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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-28 · 31 added, 35 removed, 108 unchanged (38% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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.

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.

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.

The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’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, 2024.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2024, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company 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 Company’s management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2024, that have materially affected or are reasonably likely to affect, the Company’s internal control over financial reporting.

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.

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.

The management of the Company 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.

The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

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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).

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.

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.

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.

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As of December 31, 2024, management assessed the effectiveness of the Company’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).

Based on this evaluation, management has determined that the Company’s internal control over financial reporting was effective as of December 31, 2024, based on the criteria specified.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to Securities and Exchange Commission rules that permit the Company to provide only management's report in this annual report.

Other Information

There are no items reportable under this item.

During the three months ended December 31, 2024, no director or officer (as defined in Rule 16a - 1 (f) under the Exchange Act) of the Company adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement," as each term is defined in Item 408 (a) of Regulation S-K.

There are no other items reportable under this item.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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Directors, Executive Officers and Corporate Governance

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.

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.

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," “Corporate Governance – Insider Trading Policy,” and “Corporate Governance - Code of Ethics” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting of Shareholders is incorporated herein by reference.

Information regarding the Company’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.

Executive Compensation

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.

The information contained under the section captioned “Executive Compensation" in the Company’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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.

The information contained within the Company’s definitive Proxy Statement for the 2025 Annual Meeting of Shareholders, under the section captioned “Security Ownership by Certain Beneficial Owners and Management,” and the table providing information on the Company’s director nominees and continuing directors in the section captioned “Proposal 1 - Election of Directors,” is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2023 with respect to the Bancorp’s existing equity compensation plans.

The following table provides certain information as of December 31, 2024 with respect to the Company’s existing equity compensation plans.

Number of securities to

11 unchanged sentences

plans (excluding

securities reflected in

securitites reflected in

Plan Category

1 unchanged sentence

Certain Relationships and Related Transactions, and Director Independence

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.

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 2024” under the section captioned “Executive Compensation,” in the Company’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders, is incorporated herein by reference.

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 2024 Annual Meeting of Shareholders, is incorporated herein by reference.

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The information contained under the section captioned "Independent Registered Public Accounting Firm’s Services and Fees" in the Company’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders, is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(1) Financial Statements :

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:

(a) (1) Financial Statements :

The following consolidated financial statements of the Company and the reports of the Company’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

7 unchanged sentences

Not Applicable.

(3) Exhibits :

Agreement and Plan of Merger by and among Finward Bancorp and Royal Financial, Inc.

9 unchanged sentences

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).

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Form of Agreement for Restricted Stock under the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan.

17 unchanged sentences

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).

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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).

1 unchanged sentence

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).

Finward Bancorp Insider Trading Policy

Subsidiaries of the Bancorp.

FORVIS, LLP – Consent of Independent Registered Public Accounting Firm.

Forvis Mazars, 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.

Compensation Recovery Policy (2023) FINWARD BANCORP

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:

Compensation Recovery Policy (2023) FINWARD BANCORP (incorporated herein by reference to Exhibit 97 to the Company’s Form 10-K filed on March 28, 2024).

The following materials from the Company’s Form 10-K for the fiscal year ended December 31, 2024, formatted in an XBRL Interactive Data File:

(i) Consolidated Balance Sheets;

5 unchanged sentences

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.

The Bancorp will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

@ – The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K.

The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

* - The indicated exhibit is a management contract, compensatory plan or arrangement required to be filed by Item 601 of Regulation S-K.

Form 10-K Summary

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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.

12 unchanged sentences

/s/Benjamin L.

Senior Vice President,

Executive Vice President,

Chief Financial Officer and Treasurer

8 unchanged sentences

Danette Garza

/s/Kenneth V.

Page 122 of 122

/s/Carolyn M.

/s/Jennifer R.

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.

What changed 10-K

Item 9A. Controls and Procedures