Form 8-K

8-K — FIRST FINANCIAL BANCORP /OH/

Accession: 0001104659-26-085424

Filed: 2026-07-21

Period: 2026-07-21

CIK: 0000708955

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2620858d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2620858d1_ex2-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2620858d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2620858d1_ex99-2.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2026

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its

charter)

Ohio

001-34762

31-1042001

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

255 East Fifth Street, Suite 900, Cincinnati, Ohio

45202

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (877) 322-9530

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

x Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading symbol

Name of exchange on which registered

Common stock, No par value

FFBC

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

Overview

On July 21, 2026, First Financial Bancorp., an Ohio corporation (the

“Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Finward Bancorp, an Indiana

corporation (“Seller” or “Finward”). The Merger Agreement provides that, upon the terms and subject to the conditions

set forth therein, Seller would merge with and into the Company (the “Merger”), with the Company continuing as the surviving

corporation in the Merger. Seller’s wholly owned banking subsidiary, Peoples Bank, an Indiana state-chartered bank (“Seller

Bank”), is expected to merge with and into the Company’s wholly-owned banking subsidiary, First Financial Bank, an Ohio state-chartered

bank (“First Financial Bank”) (the “Bank Merger”), with First Financial Bank continuing as the surviving bank

in the Bank Merger.

The Merger Agreement has been unanimously approved by the boards of

directors of the Company and Seller. The Merger is expected to close in the fourth quarter of 2026, subject to satisfaction of customary

closing conditions, certain of which are described below, including regulatory approvals and approval of Seller’s shareholders.

Merger Consideration

Upon

the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”),

each share of common stock, no par value, of Seller, issued and outstanding immediately prior to the Effective Time, will be

converted into the right to receive 1.35 shares of common stock, no par value, of the Company (the “Company Common Stock”).

Representations and Warranties;

Covenants; Indemnification

The

Merger Agreement contains customary representations and warranties from the Company and Seller, and each party has agreed to customary

covenants, including, among others, relating to (a) the conduct of its business during the interim period between the execution of

the Merger Agreement and the Effective Time, (b) maintenance of its business organization, employees and advantageous business relationships

and (c) taking no actions that would reasonably be expected to materially adversely affect or materially delay or impair the ability

to obtain any necessary regulatory or other approvals required to consummate the Merger on a timely basis. Seller has also agreed to call

a meeting of its shareholders to approve the Merger.

Under

the Merger Agreement, each of the Company and Seller has agreed to use its reasonable best efforts to obtain, as promptly as practicable,

all consents required to be obtained from any governmental authority or other third party that are necessary or advisable to consummate

the transactions contemplated by the Merger Agreement (including the Merger and the Bank Merger). Notwithstanding such general obligation

to obtain such consents of governmental authorities, neither the Company nor Seller is required or permitted to take any action that would

reasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving

effect to the Merger and the Bank Merger (a “Materially Burdensome Regulatory Condition”).

The Company has agreed to indemnify and hold harmless each present

and former director of Seller and its subsidiaries, including Seller Bank, for liabilities resulting from such person’s role as

a director or officer of Seller and its subsidiaries, including Seller Bank. The Company will maintain directors’ and officers’

liability insurance for such directors and officers for a period of six years after the Effective Time; provided that the Company shall

not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by

Seller for such insurance.

Closing Conditions

The completion of the Merger is subject

to customary conditions, including (a) approval of the Merger by Seller’s shareholders,

(b) authorization for listing on the NASDAQ Stock Market LLC of the shares of the Company Common Stock to be issued in connection

with the Merger, subject to official notice of issuance, (c) effectiveness of the Registration Statement on Form S-4 for the

Company Common Stock to be issued in the Merger, (d) the receipt of specified governmental consents and approvals that are necessary

to consummate the transactions contemplated by the Merger Agreement, including from the Board of Governors of the Federal Reserve System

and the Ohio Department of Commerce, Division of Financial Institutions, and termination or expiration of all applicable waiting periods

in respect thereof, in each case without the imposition of a Materially Burdensome Regulatory Condition and (e) the absence of any

order, injunction, decree or other legal restraint preventing the consummation of the Merger or the Bank Merger or making the completion

of the Merger or the Bank Merger illegal. Each party’s obligation to complete the Merger is also subject to certain additional customary

conditions, including (x) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (y) performance

in all material respects by the other party of its obligations under the Merger Agreement and (z) receipt by such party of an opinion

from counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal

Revenue Code of 1986, as amended.

Termination;

Termination Fee

The Merger Agreement is terminable at any time prior to closing by

mutual consent of the Company and Seller and in the following limited circumstances: (a) by either the Company or Seller, if the Merger

is not consummated within one year from the date of the Merger Agreement, (b) by either the Company or Seller if any court or governmental

authority takes any final and nonappealable action enjoining, prohibiting or making illegal any of the transactions contemplated by the

Merger Agreement, (c) by either the Company or Seller if any governmental authority required to approve the transactions contemplated

by the Merger Agreement has denied such approval and such denial has become final and nonappealable, (d) by the Company if there is an

uncured (within 45 days of written notice) material breach by Seller that would result in the failure of a closing condition; provided,

that the Company is not in material breach of any representation, warranty, obligation, covenant or other agreement under the Merger Agreement,

(e) by Seller if there is an uncured (within 45 days of written notice) material breach by the Company that would result in the failure

of a closing condition; provided, that Seller is not in material breach of any representation, warranty, obligation, covenant or other

agreement under the Merger Agreement, (f) by the Company, before approval of the Merger by Seller’s

shareholders, if Seller or Seller’s board of directors (i) (A) withholds, withdraws, qualifies or modifies in a manner adverse

to Company the recommendation that the Merger be approved, (B) fails to make the recommendation in Seller’s proxy statement, (C)

adopts, approves, recommends or endorses an acquisition proposal (or publicly announces its intention to do so) or (D) fails to publicly

and without qualification (1) recommend against any acquisition proposal or (2) reaffirm its recommendation to approve the Merger, in

each case within ten business days (or fewer number of days if less than ten business days prior to the shareholder vote) after an acquisition

proposal is made public or any request by the Company to do so, (ii) materially breaches its obligations to seek shareholder approval

or (iii) materially violates the restrictions in the Merger Agreement forbidding certain acquisition proposals or (g) by Seller, before

approval of the Merger by Seller’s shareholders, in order to enter into a definitive agreement providing a bona fide written proposal

with respect to (i) any acquisition or purchase, direct or indirect, of 50% or more of the consolidated assets of Seller and Seller subsidiaries

or 50% or more of any class of equity or voting securities of Seller or Seller’s subsidiaries, whose assets constitute 50% or more

of the consolidated assets of Seller, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would

result in such third party beneficially owning 50% or more of any class of equity or voting securities of Seller or Seller’s subsidiaries

whose assets, individually or in the aggregate, constitute 50% or more of the consolidated assets of Seller or (iii) a merger, consolidation,

share exchange, business combination reorganization, recapitalization, liquidation, dissolution or other similar transaction involving

Seller or Seller’s subsidiaries whose assets, individually or in the aggregate, constitute 50% or more of the consolidated assets

of Seller, that Seller’s board of directors has determined, in good faith (after consultation with its outside counsel and outside

financial advisors), is more favorable from a financial point of view to Seller’s shareholders than the Merger and the other transactions

contemplated by the Merger Agreement; provided, that Seller has complied in all material respects with certain provisions of the Merger

Agreement.

The

Merger Agreement provides that a termination fee of $9.0 million will be payable by Seller to the Company following termination of the

Merger Agreement under certain circumstances.

Important Statements Regarding

the Merger Agreement

The

foregoing description of the Merger Agreement and the transactions contemplated therein does not purport to be complete and is qualified

in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form

8-K and incorporated herein by reference.

The

representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and

were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting

parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between Seller and

the Company instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting

parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state

of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition,

such representations and warranties (a) will not survive consummation of the Merger and (b) were made only as of the date of the Merger

Agreement or such other dates as are specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations

and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the

parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information

regarding the terms of the Merger Agreement and not to provide investors with any factual information regarding Seller or the Company,

their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read

in conjunction with the other information regarding Seller, the Company, their respective affiliates or their respective businesses, the

Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that

will include a proxy statement of Seller and a prospectus of the Company, as well as in the Forms 10-K, Forms 10-Q and other filings that

each of Seller and the Company makes with the Securities and Exchange Commission (the “SEC”).

Item 2.02 Results

of Operation and Financial Condition.

July 21, 2026, the Company issued its earnings press release that included its results of operations and financial condition for the first

six months and second quarter of 2026 (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1.

The

Company also provided electronic presentation slides that will be used in connection with the earnings conference call. A copy of

the electronic presentation slides is attached hereto as Exhibit 99.2 and will be available on the Company's website, www.bankatfirst.com.

Item 7.01 Regulation

FD Disclosure.

July 21, 2026, the Company issued its Press Release which included an announcement of the execution of the Merger Agreement. Additionally,

the investor presentation attached as Exhibit 99.2 incudes supplemental information regarding the Merger, and the executive officers of

the Company intend to use the materials filed herewith, in whole or in part, in one or more meetings with investors and analysts.

The Company does not intend for Item 2.02, Item 7.01, Exhibit 99.1

or Exhibit 99.2 to be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated

by reference into its filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference

in such filing.

Item 9.01 Financial Statements and

Exhibits.

(d) Exhibits

Exhibit

No.

Description

2.1*

Agreement and Plan of Merger by and between First Financial Bancorp. and Finward Bancorp, dated as of July 21, 2026

99.1

First Financial Bancorp. Press Release announcing earnings and execution of the Merger Agreement dated July 21, 2026

99.2

Investor Presentation Materials, dated July 21, 2026

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

*Schedules to the Merger

Agreement have been omitted. A copy of any omitted schedule will be furnished supplementally to the SEC upon its request.

Cautionary Note Regarding

Forward-Looking Statements

Certain statements in this current report constitute “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,

as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated

thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited

to, (a) statements regarding the Company’s operations, such as (i) our future operating or financial performance, including revenues,

income or loss and earnings per share, (ii) future common stock dividends, (iii) our capital structure, including future capital levels,

(iv) our plans, objectives and strategies, and (v) the assumptions that underlie our forward-looking statements; and (b) statements regarding

the proposed transaction, such as (i) statements regarding the outlook and expectations of the Company and Finward, respectively, with

respect to the proposed transaction, (ii) the strategic benefits and financial benefits of the proposed transaction, including the expected

impact of the proposed transactions on the combined company’s future financial performance (including anticipated accretion to earnings

per share, the tangible book value earn-back period and other operating and return metrics), (iii) the timing of the closing of the proposed

transaction, and (iv) the ability to successfully integrate the combined businesses. Such statements are often characterized by the use

of qualifying words (and their derivatives) such as “may,” “will,” “anticipate,” “could,”

“should,” “would,” “believe,” “contemplate,” “expect,” “estimate,”

“continue,” “plan,” “project” and “intend,” as well as words of similar meaning or other

statements concerning opinions or judgment of the Company or Finward or their respective management about future events. Forward-looking

statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult

to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from

anticipated results expressed or implied by such forward-looking statements. Any reference to forward-looking statements by Finward herein

is solely related to the proposed transaction. Such risks, uncertainties and assumptions include, among others, the following:

Risks, uncertainties and assumptions regarding the Company’s

operations

· economic, market, liquidity, credit, interest rate, operational

and technological risks associated with the Company’s business;

· future credit quality and performance, including our expectations

regarding future loan losses and our allowance for credit losses;

· the effect of and changes in policies and laws or regulatory agencies, including the Dodd-Frank Wall Street Reform and Consumer Protection

Act and other legislation and regulation relating to the banking industry;

· management’s ability to effectively execute its business

plans;

· pursuit of mergers and acquisitions, including costs or difficulties

related to the acquisition and/or integration of any acquired companies;

· the possibility that any of the anticipated benefits of the

Company’s prior or contemplated acquisitions will not be realized or will not be realized within the expected time period;

· the effect of changes in accounting policies and practices;

· changes in consumer spending, borrowing and saving and changes

in unemployment;

· changes in customers’ performance and creditworthiness;

· the costs and effects of litigation and of unexpected or adverse

outcomes in such litigation;

· current and future economic and market conditions, including

the effects of changes in housing prices, fluctuations in unemployment rates, U.S. fiscal debt, budget and tax matters, geopolitical

matters, trade and tariff policies, and any slowdown in global economic growth;

· our capital and liquidity requirements (including under regulatory

capital standards, such as the Basel III capital standards) and our ability to generate capital internally or raise capital on favorable

terms;

· financial services reform and other current, pending or future

legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation

and regulation relating to bank products and services;

· the effect of the current interest rate environment or changes

in interest rates or in the level or composition of our assets or liabilities on our net interest income, net interest margin and our

mortgage originations, mortgage servicing rights and mortgage loans held for sale;

· the effect of a fall in stock market prices on our brokerage,

asset and wealth management businesses;

· a failure in or breach of our operational or security systems

or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber attacks;

· the effect of changes in the level of checking or savings account

deposits on our funding costs and net interest margin; and

· our ability to develop and execute effective business plans

and strategies.

Risks, uncertainties and assumptions regarding the proposed transaction

· the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate

the merger agreement;

· the failure to obtain necessary regulatory approvals (and the

risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected

benefits of the proposed transaction) and the possibility that the proposed transaction does not close when expected or at all because

required regulatory approvals, the approval by Finward’s shareholders, or other approvals and the other conditions to closing are

not received or satisfied on a timely basis or at all;

· the outcome of any legal proceedings that may be instituted

against the Company or Finward;

· the possibility that the anticipated benefits of the proposed

transaction, including anticipated synergies and strategic gains, are not realized when expected or at all, including as a result of

changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and

regulations and their enforcement, and the degree of competition in the geographic and business areas in which the Company and Finward

operate;

· the possibility that the integration of the two companies

may be more difficult, time-consuming or costly than expected;

· the impact of purchase accounting with respect to the proposed

transaction, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value

and credit marks;

· the possibility that the proposed transaction may be more

expensive or take longer to complete than anticipated, including as a result of unexpected factors or events;

· the diversion of management’s attention from ongoing

business operations and opportunities;

· potential adverse reactions of the Company’s or Finward’s

customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed

transaction;

· a material adverse change in the financial condition of the

Company or Finward;

· changes in the Company’s share price before closing;

· risks relating to the potential dilutive effect of shares

of the Company’s common stock to be issued in the proposed transaction;

· general competitive, economic, political and market conditions;

· the ability to retain key employees, management personnel

and other associates of the Company and Finward following announcement or consummation of the proposed transaction;

· major catastrophes such as earthquakes, floods or other natural

or human disasters, including infectious disease outbreaks; and

· other factors that may affect future results of the Company

or Finward, including, among others, changes in asset quality and credit risk; the inability to sustain revenue and earnings growth;

changes in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent

and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board, the Ohio Division

of Financial Institutions, the Indiana Department of Financial Institutions, and any other state or federal legislative and regulatory

actions and reforms.

These factors are not necessarily all of the factors that could cause

the Company, Finward, or the combined company’s actual results, performance or achievements to differ materially from those expressed

in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm the

results of the Company, Finward, or the combined company.

Although each of the Company and Finward believes that its expectations

with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business

and operations, there can be no assurance that actual results of the Company or Finward (as related to the proposed transaction) will

not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that

could cause results to differ materially from those described above can be found in each of the Company’s and Finward’s most

recent annual report on Form 10-K for the fiscal year ended December 31, 2025, quarterly reports on Form 10-Q, and other documents subsequently

filed by the Company and Finward with the Securities Exchange Commission (“SEC”). The actual results anticipated for the proposed

transaction or the Company’s operations may not be realized or, even if substantially realized, they may not have the expected consequences

to or effects on the Company, Finward or each of their respective businesses or operations. Investors are cautioned not to rely too heavily

on any such forward-looking statements. The Company and Finward urge you to consider all of these risks, uncertainties and other factors

carefully in evaluating all such forward-looking statements made by the Company and Finward. Forward-looking statements speak only as

of the date they are made, and the Company and Finward undertake no obligation to update or clarify these forward-looking statements,

whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

No Offer or Solicitation

This current report does

not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval with

respect to the proposed transaction between the Company and Finward. No offer of securities shall be made except by means of a prospectus

meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of such jurisdiction.

Important Additional

Information about the Transaction and Where to Find It

In connection with the

proposed transaction, the Company intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”)

to register the shares of the Company common stock to be issued in connection with the proposed transaction. The Registration Statement

will include a proxy statement of Finward and a prospectus of the Company (the “Proxy Statement/Prospectus”), and the Company

and Finward may file with the SEC other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT

DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED

TRANSACTION IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS

OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FINWARD AND THE PROPOSED TRANSACTION

AND RELATED MATTERS.

A copy of the Registration

Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company and Finward, may be obtained,

free of charge, at the SEC’s website (www.sec.gov) when they are filed. Copies of documents filed with the SEC by the Company will

be made available free of charge in the “Investor Relations” section of the Company’s website, https://www.bankatfirst.com/about/investor-relations.html.

Copies of documents filed with the SEC by Finward will be made available free of charge in the “Investor Relations” section

of Finward’s website, https://investorrelations.ibankpeoples.com/. The information on the Company’s and Finward’s

websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with

the SEC.

Participants in Solicitation

Seller

and its directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect

of the Merger. Information concerning Seller’s participants is set forth in the Proxy Statement, dated April 3, 2026, for Seller’s

2026 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the participants in the solicitation

of proxies in respect of the proposed transaction and interests of participants of Seller in the solicitation of proxies in respect of

the Merger will be included in the Registration Statement and Proxy Statement/Prospectus to be filed with the SEC. Free copies of these

documents, when available, may be obtained as described in the preceding paragraph.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST FINANCIAL BANCORP.

By:

/s/ James M. Anderson

James M. Anderson

Executive Vice President and Chief Financial Officer

Date: July 21, 2026

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2620858d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

by and between

FIRST FINANCIAL BANCORP.

and

FINWARD BANCORP

Dated as of July 21, 2026

TABLE

OF CONTENTS

Article I

THE MERGER

1.1

The Merger

1.2

Closing

1.3

Effective Time

1.4

Effects of the Merger

1.5

Conversion of Seller Common Stock

1.6

Buyer Stock

1.7

Articles of Incorporation of Surviving Corporation

1.8

Bylaws of Surviving Corporation

1.9

Treatment of Seller Equity Awards.

1.10

Directors and Officers of the Surviving Corporation

1.11

Tax Consequences

1.12

Bank Merger

Article II

EXCHANGE OF SHARES

2.1

Buyer to Make Merger Consideration Available

2.2

Exchange of Shares

Article III

REPRESENTATIONS AND WARRANTIES OF SELLER

3.1

Corporate Organization

3.2

Capitalization

3.3

Authority; No Violation

3.4

Consents and Approvals

3.5

Reports

3.6

Financial Statements

3.7

Broker’s Fees

3.8

Absence of Certain Changes or Events

3.9

Legal Proceedings

3.10

Taxes and Tax Returns

3.11

Employee Benefit Plans

3.12

Employees

3.13

Compliance with Applicable Law

3.14

Certain Contracts

3.15

Agreements with Regulatory Agencies

3.16

Risk Management Instruments

3.17

Environmental Matters

3.18

Investment Securities and Commodities.

3.19

Real Property

3.20

Intellectual Property

-i-

3.21

Related Party Transactions

3.22

State Takeover Laws

3.23

Reorganization

3.24

Opinion

3.25

Seller Information

3.26

Loan Portfolio

3.27

Insurance

3.28

Information Security

3.29

Subordinated Indebtedness

Article IV

REPRESENTATIONS AND WARRANTIES OF BUYER

4.1

Corporate Organization

4.2

Capitalization

4.3

Authority; No Violation

4.4

Consents and Approvals

4.5

Reports

4.6

Financial Statements

4.7

Broker’s Fees

4.8

Absence of Certain Changes or Events

4.9

Legal Proceedings

4.10

Taxes and Tax Returns

4.11

Employee Benefit Plans

4.12

Employees

4.13

Compliance with Applicable Law

4.14

Agreements with Regulatory Agencies

4.15

Risk Management Instruments

4.16

Investment Securities and Commodities.

4.17

Related Party Transactions

4.18

State Takeover Laws

4.19

Reorganization

4.20

Buyer Information

4.21

Information Security

Article V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1

Conduct of Businesses Prior to the Effective Time

5.2

Seller Forbearances

5.3

Buyer Forbearances

Article VI

ADDITIONAL AGREEMENTS

6.1

Regulatory Matters

6.2

Access to Information; Confidentiality

6.3

Shareholder Approval

6.4

Legal Conditions to Merger

6.5

Stock Exchange Listing

-ii-

6.6

Employee Matters

6.7

Indemnification; Directors’ and Officers’

Insurance

6.8

Additional Agreements

6.9

Advice of Changes

6.10

Shareholder Litigation

6.11

Acquisition Proposals

6.12

Public Announcements

6.13

Change of Method

6.14

Restructuring Efforts

6.15

Takeover Statutes

6.16

Exemption from Liability under Section 16(b)

6.17

Certain Tax Matters.

6.18

Dividends

Article VII

CONDITIONS PRECEDENT

7.1

Conditions to Each Party’s Obligation to Effect

the Merger

7.2

Conditions to Obligations of Buyer

7.3

Conditions to Obligations of Seller

Article VIII

TERMINATION AND AMENDMENT

8.1

Termination

8.2

Effect of Termination

Article IX

GENERAL PROVISIONS

9.1

Nonsurvival of Representations, Warranties and Agreements

9.2

Amendment

9.3

Extension; Waiver

9.4

Expenses

9.5

Notices

9.6

Interpretation

9.7

Counterparts

9.8

Entire Agreement

9.9

Governing Law; Jurisdiction

9.10

Waiver of Jury Trial

9.11

Assignment; Third-Party Beneficiaries

9.12

Specific Performance

9.13

Severability

9.14

Confidential Supervisory Information

9.15

Delivery by Electronic Transmission

9.16

No Other Representations or Warranties

Exhibit A – Form of Bank Merger Agreement

-iii-

INDEX

OF DEFINED TERMS

Defined Term

Page

Acquisition Proposal

Adjusted Tangible Shareholders’ Equity

affiliate

Bank Merger

Bank Merger Act

Bank Merger Agreement

Bank Merger Certificates

BHC Act

Borrower

Borrowing Affiliate

business day

Buyer

Buyer Articles

Buyer Bank

Buyer Benefit Plans

Buyer Common Stock

Buyer Disclosure Schedule

Buyer Equity Awards

Buyer Options

Buyer Preferred Stock

Buyer Qualified Plans

Buyer Regulations

Buyer Regulatory Agreement

Buyer Reports

Buyer Restricted Stock Awards

Buyer Stock Plans

Buyer Subsidiary

Buyer 401(k) Plan

Certificates of Merger

Chosen Courts

Closing

Closing Conditions Satisfaction Date

Closing Date

Confidentiality Agreement

Continuing Employees

Continuation Period

Code

Effective Time

Enforceability Exceptions

Environmental Laws

ERISA

ERISA Affiliate

Exchange Act

Exchange Agent

-iv-

Exchange Fund

Exchange Ratio

FDIC

Federal Reserve Board

GAAP

GDPR

GLBA

Governmental Entity

IBCL

IDFI

Indiana Secretary

Intellectual Property

IRS

knowledge

Leased Real Property

Liens

Loans

made available

Material Adverse Effect

Materially Burdensome Regulatory Condition

Measuring Date

Merger

Merger Consideration

Multiemployer Plan

Multiple Employee Plan

NASDAQ

New Plans

New Shares

ODFI

Ohio Secretary

Old Share

ORC

Owned Real Property

Personal Data

Premium Cap

Proxy Statement

person

Recommendation Change

Real Property

Real Property Deeds

Real Property Instruments

Regulatory Agencies

Representatives

Requisite Regulatory Approvals

Requisite Seller Vote

Sarbanes-Oxley Act

-v-

SEC

Securities Act

Seller

Seller Articles

Seller Bank

Seller Benefit Plans

Seller Board Recommendation

Seller Bylaws

Seller Common Stock

Seller Contract

Seller Disclosure Schedule

Seller Equity Awards

Seller Equity Award Schedule

Seller Indemnified Parties

Seller IT Systems

Seller Meeting

Seller Performance Stock Unit Award

Seller Preferred Stock

Seller Qualified Plans

Seller Regulatory Agreement

Seller Reports

Seller Restricted Stock Award

Seller Restricted Stock Unit Award

Seller Section 16 Individuals

Seller Security Breach

Seller Stock Plans

Seller Subsidiaries

Seller 401(k) Plan

Significant Subsidiaries

SRO

Stephens

Subsidiary

Superior Proposal

Surviving Corporation

S-4

Takeover Statute

Tax

Tax Return

Termination Date

Termination Fee Amount

-vi-

AGREEMENT

AND PLAN OF MERGER

AGREEMENT

AND PLAN OF MERGER, dated as of July 21, 2026 (this “Agreement”), by and between First Financial

Bancorp., an Ohio corporation (“Buyer”), and Finward Bancorp, an Indiana corporation (“Seller”).

W I T

N E S S E T H:

WHEREAS, the Boards of Directors

of Buyer and Seller have determined that it is in the best interests of their respective companies and their shareholders, as applicable,

to consummate the strategic business combination transaction provided for herein, pursuant to which Seller will, subject to the terms

and conditions set forth herein, merge with and into Buyer (the “Merger”), so that Buyer is the surviving corporation

(hereinafter sometimes referred to in such capacity as the “Surviving Corporation”) in the Merger;

WHEREAS, in furtherance thereof,

the respective Boards of Directors of Buyer and Seller have approved the Merger and this Agreement, and authorized its execution, and

delivery;

WHEREAS, for federal income

tax purposes, it is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of

the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is intended to be and is adopted as

a plan of reorganization for purposes of Sections 354 and 361 of the Code; and

WHEREAS, the parties desire

to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to

the Merger.

NOW, THEREFORE, in consideration

of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties

agree as follows:

Article I

THE MERGER

1.1            The

Merger. Subject to the terms and conditions of this Agreement, in accordance with the Ohio Revised Code (the “ORC”)

and the Indiana Business Corporation Law (the “IBCL”), at the Effective Time, Seller shall merge with and into Buyer.

Buyer shall be the Surviving Corporation in the Merger and shall continue its corporate existence under the laws of the State of Ohio.

Upon consummation of the Merger, the separate corporate existence of Seller shall terminate.

1.2            Closing.

Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) will take place by

electronic exchange of documents at 9:00 a.m. Eastern Time, on the first business day of the month immediately following the month

during which the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII

hereof (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver

thereof) occurs (the date the last of the conditions set forth in Article VII hereof have been so satisfied or waived, the

“Closing Conditions Satisfaction Date”), unless another date, time or place is agreed to in writing by the parties.

Notwithstanding the foregoing, in the event the Closing Conditions Satisfaction Date is less than five (5) business days prior to

the first business day of the month immediately following the month in which the Closing Conditions Satisfaction Date occurs, then Buyer

may elect, in its sole discretion, to extend the Closing, and the Closing shall take place on the first business day of the month that

is the second month following the month in which the Closing Conditions Satisfaction Date occurs. The date on which the Closing actually

occurs is hereinafter referred to as the “Closing Date”.

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1.3            Effective

Time. The Merger shall become effective as set forth in the Certificate of Merger to be filed with the Secretary of State of the

State of Ohio (the “Ohio Secretary”) and the Articles of Merger to be filed with the Secretary of State of the State

of Indiana (the “Indiana Secretary”) respectively, on the Closing Date (together, the “Certificates of Merger”).

The term “Effective Time” shall be the date and time when the Merger becomes effective, as set forth in the Certificates

of Merger.

1.4            Effects

of the Merger. At and after the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the ORC

and the IBCL.

