Finward Bancorp 10-Q

Item 5. Other Information On May 12, 2026, the Bancorp and the Bank entered into an amended and restated employment agreement with Todd M. Scheub, Executive Vice President and Chief Revenue Officer of the Bancorp and the President 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. Scheub 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. Scheub 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 (or three months prior to) a change of control of the Bancorp or the Bank, then the Bank will pay Mr. Scheub, 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 one and one-half 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. If Mr. Scheub is discharged without cause or he resigns for good reason during the two-year period after (or three months prior to) a change of control of the Bancorp or the Bank, then the Bank will pay Mr. Scheub the following benefits: (i) the Accrued Obligations; (ii) a lump sum amount equal to two 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. Scheub’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. Scheub 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 Quarterly Report on Form 10-Q as Exhibit 10.1 and incorporated by reference herein. 57 Item 6. Exhibits Exhibit Number Description 10.1 Amended and Restated Employee Agreement between Finward Bancorp, Peoples Bank, and Todd M. Scheub, dated May 12, 2026. 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 Company’s Form 10-Q for the quarterly period ended March 31, 2026, formatted in an XBRL Interactive Data File: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity; (iv) Condensed Consolidated Statement of Comprehensive Income; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements, with detailed tagging of notes and financial statement schedules. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 58 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 13, 2026 /s/ Benjamin J. Bochnowski Benjamin J. Bochnowski President and Chief Executive Officer Date: May 13, 2026 /s/ Benjamin L. Schmitt Benjamin L. Schmitt Executive Vice President, Chief Financial Officer and Treasurer 59