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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-31 · 65 added, 49 removed, 90 unchanged (56% 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 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.

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) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended, as of December 31, 2025.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025, 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.

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generally accepted accounting principles.

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).

As of December 31, 2025, 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.

Based on this evaluation, management has determined that the Company’s internal control over financial reporting was effective as of December 31, 2025, 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.

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

During the three months ended December 31, 2025, 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.

On March 25, 2026, the Bancorp and the Bank entered into an amended and restated employment agreement with Benjamin J.

Bochnowski, the President and Chief Executive Officer of the Bancorp and the Chief Executive Officer of the Bank.

The agreement became effective upon signing and amended and restated his prior employment agreement, as amended, in its entirety.

Under his amended and restated employment agreement, Mr.

Bochnowski will receive a base salary, will be eligible for an annual cash incentive award, as well as annual grants of equity-based incentives, where all incentive compensation is subject to the discretion of the Board of Directors.

The agreement also provides that, if Mr.

Bochnowski is discharged without “cause” or he resigns for “good reason” (each as defined in the agreement), or in the event of his death, in each case other than during the two-year period after a change of control of the Bancorp or the Bank, then the Bank will pay Mr.

Bochnowski, or his heirs or estate as the case may be, the following benefits:

(i) any accrued unused vacation, expense reimbursements, and other cash entitlements due to him as of the date of termination (the “Accrued Obligations”);

(ii) a lump sum amount equal to two times his then-current base salary;

(iii) group health plan continuation coverage under COBRA;

(iv) payment of any pro-rata annual performance bonus for the year of termination based on actual achievement of established performance metrics;

and (v) the cost of outplacement services.

Bochnowski is discharged without cause or he resigns for good reason during the two-year period after a change of control of the Bancorp or the Bank, then the Bank will pay Mr.

Bochnowski the following benefits:

(i) the Accrued Obligations;

(ii) a lump sum amount equal to two and one-half times his “base compensation” (which is defined as the sum of (x) the greater of his then-current base salary or his base salary as of immediately prior to the change of control, plus (y) the greater of his target annual bonus for the year including the date of termination or his target annual bonus for the year including the day immediately preceding the effective date of the change of control);

(iii) group health plan continuation coverage under COBRA;

and (iv) the cost of outplacement services.

In addition, the agreement provides that, in the event that the payments or benefits provided in connection with a change of control constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the excise tax imposed by Section 4999, then Mr.

Bochnowski’s payments shall be either (a) delivered in full, or (b) delivered as to such lesser extent as would result in no portion of such payments being subject to the excise tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the excise tax, results in the receipt by Mr.

Bochnowski on an after-tax basis of the greatest amount of payments, notwithstanding that all or some portion of such payments may be taxable under Section 4999.

Also, the amended and restated agreement provides for post-employment noncompetition restrictions that extend for a period of twelve months, and nonsolicitation restrictions that extend for a period of eighteen months, following any termination of employment.

The foregoing description of the amended and restated employment agreement is a summary and is qualified in its entirety by reference to the terms of the agreement, which is attached to this Annual Report on Form 10-K as Exhibit 10.14 and incorporated by reference herein.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

8 unchanged sentences

Equity Compensation Plan Information

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

be issued upon exercise

of outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securitites reflected in

Plan Category

The following table provides certain information as of December 31, 2025 with respect to the Company’s existing

equity compensation plans.

Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)

Plan Category (a) (b) (c)

Equity compensation plans approved by security holders - $ - 276,094

Total - $ - 276,094

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 2025” under the section captioned “Executive Compensation,” in the Company’s definitive Proxy Statement for its 2026 Annual Meeting of Shareholders, is incorporated herein by reference.

Principal Accountant Fees and Services (FORVIS, LLP PCAOB 686 , Indianapolis, IN)

Principal Accountant Fees and Services ( Forvis Mazars, LLP PCAOB 686 , Indianapolis, IN )

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 2026 Annual Meeting of Shareholders, is incorporated herein by reference.

1 unchanged sentence

(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 60

8 unchanged sentences

(3) Exhibits :

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:

Number Description

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

11 unchanged sentences

(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.

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.

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.

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.

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).

10.7* Finward Bancorp 2025 Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 8-K dated May 29, 2025).

10.8* Form of Incentive Stock Option Award Agreement under Finward Bancorp 2025 Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Bancorp’s Form 8-K dated May 29, 2025).

10.9* Form of Non-Qualified Stock Option Award Agreement under Finward Bancorp 2025 Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the Bancorp’s Form 8-K dated May 29, 2025).

10.10* Form of Restricted Stock Award Agreement under Finward Bancorp 2025 Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Bancorp’s Form 8-K dated May 29, 2025).

10.11* Form of Restricted Stock Units Award Agreement under Finward Bancorp 2025 Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Bancorp’s Form 8-K dated May 29, 2025).

10.12* Form of Performance Shares Award Agreement under Finward Bancorp 2025 Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 of the Bancorp’s Form 8-K dated May 29, 2025).

10.13* Form of Stock Appreciation Rights Award Agreement under Finward Bancorp 2025 Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 of the Bancorp’s Form 8-K dated May 29, 2025).

10.14* Amended and Restated Employment Agreement between Finward Bancorp, Peoples Bank, and Benjamin J.

Bochnowski, dated March 25, 2026.

10.15* 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).

3 unchanged sentences

10.18* 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).

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).

10.19* Amended Post 2004 Peoples Bank, A State Savings Bank Unqualified Deferred Compensation Plan (Approved July 28, 2023).

10.20 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).

6 unchanged sentences

21 Subsidiaries of the Bancorp.

Forvis Mazars, LLP – Consent of Independent Registered Public Accounting Firm.

23.1 For vis Mazars , LLP – Consent of Independent Registered Public Accounting Firm.

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

2 unchanged sentences

97 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:

101 The following materials from the Bancorp’s Form 10-K for the fiscal year ended December 31, 2025, formatted in an XBRL Interactive Data File:

(i) Consolidated Balance Sheets;

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104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).

@ – 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

1 unchanged sentence

FINWARD BANCORP

By /s/Benjamin J.

President and

Chief Executive Officer

By /s/Benjamin Bochnowski

Benjamin Bochnowski

March 25, 2026

President and Chief Executive Officer

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 25, 2026:

Signature Title

Principal Executive Officer:

/s/Benjamin J.

President and

Chief Executive Officer, Director

/s/Benjamin Bochnowski President and Chief Executive Officer, Director

Benjamin Bochnowski

Principal Financial Officer and

1 unchanged sentence

/s/Benjamin L.

Executive Vice President,

Chief Financial Officer and Treasurer

Schmitt Executive Vice President, Chief Financial Officer and Treasurer

The Board of Directors:

/s/Joel Gorelick

Chairman of the Board

/s/Joel Gorelick Chairman of the Board

Joel Gorelick

/s/Robert Youman

/s/Robert Youman Director

Robert Youman

/s/Anthony M.

/s/Danette Garza

Puntillo Director

/s/Jennifer R.

Evans Director

/s/Danette Garza Director

Danette Garza

Johnson III Director

Alwin Director

Martin P Alwin

/s/Carolyn M.

/s/Jennifer R.

Burke 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.

What changed 10-K

Item 9A. Controls and Procedures