1.5            Conversion

of Seller Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Seller or the

holder of any of the following securities:

(a)            Subject

to Section 2.2(e), each share of the common stock, no par value per share, of Seller (the “Seller Common Stock”)

issued and outstanding immediately prior to the Effective Time, except for shares of Seller Common Stock owned by Seller or Buyer (in

each case other than shares of Seller Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise

held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Seller

or Buyer in respect of debts previously contracted), shall be converted into the right to receive 1.35 shares (the “Exchange

Ratio” and such shares, the “Merger Consideration”) of the common stock, no par value per share, of Buyer

(the “Buyer Common Stock”); it being understood that upon the Effective Time, pursuant to Section 1.6,

the Buyer Common Stock, including the shares issued to former holders of Seller Common Stock, shall be the common stock of the Surviving

Corporation.

(b)            All

of the shares of Seller Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I

shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate

(each, an “Old Share,” it being understood that any reference herein to an “Old Share” shall be deemed

to include reference to book-entry account statements relating to the ownership of shares of Seller Common Stock) previously representing

any such shares of Seller Common Stock shall thereafter represent only the right to receive (i) a New Share representing the number

of whole shares of Buyer Common Stock which such shares of Seller Common Stock have been converted into the right to receive, (ii) cash

in lieu of fractional shares which the shares of Seller Common Stock represented by such Old Share have been converted into the right

to receive pursuant to this Section 1.5 and Section 2.2(e), without any interest thereon, and (iii) any

dividends or other distributions which the holder thereof has the right to receive pursuant to Section 2.2, without any interest

thereon. If, prior to the Effective Time, the outstanding shares of Buyer Common Stock or Seller Common Stock shall have been increased,

decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization,

reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any

extraordinary dividend or distribution (other than as contemplated in this Agreement), an appropriate and proportionate adjustment shall

be made to the Exchange Ratio to give Buyer and the holders of Seller Common Stock the same economic effect as contemplated by this Agreement

prior to such event; provided, that nothing contained in this sentence shall be construed to permit Seller or Buyer to take any

action with respect to its securities or otherwise that is prohibited by the terms of this Agreement.

- 2 -

anything in this Agreement to the contrary, at the Effective Time, all shares of Seller Common Stock that are owned by Seller or Buyer

(in each case other than shares of Seller Common Stock (i) held in trust accounts, managed accounts, mutual funds and the like,

or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly,

by Seller or Buyer in respect of debts previously contracted) shall be cancelled and shall cease to exist and no Buyer Common Stock or

other consideration shall be delivered in exchange therefor.

1.6            Buyer

Stock. At and after the Effective Time, each share of Buyer Common Stock issued and outstanding immediately prior to the Effective

Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

1.7            Articles

of Incorporation of Surviving Corporation. At the Effective Time, the Amended and Restated Articles of Incorporation of Buyer (as

amended, the “Buyer Articles”) shall be the Articles of Incorporation of the Surviving Corporation until thereafter

amended in accordance with applicable law.

1.8            Bylaws

of Surviving Corporation. At the Effective Time, the Amended and Restated Regulations of Buyer (the “Buyer Regulations”)

shall be the Regulations of the Surviving Corporation until thereafter amended in accordance with applicable law.

1.9           Treatment

of Seller Equity Awards.

(a)            Except

as otherwise agreed between Buyer and Seller, at the Effective Time, each award in respect of shares of Seller Common Stock subject to

vesting, repurchase or other lapse restriction granted or assumed under a Seller Stock Plan that is not subject to a performance-based

vesting condition (a “Seller Restricted Stock Award”) that is outstanding, unvested and unsettled immediately prior

to the Effective Time shall become immediately and fully vested, and be converted into the right to receive shares of Buyer Common Stock

equal to the product of (i) the number of shares of Seller Common Stock subject to such Seller Restricted Stock Award immediately

prior to the Effective Time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded to the nearest whole share

of Buyer Common Stock.

- 3 -

(b)            Except

as otherwise agreed between Buyer and Seller and subject to the terms of any relevant award agreement, at the Effective Time, each performance-based

restricted stock unit award in respect of shares of Seller Common Stock granted or assumed under a Seller Stock Plan that is outstanding,

unvested and unsettled immediately prior to the Effective Time (a “Seller Performance Stock Unit Award”) shall (i) pursuant

to the terms of such Seller Performance Stock Unit Award, and to the extent provided for under such terms, be converted to a restricted

stock unit award in respect of Seller Common Stock, a (“Seller Restricted Stock Unit Award”) as of the Effective Time,

(ii) such Seller Restricted Stock Unit Award shall be immediately and fully vested as of the Effective Time and (iii) such

Seller Restricted Stock Unit Award shall further be converted into the right to receive the number of shares of Buyer Common Stock equal

to the product of (x) the number of shares of Seller Common Stock subject to such Seller Restricted Stock Unit Award immediately

prior to the Effective Time, multiplied by (y) the Exchange Ratio, with any fractional shares rounded to the nearest whole share

of Buyer Common Stock.

following the Effective Time, Buyer shall file a post-effective amendment to the S-4 or an effective registration statement on Form S-8

with respect to the Buyer Common Stock subject to the applicable adjusted Seller Equity Awards, as required.

(d)            At

or prior to the Effective Time, Seller shall take any actions, and shall cause the Board of Directors of Seller or the Seller Compensation

Committee, as applicable, to adopt any resolutions and take any actions, that are necessary to effectuate the treatment of the Seller

Equity Awards consistent with the provisions of this Section 1.9. Seller shall take all actions necessary to ensure

that from and after the Effective Time neither Buyer nor the Surviving Corporation will be required to deliver shares of Seller Common

Stock or other capital stock of Seller to any person pursuant to or in settlement of Seller Equity Awards.

(e)            For

purposes of this Agreement, the following terms shall have the following meanings:

(i)            “Seller

Equity Awards” means the Seller Restricted Stock Awards and the Seller Performance Stock Unit Awards.

(ii)           “Seller

Stock Plans” means the Amended and Restated Finward Bancorp 2015 Stock Option and Incentive Plan and the Finward Bancorp 2025

Omnibus Equity Incentive Plan.

1.10         Directors

and Officers of the Surviving Corporation. At the Effective Time:

(a)            The

directors of the Surviving Corporation shall be the directors of Buyer immediately prior to the Effective Time, each of whom shall serve

as the directors of the Surviving Corporation until their respective successors have been duly elected and qualified, or until their

earlier death, resignation or removal from office.

(b)            The

executive officers of the Surviving Corporation shall be the executive officers of Buyer immediately prior to the Effective Time, each

of whom shall serve until their respective successors are duly appointed and qualified or their earlier death, resignation or removal

in accordance with the Articles of Incorporation and Regulations of the Surviving Corporation.

- 4 -

1.11         Tax

Consequences. It is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of

the Code, and that this Agreement is intended to be and is adopted as a plan of reorganization for the purposes of Sections 354

and 361 of the Code.

1.12         Bank

Merger. Buyer and Seller intend that, following the Merger, Peoples Bank, an Indiana state-chartered bank and a wholly-owned Subsidiary

of Seller (“Seller Bank”), will merge (the “Bank Merger”) with and into First Financial Bank, an

Ohio state-chartered bank and a wholly-owned Subsidiary of Buyer (“Buyer Bank”), pursuant to an agreement and plan

of merger in substantially the form set forth in Exhibit A (the “Bank Merger Agreement”). Buyer Bank shall

be the surviving entity in the Bank Merger and, following the Bank Merger, the separate corporate existence of Seller Bank shall cease.

As soon as practicable after the date of this Agreement, or on such later date as Buyer and Seller may mutually agree, Buyer and Seller

shall each cause the Board of Directors of Buyer Bank and Seller Bank, respectively, to approve the Bank Merger and the Bank Merger Agreement.

Buyer and Seller shall then cause Buyer Bank and Seller Bank, respectively, to enter into the Bank Merger Agreement, and each of Buyer

and Seller shall approve the Bank Merger Agreement and the Bank Merger as the sole shareholder of Buyer Bank and Seller Bank, respectively,

and Buyer and Seller shall, and shall cause Buyer Bank and Seller Bank, respectively, to execute certificates or articles of merger and

such other documents and certificates as are necessary to make the Bank Merger effective (“Bank Merger Certificates”).

The Bank Merger shall become effective at such time and date as specified in the Bank Merger Agreement in accordance with applicable

law, as determined by Buyer.

Article II

EXCHANGE OF SHARES

2.1           Buyer

to Make Merger Consideration Available. At or prior to the business day immediately preceding the Effective Time, Buyer shall deposit,

or shall cause to be deposited, with an exchange agent designated by Buyer and mutually acceptable to Seller (the “Exchange

Agent”), for the benefit of the holders of Old Shares, for exchange in accordance with this Article II, (a) evidence

of shares in book-entry form (collectively, referred to herein as “New Shares”), representing the shares of Buyer

Common Stock to be issued to holders of Seller Common Stock, and (b) cash in lieu of any fractional shares (such cash and New Shares

for shares of Buyer Common Stock, together with any dividends or other distributions with respect thereto, being hereinafter referred

to as the “Exchange Fund”), to be issued pursuant to Section 1.5 and paid pursuant to Section 2.2(a).

- 5 -

2.2           Exchange

of Shares.

(a)           Buyer

and Seller shall instruct the Exchange Agent to mail, as promptly as practicable after the Effective Time, but in no event later than

five (5) business days thereafter, to each holder of record of one or more Old Shares representing shares of Seller Common Stock

immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration

pursuant to Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and

title to the Old Shares shall pass, only upon proper delivery of the Old Shares to the Exchange Agent) and instructions for use in effecting

the surrender of the Old Shares in exchange for New Shares representing the number of whole shares of Buyer Common Stock and any cash

in lieu of fractional shares, which the shares of Seller Common Stock represented by such Old Share or Old Shares shall have been converted

into the right to receive pursuant to this Agreement as well as any dividends or other distributions to be paid pursuant to Section 2.2(b).

Upon proper surrender of an Old Share or Old Shares for exchange and cancellation to the Exchange Agent, together with such properly

completed letter of transmittal, duly executed, the holder of such Old Share or Old Shares shall be entitled to receive in exchange therefor,

as applicable, (i) New Shares representing that number of whole shares of Buyer Common Stock to which such holder of Seller Common

Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of

(A) any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Share or Old Shares surrendered

pursuant to the provisions of this Article II and (B) any dividends or other distributions which the holder thereof

has the right to receive pursuant to Section 2.2(b), and the Old Share or Old Shares so surrendered shall forthwith be cancelled.

No interest will be paid or accrued on any cash in lieu of fractional shares or dividends or other distributions payable to holders of

Old Shares. Until surrendered as contemplated by this Section 2.2, each Old Share shall be deemed at any time after the Effective

Time to represent only the right to receive, upon surrender, the number of whole shares of Buyer Common Stock which the shares of Seller

Common Stock represented by such Old Share have been converted into the right to receive and any cash in lieu of fractional shares or

in respect of dividends or other distributions as contemplated by this Section 2.2.

(b)            No

dividends or other distributions declared with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Old Share

until the holder thereof shall surrender such Old Share in accordance with this Article II. After the surrender of an Old

Share in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other

distributions, without any interest thereon, which theretofore had become payable with respect to the whole shares of Buyer Common Stock

which the shares of Seller Common Stock represented by such Old Share have been converted into the right to receive.

any New Share representing shares of Buyer Common Stock is to be issued in a name other than that in which the Old Share or Old Shares

surrendered in exchange therefor is or are registered, it shall be a condition of the issuance thereof that the Old Share or Old Shares

so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for

transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes

required by reason of the issuance of a New Share representing shares of Buyer Common Stock in any name other than that of the registered

holder of the Old Share or Old Shares surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange

Agent that such Tax has been paid or is not payable.

(d)            After

the Effective Time, there shall be no transfers on the stock transfer books of Seller of the shares of Seller Common Stock that were

issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Shares representing such shares are

presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for New Shares representing shares of Buyer Common

Stock as provided in this Article II.

- 6 -

(e)            Notwithstanding

anything to the contrary contained herein, no New Shares or scrip representing fractional shares of Buyer Common Stock shall be issued

upon the surrender for exchange of Old Shares, no dividend or other distribution with respect to Buyer Common Stock shall be payable

on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any

other rights of a shareholder of Buyer. In lieu of the issuance of any such fractional share, Buyer shall pay to each former holder of

Seller Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent)

determined by multiplying (i) the average of the closing-sale prices of Buyer Common Stock on The NASDAQ Stock Market LLC (“NASDAQ”)

as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding

the Closing Date by (ii) the fraction of a share (after taking into account all shares of Seller Common Stock held by such holder

immediately prior to the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Buyer Common Stock which

such holder would otherwise be entitled to receive pursuant to Section 1.5. The parties acknowledge that payment of such

cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration, but merely represents a mechanical

rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares.

(f)            Any

portion of the Exchange Fund that remains unclaimed by the holders of Seller Common Stock for twelve (12) months after the Effective

Time shall be paid to the Surviving Corporation. Any former holders of Seller Common Stock who have not theretofore complied with this

Article II shall thereafter look only to the Surviving Corporation for payment of the shares of Buyer Common Stock and cash

in lieu of any fractional shares, and any unpaid dividends and other distributions on the Buyer Common Stock deliverable in respect of

each former share of Seller Common Stock that such shareholder holds as determined pursuant to this Agreement, in each case, without

any interest thereon. Notwithstanding the foregoing, none of Buyer, Seller, the Surviving Corporation, the Exchange Agent or any other

person shall be liable to any former holder of shares of Seller Common Stock for any amount delivered in good faith to a public official

pursuant to applicable abandoned property, escheat or similar laws.

(g)            Buyer

shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any cash in lieu of fractional shares

of Buyer Common Stock, any dividends or other distributions payable pursuant to this Section 2.2 or any other consideration

otherwise payable pursuant to this Agreement to any holder of Seller Common Stock or Seller Equity Award such amounts as it is required

to deduct and withhold with respect to the making of such payment under the Code or any provision of Tax law. To the extent that amounts

are so withheld by Buyer or the Exchange Agent, as the case may be, and paid over to the appropriate Governmental Entity, the withheld

amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Seller Common Stock or Seller Equity

Award in respect of which the deduction and withholding was made by Buyer or the Exchange Agent, as the case may be.

(h)            In

the event any Old Share shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming

the applicable certificate to be lost, stolen or destroyed and, if required by Buyer or the Exchange Agent, the posting by such person

of a bond in such amount as Buyer or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may

be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate

the shares of Buyer Common Stock and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement.

- 7 -

Article III

REPRESENTATIONS AND WARRANTIES OF SELLER

Except (a) as disclosed

in the disclosure schedule delivered by Seller to Buyer concurrently herewith (the “Seller Disclosure Schedule”);

provided, that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence

would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item

in the Seller Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by Seller that

such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to result in

a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article III shall be deemed

to qualify (A) any other section of this Article III specifically referenced or cross-referenced and (B) other

sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific

cross-reference) from a reading of the disclosure that such disclosure applies to such other sections or (b) as disclosed in any

Seller Reports filed by Seller after January 1, 2025 and prior to the date hereof (but disregarding risk factor disclosures contained

under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer

or any other statements that are similarly nonspecific or cautionary, predictive or forward-looking in nature), and assuming each party’s

compliance with its obligations set forth in Section 1.12, Seller hereby represents and warrants to Buyer as follows:

3.1           Corporate

Organization.

(a)            Seller

is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Indiana and is a bank holding

company duly registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) that has elected to

be treated as a financial holding company under the BHC Act. Seller has the corporate power and authority to own or lease all of its

properties and assets and to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business

and in good standing in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties

and assets owned or leased by it makes such licensing, qualification or standing necessary, except where the failure to be so licensed

or qualified or to be in good standing would not, either individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect on Seller. As used in this Agreement, “Material Adverse Effect” means, with respect to Buyer, Seller

or the Surviving Corporation, as the case may be, any effect, change, event, circumstance, condition, occurrence or development that,

either individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business,

properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries taken as a whole (provided,

that, with respect to this clause (i), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after

the date hereof, in U.S. generally accepted accounting principles (“GAAP”) or applicable regulatory accounting requirements,

(B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in

which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Entities, (C) changes, after

the date hereof, in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in economic

or market (including equity, credit and debt markets, as well as changes in interest rates) conditions affecting the financial services

industry generally and not specifically relating to such party or its Subsidiaries, (D) changes, after the date hereof, resulting

from hurricanes, earthquakes, tornados, floods or other natural disasters or from any outbreak of any disease or other public health

event, (E) public disclosure of the execution of this Agreement, public disclosure, implementation or consummation of the transactions

contemplated hereby (including any effect on a party’s relationships with its customers or employees) or actions expressly permitted

or required by this Agreement or that are taken with the prior written consent of the other party in contemplation of the transactions

contemplated hereby (it being understood that this clause (E) shall not apply to a breach of any representation or warranty intended

to address the announcement, pendency, implementation or consummation of the transactions contemplated hereby), (F) a decline in

the trading price of a party’s common stock or the failure, in and of itself, to meet earnings projections or internal financial

forecasts (it being understood that the underlying causes of such decline or failure may be taken into account in determining whether

a Material Adverse Effect has occurred, except to the extent otherwise excepted by this proviso) or (G) the expenses incurred by

Seller or Buyer in negotiating, documenting, effecting and consummating the transactions contemplated by this Agreement; except, with

respect to subclauses (A), (B), (C) or (D) to the extent that the effects of such change are materially disproportionately

adverse to the business, properties, assets, liabilities, results of operations or financial condition of such party and its Subsidiaries,

taken as a whole, as compared to other companies in the industry in which such party and its Subsidiaries operate) or (ii) the ability

of such party to timely consummate the transactions contemplated hereby. As used in this Agreement, “Subsidiary,”

when used with respect to any person, means any subsidiary of such person within the meaning ascribed to such term in either Rule 1-02

of Regulation S-X promulgated by the SEC under the Exchange Act or the BHC Act; and “Significant Subsidiaries” shall

have the meaning ascribed to it in Rule 1-02 of Regulation S-X promulgated by the SEC under the Exchange Act. True and complete

copies of the Restated Articles of Seller (as amended, the “Seller Articles”) and the Amended and Restated By-Laws

of Seller (the “Seller Bylaws”), as in effect as of the date of this Agreement, have previously been made available

by Seller to Buyer.

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(b)            Each

Subsidiary of Seller (the “Seller Subsidiaries”) (i) is duly organized and validly existing under the laws of

its jurisdiction of organization, (ii) is duly qualified to do business and, where such concept is recognized under applicable law,

in good standing in all jurisdictions (whether federal, state, local or foreign) where its ownership or leasing of property or the conduct

of its business requires it to be so qualified and in which the failure to be so qualified would reasonably be expected to have a Material

Adverse Effect on Seller and (iii) has all requisite corporate power and authority to own or lease its properties and assets and

to carry on its business as now conducted. There are no restrictions on the ability of any Subsidiary of Seller to pay dividends or other

distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or other distributions generally

applicable to all such regulated entities. The deposit accounts of each Subsidiary of Seller that is an insured depository institution

are insured by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund to the fullest

extent permitted by law and applicable regulations, all premiums and assessments required to be paid in connection therewith have been

paid when due, and no proceedings for the termination of such insurance are pending or threatened. Section 3.1(b) of

the Seller Disclosure Schedule sets forth a true and complete list of all Subsidiaries of Seller as of the date hereof.

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3.2           Capitalization.

(a)           As

of the date of this Agreement, the authorized capital stock of Seller consists of 10,000,000 shares of Seller Common Stock and 10,000,000

shares of preferred stock, no par value per share (“Seller Preferred Stock”). As of June 30, 2026, there were

(i) 4,333,002 shares of Seller Common Stock outstanding, which includes 2,976 shares of Seller Common Stock granted in respect of

outstanding Seller Director Restricted Stock Awards, 39,064 shares of Seller Common Stock granted in respect of outstanding Seller Employee

Restricted Stock Awards and 16,021 shares of Seller Common Stock reserved for issuance upon the settlement of outstanding Seller Performance

Stock Unit Awards (assuming performance goals applicable to Seller Performance Stock Unit Awards are satisfied at the maximum level)

(ii) no shares of Seller Common Stock held in treasury, (iii) 250,889 shares of Seller Common Stock reserved for issuance pursuant

to future grants under a Seller Stock Plan, (iv) no shares of Seller Preferred Stock outstanding and (v) no shares of Seller

Preferred Stock held in treasury. As of the date of this Agreement, except as set forth in the immediately preceding sentence, there

are no other shares of capital stock or other equity or voting securities of Seller issued, reserved for issuance or outstanding. All

of the issued and outstanding shares of Seller Common Stock have been duly authorized and validly issued and are fully paid, nonassessable

and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or

other indebtedness that have the right to vote on any matters on which shareholders of Seller may vote. No trust preferred or subordinated

debt securities of Seller are issued or outstanding. Other than Seller Equity Awards issued prior to the date of this Agreement as described

in this Section 3.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, stock units, warrants,

stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal

or similar rights, puts, calls, commitments or agreements of any character relating to, or securities or rights convertible or exchangeable

into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting securities of or ownership interest

in Seller, or contracts, commitments, understandings or arrangements by which Seller may become bound to issue additional shares of its

capital stock or other equity or voting securities of or ownership interests in Seller, or that otherwise obligate Seller to issue, transfer,

sell, purchase, redeem or otherwise acquire, any of the foregoing. There are no voting trusts, shareholder agreements, proxies or other

agreements in effect to which Seller is a party or is bound with respect to the voting or transfer of Seller Common Stock or other equity

interests of Seller.

(b)           Section 3.2(b) of

the Seller Disclosure Schedule sets forth, as of July 21, 2026, a correct and complete listing of all Seller Equity Awards,

including the number of Seller Common Stock subject to each Seller Equity Award, the holder, type of award, grant date, vesting schedule

and exercise price (if applicable) (the “Seller Equity Award Schedule”). Seller shall provide Buyer with an updated

Seller Equity Award Schedule no later than five (5) business days prior to the Effective Time.

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owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of

Seller Subsidiaries, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever (“Liens”),

and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except,

with respect to bank Subsidiaries, as provided under any provision of applicable state law comparable to 12 U.S.C. § 55) and

free of preemptive rights, with no personal liability attaching to the ownership thereof. No Seller Subsidiary has or is bound by any

outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance

of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or

otherwise receive any shares of capital stock or any other equity security of such Subsidiary.

3.3           Authority;

No Violation.

(a)           Seller

has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described

below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions

contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of Seller.

The Board of Directors of Seller has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best

interests of Seller and its shareholders and has directed that the Merger and the other transactions contemplated by this Agreement be

submitted to Seller’s shareholders for approval at a meeting of such shareholders and has adopted a resolution to the foregoing

effect. Except for (i) the approval of the Merger and the other transactions contemplated by this Agreement by the affirmative vote

of the holders of a majority of the outstanding shares of Seller Common Stock entitled to vote on the Merger and the other transactions

contemplated by this Agreement (the “Requisite Seller Vote”) and (ii) the adoption and approval of the Bank Merger

Agreement by the Board of Directors of Seller Bank and Seller as Seller Bank’s sole shareholder, no other corporate proceedings

on the part of Seller are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has

been duly and validly executed and delivered by Seller and (assuming due authorization, execution and delivery by Buyer) constitutes

a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms (except in all cases as such enforceability

may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and

the availability of equitable remedies (the “Enforceability Exceptions”)).

(b)           Neither

the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated hereby, including

the Bank Merger, nor compliance by Seller with any of the terms or provisions hereof, will (i) violate any provision of the Seller

Articles or the Seller Bylaws or (ii) assuming that the consents and approvals referred to in Section 3.4 are duly obtained,

(A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Seller or

any Seller Subsidiary or any of their respective properties or assets or (B) violate, conflict with, result in a breach of

any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would

constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance

required by, or result in the creation of any Lien upon any of the respective properties or assets of Seller or any Seller Subsidiary

under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or

other instrument or obligation to which Seller or any Seller Subsidiary is a party, or by which they or any of their respective properties

or assets may be bound, except (in the case of clauses (A) and (B) above) for such violations, conflicts, breaches or defaults

which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Seller.

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3.4           Consents

and Approvals. Except for (a) the filing of any required applications, filings and notices, as applicable, with NASDAQ, (b) the

filing of any required applications, filings and notices, as applicable, with the Board of Governors of the Federal Reserve System (the

“Federal Reserve Board”) under the BHC Act with respect to the Merger, Section 18(c) of the Federal Deposit

Insurance Act (the “Bank Merger Act”) with respect to the Bank Merger and approval of such applications, filings and

notices, (c) the filing of any required applications, filings and notices with the Ohio Department of Commerce, Division of Financial

Institutions (the “ODFI”) and the Indiana Department of Financial Institutions (the “IDFI”) in

connection with the Merger and the Bank Merger, as applicable, and approval of such applications, filings and notices, (d) the filing

of any required applications, filings or notices with any other state banking or insurance authorities listed on Section 3.4

of the Seller Disclosure Schedule or Section 4.4 of the Buyer Disclosure Schedule and approval of such applications,

filings and notices, (e) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement

in definitive form relating to the meeting of Seller’s shareholders to be held in connection with the Merger and the other transactions

contemplated by this Agreement (including any amendments or supplements thereto, the “Proxy Statement”), and of the

registration statement on Form S-4 in which the Proxy Statement will be included as a prospectus, to be filed with the SEC by Buyer

in connection with the Merger and the other transactions contemplated by this Agreement (the “S-4”) and the declaration

of effectiveness of the S-4, (f) the filing of the Certificates of Merger with and/or acceptance for record of the Certificate of

Merger by the Ohio Secretary pursuant to the ORC and the Articles of Merger by the Indiana Secretary pursuant to the IBCL, respectively,

and the filing of the Bank Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the

securities or “Blue Sky” laws of various states in connection with the issuance of the shares of Buyer Common Stock pursuant

to this Agreement and the approval of the listing of such Buyer Common Stock on NASDAQ, no consents or approvals of or filings or registrations

with any court, administrative agency or commission or other governmental authority or instrumentality or SRO (each a “Governmental

Entity”) are necessary in connection with (i) the execution and delivery by Seller of this Agreement or (ii) the

consummation by Seller of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof,

Seller is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation

of the Merger and Bank Merger on a timely basis.

3.5           Reports.

(a)            Seller

and each of Seller Subsidiaries have timely filed (or furnished) all reports, registrations and statements, together with any

amendments required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1,

2024 with (i) any state banking regulatory authority, (ii) the SEC, (iii) the Federal Reserve Board, (iv) the FDIC,

(v) the ODFI and the IDFI, as applicable, (vi) any foreign regulatory authority and (vii) any self-regulatory organization

(an “SRO”) ((i) – (vii), collectively, “Regulatory Agencies”), including, without limitation,

any report, registration or statement required to be filed (or furnished, as applicable) pursuant to the laws, rules or regulations

of the United States, any state, any foreign entity, or any Regulatory Agency, and have paid all fees and assessments due and payable

in connection therewith, except where the failure to file (or furnish, as applicable) such report, registration or statement or to pay

such fees and assessments, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect

on Seller. Subject to Section 9.14, except for normal examinations conducted by a Regulatory Agency in the ordinary course

of business of Seller and Seller Subsidiaries, (i) no Regulatory Agency has initiated or has pending any proceeding or, to the knowledge

of Seller, investigation into the business or operations of Seller or any Seller Subsidiary since January 1, 2024, (ii) there

is no unresolved violation, criticism, or exception by any Regulatory Agency with respect to any report or statement relating to any

examinations or inspections of Seller or any Seller Subsidiary, and (iii) there have been no formal or informal inquiries by, or

disagreements or disputes with, any Regulatory Agency with respect to the business, operations, policies or procedures of Seller or any

of Seller Subsidiary since January 1, 2024; in the case of each of clauses (i) through (iii), which would reasonably be expected

to have, either individually or in the aggregate, a Material Adverse Effect on Seller.

