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Finward Bancorp

For the period ended May 22, 2025. Filed Apr 1, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2025 · Filed Apr 1, 2025

FNWD$43.74+0.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

S

CHEDULE

14A

I

NFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ____)

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

Finward 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):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

14a-6(i)(1)

and

0-11

9204 Columbia Avenue

Munster, Indiana 46321

(219)836-4400

Notice of Annual Meeting of Shareholders

To Be Held on May 22, 2025

To the Shareholders of Finward Bancorp:

We cordially invite you to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Finward Bancorp, an Indiana corporation (the “Bancorp”), to be held on Thursday, May 22, 2025, commencing at 9:00 a.m., Central Daylight Time. The Annual Meeting will be held completely as a virtual meeting of shareholders instead of an in person meeting. You may attend the meeting online, submit questions, and vote your shares electronically during the meeting via the internet at www.virtualshareholdermeeting.com/FNWD2025. To enter the Annual Meeting, you will need the 16-digit control number that is printed in the box marked by the arrow on the accompanying proxy card. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.

The Annual Meeting will be held for the following purposes:

1.Election of Directors. Election of four directors of the Bancorp to serve three-year terms expiring in 2028;
2.Approval of 2025 Omnibus Equity Incentive Plan. Approval and ratification of the Finward Bancorp 2025 Omnibus Equity Incentive Plan;
3.Ratification of Auditors. Ratification of the appointment of Forvis Mazars, LLP as independent registered public accountants for the Bancorp for the year ending December 31, 2025;
4.Advisory Vote on Compensation. A non-binding advisory vote regarding the executive compensation of the Bancorp’s named executive officers disclosed in this proxy statement, commonly referred to as a “Say on Pay” proposal; and
5.Other Business. Other matters as may properly come before the meeting or at any adjournment.

You can vote online at the meeting or any adjournment of the meeting if you are a shareholder of record at the close of business on March 21, 2025.

We urge you to read the enclosed proxy statement carefully so you will have information about the business to come before the Annual Meeting or any adjournment. Please sign, date, and return the accompanying proxy promptly in the postage-paid envelope furnished for that purpose, or follow the related internet or telephone voting instructions. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee.

A copy of our Annual Report for the fiscal year ended December 31, 2024, is enclosed. The Annual Report is not a part of the proxy soliciting material enclosed with this letter.

By Order of the Board of Directors

David J. Kwait

Senior Vice President, Chief Risk Officer, General Counsel and Secretary

Munster, Indiana

April 1, 2025

It is important that you return your proxy promptly. Therefore, whether or not you plan to attend the Annual Meeting online, please sign, date and complete the enclosed proxy and return it in the enclosed envelope, which requires no postage if mailed in the United States, or follow the related internet or telephone voting instructions.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 22, 2025

The Notice of Annual Meeting of Shareholders, the Proxy Statement,

Annual Report, and 2024 Form 10-K are available at www.proxyvote.com

TABLE OF CONTENTS

Page
ITEMS OF BUSINESS1
VOTING INFORMATION1
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT3
PROPOSAL 1 – ELECTION OF DIRECTORS5
Board Diversity7
Nominees for Class I Directors – Term Expiring at the Annual Meeting of Shareholders in 20288
Class II Directors – Term Expiring at the Annual Meeting of Shareholders in 20269
Class III Directors – Term Expiring at the Annual Meeting of Shareholders in 202710
Recommendation of the Board of Directors10
CORPORATE GOVERNANCE11
Director Independence11
Leadership Structure of the Board of Directors11
Meetings of the Board of Directors12
Board Committees12
Risk Oversight14
Communications with Directors14
Insider Trading Policy14
Employee, Officer, and Director Hedging14
Compensation Recovery Policy15
Code of Ethics15
Stock Ownership Guidelines15
EXECUTIVE COMPENSATION17
Summary Compensation Table for 202417
2015 Stock Option and Incentive Plan18
2024 Executive Annual Incentive Plan19
Employees’ Savings and Profit Sharing Plan20
Group Medical and Insurance Coverage21
BOLI Insurance21
Unqualified Deferred Compensation Plan22
Outstanding Equity Awards at Fiscal 2024 Year-End22
Potential Payments Upon Termination or Change in Control23
Employment Agreements23
Pay Versus Performance27
Compensation of Directors for 202428
Post 2004 Unfunded Deferred Compensation Plan for the Directors of Peoples Bank29
TRANSACTIONS WITH RELATED PERSONS30
AUDIT COMMITTEE REPORT30
PROPOSAL 2 – APPROVAL OF FINWARD BANCORP 2025 OMNIBUS EQUITY INCENTIVE PLAN31
Reasons Why You Should Vote in Favor of the Approval of the 2025 Omnibus Plan31
Summary of the 2025 Omnibus Plan32
Federal Income Tax Consequences37
New Plan Benefits38
Required Shareholder Approval38
Recommendation of the Board of Directors38

i

Page
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM38
Required Shareholder Approval39
Recommendation of the Board of Directors39
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S SERVICES AND FEES39
Audit Fees39
Audit Related Fees39
Tax Fees39
All Other Fees39
Preapproval Policy39
PROPOSAL 4 – ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS40
Background40
Required Shareholder Approval43
Recommendation of the Board of Directors43
DELINQUENT SECTION 16 REPORTS43
SHAREHOLDER PROPOSALS43
HOUSEHOLDING44
OTHER MATTERS44
Appendix A – Finward Bancorp 2025 Omnibus Equity Incentive PlanA-1

ii

9204 Columbia Avenue

Munster, Indiana 46321

(219)836-4400

Proxy Statement

For the Annual Meeting of Shareholders

To Be Held on May 22, 2025

The Board of Directors of Finward Bancorp, an Indiana corporation (the “Bancorp”), is soliciting proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held completely virtually at 9:00 a.m., Central Daylight Time, on May 22, 2025, and at any adjournment of the meeting. You may attend the meeting online, submit questions, and vote your shares electronically during the meeting via the internet at www.virtualshareholdermeeting.com/FNWD2025. The Bancorp’s principal asset consists of 100% of the issued and outstanding shares of common stock of Peoples Bank (the “Bank”). We expect to first mail this proxy statement and the form of proxy to our shareholders on or about April 9, 2025.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.