First Internet Bancorp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant☑

Filed by a Party other than the Registrant☐

Check the appropriate box:

First Internet Bancorp

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

March 28, 2024

DEAR FELLOW SHAREHOLDER,

It is my pleasure to invite you to attend the 2024 Annual Meeting of Shareholders of First Internet Bancorp on Monday, May 20, 2024 at 1:00 p.m. Eastern Time, which will be hosted virtually via the Internet at www.virtualshareholdermeeting.com/INBK2024. At the meeting, you will be able to vote your shares electronically on the business items listed in the notice of the meeting and submit your questions.

We are again furnishing our proxy materials to our shareholders primarily over the Internet. We believe that this e-proxy process expedites shareholders’ receipt of proxy materials, helps keep our costs low and reduces the environmental impact of our annual meeting. On or about March 28, 2024, a Notice of Internet Availability of Proxy Materials will be mailed to our shareholders containing instructions on how to access our proxy statement, annual report and any related materials and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can elect to receive a paper copy of the proxy statement, annual report and any related materials.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOUR VOTE IS IMPORTANT. PLEASE VOTE PROMPTLY.

You may vote your shares via a toll-free telephone number or over the Internet. If you receive a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding available methods of voting are contained in the Notice of Internet Availability of Proxy Materials, the proxy statement and the proxy card. If you attend the meeting, you may vote electronically, provided that you comply with the requirements summarized in the proxy statement.

Sincerely,

DAVID B. BECKER

Chairman and Chief Executive Officer

8701 E. 116th Street, Fishers, Indiana 46038 • (317) 532-7900

NOTICE OFANNUAL MEETING OF SHAREHOLDERS

To Be Held May 20, 2024

The 2024 Annual Meeting of Shareholders of First Internet Bancorp will be held virtually via the Internet at www.virtualshareholdermeeting.com/INBK2024, at 1:00 p.m. Eastern Time on Monday, May 20, 2024, for the following purposes:

Only shareholders of record as of the close of business on March 22, 2024 are entitled to notice of and to vote at the annual meeting or any adjournments thereof. In the event there are not sufficient votes for approval of one or more of the above matters at the time of the annual meeting, the annual meeting may be adjourned in order to permit further solicitation of proxies.

Your vote is important, regardless of the number of shares you own. If you do not attend the meeting to vote electronically, your vote will not be counted unless a proxy representing your shares is voted at the meeting. To ensure that your shares will be voted at the meeting, please vote in one of these ways:

By order of the Board of Directors,

/s/ Nicole S. Lorch

President, Chief Operating Officer and Corporate Secretary

Fishers, Indiana

March 28, 2024

TABLE OFCONTENTS

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements included in this proxy statement, including in the section entitled “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Business Highlights”, regarding future financial performance, results of operations, expectations, plans, strategies, goals, priorities and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based upon current beliefs, expectations and assumptions and are subject to significant risks, uncertainties and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks, uncertainties and changes in circumstances that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. Readers of this proxy statement are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

8701 E. 116th Street, Fishers, Indiana 46038 • (317) 532-7900

PROXY STATEMENT

FOR 2024 Annual Meeting of Shareholders

to be held at 1:00 p.m. Eastern Time on Monday, May 20, 2024

This proxy statement and the accompanying form of proxy are being furnished to the holders of common stock of First Internet Bancorp (the “Company,” “we,” “our,” or “us”) in connection with the solicitation of proxies by the Board of Directors (the “Board”) for the 2024 Annual Meeting of Shareholders to be held virtually via the Internet at 1:00 p.m. Eastern Time on Monday, May 20, 2024, and at any adjournments thereof. This proxy statement and the accompanying form of proxy, or a Notice of Internet Availability of Proxy Materials, are being mailed to our shareholders on or about March 28, 2024.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held May 20, 2024

Copies of the notice of annual meeting of shareholders, this proxy statement and the 2023 annual report are each available at www.firstinternetbancorp.com.