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(b)           An

accurate copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or

furnished by Seller to the SEC since December 31, 2023 pursuant to the Securities Act of 1933, as amended (the “Securities

Act”), or the Exchange Act (the “Seller Reports”) is publicly available. No such Seller Report, as of the

date thereof (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant

meetings, respectively), contained any untrue statement of a material fact or omitted to state any material fact required to be stated

therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading,

except that information filed or furnished as of a later date (but before the date of this Agreement) shall be deemed to modify information

as of an earlier date. As of their respective dates, all Seller Reports filed under the Securities Act and the Exchange Act complied

in all material respects with the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement,

no executive officer of Seller has failed in any respect to make the certifications required of him or her under Section 302 or

906 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). As of the date of this Agreement, there are no outstanding

comments from or unresolved issues raised by the SEC with respect to any of the Seller Reports.

3.6           Financial

Statements.

(a)           The

financial statements of Seller and Seller Subsidiaries included (or incorporated by reference) in the Seller Reports (including

the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Seller and

Seller Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in

shareholders’ equity and consolidated financial position of Seller and Seller Subsidiaries for the respective fiscal periods or

as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature

and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting

requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance

with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto.

The books and records of Seller and Seller Subsidiaries have been, and are being, maintained in all material respects in accordance with

GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Since January 1, 2021, no

independent public accounting firm of Seller has resigned (or informed Seller that it intends to resign) or been dismissed as independent

public accountants of Seller as a result of, or in connection with, any disagreements with Seller on a matter of accounting principles

or practices, financial statement disclosure or auditing scope or procedure.

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(b)            Except

as would not, either individually or in the aggregate, be material to Seller and Seller Subsidiaries, taken as a whole, neither

Seller nor any Seller Subsidiary has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due),

except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Seller included in its Annual

and Quarterly Reports on Form 10-K and Form 10-Q for the fiscal year and quarter ended December 31, 2025 and March 31,

2026, respectively, (including any notes thereto) and for liabilities incurred in the ordinary course of business since December 31,

2025, or in connection with this Agreement and the transactions contemplated hereby.

records, systems, controls, data and information of Seller and Seller Subsidiaries are recorded, stored, maintained and operated

under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive

ownership and direct control of Seller or Seller Subsidiaries or accountants (including all means of access thereto and therefrom), except

for any non-exclusive ownership and non-direct control, including by third-party service providers, that would not reasonably be expected,

either individually or in the aggregate, to have a Material Adverse Effect on Seller. Seller (i) has implemented and maintains disclosure

controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) to ensure that material information relating to Seller, including Seller Subsidiaries, is made known to the chief executive

officer and the chief financial officer of Seller by others within those entities as appropriate to allow timely decisions regarding

required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act,

and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Seller’s outside auditors and the

audit committee of Seller’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation

of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected

to adversely affect Seller’s ability to record, process, summarize and report financial information, and (B) to the knowledge

of Seller, any fraud, whether or not material, that involves management or other employees who have a significant role in Seller’s

internal controls over financial reporting. To the knowledge of Seller, there is no reason to believe that Seller’s outside auditors

and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant

to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due

and for so long as this Agreement continues in existence.

(d)            Since

January 1, 2024, (i) neither Seller nor any of Seller Subsidiaries, nor, to the knowledge of Seller, any director, officer,

auditor, accountant or representative of Seller or any of Seller Subsidiaries, has received or otherwise had or obtained knowledge of

any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures,

methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Seller or any of Seller

Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that

Seller or any of Seller Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing

Seller or any of Seller Subsidiaries, whether or not employed by Seller or any of Seller Subsidiaries, has reported evidence of a material

violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of its officers, directors, employees or

agents to the Board of Directors of Seller or any committee thereof or, to the knowledge of Seller, to any director or officer of Seller.

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3.7           Broker’s

Fees. With the exception of the engagement of Stephens Inc. (“Stephens”), neither Seller nor any Seller Subsidiary

nor any of their respective officers or directors has employed any broker, finder or financial advisor or incurred any liability for

any broker’s fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this

Agreement. Seller has disclosed to Buyer as of the date hereof the aggregate fees provided for in connection with the engagement by Seller

of Stephens related to the Merger and the other transactions contemplated hereby.

3.8           Absence

of Certain Changes or Events.

(a)            Since

December 31, 2025, no event or events have occurred that have had or would reasonably be expected to have, either individually or

in the aggregate, a Material Adverse Effect on Seller.

(b)            Except

in connection with the transactions contemplated by this Agreement, since December 31, 2025 through the date hereof, Seller and

Seller Subsidiaries have carried on their respective businesses in all material respects in the ordinary course.

3.9           Legal

Proceedings.

(a)            Except

as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Seller, neither Seller nor

any of Seller Subsidiaries is a party to any, and there are no pending or, to Seller’s knowledge, threatened, legal, administrative,

arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Seller or any of Seller

Subsidiaries or any of their current or former directors or executive officers or challenging the validity or propriety of the transactions

contemplated by this Agreement.

(b)            There

is no injunction, order, judgment, decree, or regulatory restriction imposed upon Seller, any of Seller Subsidiaries or the assets

of Seller or any of Seller Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Corporation or any of

its affiliates) that would reasonably be expected to be material to Seller and Seller Subsidiaries, taken as a whole.

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3.10         Taxes

and Tax Returns.

(a)            Each

of Seller and Seller Subsidiaries has duly and timely filed (including all applicable extensions) all material Tax Returns in

all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and complete in all

material respects. Neither Seller nor any of Seller Subsidiaries is the beneficiary of any extension of time within which to file any

material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of Seller and Seller

Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of Seller and Seller Subsidiaries

has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee,

creditor, shareholder, independent contractor or other third party. Neither Seller nor any of Seller Subsidiaries has granted any extension

or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax Returns of Seller and

Seller Subsidiaries for all years to and including 2021 have been examined by the Internal Revenue Service (the “IRS”)

or are Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions

or waivers, has expired. Neither Seller nor any of Seller Subsidiaries has received written notice of assessment or a written proposed

assessment in connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits,

examinations or other proceedings regarding any material Tax of Seller and Seller Subsidiaries or the assets of Seller and Seller Subsidiaries.

There are no private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed

in the last six (6) years. Neither Seller nor any of Seller Subsidiaries is a party to or is bound by any Tax sharing, Tax allocation

or Tax indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Seller and

Seller Subsidiaries). Neither Seller nor any of Seller Subsidiaries (i) has been a member of an affiliated group filing a consolidated

federal income Tax Return (other than a group the common parent of which was Seller) or (ii) has any liability for the Taxes of

any person (other than Seller or any of Seller Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision

of state, local or foreign law), as a transferee or successor, by contract or otherwise. Neither Seller nor any of Seller Subsidiaries

has been, within the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within

the meaning of Section 355(e) of the Code of which the Merger is also a part, a “distributing corporation” or a

“controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending

to qualify for tax-free treatment under Section 355 of the Code. Neither Seller nor any of Seller Subsidiaries has participated

in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the

past five (5) years has Seller been a United States real property holding corporation within the meaning of Section 897(c)(2) of

the Code. There are no Tax Liens upon any property or assets of Seller or any of Seller Subsidiaries except Liens for current Taxes not

yet due and payable that may thereafter be paid without interest or penalty, and Liens for material Taxes that are being contested in

good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP. No material claim

has ever been made by any Governmental Entity in a jurisdiction where Seller or any of Seller Subsidiaries does not file Tax Returns

that any such entity is, or may be, subject to taxation by that jurisdiction.

(b)            As

used in this Agreement, “Tax” or “Taxes” means all federal, state, local, and foreign income, excise,

gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance,

unemployment, escheat, unclaimed property, withholding, duties, excise, windfall profits, intangibles, franchise, backup withholding,

value added, alternative or add-on minimum, estimated and other taxes, charges, levies or like assessments together with all penalties

and additions to tax and interest thereon.

- 16 -

used in this Agreement, “Tax Return” means any return, declaration, report, claim for refund, or information return

or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required

to be supplied to a Governmental Entity.

3.11         Employee

Benefit Plans.

(a)            Section 3.11(a) of

the Seller Disclosure Schedule lists all material Seller Benefit Plans. For purposes of this Agreement, “Seller Benefit

Plans” means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act

of 1974, as amended (“ERISA”)), whether or not subject to ERISA, and all stock option, stock purchase, restricted

stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans,

programs or arrangements, retention, bonus, employment, change in control, termination or severance plans, programs, agreements or arrangements,

whether written or unwritten, that are maintained, contributed to or sponsored or maintained by, or required to be contributed to, Seller

or any of Seller Subsidiaries for the benefit of any current or former employee, officer or director of Seller or any of Seller

Subsidiaries.

(b)            Seller

has heretofore made available to Buyer true and complete copies (as applicable) of (i) each material Seller Benefit Plan, including

any amendments thereto and all related trust documents, insurance contracts or other funding vehicles, and (ii) to the extent applicable,

(A) the most recent summary plan description, if any, required under ERISA with respect to such Seller Benefit Plan, (B) the

three (3) most recent annual reports (Form 5500), if any, filed with the IRS, (C) the most recently received IRS determination

or opinion letter, if any, relating to such Seller Benefit Plan, (D) the most recently prepared actuarial report for each Seller

Benefit Plan (if applicable), (E) all material non-routine correspondence to or from any Governmental Entity received in the last

three (3) years with respect to such Seller Benefit Plan (F) the testing results for each Seller Benefit Plan’s three

(3) most recently completed years, (G) all IRS Forms 1094-C (with IRS Forms 1095-C attached) and IRS confirmations of filings

for the 2019 through the current calendar years, (H) any submission under any voluntary compliance program during the last six (6) years,

(I) current COBRA forms, and (J) the three (3) most recent safe harbor notices for any Seller Benefit Plan that is a Code

Section 401(k) plan.

Seller Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements

of all applicable laws, including ERISA and the Code.

(d)            Section 3.11(d) of

the Seller Disclosure Schedule identifies each Seller Benefit Plan that is intended to be qualified under Section 401(a) of

the Code (the “Seller Qualified Plans”). The IRS has issued a favorable determination letter with respect to each

Seller Qualified Plan and the related trust, or with respect to a prototype or volume submitter plan, can rely on an opinion letter

from the IRS to the pre-approved plan sponsor, and, to the knowledge of Seller, there are no existing circumstances and no events have

occurred that would reasonably be expected to adversely affect the qualified status of any Seller Qualified Plan or the related trust.

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(e)            Neither

Seller, nor any of Seller Subsidiaries nor any of their respective ERISA Affiliates has contributed (or had any obligation of any sort)

in the last six (6) years to a plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. For

purposes of this Agreement, “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity,

trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of

the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at

the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14)

of ERISA.

(f)            None

of Seller nor any of Seller Subsidiaries or any of their respective ERISA Affiliates has, at any time during the last six (6) years,

contributed to or been obligated to contribute to any plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of

ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors, at least two of whom are not

under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”), and none of Seller,

any of Seller Subsidiaries or any of their respective ERISA Affiliates has incurred any material liability to a Multiemployer Plan or

a Multiple Employer Plan as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of

Title IV of ERISA) from a Multiemployer Plan or a Multiple Employer Plan that has not been satisfied in full.

(g)            Neither

Seller nor any of Seller Subsidiaries sponsors, has sponsored or has any obligation with respect to any employee benefit plan

that provides for any post-employment or post-retirement health or medical or life insurance benefits for retired or former employees

or their dependents, except as required by Section 4980B of the Code.

(h)            All

contributions required to be made to any Seller Benefit Plan by applicable law or by any plan document, and all premiums due or payable

with respect to insurance policies funding any Seller Benefit Plan, for any period through the date hereof, have been timely made or

paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and

records of Seller, except as, either individually or in the aggregate, would not reasonably be expected to result in any material liability

to Seller and Seller Subsidiaries.

(i)            There

are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been

asserted or instituted, and, to Seller’s knowledge, no set of circumstances exists that may reasonably be expected to give rise

to a claim or lawsuit, against the Seller Benefit Plans, any fiduciaries thereof with respect to their duties to the Seller Benefit Plans

or the assets of any of the trusts under any of the Seller Benefit Plans, except as, either individually or in the aggregate, would not

reasonably be expected to result in any material liability to Seller and Seller Subsidiaries.

(j)            Neither

the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction

with any other event) (i) entitle any current or former employee, officer, director or individual independent contractor of Seller

or any of Seller Subsidiaries to any payment or benefit, (ii) result in, accelerate, cause the vesting, exercisability, funding,

payment or delivery of, or increase in the amount or value of, any payment, right or other benefit to any current or former employee,

officer, director or independent contractor of Seller or any of Seller Subsidiaries, (iii) accelerate the timing of or cause Seller

or any of Seller Subsidiaries to transfer or set aside any assets to fund any material benefits under any Seller Benefit Plan, or (iv) result

in any limitation on the right of Seller or any of Seller Subsidiaries to amend, merge, terminate or receive a reversion of assets from

any Seller Benefit Plan or related trust.

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(k)            No

amount paid or payable (whether in cash, in property, or in the form of benefits) by Seller or any of Seller Subsidiaries in connection

with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with

any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. Section 3.11(k) of

the Seller Disclosure Schedule contains Seller’s true and correct Code Section 280G calculations.

(l)            Neither

Seller nor any of Seller Subsidiaries is a party to any plan, program, agreement or arrangement that provides for the gross-up

or reimbursement of Taxes imposed under Sections 409A or 4999 of the Code (or any corresponding provisions of state or local law

relating to Tax).

(m)            No

Seller Benefit Plan is maintained outside the jurisdiction of the United States or covers any Seller employee who resides or works outside

of the United States.

(n)            Neither

the Seller 401(k) Plan, nor any fiduciary, trustee or administrator thereof, has engaged in a breach of fiduciary responsibility

or any non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of

the Code) which could reasonably be expected to result in any material liability to the Seller.

3.12         Employees

(a)            There

are no pending or, to the knowledge of Seller, threatened labor grievances or unfair labor practice claims or charges against Seller

or any of Seller Subsidiaries, or any strikes or other labor disputes against Seller or any of Seller Subsidiaries. Neither Seller

nor any of Seller Subsidiaries is party to or bound by any collective bargaining or similar agreement with any labor organization, or

work rules or practices agreed to with any labor organization or employee association applicable to employees of Seller or any of

Seller Subsidiaries and, to the knowledge of Seller, there are no organizing efforts by any union or other group seeking to represent

any employees of Seller and Seller Subsidiaries.

(b)            Seller

and Seller Subsidiaries are in compliance in all material respects with, and since December 31, 2023 have complied in all

material respects with, all laws regarding employment and employment practices, terms and conditions of employment, wages and hours,

paid sick leave, classification of employees and independent contractors, equitable pay practices, privacy rights, labor disputes, employment

discrimination, sexual or racial harassment or discrimination, workers’ compensation or long-term disability policies, retaliation,

immigration, family and medical leave, occupational safety and health and other laws in respect of any reduction in force (including

notice, information and consultation requirements).

the knowledge of Seller, no written allegations of sexual or racial harassment or sexual or race-based misconduct have been made since

December 31, 2023 against any employee of Seller, (ii) since December 31, 2023, neither Seller nor any of Seller

Subsidiaries has entered into any settlement agreement related to allegations of sexual or racial harassment or sexual or race-based

misconduct by any employee of Seller, and (iii) there are no proceedings currently pending or, to the knowledge of Seller, threatened

related to any allegations of sexual or racial harassment or sexual or race-based misconduct by any employee of Seller.

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3.13         Compliance

with Applicable Law. Seller and each of Seller Subsidiaries hold, and have at all times since December 31, 2023, held, all licenses,

franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective

properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith),

except where the failure to hold such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would

not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Seller, and, to the knowledge

of Seller, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Seller and

each of Seller Subsidiaries have complied in all material respects with and are not in material default or violation under any applicable

law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to Seller or any of Seller Subsidiaries,

including all laws relating to the privacy and security of data or information that constitutes personal data or personal information

or similar term under applicable law (“Personal Data”), the Gramm-Leach-Bliley Act (together with all rules promulgated

thereunder, the “GLBA”), the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and Regulation

B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the

Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street Reform

and Consumer Protection Act, any final regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy Statement

on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act

and Regulation X, and any other laws relating to bank secrecy, discriminatory lending, financing or leasing practices, consumer protection,

money laundering prevention, foreign assets control, U.S. sanctions laws and regulations, Sections 23A and 23B of the Federal Reserve

Act, the Sarbanes-Oxley Act, the European Union’s General Data Protection Regulation (Regulation EU 2016/679) (including all related

national laws, regulations and secondary legislation, the “GDPR”) and all agency requirements relating to the origination,

sale and servicing of mortgage and consumer loans. Each of Seller Subsidiaries that is an insured depository institution has a Community

Reinvestment Act rating of “satisfactory” or better. Except as would not reasonably be expected, individually or in the aggregate,

to have a Material Adverse Effect on Seller, none of Seller, or any of Seller Subsidiaries or, to the knowledge of Seller, any director,

officer, employee, agent or other person acting on behalf of Seller or any of Seller Subsidiaries has, directly or indirectly, (a) used

any funds of Seller or any of Seller Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses

relating to political activity, (b) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign

or domestic political parties or campaigns from funds of Seller or any of Seller Subsidiaries, (c) violated any provision that would

result in the violation of the Foreign Corrupt Practices Act of 1977, as amended, or any similar law, (d) established or maintained

any unlawful fund of monies or other assets of Seller or any of Seller Subsidiaries, (e) made any fraudulent entry on the books

or records of Seller or any of Seller Subsidiaries, or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence

payment, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property

or services, to obtain favorable treatment in securing business to obtain special concessions for Seller or any of Seller Subsidiaries,

to pay for favorable treatment for business secured or to pay for special concessions already obtained for Seller or any of Seller Subsidiaries,

or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury

Department. Neither Seller nor any Seller Subsidiary (x) maintains or has maintained any Personal Data outside of the United States,

or (y) has disclosed or transferred any Personal Data relating to individuals residing in the European Economic Area outside of

the European Economic Area except where such disclosure or transfer complied with the GDPR. Seller maintains a written information privacy

and security program that maintains reasonable measures to protect the privacy, confidentiality and security of all Personal Data against

any (i) breach of security leading to the accidental or unlawful destruction, loss, alteration, unavailability, unauthorized disclosure

or processing of, or access to, Personal Data transmitted, stored or otherwise processed, (ii) the unauthorized acquisition or processing

of Personal Data that materially compromises the security, confidentiality, or integrity of Personal Data, (iii) ransomware, malware,

or unauthorized access to Seller IT Systems or (iv) any incident defined as a personal data breach, security breach, security incident,

data breach or similar term in applicable laws (clauses (i) through (iv), a “Seller Security Breach”). “Seller

IT Systems” means all information management equipment and systems necessary to or used in or to support the business of Seller

and Seller Subsidiaries, including all software, all databases and data systems and all computer hardware and other information and communications

technology systems. To the knowledge of Seller, Seller has not experienced any Seller Security Breach that, individually or in the aggregate,

would reasonably be expected to have a Material Adverse Effect on Seller. To the knowledge of Seller, there are no data security or other

technological vulnerabilities with respect to Seller’s information technology systems or networks that, individually or in the

aggregate, would reasonably be expected to have a Material Adverse Effect on Seller. No claims or actions have been asserted, or to the

knowledge of Seller, threatened, against Seller or any of Seller Subsidiaries alleging a violation of such person’s privacy, personal

or confidentiality rights under any applicable laws, rules, policies, procedures or contracts, that would, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect on Seller. Except as would not, either individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect on Seller, Seller and Seller Subsidiaries have properly administered all accounts for which

any of them acts as a fiduciary, including accounts for which any of them serves as a trustee, agent, custodian, personal representative,

guardian, conservator or investment advisor, in accordance with the terms of their governing documents and applicable state, federal

and foreign law. Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

on Seller, none of Seller, any of Seller Subsidiaries, or to Seller’s knowledge, any of its or Seller Subsidiaries’ directors,

officers or employees, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account, and the accountings

for each such fiduciary account are true, correct and complete and accurately reflect the assets and results of such fiduciary account.

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3.14         Certain

Contracts.

(a)            Except

as filed with or incorporated into any Seller Report filed prior to the date hereof, neither Seller nor any of Seller Subsidiaries is

a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral, but excluding any Seller Benefit

Plan): (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of

the SEC); (ii) which contains a provision that materially restricts the conduct or any line of business by Seller or any of Seller

Subsidiaries or upon consummation of the transactions contemplated by this Agreement will materially restrict the ability of the Surviving

Corporation or any of its affiliates to engage in any line of business or in any geographic region (including any exclusivity or exclusive

dealing provisions with such an effect); (iii) which is a collective bargaining agreement or similar agreement with any labor organization;

(iv) any of the benefits of or obligations under which will arise or be increased or accelerated by the occurrence of the execution

and delivery of this Agreement, receipt of the Requisite Seller Vote or the announcement or consummation of any of the transactions contemplated

by this Agreement, or under which a right of cancellation or termination will arise as a result thereof, or the value of any of the benefits

of which will be calculated on the basis of any of the transactions contemplated by this Agreement, where such increase or acceleration

of benefits or obligations, right of cancellation or termination, or change in calculation of value of benefits would, either individually

or in the aggregate, (A) create a payment obligation in excess of $100,000, calculated as of June 30, 2026, or (B) reasonably

be expected to have a Material Adverse Effect on Seller; (v) (A) that relates to the incurrence of indebtedness by Seller or

any of Seller Subsidiaries, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements

(other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities

sold under agreements to repurchase, in each case incurred in the ordinary course of business), (B) that provides for the guarantee,

support, assumption or endorsement by Seller or any of Seller Subsidiaries of, or any similar commitment by Seller or any of Seller Subsidiaries

with respect to, the obligations, liabilities or indebtedness of any other person, in the case of each of clauses (A) and (B), in

the principal amount of $2,000,000 or more, or (C) that provides for any material indemnification or similar obligations on the

part of Seller or any of Seller Subsidiaries; (vi) that grants any right of first refusal, right of first offer or similar right

with respect to any material assets, rights or properties of Seller or Seller Subsidiaries, taken as a whole; (vii) which creates

future payment obligations in excess of $250,000 per annum or $50,000 with respect to any individual payment other than any such contracts

which are terminable by Seller or any of Seller Subsidiaries on sixty (60) days or less notice without any required payment or other

conditions, other than extensions of credit, other customary banking products offered by Seller or Seller Subsidiaries, or derivatives

issued or entered into in the ordinary course of business; (viii) that is a settlement, consent or similar agreement and contains

any material continuing obligations of Seller or any of Seller Subsidiaries; (ix) that is a lease of real property to which Seller

or any of Seller Subsidiaries is a party; (x) that is a joint venture, partnership or similar contract (however named) involving

a sharing of profits, losses, costs or liabilities by it with any other person; (xi) in which Seller or any of Seller Subsidiaries

grants or is granted a license or similar under any material Intellectual Property, excluding, in each case, (A) contracts providing

rights for generally commercially available off-the-shelf software licensed or provided on non-discriminatory terms and (B) non-exclusive

contracts entered into with customers or suppliers in the ordinary course of business; (xii) that is a material consulting agreement,

to which Seller or any of Seller Subsidiaries is a party with payments in excess of $100,000 per annum; or (xiii) that relates to

the acquisition or disposition of any person, business or asset and under which Seller or Seller Subsidiaries have or may have a material

obligation or liability. Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a) (excluding

any Seller Benefit Plan), whether or not set forth in the Seller Disclosure Schedule, is referred to herein as a “Seller Contract.”

Seller has made available to Buyer true, correct and complete copies of each Seller Contract in effect as of the date hereof.

- 21 -

(b)            In

each case, except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on

Seller, (i) each Seller Contract is valid and binding on Seller or one of Seller Subsidiaries, as applicable, and in full

force and effect, (ii) Seller and each of Seller Subsidiaries has in all material respects complied with and performed all obligations

required to be performed by it to date under each Seller Contract, (iii) to the knowledge of Seller, each third-party counterparty

to each Seller Contract has in all material respects complied with and performed all obligations required to be performed by it to date

under such Seller Contract, (iv) Seller does not have knowledge of, and has not received notice of, any violation of any Seller

Contract by any of the other parties thereto, (v) no event or condition exists which constitutes or, after notice or lapse of time

or both, will constitute, a material breach or default on the part of Seller or any of Seller Subsidiaries, or to the knowledge of Seller,

any other party thereto, of or under any such Seller Contract and (vi) no third-party counterparty to any Seller Contract has exercised

or threatened in writing to exercise any force majeure (or similar) provision to excuse non-performance or performance delays in any

Seller Contract.

3.15         Agreements

with Regulatory Agencies. Subject to Section 9.14, neither Seller nor any of Seller Subsidiaries is subject to any cease-and-desist

or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding

with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered

to pay any civil money penalty by, or has been since January 1, 2024, a recipient of any supervisory letter from, or since January 1,

2024, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental

Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct

of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management

policies, its management or its business (each, whether or not set forth in the Seller Disclosure Schedule, a “Seller Regulatory

Agreement”), nor has Seller or any of Seller Subsidiaries been advised in writing since January 1, 2024, by any Regulatory

Agency or other Governmental Entity that it is considering issuing, initiating, ordering, or requesting any such Seller Regulatory Agreement.

3.16         Risk

Management Instruments. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect on Seller, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar

derivative transactions and risk management arrangements, whether entered into for the account of Seller, any of Seller Subsidiaries

or for the account of a customer of Seller or one of Seller Subsidiaries, were entered into in the ordinary course of business and in

accordance with applicable rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially

responsible at the time and are legal, valid and binding obligations of Seller or one of Seller Subsidiaries enforceable in accordance

with their terms (except as may be limited by the Enforceability Exceptions), and are in full force and effect; and (b) Seller and

each of Seller Subsidiaries have duly performed in all material respects all of their material obligations thereunder to the extent that

such obligations to perform have accrued, and, to Seller’s knowledge, there are no material breaches, violations or defaults or

allegations or assertions of such by any party thereunder.

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3.17         Environmental

Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Seller,

Seller and Seller Subsidiaries are in compliance, and have complied since January 1, 2024, with each federal, state or local law,

regulation, order, decree, permit, authorization, common law or agency requirement applicable to Seller and Seller Subsidiaries relating

to: (a) the protection or restoration of the environment, health and safety as it relates to hazardous substance exposure or natural

resource damages, (b) the handling, use, presence, disposal, release or threatened release of, or exposure to, any hazardous substance,

or (c) noise, odor, wetlands, indoor air, pollution, contamination or any injury to persons or property from exposure to any hazardous

substance (collectively, “Environmental Laws”). There are no pending legal, administrative, arbitral or other proceedings,

claims or actions or, to the knowledge of Seller, any private environmental investigations or remediation activities or governmental

investigations of any nature seeking to impose, or that could reasonably be expected to result in the imposition, on Seller or any of

Seller Subsidiaries of any liability or obligation arising under any Environmental Law, pending or threatened against Seller, which liability

or obligation would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Seller. To

the knowledge of Seller, there is no reasonable basis for any such proceeding, claim, action or governmental investigation that would

impose any liability or obligation that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse

Effect on Seller.

3.18         Investment

Securities and Commodities.

(a)            Each

of Seller and Seller Subsidiaries has good title in all material respects to all securities and commodities owned by it (except those

sold under repurchase agreements), free and clear of any Liens, except as set forth in the financial statements included in the Seller

Reports or to the extent such securities or commodities are pledged in the ordinary course of business to secure obligations of Seller

or Seller Subsidiaries. Such securities and commodities are valued on the books of Seller in accordance with GAAP in all material respects.

