Indianapolis, IN )
−Removed: 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.
+Added: 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 2024 Annual Meeting of Shareholders, is incorporated herein by reference.
+Added: Page 118 of 122
Exhibits and Financial Statement Schedules
(1) Financial Statements :
−Removed: The following consolidated financial statements of the Bancorp and the reports of the Bancorp’s independent registered public accounting firm are included in Part II, Item 8 of this Form 10-K:
+Added: The following consolidated financial statements of the Bancorp and the reports of the Bancorp’s independent registered public accounting firm are included in Part II, Item 8 of this Form 10-K:
Report of Independent Registered Public Accounting Firm
1 unchanged sentence
Consolidated Statements of Income
−Removed: Consolidated Statements of Comprehensive (Loss) Income
−Removed: Consolidated Statements of Changes in Stockholders’
+Added: Consolidated Statements of Comprehensive Income (Loss)
+Added: Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
3 unchanged sentences
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).
−Removed: 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 November 29, 2022) (incorporated herein by reference to Exhibit 3.1 of the Bancorp’s Form 8-K dated December 2, 2022).
−Removed: Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934.
−Removed: 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).
−Removed: Amended Post 2004 Unfunded Deferred Compensation Plan for the Directors of Peoples Bank effective January 1, 2005 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 10-K filed on March 5, 2019).
−Removed: 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 (incorporated herein by reference to Exhibit 10.4 of the Bancorp’s Form 10-K filed on March 30, 2022).
−Removed: 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).
−Removed: 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).
−Removed: Employment Agreement, dated June 28, 2021, by and among Finward Bancorp, Peoples Bank and David A.
−Removed: Bochnowski (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated July 1, 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).
+Added: 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, 2023).
+Added: Amended and Restated By-Laws of Finward Bancorp (Amended and Restated as of November 29, 2022) (incorporated herein by reference to Exhibit 3.2 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.
+Added: (incorporated herein by reference to Exhibit 4.1 of the Bancorp’s Form 10-K filed on March 30, 2023).
+Added: 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).
+Added: Amended Post 2004 Unfunded Deferred Compensation Plan for the Directors of Peoples Bank effective January 1, 2005 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 10-K filed on March 5, 2019).
+Added: 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).
+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: Page 119 of 122
+Added: Form of Agreement for Restricted Stock under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.
+Added: (incorporated herein by reference to Exhibit 10.6 of the Bancorp’s Form 10-K filed on March 30, 2022).
Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.
−Removed: Bochnowski dated August 1, 2017 (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated August 4, 2017).
+Added: Bochnowski dated August 1, 2017 (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated August 4, 2017).
First Amendment to Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.
−Removed: Bochnowski dated as of July 27, 2018 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated July 30, 2018).
+Added: Bochnowski dated as of July 27, 2018 (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated July 30, 2018).
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, 2023 (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).
−Removed: 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).
−Removed: 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).
+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).
+Added: 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).
+Added: 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).
Employment Agreement between Finward Bancorp, Peoples Bank and Todd M.
−Removed: 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).
−Removed: Extension Agreement between Finward Bancorp, Peoples Bank and David A.
−Removed: 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).
−Removed: 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).
+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: 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).
+Added: Transition Agreement, General Release & Covenant Not to Sue dated December 1, 2023 by and among Finward Bancorp, Peoples Bank, and Peymon Torabi (incorporated herein by reference to Exhibit 10.1 to the Bancorp’s Form 8-K dated December 7, 2023).
+Added: Agreement For Purchase And Sale Of Property, dated January 29, 2024, by and between Peoples Bank and MountainSeed Real Estate Services, LLC (incorporated herein by reference to Exhibit 10.1 to the Bancorp’s Form 8-K dated January 31, 2024).
+Added: Lease Agreement – Crown Point Banking Center (incorporated herein by reference to Exhibit 10.2 to the Bancorp’s Form 8-K dated January 31, 2024).
+Added: Lease Agreement – East Chicago Banking Center (incorporated herein by reference to Exhibit 10.3 to the Bancorp’s Form 8-K dated January 31, 2024).
+Added: Page 120 of 122
+Added: Lease Agreement – Merrillville (Broadway) Banking Center (incorporated herein by reference to Exhibit 10.4 to the Bancorp’s Form 8-K dated January 31, 2024).
+Added: Lease Agreement – Schererville Banking Center (incorporated herein by reference to Exhibit 10.5 to the Bancorp’s Form 8-K dated January 31, 2024).
+Added: Lease Agreement – Orland Park (Ravinia) Banking Center (incorporated herein by reference to Exhibit 10.6 to the Bancorp’s Form 8-K dated January 31, 2024).
Subsidiaries of the Bancorp.
−Removed: FORVIS, LLP –
−Removed: Consent of Independent Registered Public Accounting Firm.
+Added: FORVIS, LLP – Consent of Independent Registered Public Accounting Firm.
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
1 unchanged sentence
Section 1350 Certifications.
−Removed: The following materials from the Bancorp’s Form 10-K for the fiscal year ended December 31, 2022, formatted in an Inline XBRL Interactive Data File:
+Added: Compensation Recovery Policy (2023) FINWARD BANCORP
+Added: The following materials from the Bancorp’s Form 10-K for the fiscal year ended December 31, 2023, formatted in an XBRL Interactive Data File:
(i) Consolidated Balance Sheets;
1 unchanged sentence
(iii) Consolidated Statements of Comprehensive Income;
−Removed: (iv) Consolidated Statements of Changes in Stockholders’
+Added: (iv) Consolidated Statements of Changes in Stockholders’ Equity;
(v) Consolidated Statements of Cash Flows;
5 unchanged sentences
Form 10-K Summary
+Added: Page 121 of 122
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: By /s/Benjamin J.
President and
5 unchanged sentences
President and
−Removed: Chief Executive Officer
+Added: Chief Executive Officer, Director
Principal Financial Officer and
Principal Accounting Officer:
−Removed: Executive Vice President,
+Added: /s/Benjamin L.
+Added: Senior Vice President,
Chief Financial Officer and Treasurer
The Board of Directors:
−Removed: Executive Chairman of the Board
−Removed: /s/Robert Youman
−Removed: Director 
−Removed: Robert Youman
/s/Joel Gorelick
−Removed: Director 
+Added: Chairman of the Board
Joel Gorelick
−Removed: /s/Kenneth V.
−Removed: Krupinski 
+Added: /s/Robert Youman
+Added: Robert Youman
/s/Anthony M.
1 unchanged sentence
Danette Garza
−Removed: Johnson III  
−Removed: Director 
+Added: /s/Kenneth V.
+Added: Page 122 of 122
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.