(b)            Seller

and Seller Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies,

practices and procedures that Seller believes are prudent and reasonable in the context of such businesses, and Seller and Seller Subsidiaries

have, since January 1, 2024, been in compliance with such policies, practices and procedures in all material respects. Prior to

the date of this Agreement, Seller has made available to Buyer the material terms of such policies, practices and procedures.

3.19         Real

Property. (a) Section 3.19 of the Seller Disclosure Schedule sets forth an accurate description of the real property

to which Seller has good, valid and indefeasible title (“Owned Real Property”), or a valid and subsisting leasehold

interest, subleasehold interest, or license to (“Leased Real Property” and, together with the Owned Real Property,

the “Real Property”).

- 23 -

(b)            The

Real Property listed in Section 3.19 of the Seller Disclosure Schedule comprises all of Seller’s real property interests

used in the conduct of the business and operations of Seller as currently conducted and, to the knowledge of Seller, there are no facts

or circumstances that would prevent the Real Property from being occupied or otherwise used by the Surviving Corporation after the Closing

in the same manner as prior to the Closing, subject to the terms of any leases, as applicable.

Leased Real Property is held under leases or subleases (collectively, the “Real Property Leases”) and all Owned Real

Property is held under deeds (“Real Property Deeds” and, together with Real Property Leases, “Real Property

Instruments”), that are valid instruments enforceable in accordance with their respective terms, free and clear of all Liens,

except (i) statutory Liens arising or incurred in the ordinary course of business and securing payments which are not yet due and

payable, (ii) Liens for real property or similar or customary Taxes not yet due and payable, and (iii) easements or other rights

that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially

impair or interfere with business operations at such properties.

(d)            There

are no leases, subleases, licenses, concessions or other contractual obligations entered into by Seller granting to any person other

than a Seller Subsidiary the right of use or occupancy of all or any portion of the Owned Real Property.

(e)            Seller

or a Seller Subsidiary is in sole possession of the Leased Real Property and has not assigned, licensed, subleased, transferred, conveyed,

mortgaged, encumbered or otherwise granted to any person all or any portion of its respective interest in any of the Real Property Leases

or the right to use or occupy such Leased Real Property. Seller has paid all rent and other expenses due and payable under each

such Real Property Lease.

(f)            Seller

has made available to Buyer accurate and complete copies of all Real Property Instruments and any guarantees, amendments, extensions,

renewals or other agreements with respect thereto.

(g)            No

third party or parties have any options, rights of first offer or first refusal or any other similar right to purchase the Owned Real

Property or any portion or interest therein. Neither Seller nor any Seller Subsidiary is obligated under any outstanding and exercised

options, rights of first offer or first refusal to purchase any of the Leased Real Property.

(h)            To

Seller’s knowledge, neither the condition, nor the use of the Owned Real Property or the Leased Real Property, by Seller or Seller’s

Subsidiaries, contravenes or violates in any material respect any applicable zoning, use, occupancy, building, wetlands or environmental

regulation, ordinance or other applicable law relating to the use or operation of the Real Property.

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3.20         Intellectual

Property. Seller and each of Seller Subsidiaries owns (free and clear of any material Liens), or is licensed or authorized to use,

all material Intellectual Property used in, held for use in or necessary for the conduct of its business as currently conducted, as set

forth on Section 3.20 of the Seller Disclosure Schedule. Except as would not reasonably be expected, either individually

or in the aggregate, to have a Material Adverse Effect on Seller, (a) (i) to the knowledge of Seller, the conduct of their

businesses by Seller and Seller Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person and is in

material compliance with any applicable license pursuant to which Seller or any Seller Subsidiary acquired the right to use any Intellectual

Property, and (ii) to the knowledge of Seller, no person has asserted in writing since January 1, 2024 to Seller that Seller

or any of Seller Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person, (b) no

person is challenging or, to the knowledge of Seller, infringing on, misappropriating or otherwise violating, any right of Seller or

any of Seller Subsidiaries with respect to any Intellectual Property owned by Seller or Seller Subsidiaries that are held for use in

or necessary for the conduct of its business as currently conducted, (c) neither Seller nor any Seller Subsidiary has, since January 1,

2024, received any written notice of any pending claim with respect to any Intellectual Property owned by Seller or any Seller Subsidiary,

and (d) Seller and Seller Subsidiaries have taken commercially reasonable actions to maintain and protect all Intellectual Property

owned by Seller and Seller Subsidiaries held for use in or necessary for the conduct of its business as currently conducted. For purposes

of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, social

media identifiers and accounts, logos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated

with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including

any extension, modification or renewal of any such registration or application; patents, applications for patents (including divisions,

continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof,

in any jurisdiction; trade secrets and confidential or proprietary know-how or information; copyrights and rights in works of authorship

(including software), and all registrations, applications for registration, renewals, common law rights and moral rights associated with

the foregoing; rights in data and databases; all other intellectual property or proprietary rights anywhere in the world.

3.21         Related

Party Transactions. There are no transactions or series of related transactions, agreements, arrangements or understandings, nor

are there any currently proposed transactions or series of related transactions, between Seller or any of Seller Subsidiaries, on the

one hand, and any current or former director or “executive officer” (as defined in Rule 3b-7 under the Exchange Act)

of Seller or any of Seller Subsidiaries or any person who beneficially owns (as defined in Rules 13d-3 and 13d-5 of the Exchange

Act) 5% or more of the outstanding Seller Common Stock (or any of such person’s immediate family members or affiliates) (other

than Subsidiaries of Seller) on the other hand, of the type required to be reported in any Seller Report pursuant to Item 404 of Regulation

S-K promulgated under the Exchange Act (taking into account all relevant instructions and guidance for reporting under Item 404 of Regulation

S-K) that have not been so reported on a timely basis.

3.22         State

Takeover Laws. The Board of Directors of Seller has approved this Agreement, the Merger and the other transactions contemplated hereby

as required to render inapplicable to such agreements and transactions any “moratorium,” “control share,” “fair

price,” “takeover” or “interested shareholder” law (any such laws, “Takeover Statutes”).

In accordance with Section 23-1-44-8 of the IBCL and the Seller Articles, no appraisal or dissenters’ rights will be available

to the holders of Seller Common Stock in connection with the Merger.

3.23         Reorganization.

Seller has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger

from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

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3.24         Opinion.

Prior to the execution of this Agreement, the Board of Directors of Seller has received an opinion (which, if initially rendered verbally,

has been or will be confirmed in a written opinion, dated the same date) of Stephens to the effect that, as of the date of such opinion,

and based upon and subject to the factors, qualifications, assumptions, and limitations set forth therein, the Exchange Ratio in the

Merger is fair from a financial point of view to the holders of Seller Common Stock (solely in their capacity as such). Such opinion

has not been amended or rescinded as of the date of this Agreement.

3.25         Seller

Information. The information relating to Seller and Seller Subsidiaries provided by Seller or its representatives to be contained

in the Proxy Statement and the S-4, and the information relating to Seller and Seller Subsidiaries that is provided by Seller or its

representatives for inclusion in any other document filed with any other Regulatory Agency in connection herewith, will not contain any

untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances

in which they are made, not misleading. The Proxy Statement (except for such portions thereof that relate only to Buyer or any of Buyer

Subsidiaries) will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder.

The Proxy Statement and the portions of the S-4 that contain information provided by Seller relating to Seller and any of Seller Subsidiaries

will comply in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations under

the Securities Act and the Exchange Act.

3.26         Loan

Portfolio.

(a)            As

of the date hereof, neither Seller nor any of Seller Subsidiaries is a party to any written or oral loan, loan agreement, note or borrowing

arrangement (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) (collectively, “Loans”)

with any borrower (each a “Borrower”) in which Seller or any Seller Subsidiary of is a creditor which as of June 30,

2026, had an outstanding balance plus unfunded commitments, if any, of $250,000 or more and under the terms of which the Borrower was,

as of June 30, 2026, over ninety (90) days or more delinquent in payment of principal or interest. Set forth in Section 3.26(a) of

the Seller Disclosure Schedule is a true, correct and complete list of (i) all of the Loans of Seller and Seller Subsidiaries

that, as of June 30, 2026, had an outstanding balance of $250,000 or more and (A) were classified by Seller as “Other

Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,”

“Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans”, “Watch”

or words of similar import, (B) were the subject of any notice to Seller or any of Seller Subsidiaries from any obligor of adverse

environmental conditions potentially affecting the value of any collateral for such Loan, (C) with respect to which Seller has knowledge

of potential violations of any Environmental Laws that may have occurred on the property serving as collateral for such Loan or by any

obligor of such Loan and (D) represent an extension of credit to an executive officer or director of Seller or Seller Subsidiaries

or an entity controlled by an executive officer or director of Seller or Seller Subsidiaries, in each case together with the principal

amount of each such Loan and the identity of the Borrower thereunder, together with the aggregate principal amount of such Loans,

by category of Loan (e.g., commercial, consumer, etc.), together with the aggregate principal amount of such Loans by category and

(ii) each asset of Seller or any of Seller Subsidiaries that, as of June 30, 2026, is classified as “Other Real Estate

Owned” and the book value thereof.

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(b)            Except

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Seller, each Loan

of Seller and Seller Subsidiaries (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine

and what they purport to be, (ii) to the extent carried on the books and records of Seller and Seller Subsidiaries as secured Loans,

has been secured by valid Liens, as applicable, which have been perfected and (iii) is the legal, valid and binding obligation of

the obligor named therein, enforceable in accordance with its terms, subject to the Enforceability Exceptions and (iv) to the knowledge

of Seller, none of the Loans of Seller or Seller Subsidiaries is subject to any material offset or claim of offset and the aggregate

loan balances in excess of Seller’s allowance for loan and lease losses are, based on past loan experience and as determined in

accordance with applicable accounting and regulatory requirements, collectible in accordance with their terms (except as limited above)

and all uncollectible loans have been charged off.

as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Seller, each outstanding

Loan of Seller or any of Seller Subsidiaries (including Loans held for resale to investors) was solicited and originated, and is and

has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in

accordance with the relevant notes or other credit or security documents, the written underwriting standards of Seller and Seller Subsidiaries

(and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all

applicable federal, state and local laws, regulations and rules.

(d)            There

has been no default on, or forgiveness or waiver of, in whole or in part, any Loan made to an executive officer or director of Seller

or Seller Subsidiaries or an entity controlled by an executive officer or director of Seller or Seller Subsidiaries during the

three (3) years immediately preceding the date hereof.

(e)            Seller’s

allowance for loan and lease losses reflected in the financial statements of Seller (including footnotes thereto) was determined on the

basis of Seller’s continuing review and evaluation of the portfolio of the Loans of Seller and Seller Subsidiaries under

the requirements of GAAP and applicable law, was established in a manner consistent with Seller’s internal policies, and, in the

reasonable judgment of Seller, was adequate in all material respects under the requirements of GAAP and all applicable law to provide

for possible or specific losses, net of recoveries relating to the Loans previously charged-off, on the Loans of Seller and Seller Subsidiaries.

3.27         Insurance.

Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on Seller, Seller

and Seller Subsidiaries are insured with reputable insurers against such risks and in such amounts as the management of Seller reasonably

has determined to be prudent and consistent with industry practice, and Seller and Seller Subsidiaries are in compliance in all material

respects with their insurance policies and are not in default under any of the terms thereof, each such policy is outstanding and in

full force and effect and, except for policies insuring against potential liabilities of officers, directors and employees of Seller

and Seller Subsidiaries, Seller or the relevant Subsidiary thereof is the sole beneficiary of such policies, and all premiums and other

payments due under any such policy have been paid, and all claims thereunder have been filed in due and timely fashion.

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3.28         Information

Security. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect

on Seller, to the knowledge of Seller, since January 1, 2024, no third party has gained unauthorized access to any Seller IT System

controlled by and material to the operation of the business of Seller and Seller Subsidiaries.

3.29         Subordinated

Indebtedness. Seller and the Seller Subsidiaries have no subordinated indebtedness, junior subordinated debentures or trust preferred

securities or any agreements related thereto.

Article IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Except (a) as disclosed

in the disclosure schedule delivered by Buyer to Seller concurrently herewith (the “Buyer Disclosure Schedule”); provided,

that (i) no such item is required to be set forth as an exception to a representation or warranty if its absence would not result

in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the Buyer Disclosure

Schedule as an exception to a representation or warranty shall not be deemed an admission by Buyer that such item represents a material

exception or fact, event or circumstance or that such item would reasonably be expected to result in a Material Adverse Effect, and (iii) any

disclosures made with respect to a section of this Article IV shall be deemed to qualify (A) any other section of this

Article IV specifically referenced or cross-referenced and (B) other sections of this Article IV to the

extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross-reference) from a reading of the disclosure

that such disclosure applies to such other sections or (b) as disclosed in any Buyer Reports filed by Buyer after January 1,

2025 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or

disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly

nonspecific or cautionary, predictive or forward-looking in nature), and assuming each party’s compliance with its obligations

set forth in Section 1.12, Buyer hereby represents and warrants to Seller as follows:

4.1           Corporate

Organization.

(a)            Buyer

is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and is a bank holding company

duly registered under the BHC Act that has elected to be treated as a financial holding company under the BHC Act. Buyer has the corporate

power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Buyer

is duly licensed or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted

by it or the character or location of the properties and assets owned or leased by it makes such licensing, qualification or standing

necessary, except where the failure to be so licensed or qualified or to be in good standing would not, either individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect on Buyer. True and complete copies of the Buyer Articles and Buyer

Regulations, as in effect as of the date of this Agreement, have previously been made available by Buyer to Seller.

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(b)            Each

Significant Subsidiary of Buyer (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is

duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (whether

federal, state, local or foreign) where its ownership or leasing of property or the conduct of its business requires it to be so qualified

and in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect on Buyer, and (iii) has

all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted.

There are no restrictions on the ability of any Subsidiary of Buyer (a “Buyer Subsidiary”) to pay dividends or other

distributions except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or other distributions generally

applicable to all such regulated entities. The deposit accounts of each Subsidiary of Buyer that is an insured depository institution

are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law, all premiums and assessments required

to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or threatened.

Section 4.1(b) of the Buyer Disclosure Schedule sets forth a true and complete list of all Significant Subsidiaries

of Buyer as of the date hereof.

4.2           Capitalization.

(a)            As

of the date of this Agreement, the authorized capital stock of Buyer consists of 160,000,000 shares of Buyer Common Stock and 10,000,000

shares of preferred stock, with or without par value (the “Buyer Preferred Stock”). As of June 30, 2026, there

were (i) 104,956,458 shares of Buyer Common Stock outstanding, which number includes 1,136,359 shares of Buyer Common Stock granted

in respect of outstanding Buyer Common Stock subject to vesting, repurchase or other lapse restriction (“Buyer Restricted Stock

Awards”), (ii) 5,306,214 shares of Buyer Common Stock held in treasury, (iii) zero shares of Buyer Common Stock

reserved for issuance upon the exercise of options to purchase shares of Buyer Common Stock (the “Buyer Options” and

together with Buyer Restricted Stock Awards, “Buyer Equity Awards”), (iv) 3,827,872 shares of Buyer Common

Stock reserved for issuance pursuant to future grants under the Buyer Stock Plans, and (v) zero shares of Buyer Preferred Stock

outstanding. As of the date of this Agreement, except as set forth in the immediately preceding sentence and for changes since June 30,

2026, resulting from the exercise, vesting or settlement of any Buyer Equity Awards described in the immediately preceding sentence,

there are no other shares of capital stock or other equity or voting securities of Buyer issued, reserved for issuance or outstanding.

As used herein, the “Buyer Stock Plans” means the Buyer 1999 Stock Incentive Plan, Buyer Key Executive Short Term

Incentive Plan, MainSource Financial Group, Inc. 2007 Stock Incentive Plan and Buyer 2020 Stock Plan and Buyer 2026 Stock Plan.

All of the issued and outstanding shares of Buyer Common Stock have been duly authorized and validly issued and are fully paid, nonassessable

and free of preemptive rights, with no personal liability attaching to the ownership thereof. There are no bonds, debentures, notes or

other indebtedness that have the right to vote on any matters on which shareholders of Buyer may vote. No trust preferred or subordinated

debt securities of Buyer are issued or outstanding. Other than Buyer Equity Awards issued prior to the date of this Agreement as described

in this Section 4.2(a), as of the date of this Agreement there are no outstanding subscriptions, options, warrants, stock

appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or

similar rights, puts, calls, commitments or agreements of any character relating to, or securities or rights convertible or exchangeable

into or exercisable for, or valued by reference to, shares of capital stock or other equity or voting securities of or ownership interest

in Buyer, or contracts, commitments, understandings or arrangements by which Buyer may become bound to issue additional shares of its

capital stock or other equity or voting securities of or ownership interests in Buyer, or that otherwise obligate Buyer to issue, transfer,

sell, purchase, redeem or otherwise acquire, any of the foregoing. There are no voting trusts, shareholder agreements, proxies or other

agreements in effect to which Buyer is a party or is bound with respect to the voting or transfer of Buyer Common Stock or other equity

interests of Buyer.

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(b)            Buyer

owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of

the Buyer Subsidiaries, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and validly

issued and are fully paid, nonassessable (except, with respect to bank Subsidiaries, as provided under any provision of applicable state

law comparable to 12 U.S.C. § 55) and free of preemptive rights, with no personal liability attaching to the ownership thereof.

No Buyer Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of

any character calling for the purchase or issuance of any shares of capital stock or any other equity security of such Subsidiary or

any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such

Subsidiary.

4.3           Authority;

No Violation.

(a)            Buyer

has full corporate power and authority to execute and deliver this Agreement and, subject to the shareholder and other actions described

below, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions

contemplated hereby (including the Merger and the Bank Merger) have been duly and validly approved by the Board of Directors of Buyer.

The Board of Directors of Buyer has determined that the Merger, on the terms and conditions set forth in this Agreement, is in the best

interests of Buyer and its shareholders. Except for the adoption and approval of the Bank Merger Agreement by the Board of Directors

of Buyer Bank and Buyer as Buyer Bank’s sole shareholder, no other corporate proceedings on the part of Buyer are necessary to

approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered

by Buyer and (assuming due authorization, execution and delivery by Seller) constitutes a valid and binding obligation of Buyer, enforceable

against Buyer in accordance with its terms (except in all cases as such enforceability may be limited by the Enforceability Exceptions).

The shares of Buyer Common Stock to be issued in the Merger have been validly authorized, when issued, will be validly issued, fully

paid and nonassessable, and no current or past shareholder of Buyer will have any preemptive right or similar rights in respect thereof.

(b)            Neither

the execution and delivery of this Agreement by Buyer, nor the consummation by Buyer of the transactions contemplated hereby, including

the Bank Merger, nor compliance by Buyer with any of the terms or provisions hereof, will (i) violate any provision of the Buyer

Articles or the Buyer Regulations, or (ii) assuming that the consents and approvals referred to in Section 4.4 are duly

obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to

Buyer, any of Buyer Significant Subsidiaries or any of their respective properties or assets or (B) violate, conflict with, result

in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time,

or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate

the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Buyer or any of

Buyer Significant Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust,

license, lease, agreement or other instrument or obligation to which Buyer or any of Buyer Significant Subsidiaries is a party, or by

which they or any of their respective properties or assets may be bound, except (in the case of clauses (A) and (B) above)

for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected

to have a Material Adverse Effect on Buyer.

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4.4           Consents

and Approvals. Except for (a) the filing of any required applications, filings and notices, as applicable, with NASDAQ, (b) the

filing of any required applications, filings and notices, as applicable, with the Federal Reserve Board under the BHC Act with respect

to the Merger, the Bank Merger Act with respect to the Bank Merger and approval of such applications, filings and notices, (c) the

filing of any required applications, filings and notices with the ODFI and the IDFI in connection with the Merger and the Bank Merger,

as applicable, and approval of such applications, filings and notices, (d) the filing of any required applications, filings or notices

with any other state banking or insurance authorities listed on Section 3.4 of the Seller Disclosure Schedule or Section 4.4

of the Buyer Disclosure Schedule and approval of such applications, filings and notices, (e) the filing with the SEC of the

Proxy Statement and the S-4 in which the Proxy Statement will be included as a prospectus, and the declaration of effectiveness of the

S-4, (f) the filing of the Certificates of Merger with and/or acceptance for record of the Certificates of Merger by the Ohio Secretary

pursuant to the ORC and the Articles of Merger by the Indiana Secretary pursuant to the IBCL, respectively, and the filing of the Bank

Merger Certificates and (g) such filings and approvals as are required to be made or obtained under the securities or “Blue

Sky” laws of various states in connection with the issuance of the shares of Buyer Common Stock pursuant to this Agreement and

the approval of the listing of such Buyer Common Stock on NASDAQ, no consents or approvals of or filings or registrations with any Governmental

Entity are necessary in connection with (i) the execution and delivery by Buyer of this Agreement or (ii) the consummation

by Buyer of the Merger and the other transactions contemplated hereby (including the Bank Merger). As of the date hereof, Buyer is not

aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the Merger

and Bank Merger on a timely basis.

4.5            Reports.

(a)            Buyer

and each of Buyer Subsidiaries have timely filed (or furnished) all reports, registrations and statements, together with any amendments

required to be made with respect thereto, that they were required to file (or furnish, as applicable) since January 1, 2024 with

any Regulatory Agencies, including, without limitation, any report, registration or statement required to be filed (or furnished, as

applicable) pursuant to the laws, rules or regulations of the United States, any state, any foreign entity, or any Regulatory Agency,

and have paid all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable)

such report, registration or statement or to pay such fees and assessments, either individually or in the aggregate, would not reasonably

be expected to have a Material Adverse Effect on Buyer. Subject to Section 9.14, except for normal examinations conducted

by a Regulatory Agency in the ordinary course of business of Buyer and Buyer Subsidiaries, (i) no Regulatory Agency has initiated

or has pending any proceeding or, to the knowledge of Buyer, investigation into the business or operations of Buyer or any of Buyer Subsidiaries

since January 1, 2024, (ii) there is no unresolved violation, criticism, or exception by any Regulatory Agency with respect

to any report or statement relating to any examinations or inspections of Buyer or any of Buyer Subsidiaries, and (iii) there have

been no formal or informal inquiries by, or disagreements or disputes with, any Regulatory Agency with respect to the business, operations,

policies or procedures of Buyer or any of Buyer Subsidiaries since January 1, 2024; in the case of each of clauses (i) through

(iii), which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Buyer.

- 31 -

(b)            An

accurate copy of each final registration statement, prospectus, report, schedule and definitive proxy statement filed with or furnished

by Buyer to the SEC since December 31, 2023 pursuant to the Securities Act or the Exchange Act (the “Buyer Reports”)

is publicly available. No such Buyer Report as of the date thereof (and, in the case of registration statements and proxy statements,

on the dates of effectiveness and the dates of the relevant meetings, respectively), contained any untrue statement of a material fact

or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of

the circumstances in which they were made, not misleading, except that information filed or furnished as of a later date (but before

the date of this Agreement) shall be deemed to modify information as of an earlier date. As of their respective dates, all Buyer Reports

filed under the Securities Act and the Exchange Act complied in all material respects with the published rules and regulations of

the SEC with respect thereto. As of the date of this Agreement, no executive officer of Buyer has failed in any respect to make the certifications

required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act. As of the date of this Agreement, there are no outstanding

comments from or unresolved issues raised by the SEC with respect to any of the Buyer Reports.

4.6            Financial

Statements.

(a)            The

financial statements of Buyer and Buyer Subsidiaries included (or incorporated by reference) in the Buyer Reports (including the related

notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Buyer and Buyer Subsidiaries,

(ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’

equity and consolidated financial position of Buyer and Buyer Subsidiaries for the respective fiscal periods or as of the respective

dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied,

as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published

rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied

during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of

Buyer and Buyer Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable

legal and accounting requirements and reflect only actual transactions. Since January 1, 2021, no independent public accounting

firm of Buyer has resigned (or informed Buyer that it intends to resign) or been dismissed as independent public accountants of Buyer

as a result of, or in connection with, any disagreements with Buyer on a matter of accounting principles or practices, financial statement

disclosure or auditing scope or procedure.

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(b)            Except

as would not, either individually or in the aggregate, be material to Buyer and Buyer Subsidiaries, taken as a whole, neither Buyer nor

any of Buyer Subsidiaries has any liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except

for those liabilities that are reflected or reserved against on the consolidated balance sheet of Buyer included in its Annual and Quarterly

Reports on Form 10-K and Form 10-Q for the fiscal year and quarter ended December 31, 2025 and March 31, 2026, respectively,

(including any notes thereto) and for liabilities incurred in the ordinary course of business since December 31, 2025, or in connection

with this Agreement and the transactions contemplated hereby.

records, systems, controls, data and information of Buyer and Buyer Subsidiaries are recorded, stored, maintained and operated under

means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership

and direct control of Buyer or Buyer Subsidiaries or accountants (including all means of access thereto and therefrom), except for any

non-exclusive ownership and non-direct control that would not reasonably be expected, either individually or in the aggregate, to have

a Material Adverse Effect on Buyer. Buyer (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of

the Exchange Act) to ensure that material information relating to Buyer, including Buyer Subsidiaries, is made known to the chief executive

officer and the chief financial officer of Buyer by others within those entities as appropriate to allow timely decisions regarding required

disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act, and (ii) has

disclosed, based on its most recent evaluation prior to the date hereof, to Buyer’s outside auditors and the audit committee of

Buyer’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal

control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which would reasonably be expected to adversely

affect Buyer’s ability to record, process, summarize and report financial information, and (B) to the knowledge of Buyer,

any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal

controls over financial reporting. To the knowledge of Buyer, there is no reason to believe that Buyer’s outside auditors and its

chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to

the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due and

for so long as this Agreement continues in existence.

(d)            Since

January 1, 2024, (i) neither Buyer nor any of Buyer Subsidiaries, nor, to the knowledge of Buyer, any director, officer, auditor,

accountant or representative of Buyer or any of Buyer Subsidiaries, has received or otherwise had or obtained knowledge of any material

complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies

or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or any of Buyer Subsidiaries

or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any

of Buyer Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Buyer or any

of Buyer Subsidiaries, whether or not employed by Buyer or any of Buyer Subsidiaries, has reported evidence of a material violation of

securities laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors, employees or agents to the

Board of Directors of Buyer or any committee thereof or, to the knowledge of Buyer, to any director or officer of Buyer.

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4.7            Broker’s

Fees. With the exception of the engagement of Morgan Stanley & Co. LLC neither Buyer nor any Buyer Subsidiary nor any of

their respective officers or directors has employed any broker, finder or financial advisor or incurred any liability for any broker’s

fees, commissions or finder’s fees in connection with the Merger or related transactions contemplated by this Agreement.

4.8            Absence

of Certain Changes or Events.

(a)            Since

December 31, 2025, no event or events have occurred that have had or would reasonably be expected to have, either individually or

in the aggregate, a Material Adverse Effect on Buyer.

(b)            Except

in connection with the transactions contemplated by this Agreement, since December 31, 2025 through the date hereof, Buyer and Buyer

Significant Subsidiaries have carried on their respective businesses in all material respects in the ordinary course.

4.9            Legal

Proceedings.

(a)            Except

as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Buyer, neither Buyer nor

any of Buyer Significant Subsidiaries is a party to any, and there are no pending or, to Buyer’s knowledge, threatened, legal,

administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Buyer

or any of Buyer Significant Subsidiaries or any of their current or former directors or executive officers or challenging the validity

or propriety of the transactions contemplated by this Agreement.

(b)            There

is no injunction, order, judgment, decree, or regulatory restriction imposed upon Buyer, any of Buyer Subsidiaries or the assets of Buyer

or any of Buyer Subsidiaries (or that, upon consummation of the Merger, would apply to the Surviving Corporation or any of its affiliates)

that would reasonably be expected to be material to Buyer and Buyer Subsidiaries, taken as a whole.

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4.10          Taxes

and Tax Returns. Each of Buyer and Buyer Subsidiaries has duly and timely filed (including all applicable extensions) all material

Tax Returns in all jurisdictions in which Tax Returns are required to be filed by it, and all such Tax Returns are true, correct, and

complete in all material respects. Neither Buyer nor any of Buyer Subsidiaries is the beneficiary of any extension of time within which

to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course). All material Taxes of Buyer

and Buyer Subsidiaries (whether or not shown on any Tax Returns) that are due have been fully and timely paid. Each of Buyer and Buyer

Subsidiaries has withheld and paid all material Taxes required to have been withheld and paid in connection with amounts paid or owing

to any employee, creditor, shareholder, independent contractor or other third party. Neither Buyer nor any of Buyer Subsidiaries has

granted any extension or waiver of the limitation period applicable to any material Tax that remains in effect. The federal income Tax

Returns of Buyer and Buyer Subsidiaries for all years to and including 2021 have been examined by the Internal Revenue Service or are

Tax Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers,

has expired. Neither Buyer nor any of Buyer Subsidiaries has received written notice of assessment or a written proposed assessment in

connection with any material amount of Taxes, and there are no threatened in writing or pending disputes, claims, audits, examinations

or other proceedings regarding any material Tax of Buyer and Buyer Subsidiaries or the assets of Buyer and Buyer Subsidiaries. There

are no private letter ruling requests, closing agreements or gain recognition agreements with respect to Taxes requested or executed

in the last six (6) years. Neither Buyer nor any of Buyer Subsidiaries is a party to or is bound by any Tax sharing, Tax allocation

or Tax indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among Buyer and Buyer

Subsidiaries). Neither Buyer nor any of Buyer Subsidiaries (a) has been a member of an affiliated group filing a consolidated federal

income Tax Return (other than a group the common parent of which was Buyer) or (b) has any liability for the Taxes of any person

(other than Buyer or any of Buyer Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local

or foreign law), as a transferee or successor, by contract or otherwise. Neither Buyer nor any of Buyer Subsidiaries has been, within

the past two (2) years or otherwise as part of a “plan (or series of related transactions)” within the meaning of Section 355(e) of

the Code of which the Merger is also a part, a “distributing corporation” or a “controlled corporation” (within

the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intending to qualify for tax-free treatment under

Section 355 of the Code. Neither Buyer nor any of Buyer Subsidiaries has participated in a “reportable transaction”

within the meaning of Treasury Regulation Section 1.6011-4(b)(1). At no time during the past five (5) years has Buyer been

a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. There are no Tax Liens

upon any property or assets of Buyer or any of Buyer Subsidiaries except Liens for current Taxes not yet due and payable that may thereafter

be paid without interest or penalty, and Liens for material Taxes that are being contested in good faith by appropriate proceedings and

for which adequate reserves have been established in accordance with GAAP. No material claim has ever been made by any Governmental Entity

in a jurisdiction where Buyer or any of Buyer Subsidiaries does not file Tax Returns that any such entity is, or may be, subject to taxation

by that jurisdiction.

4.11          Employee

Benefit Plans.

(a)            For

purposes of this Agreement, “Buyer Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of

ERISA), whether or not subject to ERISA, and all stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree

medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, retention, bonus, employment,

change in control, termination or severance plans, programs, agreements or arrangements, whether written or unwritten, that are maintained,

contributed to or sponsored or maintained by, or required to be contributed to, Buyer or any of Buyer Subsidiaries for the benefit of

any current or former employee, officer or director of Buyer or any of Buyer Subsidiaries.

(b)            Each

Buyer Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements

of all applicable laws, including ERISA and the Code.

- 35 -

IRS has issued a favorable determination letter with respect to each Buyer Benefit Plan that is intended to be qualified under Section 401(a) of

the Code (the “Buyer Qualified Plans”) and the related trust, or with respect to a prototype or volume submitter plan,

can rely on an opinion letter from the IRS to the pre-approved plan sponsor, and, to the knowledge of Buyer, there are no existing circumstances

and no events have occurred that would reasonably be expected to adversely affect the qualified status of any Buyer Qualified Plan or

the related trust.

(d)            Neither

Buyer, any of Buyer Subsidiaries nor any of their respective ERISA Affiliates has contributed (or had any obligation of any sort) in

the last six (6) years to a plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA.

(e)            None

of Buyer, any of Buyer Subsidiaries or any of their respective ERISA Affiliates has, at any time during the last six (6) years,

contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan, and none of Buyer, any of Buyer Subsidiaries

or any of their respective ERISA Affiliates has incurred any material liability to a Multiemployer Plan or a Multiple Employer Plan as

a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) from a Multiemployer

Plan or a Multiple Employer Plan that has not been satisfied in full.

(f)            Neither

Buyer nor any of Buyer Subsidiaries sponsors, has sponsored or has any obligation with respect to any employee benefit plan that provides

for any post-employment or post-retirement health or medical or life insurance benefits for retired or former employees or their dependents,

except as required by Section 4980B of the Code.

(g)            All

contributions required to be made to any Buyer Benefit Plan by applicable law or by any plan document, and all premiums due or payable

with respect to insurance policies funding any Buyer Benefit Plan, for any period through the date hereof, have been timely made or paid

in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records

of Buyer, except as, either individually or in the aggregate, would not reasonably be expected to result in any material liability to

Buyer and Buyer Subsidiaries.

(h)            There

are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations that have been

asserted or instituted, and, to Buyer’s knowledge, no set of circumstances exists that may reasonably be expected to give rise

to a claim or lawsuit, against the Buyer Benefit Plans, any fiduciaries thereof with respect to their duties to the Buyer Benefit Plans

or the assets of any of the trusts under any of the Buyer Benefit Plans, except as, either individually or in the aggregate, would not

reasonably be expected to result in any material liability to Buyer and Buyer Subsidiaries.

(i)            Neither

the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction

with any other event) (i) entitle any current or former employee, officer, director or individual independent contractor of Buyer

or any of Buyer Subsidiaries to any payment or benefit, (ii) result in, accelerate, cause the vesting, exercisability, funding,

payment or delivery of, or increase in the amount or value of, any payment, right or other benefit to any current or former employee,

officer, director or independent contractor of Buyer or any of Buyer Subsidiaries, (iii) accelerate the timing of or cause Buyer

or any of Buyer Subsidiaries to transfer or set aside any assets to fund any material benefits under any Buyer Benefit Plan, or (iv) result

in any limitation on the right of Buyer or any of Buyer Subsidiaries to amend, merge, terminate or receive a reversion of assets from

any Buyer Benefit Plan or related trust.

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(j)            No

amount paid or payable (whether in cash, in property, or in the form of benefits) by Buyer or any of Buyer Subsidiaries in connection

with the transactions contemplated hereby (either solely as a result thereof or as a result of such transactions in conjunction with

any other event) will be an “excess parachute payment” within the meaning of Section 280G of the Code.

(k)            Neither

Buyer nor any of Buyer Subsidiaries is a party to any plan, program, agreement or arrangement that provides for the gross-up or reimbursement

of Taxes imposed under Sections 409A or 4999 of the Code (or any corresponding provisions of state or local law relating to Tax).

(l)            No

Buyer Benefit Plan is maintained outside the jurisdiction of the United States or covers any Buyer employee who resides or works outside

of the United States.

4.12         Employees

(a)            There

are no pending or, to the knowledge of Buyer, threatened material labor grievances or material unfair labor practice claims or charges

against Buyer or any of Buyer Subsidiaries, or any strikes or other material labor disputes against Buyer or any of Buyer Subsidiaries.

Neither Buyer nor any of Buyer Subsidiaries is party to or bound by any collective bargaining or similar agreement with any labor organization,

or work rules or practices agreed to with any labor organization or employee association applicable to employees of Buyer or any

of Buyer Subsidiaries and, to the knowledge of Buyer, there are no organizing efforts by any union or other group seeking to represent

any employees of Buyer and Buyer Subsidiaries.

(b)            Buyer

and Buyer Subsidiaries are in compliance in all material respects with, and since December 31, 2023 have complied in all

material respects with, all laws regarding employment and employment practices, terms and conditions of employment, wages and hours,

paid sick leave, classification of employees and independent contractors, equitable pay practices, privacy rights, labor disputes, employment

discrimination, sexual or racial harassment or discrimination, workers’ compensation or long-term disability policies, retaliation,

immigration, family and medical leave, occupational safety and health and other laws in respect of any reduction in force (including

notice, information and consultation requirements).

the knowledge of Buyer, no written allegations of sexual or racial harassment or sexual or race-based misconduct have been made since

December 31, 2023 against any employee of Buyer at the level of executive officer and above, (ii) since December 31, 2023,

neither Buyer nor any of Buyer Subsidiaries has entered into any settlement agreement related to allegations of sexual or racial harassment

or sexual or race-based misconduct by any employee of Buyer at the level of executive officer and above, and (iii) there are no

proceedings currently pending or, to the knowledge of Buyer, threatened related to any allegations of sexual or racial harassment

or sexual or race-based misconduct by any employee of Buyer at the level of executive officer and above.

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4.13         Compliance

with Applicable Law. Buyer and each of Buyer Subsidiaries hold, and have at all times since December 31, 2023, held, all licenses,

franchises, permits and authorizations necessary for the lawful conduct of their respective businesses and ownership of their respective

properties, rights and assets under and pursuant to each (and have paid all fees and assessments due and payable in connection therewith),

except where the failure to hold such license, franchise, permit or authorization (nor the failure to pay any fees or assessments) would

not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer, and, to the knowledge

of Buyer, no suspension or cancellation of any such necessary license, franchise, permit or authorization is threatened. Buyer and each

of Buyer Subsidiaries have complied in all material respects with and are not in material default or violation under any, applicable

law, statute, order, rule, regulation, policy and/or guideline of any Governmental Entity relating to Buyer or any of Buyer Subsidiaries,

including all laws relating to Personal Data, the GLBA, the USA PATRIOT Act, the Bank Secrecy Act, the Equal Credit Opportunity Act and

Regulation B, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation

Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Dodd-Frank Wall Street

Reform and Consumer Protection Act, any final regulations promulgated by the Consumer Financial Protection Bureau, the Interagency Policy

Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures

Act and Regulation X, and any other laws relating to bank secrecy, discriminatory lending, financing or leasing practices, consumer protection,

money laundering prevention, foreign assets control, U.S. sanctions laws and regulations, Sections 23A and 23B of the Federal Reserve

Act, the Sarbanes-Oxley Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans.

Each of Buyer’s Subsidiaries that is an insured depository institution has a Community Reinvestment Act rating of “satisfactory”

or better. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Buyer,

none of Buyer, or any of Buyer Subsidiaries, or, to the knowledge of Buyer, any director, officer, employee, agent or other person acting

on behalf of Buyer or any of Buyer Subsidiaries has, directly or indirectly, (a) used any funds of Buyer or any of Buyer Subsidiaries

for unlawful contributions, unlawful gifts, unlawful entertainment or other expenses relating to political activity, (b) made any

unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns

from funds of Buyer or any of Buyer Subsidiaries, (c) violated any provision that would result in the violation of the Foreign Corrupt

Practices Act of 1977, as amended, or any similar law, (d) established or maintained any unlawful fund of monies or other assets

of Buyer or any of Buyer Subsidiaries, (e) made any fraudulent entry on the books or records of Buyer or any of Buyer Subsidiaries,

or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful

payment to any person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in

securing business to obtain special concessions for Buyer or any of Buyer Subsidiaries, to pay for favorable treatment for business secured

or to pay for special concessions already obtained for Buyer or any of Buyer Subsidiaries, or is currently subject to any United States

sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department.

4.14         Agreements

with Regulatory Agencies. Subject to Section 9.14, neither Buyer nor any of Buyer Subsidiaries is subject to any cease-and-desist

or other order or enforcement action issued by, or is a party to any written agreement, consent agreement or memorandum of understanding

with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has been ordered

to pay any civil money penalty by, or has been since January 1, 2024, a recipient of any supervisory letter from, or since January 1,

2024, has adopted any policies, procedures or board resolutions at the request or suggestion of, any Regulatory Agency or other Governmental

Entity that currently restricts in any material respect or would reasonably be expected to restrict in any material respect the conduct

of its business or that in any material manner relates to its capital adequacy, its ability to pay dividends, its credit or risk management

policies, its management or its business (each, whether or not set forth in the Buyer Disclosure Schedule, a “Buyer Regulatory

Agreement”), nor has Buyer or any of Buyer Subsidiaries been advised in writing since January 1, 2024, by any Regulatory

Agency or other Governmental Entity that it is considering issuing, initiating, ordering or requesting any such Buyer Regulatory Agreement.

- 38 -

4.15         Risk

Management Instruments. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect on Buyer, (a) all interest rate swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative

transactions and risk management arrangements, whether entered into for the account of Buyer, any of Buyer Subsidiaries or for the account

of a customer of Buyer or one of Buyer Subsidiaries, were entered into in the ordinary course of business and in accordance with applicable

rules, regulations and policies of any Regulatory Agency and with counterparties believed to be financially responsible at the time and

are legal, valid and binding obligations of Buyer or one of Buyer Subsidiaries enforceable in accordance with their terms (except as

may be limited by the Enforceability Exceptions), and are in full force and effect; and (b) Buyer and each of Buyer Subsidiaries

have duly performed in all material respects all of their material obligations thereunder to the extent that such obligations to perform

have accrued, and, to Buyer’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of

such by any party thereunder.

4.16         Investment

Securities and Commodities.

(a)            Each

of Buyer and Buyer Subsidiaries has good title in all material respects to all securities and commodities owned by it (except those sold

under repurchase agreements), free and clear of any Liens, except as set forth in the financial statements included in the Seller Reports

or to the extent such securities and commodities are pledged in the ordinary course of business to secure obligations of Buyer or Buyer

Subsidiaries. Such securities and commodities are valued on the books of Buyer in accordance with GAAP in all material respects.

(b)            Buyer

and Buyer Subsidiaries and their respective businesses employ investment, securities, commodities, risk management and other policies,

practices and procedures that Buyer believes are prudent and reasonable in the context of such businesses, and Buyer and Buyer Subsidiaries

have, since January 1, 2024, been in compliance with such policies, practices and procedures in all material respects. Prior to

the date of this Agreement, Buyer has made available to Seller the material terms of such policies, practices and procedures.

4.17         Related

Party Transactions. There are no transactions or series of related transactions, agreements, arrangements or understandings, nor

are there any currently proposed transactions or series of related transactions, between Buyer or any of Buyer Subsidiaries, on the one

hand, and any current or former director or “executive officer” (as defined in Rule 3b-7 under the Exchange Act) of

Buyer or any of Buyer Subsidiaries or any person who beneficially owns (as defined in Rules 13d-3 and 13d-5 of the Exchange Act)

5% or more of the outstanding Buyer Common Stock (or any of such person’s immediate family members or affiliates) (other than Subsidiaries

of Buyer) on the other hand, of the type required to be reported in any Buyer Report pursuant to Item 404 of Regulation S-K promulgated

under the Exchange Act (taking into account all relevant instructions and guidance for reporting under Item 404 of Regulation S-K) that

have not been so reported on a timely basis.

- 39 -

4.18         State

Takeover Laws. The Board of Directors of Buyer has approved this Agreement and the transactions contemplated hereby as required to

render inapplicable to such agreements and transactions the provisions of any potentially applicable Takeover Statutes.

4.19         Reorganization.

Buyer has not taken any action and is not aware of any fact or circumstance that could reasonably be expected to prevent the Merger from

qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

4.20         Buyer

Information. The information that is provided by Buyer relating to Buyer and Buyer Subsidiaries to be contained in the Proxy Statement

and the S-4, and the information relating to Buyer and Buyer Subsidiaries that is provided by Buyer or its representatives for inclusion

in any other document filed with any other Regulatory Agency in connection herewith, will not contain any untrue statement of a material

fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made,

not misleading. The Proxy Statement (except for such portions thereof that relate only to Seller or any of Seller Subsidiaries) will

comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder. The Proxy Statement

and S-4 (except for such portions thereof that relate to Seller or any of Seller Subsidiaries) will comply in all material respects with

the provisions of the Securities Act, the Exchange Act and the rules and regulations under the Securities Act and the Exchange Act.

4.21         Information

Security. Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect

on Buyer, to the knowledge of Buyer, since January 1, 2024, no third party has gained unauthorized access to any Buyer information

systems controlled by and material to the operation of the business of Buyer and Buyer Subsidiaries.

Article V

COVENANTS RELATING TO CONDUCT OF BUSINESS

5.1            Conduct

of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time or earlier termination

of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the Seller Disclosure Schedule or

the Buyer Disclosure Schedule), required by law or as consented to in writing by the other party (such consent not to be unreasonably

withheld, conditioned or delayed), (a) Seller shall, and shall cause Seller Subsidiaries to, (i) conduct its business in the

ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization,

employees and advantageous business relationships and (b) each of Buyer and Seller shall, and shall cause Buyer Subsidiaries and

Seller Subsidiaries, respectively, to, take no action intended to, or that would reasonably be expected to, result in any of the conditions

to the Merger set forth in, in the case of Seller, Section 7.1 or Section 7.2, and in the case of Buyer, Section 7.1

or Section 7.3, not being satisfied in a timely manner, or materially adversely affect, delay or impair its ability to perform

its obligations, covenants, and agreements, including, without limitation, the ability of either Seller or Buyer to obtain any necessary

approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby, under this Agreement

or to consummate the transactions contemplated hereby, in each case, except as may be required by applicable law.

- 40 -

5.2            Seller

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except

as set forth in the Seller Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law, Seller

shall not, and shall not permit any of Seller Subsidiaries to, without the prior written consent of Buyer (such consent not to be unreasonably

withheld, conditioned or delayed):

(a)            other

than (i) federal funds borrowings and Federal Home Loan Bank borrowings, in each case with a maturity not in excess of six

(6) months, and (ii) deposits, certificates of deposit or other customary banking products such as letters of credit, in each

case in the ordinary course of business, incur any indebtedness for borrowed money (other than indebtedness of Seller or any of Seller

Subsidiaries to Seller or any of Seller Subsidiaries), or assume, guarantee, endorse or otherwise as an accommodation become responsible

for the obligations of any other individual, corporation or other entity;

(b)

(i)            adjust,

split, combine or reclassify any capital stock;

(ii)           make,

declare, pay or set a record date for any dividend, or any other distribution on, or directly or indirectly redeem, purchase or otherwise

acquire, any shares of its capital stock or other equity or voting securities or any securities or obligations convertible (whether currently

convertible or convertible only after the passage of time or the occurrence of certain events) or exchangeable into or exercisable for

any shares of its capital stock or other equity or voting securities, except quarterly dividends paid by Seller in the ordinary course

and consistent with past practices and as contemplated in Section 6.18 and dividends paid by any of the Subsidiaries of Seller

to Seller or any Seller Subsidiaries;

(iii)          grant

any stock options, stock appreciation rights, performance shares, restricted stock units, performance stock units, phantom stock units,

restricted shares or other equity-based awards or interests, or grant any person any right to acquire any shares of capital stock or

other equity or voting securities of Seller or any of Seller Subsidiaries; or

- 41 -

(iv)          issue,

sell, transfer, encumber or otherwise permit to become outstanding any shares of capital stock or voting securities or equity interests

or securities convertible (whether currently convertible or convertible only after the passage of time of the occurrence of certain events)

or exchangeable into, or exercisable for, any shares of its capital stock or other equity or voting securities, including any securities

of Seller or any of Seller Subsidiaries, or any options, warrants, or other rights of any kind to acquire any shares of capital stock

or other equity or voting securities, including any securities of Seller or any of Seller Subsidiaries, except pursuant to the exercise

of stock options or stock appreciation rights or the vesting or settlement of equity compensation awards in accordance with their terms;

transfer, mortgage, encumber or otherwise dispose of any of its material properties or assets to any individual, corporation or other

entity other than a wholly-owned Subsidiary, or cancel, release or assign any indebtedness to any such person or any claims held by any

such person, in each case other than in the ordinary course of business, or pursuant to contracts or agreements in force at the date

of this Agreement;

(d)            except

for foreclosure or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good

faith in the ordinary course of business, make any material investment in or acquisition of (whether by purchase of stock or other equity

securities, contributions to capital, property transfers, merger or consolidation, or formation of a joint venture or otherwise) any

other person or the property or assets of any other person, in each case, other than a wholly-owned Subsidiary of Seller;

(e)            terminate,

materially amend, or waive any material provision of any Seller Contract, make any change in any instrument or agreement governing the

terms of any of its securities or enter into any contract that would constitute a Seller Contract if it were in effect on the date of

this Agreement;

(f)            except

as required under applicable law, or the terms of any Seller Benefit Plan existing as of the date hereof or Section 6.6 of

this Agreement, (i) enter into, establish, adopt, amend or terminate any Seller Benefit Plan, or any arrangement that would be a

Seller Benefit Plan if in effect on the date hereof, other than with respect to broad-based welfare benefit plans (other than severance)

in the ordinary course of business consistent with past practice and as would not reasonably be expected to materially increase the cost

of benefits under any such Seller Benefit Plan, (ii) increase the compensation or benefits payable to any current or former employee,

director or individual consultant, other than increases for current employees with an annual base salary below $150,000 in connection

with a promotion (permitted hereunder) or change in responsibilities, in each case, in the ordinary course of business consistent with

past practice and to a level consistent with similarly situated peer employees, (iii) accelerate the vesting of any equity-based

awards or other compensation or benefits, (iv) enter into any new, or amend any existing, employment, severance, change in control,

retention, collective bargaining agreement or similar agreement or arrangement, (v) fund any rabbi trust or similar arrangement,

or in any other way secure the payment of compensation or benefits under any Seller Benefit Plan, as the case may be, (vi) terminate

the employment or services of any employee with an annual base salary equal to or in excess of $150,000, other than for cause, or (vii) hire

or promote any employee with an annual base salary equal to or in excess of $150,000 (other than as a replacement hire or promotion on

substantially similar terms of employment as the departed employee), or significantly change the responsibilities assigned to any such

employee;

- 42 -

(g)            settle

any material claim, suit, action or proceeding, except for claims involving solely monetary remedies in an amount and for consideration

not in excess of $200,000, and that would not impose any material restriction on, or create any adverse precedent that would be material

to, the business of it or Seller Subsidiaries or the Surviving Corporation;

(h)            take

any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger

from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

(i)            amend

its articles of incorporation or certificate of incorporation, its bylaws or comparable governing documents of any of the Seller Subsidiaries;

(j)            materially

restructure or materially change the composition of its investment securities portfolio or derivatives portfolio or its interest

rate exposure, through purchases or sales, or the manner in which the portfolio is classified or reported;

(k)            implement

or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP;

(l)            enter

into any new line of business or, other than in the ordinary course of business (which may include partnering with third parties in origination,

flow, servicing and other capacities) consistent with past practice, change in any material respect its lending, investment, underwriting,

risk and asset liability management and other banking and operating, securitization and servicing policies (including any change in the

maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment

thereof), except as required by applicable law, regulation or policies imposed by any Governmental Entity;

(m)            enter

into any new credit or new lending relationships greater than $500,000 that would require an exception to Seller’s and Seller

Subsidiaries’ formal loan policy as in effect as of the date of this Agreement or that are not in compliance with the provisions

of such loan policy;

(n)            other

than incident to a loan restructuring, extend additional credit to any person and any director or officer of, or any owner of a material

interest in, such person (any of the foregoing with respect to a person being referred to as a “Borrowing Affiliate”)

if such person or such Borrowing Affiliate is the obligor under any indebtedness to Seller or any of Seller Subsidiaries which constitutes

a nonperforming loan or against any part of such indebtedness Seller or any of Seller Subsidiaries has established loss reserves or any

part of which has been charged-off by Seller or any of Seller Subsidiaries;

(o)            make

application for the opening, relocation or closing of any, or open, relocate or close any, branch office, loan production office or other

significant office or operations facility;

(p)            merge

or consolidate itself or any of Seller Subsidiaries with any other person, or restructure, reorganize or completely or partially

liquidate or dissolve it or any of Seller Subsidiaries;

- 43 -

(q)            make,

change or revoke any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method,

file any material amended Tax Return, enter into any closing agreement with respect to a material amount of Taxes, waive or extend any

statute of limitations with respect to material Taxes, or settle any material Tax claim, audit, assessment or dispute or surrender any

material right to claim a refund of Taxes; or

(r)            agree

to take, make any commitment to take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any

of the actions prohibited by this Section 5.2.

For purposes of Section 5.2, Buyer

shall use commercially reasonable efforts to respond, as promptly as reasonably practicable, to any request in writing from Seller seeking

prior written consent of Buyer under Section 5.2.

5.3            Buyer

Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except

as set forth in the Buyer Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law, Buyer

shall not, and shall not permit any of Buyer Subsidiaries to, without the prior written consent of Seller (such consent not to be unreasonably

withheld, conditioned or delayed):

(a)            amend

the Buyer Articles or Buyer Regulations in a manner that would materially and adversely affect the holders of the Seller Common Stock,

or adversely affect the holders of the Seller Common Stock relative to other holders of the Buyer Common Stock;

(b)            adjust,

split, combine or reclassify any capital stock of Buyer or make, declare or pay any extraordinary dividend on any capital stock of Buyer;

any indebtedness for borrowed money (other than indebtedness of Buyer or any of Buyer Subsidiaries to Buyer or any of Buyer Subsidiaries)

that would reasonably be expected to prevent Buyer or Buyer Subsidiaries from assuming Seller’s or Seller Subsidiaries’ outstanding

indebtedness;

(d)            take

any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the

Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; or

(e)            agree

to take, make any commitment to take, or adopt any resolutions of its Board of Directors or similar governing body in support of, any

of the actions prohibited by this Section 5.3.

For purposes of Section 5.3, Seller

shall use commercially reasonable efforts to respond, as promptly as reasonably practicable, to any request in writing from Buyer seeking

prior written consent of Seller under Section 5.3.

- 44 -

Article VI

ADDITIONAL AGREEMENTS

6.1            Regulatory

Matters.

(a)            Seller

and Buyer shall promptly prepare, and Buyer shall file with the SEC, the S-4, in which the Proxy Statement will be included as a prospectus.

The parties shall cooperate with each other and use reasonable best efforts to make such filing as promptly as reasonably practicable

and, in any event, within forty-five (45) days of the date of this Agreement. Each of Buyer and Seller shall use its reasonable best

efforts to have the S-4 declared effective under the Securities Act as promptly as practicable after such filing and to keep the S-4

effective for so long as necessary to consummate the transactions contemplated by this Agreement, and Seller shall thereafter as promptly

as practicable mail or deliver the Proxy Statement to its shareholders. Buyer shall also use its reasonable best efforts to obtain all

necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by

this Agreement, and Seller shall furnish all information concerning Seller and the holders of Seller Common Stock as may be reasonably

requested in connection with any such action.

(b)            The

parties hereto shall cooperate with each other and use their reasonable best efforts to promptly prepare and file all necessary

documentation, to effect all applications, notices, petitions and filings (and in the case of applications, notices, petitions and

filings in respect of the Requisite Regulatory Approvals, use their reasonable best efforts to make such filings within thirty (30)

days of the date of this Agreement), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all

third parties and Governmental Entities which are necessary or advisable to consummate the transactions contemplated by this

Agreement (including the Merger and the Bank Merger), and to comply with the terms and conditions of all such permits, consents,

approvals and authorizations of all such Governmental Entities. Buyer and Seller shall have the right to review in advance, and, to

the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the exchange of

information, all the information relating to Buyer and Seller, as the case may be, and any of their respective Subsidiaries, which

appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with

the transactions contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto shall act reasonably

and as promptly as practicable. The parties hereto agree that they will consult with each other with respect to the obtaining of all

permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate

the transactions contemplated by this Agreement and each party will keep the other apprised of the status of matters relating to

completion of the transactions contemplated hereby. Each party shall consult with the other in advance of any meeting or conference

with any Governmental Entity in connection with the transactions contemplated by this Agreement and to the extent permitted by such

Governmental Entity, give the other party and/or its counsel the opportunity to attend and participate in such meetings and

conferences, in each case subject to applicable law. As used in this Agreement, “Requisite Regulatory Approvals”

means all regulatory authorizations, consents, orders or approvals (and the expiration or termination of all statutory waiting

periods in respect thereof) (i) from the Federal Reserve Board and the ODFI and (ii) set forth in Sections 3.4

and 4.4 that are necessary to consummate the transactions contemplated by this Agreement, including the Merger and the Bank

Merger, or those the failure of which to be obtained would reasonably be expected to have, individually or in the aggregate, a

Material Adverse Effect on the Surviving Corporation.

- 45 -

party shall use its reasonable best efforts to resolve any objection that may be asserted by any Governmental Entity with respect to

this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, nothing contained in this Agreement shall be deemed

to require Buyer and Seller or any of their respective Subsidiaries, and neither Buyer and Seller nor any of their respective Subsidiaries

shall be permitted (without the written consent of the other party), to take any action, or commit to take any action, or agree to any

condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental

Entities or Regulatory Agencies that would reasonably be expected to have a material adverse effect on the Surviving Corporation and

its Subsidiaries, taken as a whole, after giving effect to the Merger and the Bank Merger (a “Materially Burdensome Regulatory

Condition”).

(d)            To

the extent permitted by applicable law, Buyer and Seller shall, upon request, furnish each other with all information concerning themselves,

their Subsidiaries, directors, officers and shareholders and shareholders, as applicable, and such other matters as may be reasonably

necessary or advisable in connection with the Proxy Statement, the S-4 or any other statement, filing, notice or application made by

or on behalf of Buyer, Seller or any of their respective Subsidiaries to any Governmental Entity in connection with the Merger, the Bank

Merger and the other transactions contemplated by this Agreement.

(e)            To

the extent permitted by applicable law, Buyer and Seller shall promptly advise each other upon receiving any communication from any Governmental

Entity whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party

to believe that there is a reasonable likelihood that any Requisite Regulatory Approval will not be obtained or that the receipt of any

such approval will be materially delayed.

6.2            Access

to Information; Confidentiality.

(a)            Upon

reasonable notice and subject to applicable laws, each of Buyer and Seller, for the purposes of verifying the representations and warranties

of the other and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause each of their

respective Subsidiaries to, afford to certain mutually agreed-upon Representatives of the other party, access, during normal business

hours during the period prior to the Effective Time, to such of its properties, books, contracts, commitments, personnel, information

technology systems, and records as are reasonably necessary to verify the representations and warranties of the other, and to prepare

for the Merger and the other matters contemplated by this Agreement, and each shall cooperate with the other party in preparing to execute

after the Effective Time, the conversion or consolidation of systems and business operations generally, and, during such period, each

of Buyer and Seller shall, and shall cause Buyer Subsidiaries and Seller Subsidiaries, respectively, to, make available to the other

party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period

pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents that Buyer

or Seller, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its

business, properties and personnel as such party may reasonably request. Notwithstanding the foregoing, neither Buyer and Seller nor

any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure

would violate or prejudice the rights of Buyer’s or Seller’s, as the case may be, customers, jeopardize the attorney-client

privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common

interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary

or similar duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute

disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Any access to Personal Data granted

pursuant to this Section shall be subject to such additional limitations as Buyer or Seller may reasonably require to prevent disclosure

or use of any such Personal Data other than in compliance with applicable privacy laws. Without limiting the generality of the foregoing,

none of Buyer, Seller, nor any of their respective Representatives shall disclose to any third party any Personal Data unless the individual(s) to

whom that Personal Data pertains has consented to that disclosure.

- 46 -

(b)            During

the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, Seller shall within twenty

(20) calendar days of each Measuring Date deliver a consolidated balance sheet and income statement of Seller and a certificate setting

forth the Adjusted Tangible Shareholders’ Equity as of such Measuring Date. “Adjusted Tangible Shareholders’ Equity”

shall mean the consolidated shareholders’ equity of Seller for the quarter ended June 30, 2026 calculated in accordance with

GAAP, plus all earnings of Seller during the period from June 30, 2026 to the applicable Measuring Date. “Measuring Date”

shall mean the last day of the month for each month between the date of this Agreement and the Effective Time.

of Buyer and Seller shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries

or Representatives pursuant to Section 6.2(a) or Section 6.2(b) in confidence to the extent required

by, and in accordance with, the provisions of the Mutual Confidentiality and Non-Disclosure Agreement, dated as of March 6, 2026,

between Buyer and Seller (the “Confidentiality Agreement”).

(d)            No

investigation by either of the parties or their respective Representatives shall affect or be deemed to modify or waive the representations

and warranties of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the

right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall

exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’

respective operations.

6.3            Shareholder

Approval.

(a)            Seller

shall call, give notice of, convene and hold a meeting of its shareholders (the “Seller Meeting”) to be held as soon

as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (i) the Requisite Seller Vote required

in connection with the Merger and the other transactions contemplated by this Agreement and (ii) if so desired and mutually agreed,

a vote upon other matters of the type customarily brought before a meeting of shareholders in connection with the approval of a merger

or the other transactions contemplated by a merger agreement. Seller shall use its reasonable best efforts to cause such meeting to occur

as soon as reasonably practicable. The Seller Meeting may be held virtually, subject to applicable law and the organizational documents

of Seller.

- 47 -

(b)            Subject

to Section 6.3(c), Seller and its Board of Directors shall use its reasonable best efforts to obtain from the shareholders

of Seller the Requisite Seller Vote, including by communicating to the Seller shareholders the recommendation of Seller’s Board

of Directors (and including such recommendation in the Proxy Statement) that the shareholders of Seller approve the Merger and the other

transactions contemplated by this Agreement (the “Seller Board Recommendation”). Seller and its Board of Directors

shall not (i) withhold, withdraw, modify or qualify in a manner adverse to Buyer the Seller Board Recommendation, (ii) fail

to make the Seller Board Recommendation in the Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal

or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without

qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Seller Board Recommendation, in each case

within ten (10) business days (or such fewer number of days as remains prior to the Seller Meeting, as applicable) after an Acquisition

Proposal is made public or any request by Buyer to do so, or (v) publicly propose to do any of the foregoing (any of the foregoing,

a “Recommendation Change”).

to Section 8.1 and Section 8.2, if the Board of Directors of Seller, after receiving the advice of its outside

counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would more likely than not result

in a violation of its fiduciary duties under applicable law to make or continue to make the Seller Board Recommendation, the Board of

Directors of Seller may, prior to the receipt of the Requisite Seller Vote, submit the Merger and the other transactions contemplated

by this Agreement to its shareholders, without recommendation (which, for the avoidance of doubt, shall constitute a Recommendation Change)

(although the resolutions approving this Agreement, the Merger and other transactions contemplated by this Agreement as of the date hereof

may not be rescinded or amended), in which event the Board of Directors of Seller may communicate the basis for its lack of a recommendation

to its shareholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided,

that the Board of Directors of Seller may not take any actions under this sentence unless it (i) gives Buyer at least five (5) business

days’ prior written notice of its intention to take such action and a reasonable description of the event or circumstances giving

rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the

latest material terms and conditions of, and the identity of the third party making, any such Acquisition Proposal, or any amendment

or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice

period, takes into account any amendment or modification to this Agreement proposed by Buyer and, after receiving the advice of its outside

counsel and, with respect to financial matters, its outside financial advisors, determines in good faith that it would nevertheless more

likely than not result in a violation of its fiduciary duties under applicable law to make or continue to make the Seller Board Recommendation,

as the case may be. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of

this Section 6.3(c) and will require a new notice period as referred to in this Section 6.3(c).

- 48 -

(d)            Seller

shall adjourn or postpone the Seller Meeting, if, as of the time for which such meeting is originally scheduled, there are insufficient

shares of Seller Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of

such meeting, or if on the date of such meeting Seller has not received proxies representing a sufficient number of shares necessary

to obtain the Requisite Seller Vote, and subject to the terms and conditions of this Agreement, Seller shall continue to use reasonable

best efforts to solicit proxies from its shareholders in order to obtain the Requisite Seller Vote. Notwithstanding anything to the contrary

herein, but subject to the obligation to adjourn or postpone such meeting as set forth in the immediately preceding sentence, unless

this Agreement has been terminated in accordance with its terms, the Seller Meeting shall be convened and the Merger and the other transactions

contemplated by this Agreement shall be submitted to the shareholders of Seller at the Seller Meeting, and nothing contained herein shall

be deemed to relieve Seller of such obligation.

6.4            Legal

Conditions to Merger. Subject in all respects to Section 6.1 of this Agreement, each of Buyer and Seller shall, and shall

cause Buyer Subsidiaries and Seller Subsidiaries, respectively, to, use their reasonable best efforts (a) to take, or cause to be

taken, all actions necessary, proper or advisable to comply promptly with all legal and regulatory requirements that may be imposed on

such party or its Subsidiaries with respect to the Merger and the Bank Merger and, subject to the conditions set forth in Article VII

hereof, to consummate the transactions contemplated by this Agreement, including the Merger and the Bank Merger, and (b) to obtain

(and to cooperate with the other party to obtain) any material consent, authorization, order or approval of, or any exemption by, any

Governmental Entity and any other third party that is required to be obtained by Buyer or Seller or any of their respective Subsidiaries

in connection with the Merger and the Bank Merger and the other transactions contemplated by this Agreement.

6.5            Stock

Exchange Listing.

(a)            Buyer

shall cause the shares of Buyer Common Stock to be issued in the Merger to be approved for listing on NASDAQ, subject to official notice

of issuance, prior to the Effective Time.

(b)            Prior

to the Closing Date, Seller shall cooperate with Buyer and use reasonable best efforts to take, or cause to be taken, all actions, and

do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies

of NASDAQ to enable the delisting by the Surviving Corporation of Seller Common Stock from NASDAQ and the deregistration of Seller Common

Stock under the Exchange Act as promptly as practicable after the Effective Time.

6.6            Employee

Matters.

(a)            Buyer,

as the Surviving Corporation, shall provide the employees of Seller and Seller Subsidiaries as of the Effective Time who remain employed

with Buyer or Buyer Subsidiaries (the “Continuing Employees”), during the period commencing at the Effective Time

and ending on the first anniversary of the Effective Time (the “Continuation Period”), with the following: (i) annual

base salary or wages, as applicable, that are no less favorable than the annual base salary or wages in effect for each such Continuing

Employee immediately prior to the Effective Time; (ii) all employee statutory entitlements; and (iii) all employee benefits

(other than severance, which will be provided as set forth in Section 6.6(b)), and other compensation (including incentive

compensation), in each case substantially comparable in the aggregate to that provided to similarly situated employees of Buyer and Buyer

Subsidiaries.

- 49 -

(b)            Buyer,

as the Surviving Corporation, shall provide the employees of Seller and Seller Subsidiaries as of the Effective Time with severance benefits

as set forth on Section 6.6(b) of the Seller Disclosure Schedule.

respect to any employee benefit plans of Buyer or Buyer Subsidiaries in which any Continuing Employees become eligible to participate

on or after the Effective Time (the “New Plans”), Buyer, as the Surviving Corporation, and its Subsidiaries shall

(i) use commercially reasonable efforts to waive all pre-existing conditions, exclusions and waiting periods with respect to participation

and coverage requirements applicable to such employees and their eligible dependents under any New Plans, except to the extent such pre-existing

conditions, exclusions or waiting periods would apply under the analogous Seller Benefit Plan, (ii) use commercially reasonable

efforts to mitigate the impact on each such employee and their eligible dependents with respect to any co-payments or coinsurance and

deductibles paid prior to the Effective Time under a Seller Benefit Plan that provides health care benefits in satisfying any applicable

deductible, co-payment, coinsurance or maximum out-of-pocket requirements under any New Plans, (iii) recognize all service of such

employees with Seller and Seller Subsidiaries for all purposes in any New Plan to the same extent that such service was taken into account

under the analogous Seller Benefit Plan prior to the Effective Time and (iv) honor any accrued paid time off, vacation or other

approved leave; provided, that the foregoing service recognition shall not apply (A) to the extent it would result in duplication

of benefits for the same period of service, (B) for purposes of any defined benefit pension plan, or (C) for purposes of any

benefit plan that is a frozen plan or provides grandfathered benefits. Seller will provide the information reasonably necessary for Buyer

to recognize annual co-payments, coinsurance, deductibles and out-of-pocket expenses in accordance with this Section 6.6(c) no

later than fifteen (15) days prior to the Closing Date.

(d)            With

respect to any 401(k) plan sponsored or maintained by Seller and Seller Subsidiaries, including, without limitation, the Peoples

Bank Employees’ Savings & Profit Sharing Plan and Trust (each, a “Seller 401(k) Plan”)

that offers a company stock fund as an investment option, Seller shall cause any such company stock fund(s) to be “frozen”

to any new investments as of ten (10) business days prior to the Effective Time. Prior to the freezing of any such company stock

fund(s), Seller shall provide Seller 401(k) Plan participants with any and all notices required by law with respect to such change

in investment availability. Upon and after the date of the freezing of such company stock fund(s), no participant may direct that any

portion of such participant’s individual account balance under any Seller 401(k) Plan that is not currently invested in a

company stock fund be transferred to or invested in any company stock fund. Further, Seller shall cause any Seller 401(k) Plan to

be terminated effective as of the day immediately prior to the Effective Time and contingent upon the occurrence of the Closing. In accordance

with such termination, (i) Seller shall provide Buyer with evidence that such plan has been terminated (the form and substance of

which shall be subject to reasonable review and comment by Buyer) not later than two (2) business days immediately preceding the

Effective Time, and (ii) the Continuing Employees of Seller shall be eligible to participate, effective as of the Effective Time

or as soon as administratively practicable thereafter, in a 401(k) plan sponsored or maintained by Buyer or one of its Subsidiaries

(a “Buyer 401(k) Plan”). Buyer and Seller shall take any and all actions as may be required, including amendments

to any Seller 401(k) Plan and/or Buyer 401(k) Plan, to permit the Continuing Employees of Seller who are then actively employed

to make rollover contributions to the Buyer 401(k) Plan of “eligible rollover distributions” (within the meaning of

Section 401(a)(31) of the Code) in the form of cash, notes (in the case of loans) or a combination thereof.

- 50 -

(e)            Buyer,

as the Surviving Corporation, shall assume and honor the Seller Benefit Plans set forth on Section 6.6(e) of the Seller

Disclosure Schedule in accordance with their terms. Seller agrees that the transactions contemplated by this Agreement shall constitute

a “change in control”, “change of control” or other similar concept under any Seller Benefit Plan, and prior

to the Effective Time, the Seller Board of Directors or Seller Compensation Committee shall be empowered to take such action as necessary

to declare such status under such Seller Benefit Plans.

(f)            Nothing

in this Agreement shall confer upon any employee, officer, director or consultant of Seller, Buyer or any of their respective Subsidiaries

or affiliates any right to continue in the employ or service of the Surviving Corporation, Seller, Buyer or any Subsidiary or affiliate

thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation, Seller, Buyer or any Subsidiary or affiliate

thereof to discharge or terminate the services of any employee (including any Continuing Employee), officer or consultant of the Surviving

Corporation, Seller, Buyer or any of their respective Subsidiaries or affiliates at any time for any reason whatsoever, with or without

cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any Seller benefit plan, Buyer benefit plan,

New Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of the Surviving

Corporation or any of its Subsidiaries or affiliates to amend, modify or terminate any particular Seller benefit plan, Buyer benefit

plan, New Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. Without limiting

the generality of Section 9.11, nothing in this Agreement, express or implied, is intended to or shall confer upon any person,

including, without limitation, any current or former employee, officer, director or consultant of Seller, Buyer or any of their respective

Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(g)            Immediately

prior to the Closing, Seller will terminate and liquidate the Post-2004 Deferred Compensation Plan for the Directors of Seller Bank,

the Seller Bank Unqualified Deferred Compensation Plan, and any and all other deferred compensation arrangements.

6.7            Indemnification;

Directors’ and Officers’ Insurance.

(a)            From

and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless and shall advance expenses as incurred, in

each case to the extent (subject to applicable law) such persons are indemnified, held harmless or entitled to such advancement of expenses

as of the date of this Agreement by Seller pursuant to the Seller Articles, Seller Bylaws, the governing or organizational documents

of any Subsidiary of Seller, any indemnification agreements in existence as of the date hereof that have been disclosed to Buyer or the

IBCL, each present and former director, officer or employee of Seller and Seller Subsidiaries (in each case, when acting in such capacity)

(collectively, the “Seller Indemnified Parties”) against any costs or expenses (including reasonable attorneys’

fees), judgments, fines, losses, damages, liabilities and other amounts incurred in connection with any threatened or actual claim, action,

suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective

Time, arising out of the fact that such person is or was a director, officer or employee of Seller or any of Seller Subsidiaries and

pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement;

provided, that in the case of advancement of expenses, the Seller Indemnified Party to whom expenses are advanced provides an

undertaking to repay such advances if it is ultimately determined that such Seller Indemnified Party is not entitled to indemnification.

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(b)            For

a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the current

policies of directors’ and officers’ liability insurance maintained by Seller (provided, that the Surviving Corporation

may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and

conditions that are no less advantageous to the insured) with respect to claims against the present and former officers and directors

of Seller or any of Seller Subsidiaries arising from facts or events which occurred at or before the Effective Time; provided,

that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual

premium paid as of the date hereof by Seller for such insurance (the “Premium Cap”), and if such premiums for such

insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance

which, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal

to the Premium Cap. Seller will reasonably cooperate with Buyer to effectuate the obligations set forth in this Section 6.7(b),

including, but not limited to, providing Buyer with an agent of record or similar instrument.

provisions of this Section 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable

by, each Seller Indemnified Party and his or her heirs and representatives. If the Surviving Corporation or any of its successors or

assigns (i) consolidates with or merges into any other person and is not the continuing or surviving person of such consolidation

or merger, or (ii) transfers all or substantially all of its assets or deposits to any other person or engages in any similar transaction,

then in each such case the Surviving Corporation will cause proper provision to be made so that the successors and assigns of the Surviving

Corporation will expressly assume the obligations set forth in this Section 6.7.

6.8            Additional

Agreements. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of

this Agreement (including any merger between a Subsidiary of Buyer, on the one hand, and a Subsidiary of Seller, on the other) or to

vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of any of the

parties to the Merger or the Bank Merger, the proper officers and directors of each party to this Agreement and their respective Subsidiaries

shall take all such necessary action as may be reasonably requested by Buyer.

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6.9            Advice

of Changes. Buyer and Seller shall each promptly advise the other party of any effect, change, event, circumstance, condition, occurrence

or development (a) that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse

Effect on it or (b) that it believes would or would reasonably be expected to cause or constitute a material breach of any of its

representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually

or in the aggregate, to the failure of a condition in Article VII; provided, that any failure to give notice in accordance

with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure

of any condition set forth in Section 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement

by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions

set forth in Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice

pursuant to this Section 6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or

limit the remedies available to the party receiving such notice.

6.10          Shareholder

Litigation. Each party shall give the other party prompt notice of any shareholder litigation (including any demand letter) against

such party or its Subsidiaries, directors or officers relating to the transactions contemplated by this Agreement. Seller shall (a) give

Buyer the opportunity to participate at Buyer’s expense in the defense or settlement of any such litigation, (b) give Buyer

a reasonable opportunity to review and comment on all filings or responses to be made in connection with any such litigation, and will

in good faith take such comments into account and (c) not agree to settle any such litigation without Buyer’s prior written

consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that Buyer shall not be obligated

to consent to any settlement which does not include a full release of Buyer and its affiliates or which imposes an injunction or other

equitable relief after the Effective Time upon the Surviving Corporation or any of its affiliates.

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6.11          Acquisition

Proposals.

(a)            Seller

agrees that it will not, and will cause each of Seller Subsidiaries and its and their officers, directors, employees, agents, advisors

and representatives (such individuals with respect to either party, collectively, “Representatives”) not to, directly

or indirectly, (i) initiate, solicit, knowingly encourage or knowingly facilitate inquiries or proposals with respect to any Acquisition

Proposal, (ii) engage or participate in any negotiations with any person concerning any Acquisition Proposal, (iii) provide

any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any Acquisition

Proposal or (iv) unless this Agreement has been terminated in accordance with its terms, approve or enter into any term sheet,

letter of intent, indication of interest, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger

agreement or other agreement (whether written or oral, binding or nonbinding) (other than a confidentiality agreement referred to and

entered into in accordance with this Section 6.11) in connection with or relating to any Acquisition Proposal. Notwithstanding

the foregoing, in the event that after the date of this Agreement and prior to the receipt of the Requisite Seller Vote, Seller receives

an unsolicited bona fide written Acquisition Proposal that did not result from or arise in connection with a breach of this Section 6.11,

Seller may, and may permit Seller Subsidiaries and its and Seller Subsidiaries’ Representatives to, furnish or cause to be furnished

confidential or nonpublic information or data and participate in such negotiations or discussions with the person making the Acquisition

Proposal if the Board of Directors of Seller concludes in good faith (after receiving the advice of its outside counsel, and with respect

to financial matters, its outside financial advisors) that failure to take such actions would be more likely than not to result in a

violation of its fiduciary duties under applicable law; provided, that, prior to furnishing any confidential or nonpublic information

permitted to be provided pursuant to this sentence, Seller shall have entered into a confidentiality agreement with the person making

such Acquisition Proposal on terms no less favorable to it than the Confidentiality Agreement, which confidentiality agreement shall

not provide such person with any exclusive right to negotiate with Seller. Seller will, and will cause Seller Subsidiaries and Representatives

to, immediately cease and cause to be terminated any activities, discussions or negotiations conducted before the date of this Agreement

with any person other than Buyer with respect to any Acquisition Proposal. Seller will promptly (within twenty-four (24) hours) advise

Buyer following receipt of any Acquisition Proposal or any inquiry which could reasonably be expected to lead to an Acquisition Proposal,

and the substance thereof (including the terms and conditions of and the identity of the person making such inquiry or Acquisition Proposal),

will provide Buyer with an unredacted copy of any such Acquisition Proposal and any draft agreements, proposals or other materials received

from or on behalf of the person making such inquiry or Acquisition Proposal in connection with such inquiry or Acquisition Proposal,

and will keep Buyer apprised of any related developments, discussions and negotiations on a current basis, including any amendments to

or revisions of the terms of such inquiry or Acquisition Proposal. Seller shall use its reasonable best efforts to enforce any existing

confidentiality or standstill agreements to which it or any of Seller Subsidiaries is a party in accordance with the terms thereof. As

used in this Agreement, “Acquisition Proposal” means other than the transactions contemplated by this Agreement, any

offer, proposal or inquiry relating to, or any third party indication of interest in, (A) any acquisition or purchase, direct or

indirect, of 25% or more of the consolidated assets of Seller and Seller Subsidiaries or 25% or more of any class of equity or voting

securities of Seller or Seller Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated

assets of Seller, (B) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such

third party beneficially owning 25% or more of any class of equity or voting securities of Seller or Seller Subsidiaries whose assets,

individually or in the aggregate, constitute 25% or more of the consolidated assets of Seller, or (C) a merger, consolidation, share

exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Seller

or Seller Subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of Seller. As

used in this Agreement, “Superior Proposal” means a bona fide, written Acquisition Proposal that the Board of Directors

of Seller has determined in good faith (after consultation with its outside counsel and outside financial advisors) is more favorable

from a financial point of view to the holders of Seller Common Stock than the Merger and the other transactions contemplated by this

Agreement (taking into account any amendment or modification to this Agreement proposed by Buyer pursuant to Section 6.3(c) and

all financial, legal, regulatory, timing, financing, conditionality and other aspects of such proposal and of this Agreement that the

Board of Directors of Seller deems relevant); provided, that for purposes of this definition, each reference in the definition of “Acquisition

Proposal” to “25%” shall be deemed to be a reference to “50%.”

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(b)            Nothing

contained in this Agreement shall prevent Seller or its Board of Directors from complying with Rules 14d-9 and 14e-2 under the Exchange

Act with respect to an Acquisition Proposal; provided, that such rules will in no way eliminate or modify the effect that

any action pursuant to such rules would otherwise have under this Agreement.

6.12          Public

Announcements. Seller and Buyer agree that the initial press release with respect to the execution and delivery of this Agreement

shall be a release mutually agreed to by the parties. Thereafter, each of the parties agrees that no public release or announcement or

statement concerning this Agreement or the transactions contemplated hereby shall be issued by any party without the prior written consent

of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except (a) as required by applicable

law or the rules or regulations of any applicable Governmental Entity or stock exchange to which the relevant party is subject,

in which case the party required to make the release or announcement shall consult with the other party about, and allow the other party

reasonable time to comment on, such release or announcement in advance of such issuance or (b) for such releases, announcements

or statements that are consistent with other such releases, announcement or statements made after the date of this Agreement in compliance

with this Section 6.12.

6.13          Change

of Method. Seller and Buyer shall be empowered, upon their mutual agreement, at any time prior to the Effective Time, to change the

method or structure of effecting the combination of Seller and Buyer (including the provisions of Article I), if and to the

extent they both deem such change to be necessary, appropriate or desirable; provided, that unless this Agreement is amended by

agreement of each party in accordance with Section 9.2, no such change shall (a) alter or change the Exchange Ratio

or the number of shares of Buyer Common Stock received by holders of Seller Common Stock in exchange for each share of Seller Common

Stock, (b) adversely affect the Tax treatment of holders of Seller Common Stock or Buyer Common Stock pursuant to this Agreement,

(c) adversely affect the Tax treatment of Seller or Buyer pursuant to this Agreement or (d) materially impede or delay the

consummation of the transactions contemplated by this Agreement in a timely manner. The parties agree to reflect any such change in an

appropriate amendment to this Agreement executed by both parties in accordance with Section 9.2.

6.14          Restructuring

Efforts. If Seller shall have failed to obtain the Requisite Seller Vote at the duly convened Seller Meeting or any adjournment or

postponement thereof, each of the parties shall in good faith use its reasonable best efforts to negotiate a restructuring of the transactions

contemplated by this Agreement, including by merging Seller into a newly created wholly owned subsidiary of Buyer (it being understood

that neither party shall have any obligation to alter or change any material terms, including the Exchange Ratio or the amount or kind

of the consideration to be issued to holders of the capital stock of Seller as provided for in this Agreement, in a manner adverse to

such party or its shareholders) and/or resubmit the Merger and the other transactions contemplated by this Agreement (or such transactions

as restructured pursuant to this Section 6.14) to Seller’s shareholders for approval.

6.15          Takeover

Statutes. None of Seller, Buyer or their respective Boards of Directors shall take any action that would cause any Takeover Statute

to become applicable to this Agreement, the Merger, or any of the other transactions contemplated hereby, and each shall take all necessary

steps to exempt (or ensure the continued exemption of) the Merger and the other transactions contemplated hereby from any applicable

Takeover Statute now or hereafter in effect. If any Takeover Statute may become, or may purport to be, applicable to the transactions

contemplated hereby, each party shall, and shall cause the members of its Board of Directors to, grant such approvals and take such actions

as are necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated

hereby and otherwise act to eliminate or minimize the effects of any Takeover Statute on any of the transactions contemplated by this

Agreement, including, if necessary, challenging the validity or applicability of any such Takeover Statute.

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6.16          Exemption

from Liability under Section 16(b). Buyer and Seller agree that, in order to most effectively compensate and retain Seller Section 16

Individuals, both prior to and after the Effective Time, it is desirable that Seller Section 16 Individuals not be subject to a

risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with

the conversion of shares of Seller Common Stock into Buyer Common Stock in connection with the Merger, and for that compensatory and

retentive purpose agree to the provisions of this Section 6.16. Seller shall deliver to Buyer in a reasonably timely fashion

prior to the Effective Time accurate information regarding those officers and directors of Seller subject to the reporting requirements

of Section 16(a) of the Exchange Act (the “Seller Section 16 Individuals”), and the Board of Directors

of Buyer and of Seller, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under

the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be

required to cause (in the case of Seller) any dispositions of Seller Common Stock by the Seller Section 16 Individuals, and (in

the case of Buyer) any acquisitions of Buyer Common Stock by any Seller Section 16 Individuals who, immediately following the Merger,

will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange

Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3

under the Exchange Act to the fullest extent permitted by applicable law.

6.17          Certain

Tax Matters.

(a)            Each

of Buyer and Seller shall use its reasonable best efforts to cause the Merger to qualify as a “reorganization” within the

meaning of Section 368(a) of the Code. Each of Buyer and Seller shall use its reasonable best efforts and shall cooperate with

one another to obtain the opinions of counsel referred to in Section 7.2(c) and Section 7.3(c). In connection

with the foregoing, (i) Seller shall deliver to the counsel that is delivering the opinion referred to in Section 7.2(c) and

Section 7.3(c) a duly executed letter of representation customary for transactions of this type and reasonably satisfactory

to such counsel, and (ii) Buyer shall deliver to the counsel that is delivering the opinion referred to in Section 7.2(c) and

Section 7.3(c) a duly executed letter of representation customary for transactions of this type and reasonably satisfactory

to such counsel, in the case of each of clauses (i) and (ii), at such times as such counsel shall reasonably request.

(b)            Each

party hereto shall report the Merger as a “reorganization” within the meaning of Section 368(a) of the Code on

all applicable Tax Returns, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of

the Code.

6.18          Dividends.

After the date of this Agreement, Seller acknowledges that it shall coordinate with Buyer regarding the declaration and payment of any

dividends in respect of Seller Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties

hereto that holders of Seller Common Stock shall not receive two regular quarterly dividends, or fail to receive one dividend, for any

quarter with respect to their shares of Seller Common Stock and any shares of Buyer Common Stock any such holder receives in exchange

therefor in the Merger.

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Article VII

CONDITIONS PRECEDENT

7.1            Conditions

to Each Party’s Obligation to Effect the Merger. The respective obligations of the parties to effect the Merger shall be subject

to the satisfaction at or prior to the Effective Time of the following conditions:

(a)            Shareholder

Approvals. This Agreement shall have been approved by the shareholders of Seller by the Requisite Seller Vote.

(b)            NASDAQ

Listing. The shares of Buyer Common Stock that shall be issuable pursuant to this Agreement shall have been authorized for listing

on NASDAQ, subject to official notice of issuance.

Approvals. (i) All Requisite Regulatory Approvals shall have been obtained and shall remain in full force and effect and all

statutory waiting periods in respect thereof shall have expired or been terminated, and (ii) no such Requisite Regulatory Approval

shall have resulted in the imposition of any Materially Burdensome Regulatory Condition.

(d)            S-4.

The S-4 shall have become effective under the Securities Act and no stop order suspending the effectiveness of the S-4 shall have been

issued and no proceedings for such purpose shall have been initiated or threatened by the SEC and not withdrawn.

(e)            No

Injunctions or Restraints; Illegality. No order, injunction or decree issued by any court or Governmental Entity of competent jurisdiction

or other legal restraint or prohibition preventing the consummation of the Merger, the Bank Merger or any of the other transactions contemplated

by this Agreement shall be in effect. No law, statute, rule, regulation, order, injunction or decree shall have been enacted, entered,

promulgated or enforced by any Governmental Entity that prohibits or makes illegal consummation of the Merger, the Bank Merger or any

of the other transactions contemplated by this Agreement.

7.2            Conditions

to Obligations of Buyer. The obligation of Buyer to effect the Merger is also subject to the satisfaction or waiver by Buyer at or

prior to the Effective Time of the following conditions:

(a)            Representations

and Warranties. The representations and warranties of Seller set forth in Sections 3.2(a) (Capitalization) and

3.8(a) (Absence of Certain Changes or Events) (in each case after giving effect to the lead-in to Article III)

shall be true and correct (other than, in the case of Section 3.2(a), such failures to be true and correct as are de minimis)

in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the

extent such representations and warranties are expressly made as of another date, in which case as of such date), and the representations

and warranties of Seller set forth in Sections 3.1(a) (Corporate Organization), 3.1(b) (Corporate Organization;

Subsidiaries), 3.2(b) (Capitalization; Subsidiaries), 3.3(a) (Authority; No Violation) and

3.7 (Broker’s Fees) (in each case, read without giving effect to any qualification as to materiality or Material

Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article III)

shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and

as of the Closing Date (except to the extent such representations and warranties are expressly made as of another date, in which case

as of such date). All other representations and warranties of Seller set forth in this Agreement (read without giving effect to any qualification

as to materiality or Material Adverse Effect set forth in such representations or warranties but, in each case, after giving effect to

the lead-in to Article III) shall be true and correct in all respects as of the date of this Agreement and as of the Closing

Date as though made on and as of the Closing Date (except to the extent such representations and warranties are expressly made as of

another date, in which case as of such date); provided, that for purposes of this sentence, such representations and warranties

shall be deemed to be true and correct unless the failure or failures of such representations and warranties to be so true and correct,

either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect

set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect on Seller

or the Surviving Corporation. Buyer shall have received a certificate signed on behalf of Seller by the Chief Executive Officer and the

Chief Financial Officer of Seller to the foregoing effect.

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(b)            Performance

of Obligations of Seller. Seller shall have performed in all material respects the obligations, covenants and agreements required

to be performed by it under this Agreement at or prior to the Effective Time, and Buyer shall have received a certificate signed on behalf

of Seller by the Chief Executive Officer and the Chief Financial Officer of Seller to such effect.

Tax Opinion. Buyer shall have received the opinion of Squire Patton Boggs (US) LLP, in form and substance reasonably satisfactory

to Buyer, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth or referred

to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Buyer and Seller,

reasonably satisfactory in form and substance to such counsel.

(d)            FIRPTA

Certificate. Seller shall have delivered to Acquiror a properly executed statement from Seller that meets the requirements of Treasury

Regulations Section 1.1445-2(c)(3) and 1.897-2(h), dated as of the Closing Date in a form and substance reasonably acceptable

to Buyer.

7.3            Conditions

to Obligations of Seller. The obligation of Seller to effect the Merger is also subject to the satisfaction or waiver by Seller at

or prior to the Effective Time of the following conditions:

(a)            Representations

and Warranties. The representations and warranties of Buyer set forth in Sections 4.2(a) (Capitalization) and

4.8(a) (Absence of Certain Changes or Events) (in each case, after giving effect to the lead-in to Article IV)

shall be true and correct (other than, in the case of Section 4.2(a), such failures to be true and correct as are de minimis)

in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the

extent such representations and warranties are expressly made as of another date, in which case as of such date), and the representations

and warranties of Buyer set forth in Sections 4.1(a) (Corporate Organization), 4.1(b) (Corporate Organization;

Subsidiaries) (with respect to Significant Subsidiaries only), 4.2(b) (Capitalization; Subsidiaries) (with respect

to Significant Subsidiaries only), 4.3(a) (Authority; No Violation) and 4.7 (Broker’s Fees) (in

each case, read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations

or warranties but, in each case, after giving effect to the lead-in to Article IV) shall be true and correct in all material

respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent

such representations and warranties are expressly made as of another date, in which case as of such date). All other representations

and warranties of Buyer set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse

Effect set forth in such representations or warranties but, in each case, after giving effect to the lead-in to Article IV)

shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made on and as of the

Closing Date (except to the extent such representations and warranties are expressly made as of another date, in which case as of such

date), provided, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct

unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate,

and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties,

has had or would reasonably be expected to have a Material Adverse Effect on Buyer. Seller shall have received a certificate signed on

behalf of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to the foregoing effect.

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(b)            Performance

of Obligations of Buyer. Buyer shall have performed in all material respects the obligations, covenants and agreements required to

be performed by it under this Agreement at or prior to the Effective Time, and Seller shall have received a certificate signed on behalf

of Buyer by the Chief Executive Officer and the Chief Financial Officer of Buyer to such effect.

Tax Opinion. Seller shall have received the opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP, in form and substance

reasonably satisfactory to Seller, dated as of the Closing Date, to the effect that, on the basis of facts, representations and assumptions

set forth or referred to in such opinion, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of

the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of Buyer

and Seller, reasonably satisfactory in form and substance to such counsel.

Article VIII

TERMINATION AND AMENDMENT

8.1            Termination.

This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Requisite Seller Vote:

(a)            by

mutual written consent of Buyer and Seller;

(b)            by

either Buyer or Seller if any Governmental Entity that must grant a Requisite Regulatory Approval has denied approval of the Merger or

the Bank Merger and such denial has become final and nonappealable or any Governmental Entity of competent jurisdiction shall have issued

a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise

prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory

Approval shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants

and agreements of such party set forth herein;

- 59 -

either Buyer or Seller if the Merger shall not have been consummated on or before the date that is the twelve (12) month anniversary

of the date of this Agreement (the “Termination Date”), unless the failure of the Closing to occur by such date shall

be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements

of such party set forth herein;

(d)            by

either Buyer or Seller (provided, that the terminating party is not then in material breach of any representation, warranty, obligation,

covenant or other agreement contained herein) if there shall have been a breach of any of the obligations, covenants or agreements or

any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement

on the part of Seller, in the case of a termination by Buyer, or Buyer, in the case of a termination by Seller, which breach or failure

to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties

to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 7.2,

in the case of a termination by Buyer, or Section 7.3, in the case of a termination by Seller, and which is not cured within

forty-five (45) days following written notice to Seller, in the case of a termination by Buyer, or Buyer, in the case of a termination

by Seller, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date);

(e)            by

Buyer prior to such time as the Requisite Seller Vote is obtained, if (i) Seller or the Board of Directors of Seller shall have

made a Recommendation Change or (ii) Seller or the Board of Directors of Seller shall have breached its obligations under Section 6.3

or 6.11 in any material respect; or

(f)            by

Seller, prior to such time as the Requisite Seller Vote is obtained, in order to enter into a definitive agreement providing for a Superior

Proposal, if Seller has complied in all material respects with Section 6.11 and the applicable provisions of Section 6.3(c) with

respect to such Superior Proposal.

The party desiring to terminate

this Agreement pursuant to clauses (b) through (f) of this Section 8.1 shall give written notice of such termination

to the other party in accordance with Section 9.5, specifying the provision or provisions hereof pursuant to which such termination

is effected.

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8.2            Effect

of Termination.

(a)            In

the event of termination of this Agreement by either Buyer or Seller as provided in Section 8.1, this Agreement shall forthwith

become void and have no effect, and none of Buyer, Seller, any of their respective Subsidiaries or any of the officers or directors of

any of them shall have any liability of any nature whatsoever hereunder, or in connection with the transactions contemplated hereby,

except that (i) Section 6.2(c), Section 6.12 and this Section 8.2 and Article IX

(other than Section 9.1) shall survive any termination of this Agreement, and (ii) notwithstanding anything to the contrary

contained in this Agreement, neither Buyer nor Seller shall be relieved or released from any liabilities or damages arising out of its

fraud or its willful and material breach of any provision of this Agreement.

(b)            In

the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall

have been communicated to or otherwise made known to the Board of Directors or senior management of Seller or shall have been made directly

to the shareholders of Seller generally or any person shall have publicly announced (and not withdrawn at least two (2) business

days prior to the Seller Meeting) an Acquisition Proposal, in each case with respect to Seller and (A) (1) thereafter this

Agreement is terminated by either Buyer or Seller pursuant to Section 8.1(c) without the Requisite Seller Vote having

been obtained (and all other conditions set forth in Sections 7.1 and 7.3 were satisfied or were capable of being

satisfied prior to such termination) or (2) thereafter this Agreement is terminated by Buyer pursuant to Section 8.1(d) as

a result of a willful breach by Seller, and (B) prior to the date that is twelve (12) months after the date of such termination,

Seller enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same

Acquisition Proposal as that referred to above), then Seller shall, on the earlier of the date it enters into such definitive agreement

and the date of consummation of such transaction, pay Buyer, by wire transfer of same day funds, a fee equal to $9,000,000 (the “Termination

Fee Amount”); provided, that for purposes of this Section 8.2(b), all references in the definition of Acquisition

Proposal to “twenty-five percent (25)%” shall instead refer to “fifty percent (50%)”.

the event that this Agreement is terminated by Buyer pursuant to Section 8.1(e) or by Seller pursuant to Section 8.1(f),

then Seller shall pay by wire transfer of same day funds, the Termination Fee Amount within two (2) business days of the date of

such termination.

(d)            Notwithstanding

anything to the contrary herein, but without limiting the right of Buyer to recover liabilities or damages arising out of Seller’s

fraud or its willful and material breach of any provision of this Agreement, in no event shall Seller be required to pay the Termination

Fee Amount more than once.

(e)            Each

of Buyer and Seller acknowledges that the agreements contained in this Section 8.2 are an integral part of the transactions

contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement; accordingly,

if Seller fails promptly to pay the amount due pursuant to this Section 8.2, and, in order to obtain such payment, Buyer

commences a suit that results in a judgment against Seller for the Termination Fee Amount or any portion thereof, Seller shall pay the

costs and expenses of Buyer (including reasonable attorneys’ fees and expenses) in connection with such suit. In addition, if Seller

fails to pay the amounts payable pursuant to this Section 8.2, then Seller shall pay interest on such overdue amounts (for

the period commencing as of the date that such overdue amount was originally required to be paid and ending on the date that such

overdue amount is actually paid in full) at a rate per annum equal to the “prime rate” published in The Wall Street Journal

on the date on which such payment was required to be paid and ending on the date that such overdue amount is actually paid. The amounts

payable by Seller pursuant to Section 8.2(b), Section 8.2(c) and this Section 8.2(e), constitute

liquidated damages and not a penalty, and except in the case of fraud or willful and material breach, shall be the sole monetary remedy

of Buyer in the event of a termination of this Agreement specified in such applicable section.

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Article IX

GENERAL PROVISIONS

9.1            Nonsurvival

of Representations, Warranties and Agreements. None of the representations, warranties, covenants or agreements in this Agreement

or in any instrument delivered pursuant to this Agreement (other than the Confidentiality Agreement, which shall survive in accordance

with its terms) shall survive the Effective Time, except for Section 6.7 and for those other covenants and agreements contained

herein and therein which by their terms apply or are to be performed in whole or in part after the Effective Time.

9.2            Amendment.

Subject to compliance with applicable law, this Agreement may be amended by the parties hereto at any time before or after the receipt

of the Requisite Seller Vote; provided, that after approval of the Merger and the other transactions contemplated by this Agreement

by the shareholders of Seller, there may not be, without further approval of the shareholders of Seller, any amendment of this Agreement

that requires such further approval under applicable law. This Agreement may not be amended, modified or supplemented in any manner,

whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed

on behalf of each of the parties hereto.

9.3            Extension;

Waiver. At any time prior to the Effective Time, each of the parties hereto may, to the extent legally allowed, (a) extend the

time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations

and warranties of the other party contained herein or in any document delivered by such other party pursuant hereto, and (c) waive

compliance with any of the agreements or satisfaction of any conditions for its benefit contained herein; provided, that after

the receipt of the Requisite Seller Vote, there may not be, without further approval of the shareholders of Seller, as applicable, any

extension or waiver of this Agreement or any portion thereof that requires such further approval under applicable law. Any agreement

on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf

of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition

shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

9.4            Expenses.

Except as otherwise provided in Section 8.2, all costs and expenses incurred in connection with this Agreement and the transactions

contemplated hereby shall be paid by the party incurring such expense; provided, that the costs and expenses of printing and mailing

the Proxy Statement and all filing and other fees paid to the SEC or any other Governmental Entity in connection with the Merger shall

be borne equally by Buyer and Seller.

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9.5            Notices.

All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if

delivered personally, or if by e-mail, upon confirmation of receipt, (b) on the first (1st) business day following the date of dispatch

if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth

(5th) business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid.

All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated

in writing by the party to receive such notice:

if to Buyer, to:

First Financial Bancorp.

255 East 5th Street, Suite 2900

Cincinnati, OH 45202

Attention: Karen

B. Woods, General Counsel and Chief Administrative Officer

Email: karen.woods@bankatfirst.com

With a copy (which shall not constitute notice) to:

Squire Patton Boggs (US) LLP

201 E. Fourth Street, Suite 1900

Cincinnati, OH 45202

Attention: James J. Barresi

Email: James.Barresi@squirepb.com

if to Seller, to:

Finward Bancorp

9204 Columbia Avenue

Munster, IN 46321

Attention: Benjamin

Bochnowski

Email: bbochnowski@ibankpeoples.com

With a copy (which shall

not constitute notice) to:

Finward Bancorp

9204 Columbia Avenue

Munster, IN 46321

Attention: David

J. Kwait, J.D.

Email: dkwait@ibankpeoples.com

and

Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 W Madison Street, Suite 3900

Chicago, IL 60606

Attention: Abdul Mitha

Email: abdul.mitha@bfkn.com

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9.6            Interpretation.

The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent

or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof

shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. When a reference is made

in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or

Schedule to this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference

purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,”

“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the

words “without limitation.” The word “or” shall not be exclusive. References to “the date hereof”

mean the date of this Agreement. As used in this Agreement, the “knowledge” of Seller means the actual knowledge of

any of the officers of Seller listed on Section 9.6 of the Seller Disclosure Schedule, and the “knowledge”

of Buyer means the actual knowledge of any of the officers of Buyer listed on Section 9.6 of the Buyer Disclosure Schedule.

As used herein, (a) “business day” means any day other than a Saturday, a Sunday or a day on which banks in the

State of Ohio are authorized by law or executive order to be closed, (b) “person” means any individual, corporation

(including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization,

Governmental Entity or other entity of any kind or nature, (c) an “affiliate” of a specified person is any person

that directly or indirectly controls, is controlled by, or is under common control with, such specified person, (d) “made

available” means any document or other information that (i) is included in the virtual data room of a party prior to the

date hereof or (ii) filed by a party with the SEC and publicly available on EDGAR prior to the date hereof and (e) the “transactions

contemplated hereby” and “transactions contemplated by this Agreement” shall include the Merger and the

Bank Merger. The Seller Disclosure Schedule and the Buyer Disclosure Schedule, as well as all other schedules and all exhibits hereto,

shall be deemed part of this Agreement and included in any reference to this Agreement. All references to “dollars”

or “$” in this Agreement are to United States dollars. This Agreement shall not be interpreted or construed to require

any person to take any action, or fail to take any action, if to do so would violate any applicable law.

9.7            Counterparts.

This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective

when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need

not sign the same counterpart.

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9.8            Entire

Agreement. This Agreement (including the documents and the instruments referred to herein) together with the Confidentiality Agreement

constitutes the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among

the parties with respect to the subject matter hereof.

9.9            Governing

Law; Jurisdiction.

(a)            This

Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to any applicable conflicts

of law.

(b)            Each

party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions

contemplated hereby exclusively in the U.S. Federal District Court in the Southern District of Ohio or, if that court does not have subject

matter jurisdiction, in any state court located in The City of Cincinnati in the State of Ohio (the “Chosen Courts”),

and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably

submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding

in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over

any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is

given in accordance with Section 9.5.

9.10          Waiver

of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE

COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED

BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY

LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH

PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY

UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH

PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

- 65 -

9.11          Assignment;

Third-Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by

any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party. Any purported

assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure

to the benefit of and be enforceable by the parties and their respective successors and assigns. Except as otherwise specifically provided

in Section 6.7, this Agreement (including the documents and instruments referred to herein) is not intended to, and does

not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations

and warranties set forth herein. The representations and warranties in this Agreement are the product of negotiations among the parties

hereto and are for the sole benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by

the parties hereto in accordance herewith without notice or liability to any other person. In some instances, the representations and

warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless

of the knowledge of any of the parties hereto. Consequently, persons other than the parties may not rely upon the representations and

warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other

date.

9.12          Specific

Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in

accordance with its specific terms or otherwise breached. Accordingly, the parties shall be entitled to specific performance of the terms

hereof, including an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically

the performance of the terms and provisions hereof (including the parties’ obligation to consummate the Merger), in addition to

any other remedy to which they are entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any

action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security or

a bond as a prerequisite to obtaining equitable relief.

9.13          Severability.

Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective

and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or

unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability

shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed

and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to

be only so broad as is enforceable.

9.14          Confidential

Supervisory Information. Notwithstanding any other provision of this Agreement, no disclosure, representation or warranty shall be

made (or other action taken) pursuant to this Agreement that would involve the disclosure of confidential supervisory information (including

confidential supervisory information as defined or identified in 12 C.F.R. § 261.2(b) and 12 C.F.R. § 4.32(b))

of a Governmental Entity by any party to this Agreement to the extent prohibited by applicable law. To the extent legally permissible,

appropriate substitute disclosures or actions shall be made or taken under circumstances in which the limitations of the preceding sentence

apply.

- 66 -

9.15          Delivery

by Electronic Transmission. This Agreement and any signed agreement or instrument entered into in connection with this Agreement,

and any amendments or waivers hereto or thereto, to the extent signed and delivered by e-mail delivery of a “.pdf” format

data file or other electronic means, shall be treated in all manner and respects as an original agreement or instrument and shall be

considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto

or to any such agreement or instrument shall raise the use of e-mail delivery of a “.pdf” format data file or other electronic

means to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument was

transmitted or communicated through the use of e-mail delivery of a “.pdf” format data file or other electronic means as

a defense to the formation of a contract and each party hereto forever waives any such defense.

9.16          No

Other Representations or Warranties.

(a)            Except

for the representations and warranties made by Seller in Article III and by Buyer in Article IV, neither Seller,

Buyer, nor any other person makes any express or implied representation or warranty with respect to Seller, Buyer or their respective

Subsidiaries, or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and

each of Seller and Buyer hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing

disclaimer, neither Seller nor Buyer, as applicable, nor any other person makes or has made any representation or warranty to Buyer or

Seller, as applicable, or any of their respective affiliates or Representatives with respect to (i) any financial projection, forecast,

estimate, budget or prospective information relating to Seller or Buyer, as applicable, or any of their respective Subsidiaries or their

respective businesses, or (ii) except for the representations and warranties made by Seller in Article III and by Buyer

in Article IV, any oral or written information presented to Buyer or Seller, as applicable, or any of their respective affiliates

or Representatives in the course of their respective due diligence investigation of Seller or Buyer, as applicable, the negotiation of

this Agreement or in the course of the transactions contemplated hereby.

(b)            Each

of Seller and Buyer acknowledges and agrees that neither Buyer, Seller nor any other person has made or is making any express or implied

representation or warranty other than those contained in Article III and Article IV.

[Signature Page Follows]

- 67 -

IN WITNESS WHEREOF, Buyer

and Seller have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above

written.

first

financial bancorp.

By:

/s/ Archie Brown

Name: Archie Brown

Title: President and Chief

Executive Officer

Finward

bancorp

By:

/s/ Benjamin Bochnowski

Name: Benjamin Bochnowski

Title: President and Chief

Executive Officer

[Signature Page to Agreement

and Plan of Merger]

Exhibit A

Form of Bank Merger Agreement

AGREEMENT AND PLAN OF MERGER OF

PEOPLES BANK

WITH AND INTO

FIRST FINANCIAL BANK

This Agreement and Plan of

Merger (this “Agreement”), dated as of [_______], 2026, is made by and between First Financial Bank, an Ohio state-chartered

bank (the “Surviving Bank”), and Peoples Bank, an Indiana state-chartered bank (the “Merging Bank”).

WITNESSETH:

WHEREAS, Surviving

Bank, with its main office located in Cincinnati, Ohio, all the issued and capital stock of which is owned directly by First Financial

Bancorp., an Ohio corporation (“Buyer”), has authorized capital stock consisting of 1,259,333 shares of common stock,

par value $8.00 per share, all of which shares of common stock are issued and outstanding as of the date hereof;

WHEREAS, Merging Bank,

with its main office located in Munster, Indiana, all of the issued and capital stock of which is owned directly by Finward Bancorp, an

Indiana corporation (“Seller”), has authorized capital stock consisting of 1,000 shares of common stock, no par value,

all of which shares of common stock are issued and outstanding as of the date hereof;

WHEREAS, Buyer and

Seller have entered into an Agreement and Plan of Merger, dated as of July 21, 2026 (as amended and/or supplemented from time to time,

the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, Seller will merge with and

into Buyer, with Buyer surviving the merger as the surviving corporation and continuing as the direct parent of Surviving Bank and becoming

the direct parent of Merging Bank (the “Merger”);

WHEREAS, contingent

upon the consummation of the Merger, on the terms and subject to the conditions contained in the Merger Agreement, the parties to this

Agreement intend to effect the merger of Merging Bank with and into Surviving Bank, with Surviving Bank surviving the merger (the “Bank

Merger”); and

WHEREAS, the Board

of Directors of Surviving Bank and the Board of Directors of Merging Bank deem the Bank Merger desirable and in the best interests of

their respective banks and have authorized and approved the execution and delivery of this Agreement and the transactions contemplated

hereby.

NOW, THEREFORE, in

consideration of the promises and of the mutual agreements herein contained, the parties hereto do hereby agree as follows:

ARTICLE

Bank Merger

Section 1.01

The Bank Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), Merging

Bank shall be merged with and into Surviving Bank in accordance with the banking provisions of the Ohio Revised Code (the “Ohio

Code”), the Indiana Code (the “Indiana Code”), 12 U.S.C. § 1828(c), and 12 U.S.C. § 1831u. At the

Effective Time, the separate existence of Merging Bank shall cease, and Surviving Bank, as the surviving entity, shall continue its existence

under the laws of the State of Ohio as an Ohio state-chartered bank. All rights, franchises, and interests of Merging Bank in and to every

type of property (real, personal, and mixed) and choses in action shall be transferred to and vested in Surviving Bank by virtue of the

Bank Merger without any deed or other transfer. Surviving Bank, upon the Bank Merger and without any order or other action on the part

of any court or otherwise, shall hold and enjoy all rights of property, franchises, and interests, including appointments, designations,

and nominations, and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates,

assignee, and receiver, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and

interests were held or enjoyed by Merging Bank at the time of the Bank Merger. Surviving Bank shall be responsible for all of the liabilities

of every kind and description, including liabilities arising from the operation of any trust department, of each of the merging banks

existing as of the Effective Time of the Bank Merger. Immediately following the Effective Time, Surviving Bank shall continue to operate

the main or principal office and each of the branches of Merging Bank existing as of the Effective Time as branches of Surviving Bank

at the officially designated address of each such office or branch and shall continue to operate each of the branches of Surviving Bank

existing at the Effective Time.

Section 1.02

Closing. The closing of the Bank Merger will take place immediately following the Merger or at such other time and date

as Buyer may determine in its sole discretion, but in no case prior to the date on which all of the conditions precedent to the consummation

of the Bank Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof,

at such place as is agreed by the parties hereto.

Section 1.03

Effective Time. Subject to applicable law, the Bank Merger shall become effective at the “Effective Time”,

which shall mean the date and time set forth in: (a) a certificate of merger delivered to the Ohio Department of Commerce, Division of

Financial Institutions (“ODFI”) and filed by the ODFI with the Ohio Secretary of State in accordance with the Ohio

Code, and (b) the articles of merger filed with the Indiana Secretary of State in accordance with the Indiana Code.

Section 1.04

Articles of Incorporation and Code of Regulations. The articles of incorporation and code of regulations of Surviving Bank

in effect immediately prior to the Effective Time shall be the articles of incorporation and code of regulations of Surviving Bank, in

each case until amended in accordance with applicable law and the terms thereof.

Section 1.05

Board of Directors. At the Effective Time, the board of directors of Surviving Bank shall consist of those persons designated

by Buyer at the Effective Time.

Section 1.06

Officers. At the Effective Time, the officers of Surviving Bank shall continue to serve in their respective capacity as

officers of Surviving Bank, except as may be designated by Buyer at the Effective Time.

Section 1.07

Name and Main Office. The name of Surviving Bank shall be “First Financial Bank” and the main office of Surviving

Bank shall be at 255 East 5th Street, Suite 2900, Cincinnati, Ohio 45202.

Section 1.08

Tax Treatment. It is the intention of the parties that the Bank Merger be treated for U.S. federal income tax purposes as

a “tax free reorganization” pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended.

-2-

ARTICLE

Consideration

Section 2.01

Effect on Merging Bank Capital Stock. At the Effective Time, by virtue of the Bank Merger and without any action on the

part of the holder of any capital stock of Merging Bank, all shares of Merging Bank capital stock issued and outstanding shall be automatically

cancelled and retired and shall cease to exist, and no cash, new shares of common stock, or other property shall be delivered in exchange

therefor.

Section 2.02

Effect on Surviving Bank Capital Stock. Each share of Surviving Bank capital stock issued and outstanding immediately prior

to the Effective Time shall remain issued and outstanding and unaffected by the Bank Merger and shall immediately after the Effective

Time constitute all of the issued and outstanding capital stock of Surviving Bank.

ARTICLE

III

COVENANTS

Section 3.01

During the period from the date of this Agreement and continuing until the Effective Time, subject to the provisions of the Merger

Agreement, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause

to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions

contemplated by this Agreement.

ARTICLE

Conditions Precedent

Section 4.01

The Bank Merger and the respective obligations of each party hereto to consummate the Bank Merger are subject to the fulfillment

or written waiver of each of the following conditions prior to the Effective Time:

(i) The approval of (A) the Board of Governors of the Federal Reserve System under 12 U.S.C. § 1828(c) and 12 U.S.C. §

1831u, and (B) the ODFI under the Ohio Code with respect to the Bank Merger shall have been obtained and shall be in full force and effect,

and all related waiting periods shall have expired or been terminated, and (ii) all applicable notices and filings shall have been made

to the Indiana Department of Financial Institutions under the Indiana Code; and all other material consents, approvals, permissions, and

authorizations of, filings and registrations with, and notifications to, all governmental authorities required for the consummation of

the Bank Merger shall have been obtained or made and shall be in full force and effect and all waiting periods required by law shall have

expired or been terminated.

The Merger shall have been consummated in accordance with the terms of the Merger Agreement.

-3-

No order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or

prohibition preventing the consummation of the Bank Merger shall be in effect and no law, statute, rule, regulation, order, injunction

or decree shall have been enacted, entered, promulgated or enforced by any governmental entity which prohibits or makes illegal consummation

of the Bank Merger.

This Agreement shall have been ratified, confirmed and approved by the sole shareholder of each of Surviving Bank and Merging Bank.

ARTICLE

Termination and amendment

Section 5.01

Termination. This Agreement may be terminated at any time prior to the Effective Time by an instrument executed by

each of the parties hereto. This Agreement will terminate automatically without any action by the parties hereto upon the termination

of the Merger Agreement.

Section 5.02

Amendment. This Agreement may be amended by an instrument in writing signed on behalf of each of the parties hereto.

ARTICLE

GENERAL PROVISIONS

Section 6.01

Representations and Warranties. Each of the parties hereto represents and warrants that this Agreement has been duly authorized,

executed, and delivered by such party and constitutes the legal, valid, and binding obligation of such party, enforceable against it in

accordance with the terms hereof. Merging Bank further represents and warrants that Merging Bank does not have any liabilities or obligations

arising from or relating to any liquidation account previously established by Merging Bank and that any such liquidation account has been

eliminated.

Section 6.02

Nonsurvival of Agreements. None of the agreements in this Agreement or in any instrument delivered pursuant to this Agreement

shall survive the Effective Time.

Section 6.03

Interpretation. The words “hereof,” “herein,” and “hereunder” and words of similar import

when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section

references are to this Agreement unless otherwise specified. The headings contained in this Agreement are for reference purposes only

and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes,”

or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

References to “the date hereof” shall mean the date of this Agreement.

-4-

Section 6.04

Counterparts. This Agreement may be executed in two (2) or more counterparts (including by facsimile or other electronic

means), all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each

of the parties and delivered to the other party, it being understood that each party need not sign the same counterpart.

Section 6.05

Entire Agreement. This Agreement (including the documents and the instruments referred to herein) constitutes the entire

agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject

matter of this Agreement, other than the Merger Agreement.

Section 6.06

Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Ohio applicable

to agreements made and to be performed wholly within such state, except to the extent that the federal laws of the United States shall

be applicable hereto.

Section 6.07

Assignment. Neither this Agreement nor any of the rights, interests, or obligations may be assigned by any of the parties

hereto (whether by operation of law or otherwise) and any attempted assignment in contravention of this Section 6.07 shall be null

and void.

-5-

IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be executed in counterparts by their duly authorized officers and attested by their officers

thereunto duly authorized, all as of the day and year first above written.

FIRST FINANCIAL BANK

By:

Name:

Title:

PEOPLES BANK

By:

Name:

Title:

[Signature Page to Bank Merger Agreement]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620858d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

First Financial Bancorp Announces Second Quarter

2026 Financial Results, Quarterly Dividend Increase & Acquisition of Finward Bancorp

· Earnings per diluted share of $0.73; $0.80 on an adjusted(1) basis is highest in Company history

· Return on average assets of 1.37%; 1.50% on an adjusted(1) basis

· Net interest margin on FTE basis(1) of 3.98%

· Loan growth of $240 million, or 7.1% on an annualized basis

· Net charge-offs 0.20% of total loans

· ROTCE of 18.0%; 19.7% on adjusted(1) basis

· Board of Directors approved quarterly dividend increase to $0.26 to be paid in 3Q26

· Agreement to acquire Finward Bancorp, the holding company for Peoples Bank, in all stock transaction

Cincinnati, Ohio - July 21, 2026. First Financial Bancorp. (Nasdaq:

FFBC) (“First Financial” or the “Company”) announced financial results for the three and six months ended June 30,

2026, as well as the pending acquisition of Finward Bancorp ("Finward").

Second Quarter Financial Results

For the three months ended June 30, 2026, the Company reported

net income of $76.5 million, or $0.73 per diluted common share. These results compare to net income of $74.4 million, or $0.71 per diluted

common share, for the first quarter of 2026. For the six months ended June 30, 2026, First Financial had earnings per diluted share

of $1.44 compared to $1.27 for the same period in 2025.

Return on average assets for the second quarter of 2026 was 1.37% while

return on average tangible common equity was 17.95%(1). These compare to return on average assets of 1.34% and return on average

tangible common equity of 17.78%(1) in the first quarter of 2026.

Second quarter 2026 highlights include:

· Robust net interest margin of 3.96%, or 3.98% on a fully tax-equivalent basis(1)

◦ 1 bp decline from first quarter driven by a 7 bp decline in asset yields, which was partially offset by a 6 bp decrease in funding

costs

◦ Decline in loan accretion diluted net interest margin 5 bps; accretion decline primarily related to lower-than-expected prepayment

rates on acquired mortgage loans

· Noninterest income of $73.8 million; $71.9 million on an adjusted(1) basis

◦ Adjustments include a $0.3 million loss on securities and $2.2 million of acquisition-related adjustments

◦ Leasing business income continues strong performance with a 5.3% increase from first quarter to $22.8 million

◦ Other noninterest income increased $3.6 million, or 111.3%, from the linked quarter, due to higher income from bank owned life insurance

and limited partnership investments

◦ Foreign exchange income of $13.1 million

· Noninterest expenses of $161.5 million, or $149.1 million as adjusted(1); 3.7% decrease from linked quarter

◦ Adjustments(1) include $11.6 million of acquisition related expenses and $0.8 million of amortization of tax credit

investments and other expenses not expected to recur

◦ Decrease from prior quarter driven by lower compensation costs

◦ Efficiency ratio of 61.2%; 56.8% as adjusted(1)

(1) Non-GAAP measure. For details on the

calculation of these non-GAAP financial measures and a reconciliation to the GAAP financial measure, see the sections titled “Use

of Non-GAAP Financial Measures” in this release and “Appendix: Non-GAAP to GAAP Reconciliation” in the accompanying

slide presentation.

· Strong loan growth during the quarter

◦ End of period loan balances increased $240 million compared to the linked quarter

◦ Quarterly growth was broad-based, highlighted by C&I, Summit and seasonal growth from Agile

· Stable deposit balances during the quarter

◦ Total average deposit balances increased $41 million, or 0.9% on an annualized basis

◦ Growth in interest-bearing demand accounts and seasonal influx of public funds offset a decline in time deposits and brokered CDs

◦ Excluding brokered CD, average deposits increased $168.6 million

· Total Allowance for Credit Losses of $208.2 million; Total quarterly provision expense of $8.2 million

◦ Loans and leases - ACL of $189.9 million

◦ ACL to total loans of 1.38%; increased 2 bps from linked quarter

◦ Unfunded Commitments - ACL of $18.3 million

◦ Annualized net charge-offs were 20 bps of total loans; 15 bp decline from linked quarter

◦ Slight declines in classified and nonperforming assets

· Capital ratios remain strong

◦ Total capital ratio increased 5 bps to 15.75%

◦ Tier 1 common equity increased 11 bps to 12.33%

◦ Tangible common equity of 8.24%(1); 9.30%(1) excluding impact from AOCI

◦ Tangible book value per share of $16.64(1); 3.0% increase from linked quarter

Additionally, the Board of Directors approved a quarterly dividend

of $0.26 per common share for the next regularly scheduled dividend, payable on September 15, 2026 to shareholders of record as of

September 1, 2026.

Archie Brown, President and CEO commented on Second Quarter results,

“The second quarter was another active quarter as we remained focused on post-integration efforts related to the Westfield acquisition

and successfully converted BankFinancial systems. Our second quarter operating results were strong, and we are very pleased with our performance.

Adjusted(1) net income for the period was a record $83.9 million or $0.80 per share, with an adjusted(1) return

on assets of 1.50% and an adjusted(1) return on tangible common equity of 19.7%. These adjusted(1) earnings

per share represented an 8% increase from the second quarter of 2025 and were driven by increases in earning assets from a combination

of organic loan growth and our recent acquisitions. Our net interest margin was stable at approximately 4.00% as lower funding costs offset

a decline in loan accretion income. Assuming no significant changes in interest rates, we expect our margin to remain stable over the

near-term.”

Mr. Brown continued, “Loan growth for the quarter was 7%

on an annualized basis, and reflected continued momentum across the portfolio with C&I, Agile and Summit being the primary drivers

of our increase in balances. Loan originations increased 23% over the first quarter and advanced stage pipelines remain strong heading

into the back half of the year. We expect loan production to remain healthy and contribute to solid growth in the third quarter.”

Mr. Brown commented on fee income and expenses, “Second

quarter adjusted(1) fee income was below our expectations. After a very strong first quarter, lower foreign exchange,

swap income and investment banking fees led to a decline in total noninterest income compared to the linked quarter. While results in

these business lines can vary from quarter to quarter, we anticipate a rebound in the third quarter. Conversely, adjusted(1) noninterest

expenses were materially lower than the linked quarter, driven by lower commission expense, payroll taxes and acquisition-related synergies.

As of June 30th, virtually all of the expected Westfield cost reductions have been realized, while savings related to the BankFinancial

acquisition will gradually phase in over the course of the third quarter with full synergies expected by quarter-end.”

Mr. Brown commented on asset quality and capital, “Asset

quality was stable for the quarter with net charge-offs declining by 15 basis points to 0.20% of total loans. Capital levels remain strong

with tangible common equity increasing to 8.2% and tangible book value increasing 3% from the linked quarter to $16.64. No shares were

repurchased during the quarter as we focused on integrating recent acquisitions and preparing for the acquisition of Finward.”

(1) Non-GAAP measure. For details on the

calculation of these non-GAAP financial measures and a reconciliation to the GAAP financial measure, see the sections titled “Use

of Non-GAAP Financial Measures” in this release and “Appendix: Non-GAAP to GAAP Reconciliation” in the accompanying

slide presentation.

Mr. Brown concluded, “The second quarter was another

great quarter for our Company. We achieved record earnings while successfully integrating two bank acquisitions and positioning the

Company for continued success in the second half of the year. Regarding the acquisitions, we are most pleased with how our newer

associates have assimilated into the Company. They remain deeply committed to serving their clients and communities, and their

efforts have been instrumental in strong client retention levels. We are thankful for their dedication, hard work and client-focused

approach over the past year. I am very proud of the work our teams have done throughout the integration process, and their efforts

position us for success in our newly expanded markets.”

Full detail of the Company’s second quarter 2026 performance

is provided in the accompanying financial statements and slide presentation.

Finward Bancorp Acquisition

· First Financial Bancorp. has agreed to acquire Finward Bancorp, the holding company for Peoples Bank, headquartered in Munster, Indiana

· Strategically expands First Financial's presence in northwest Indiana and Chicago, with the addition of a low cost core deposit

franchise and 24 locations

· Finward has approximately $2.0 billion in assets, $1.7 billion in deposits, $1.5 billion in loans and $412 million in assets under

management

· Transaction is expected to be approximately 5% accretive to First Financial’s earnings per share

First Financial Bancorp. (Nasdaq: FFBC) and Finward Bancorp (Nasdaq:

FNWD) jointly announced today that they have entered into an agreement by which First Financial will acquire Munster-based Finward in

an all-stock transaction, further expanding First Financial’s presence in the economically robust Chicagoland market with a strong

core deposit franchise including 24 financial centers and a 116 year presence in the Northwest Indiana and Chicago markets. Combined with

the 15 retail locations from First Financial’s recent acquisition in the Chicagoland market, the Finward acquisition enhances First

Financial’s market presence and increases its pro forma deposits in the Chicago metropolitan statistical area by 75% to over $4

billion.

"The addition of Finward Bancorp and Peoples Bank is expected

to strategically expand First Financial’s ability to serve the consumers and businesses of the Chicagoland and Northwest Indiana

markets. We are excited to partner with a bank with a similar operating philosophy and strong credit culture,” said Archie Brown,

President and Chief Executive Officer of First Financial Bank. “We have built an impressive combination of retail and commercial

banking services, wealth management services, and specialty banking solutions, complemented by our client-centered, community-focused

business model, that offers an alternative to larger banks. To demonstrate our further commitment to Chicago and Northwest Indiana, First

Financial has committed to donate $500,000 to its Foundation for the benefit of local organizations in the communities served by Finward,

in addition to the $1 million we donated to the Foundation when we entered the Chicago market with the completed acquisition of BankFinancial

Corporation in January 2026.”

Upon completion of the transaction, Finward’s consumer, trust/wealth

management and commercial credit lines of business will be incorporated into First Financial’s respective business lines, and

Peoples Bank employees will become First Financial associates.

“This partnership represents an exciting next chapter for our

organization and the communities we serve,” said Benjamin Bochnowski, Chief Executive Officer of Peoples Bank. “First Financial

shares our deep commitment to customers, employees, shareholders, and the communities that have placed their trust in us for more than

100 years. Together, we are accelerating our common strategy to better serve the Chicagoland and Northwest Indiana markets. We are creating

a stronger regional banking franchise with expanded capabilities, greater resources, and a sharper focus on delivering exceptional service.

We are confident this partnership will create meaningful opportunities for our customers and employees, while preserving the community-centered

values that have defined our organization for generations.”

Through this addition, First Financial continues its recent period

of growth, including the recent acquisitions of Westfield Bancorp in Northeast Ohio and BankFinancial Corporation in Chicago, and its

commercial banking expansion into Chicago, Cleveland and Grand Rapids. First Financial’s Midwestern base includes Chicago, IL;

Cincinnati, Dayton, Cleveland and Columbus, OH; Indianapolis, IN; and Louisville, KY. The acquisition of Finward enhances First Financial’s

existing Chicagoland footprint that includes its commercial loan production office in Fulton Market; the Agile Premium Finance division

in Lincolnshire, IL; and Bannockburn Capital Markets in downtown Chicago. Additionally in the area, First Financial offers retail

and business banking solutions in Northwest Indiana and Northeast Illinois.

Transaction Terms

Under the terms of the agreement, each outstanding share of Finward

common stock will be converted into the right to receive 1.35 shares of First Financial common stock, valuing the transaction at approximately

$208 million, based on First Financial’s closing stock price on July 20, 2026. The transaction is expected to be approximately

5% accretive to First Financial’s earnings per share, and First Financial’s tangible book value per share (“TBV”)

at closing is estimated to be only slightly diluted (0.4% dilution) with an anticipated TBV earnback of 0.6 years. The merger agreement

has been unanimously approved by the Boards of Directors of First Financial and Finward.

The transaction is expected to close in the fourth quarter of 2026,

subject to satisfaction of customary closing conditions, regulatory approvals and approval of Finward’s shareholders.

Transaction Advisors

Morgan Stanley & Co. LLC is serving as financial advisor to

First Financial. Stephens Inc. is serving as financial advisor to Finward and rendered a fairness opinion to Finward’s Board of

Directors. Squire Patton Boggs, (US) LLP is serving as legal counsel to First Financial. Barack Ferrazzano Kirschbaum & Nagelberg

LLP is serving as legal counsel to Finward.

Teleconference / Webcast Information

First Financial’s executive management will host a conference

call to discuss the Company’s financial and operating results on Wednesday, July 22, 2026 at 8:30 a.m. Eastern Time. Members

of the public who would like to listen to the conference call should dial (833) 461-5787 (U.S. toll free), meeting ID 657340574. The number

should be dialed five to ten minutes prior to the start of the conference call. The conference call will also be accessible as an audio

webcast via the Investor Relations section of the Company’s website at www.bankatfirst.com. The webcast will be archived

on the Investor Relations section of the Company’s website for 12 months.

Press Release and Additional Information on Website

This press release as well as supplemental information are available

to the public through the Investor Relations section of First Financial's website at www.bankatfirst.com.

Use of Non-GAAP Financial Measures

This earnings release contains GAAP financial measures and Non-GAAP

financial measures where management believes it to be helpful in understanding the Company’s results of operations or financial

position. Where Non-GAAP financial measures are used, the comparable GAAP financial measures, as well as a reconciliation to the comparable

GAAP financial measure, can be found in the section titled “Appendix: Non-GAAP to GAAP Reconciliation” in the accompanying

slide presentation.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of

1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and

Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements

include, but are not limited to, (a) statements regarding First Financial Bancorp's (the "Company" or "First Financial")

operations, such as (i) our future operating or financial performance, including revenues, income or loss and earnings per share,

(ii) future common stock dividends, (iii) our capital structure, including future capital levels, (iv) our plans, objectives

and strategies, and (v) the assumptions that underlie our forward-looking statements; and (b) statements regarding the proposed

transaction, such as (i) statements regarding the outlook and expectations of First Financial and Finward Bancorp ("Finward"),

respectively, with respect to the proposed transaction, (ii) the strategic benefits and financial benefits of the proposed transaction,

including the expected impact of the proposed transactions on the combined First Financial’s future financial performance (including

anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), (iii) the

timing of the closing of the proposed transaction, and (iv) the ability to successfully integrate the combined businesses. Such statements

are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,”

“could,” “should,” “would,” “believe,” “contemplate,” “expect,”

“estimate,” “continue,” “plan,” “project” and “intend,” as well as words of

similar meaning or other statements concerning opinions or judgment of First Financial or Finward or their respective management about

future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties

and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause

actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Any reference to

forward-looking statements by Finward herein is solely related to the proposed transaction. Such risks, uncertainties and assumptions

include, among others, the following:

Risks, uncertainties and assumptions regarding First Financial’s

operations

· economic, market, liquidity, credit, interest rate, operational and technological risks associated with First Financial’s business;

· future credit quality and performance, including our expectations regarding future loan losses and our allowance for credit losses;

· the effect of and changes in policies and laws or regulatory agencies, including the Dodd-Frank Wall Street Reform and Consumer Protection

Act and other legislation and regulation relating to the banking industry;

· management’s ability to effectively execute its business plans;

· pursuit of mergers and acquisitions, including costs or difficulties related to the acquisition and/or integration of any acquired

companies;

· the possibility that any of the anticipated benefits of First Financial’s prior or contemplated acquisitions will not be realized

or will not be realized within the expected time period;

· the effect of changes in accounting policies and practices;

· changes in consumer spending, borrowing and saving and changes in unemployment;

· changes in customers’ performance and creditworthiness;

· the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

· current and future economic and market conditions, including the effects of changes in housing prices, fluctuations in unemployment

rates, U.S. fiscal debt, budget and tax matters, geopolitical matters, trade and tariff policies, and any slowdown in global economic

growth;

· our capital and liquidity requirements (including under regulatory capital standards, such as the Basel III capital standards) and

our ability to generate capital internally or raise capital on favorable terms;

· financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our

revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services;

· the effect of the current interest rate environment or changes in interest rates or in the level or composition of our assets or liabilities

on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgage loans held for sale;

· the effect of a fall in stock market prices on our brokerage, asset and wealth management businesses;

· a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors or other service

providers, including as a result of cyber attacks;

· the effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; and

· our ability to develop and execute effective business plans and strategies.

Risks, uncertainties and assumptions regarding the proposed transaction

· the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate

the merger agreement;

· the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions

that could adversely affect the combined First Financial or the expected benefits of the proposed transaction) and the possibility that

the proposed transaction does not close when expected or at all because required regulatory approvals, the approval by Finward’s

shareholders, or other approvals and the other conditions to closing are not received or satisfied on a timely basis or at all;

· the outcome of any legal proceedings that may be instituted against First Financial or Finward;

· the possibility that the anticipated benefits of the proposed transaction, including anticipated synergies and strategic gains, are

not realized when expected or at all, including as a result of changes in, or problems arising from, general economic and market conditions,

interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic

and business areas in which First Financial and Finward operate;

· the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected;

· the impact of purchase accounting with respect to the proposed transaction, or any change in the assumptions used regarding the assets

acquired and liabilities assumed to determine their fair value and credit marks;

· the possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result

of unexpected factors or events;

· the diversion of management’s attention from ongoing business operations and opportunities;

· potential adverse reactions of First Financial’s or Finward’s customers or changes to business or employee relationships,

including those resulting from the announcement or completion of the proposed transaction;

· a material adverse change in the financial condition of First Financial or Finward;

· changes in First Financial’s share price before closing;

· risks relating to the potential dilutive effect of shares of First Financial’s common stock to be issued in the proposed transaction;

· general competitive, economic, political and market conditions;

· the ability to retain key employees, management personnel and other associates of First Financial and Finward following announcement

or consummation of the proposed transaction;

· major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; and

· other factors that may affect future results of First Financial or Finward, including, among others, changes in asset quality and

credit risk; the inability to sustain revenue and earnings growth; changes in interest rates; deposit flows; inflation; customer borrowing,

repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and

other actions of the Federal Reserve Board, the Ohio Division of Financial Institutions, the Indiana Department of Financial Institutions,

and any other state or federal legislative and regulatory actions and reforms.

These factors are not necessarily all of the factors that could cause

First Financial, Finward, or the combined company’s actual results, performance or achievements to differ materially from those

expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could

harm the results of First Financial, Finward, or the combined company.

Although each of First Financial and Finward believes that its expectations

with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business

and operations, there can be no assurance that actual results of First Financial or Finward (as related to the proposed transaction) will

not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that

could cause results to differ materially from those described above can be found in each of First Financial’s and Finward’s

most recent annual report on Form 10-K for the fiscal year ended December 31, 2025, quarterly reports on Form 10-Q, and

other documents subsequently filed by First Financial and Finward with the Securities Exchange Commission (“SEC”). The actual

results anticipated for the proposed transaction or First Financial’s operations may not be realized or, even if substantially realized,

they may not have the expected consequences to or effects on First Financial, Finward or each of their respective businesses or operations.

Investors are cautioned not to rely too heavily on any such forward-looking statements. First Financial and Finward urge you to consider

all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by First Financial

and Finward. Forward-looking statements speak only as of the date they are made, and First Financial and Finward undertake no obligation

to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the

extent required by applicable law.

No Offer or Solicitation

This presentation does not constitute an offer to sell or the solicitation

of an offer to buy any securities or the solicitation of any vote or approval with respect to the proposed transaction between First Financial

and Finward. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933,

as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Important Additional Information about the Transaction and Where

to Find It

In connection with the proposed transaction, First Financial intends

to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register the shares of First

Financial capital stock to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement

of Finward and a prospectus of First Financial (the “Proxy Statement/Prospectus”), and First Financial and Finward may file

with the SEC other relevant documents concerning the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS

AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN THEY

BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, FINWARD AND THE PROPOSED TRANSACTION AND RELATED MATTERS.

A copy of the Registration Statement, Proxy Statement/Prospectus, as

well as other filings containing information about First Financial and Finward, may be obtained, free of charge, at the SEC’s website

(www.sec.gov) when they are filed. Copies of documents filed with the SEC by First Financial will be made available free of charge in

the "Investor Relations" section of First Financial's website, https://www.bankatfirst.com/about/investor-relations.html. Copies

of documents filed with the SEC by Finward will be made available free of charge in the "Investor Relations" section of Finward's

website, https://www.investorrelations.ibankpeoples.com. The information on First Financial’s and Finward’s websites is not,

and shall not be deemed to be, a part of this communication or incorporated into other filings either First Financial makes with the SEC.

Participants in Solicitation

Finward and its directors, executive officers, management and employees

may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information concerning Finward’s participants

is set forth in the Proxy Statement, dated April 3, 2026, for Finward’s 2026 annual meeting of stockholders as filed with the

SEC on Schedule 14A. Additional information regarding the participants in the solicitation of proxies in respect of the proposed transaction

and interests of participants of Finward in the solicitation of proxies in respect of the Merger will be included in the Registration

Statement and Proxy Statement/Prospectus to be filed with the SEC. Free copies of these documents, when available, may be obtained as

described in the preceding paragraph.

About First Financial Bancorp.

First Financial Bancorp. is a Cincinnati, Ohio based bank holding company.

As of June 30, 2026, the Company had $22.4 billion in assets, $13.7 billion in loans, $17.6 billion in deposits and $3.0 billion

in shareholders’ equity. The Company’s subsidiary, First Financial Bank, founded in 1863, provides banking and financial services

products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial

Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management

provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $4.6 billion

in assets under management as of June 30, 2026. The Company operated 151 full service banking centers as of June 30, 2026, located

in Ohio, Indiana, Kentucky and Illinois, while the Commercial Finance business lends into targeted industry verticals on a nationwide

basis. In 2025, First Financial Bank received its second consecutive Outstanding rating from the Federal Reserve for its performance under

the Community Reinvestment Act and was recognized as a Gallup Exceptional Workplace Award winner, one of only 70 Gallup clients worldwide

to receive this designation. Additional information about the Company, including its products, services and banking locations, is available

at www.bankatfirst.com.

About Finward Bancorp

Finward Bancorp is a locally managed and independent financial holding

company headquartered in Munster, Indiana, whose activities are primarily limited to holding the stock of Peoples Bank. Peoples Bank

provides a wide range of personal, business, electronic and wealth management financial services from its 24 locations in Lake and Porter

Counties in Northwest Indiana and Chicagoland. Finward Bancorp’s common stock is quoted on The NASDAQ Stock Market, LLC under the

symbol FNWD. The website ibankpeoples.com provides information on Peoples Bank’s products and services, and Finward Bancorp’s

investor relations.

Contact Information

Investors/Analysts

Media

Jamie Anderson

Tim Condron

Chief Financial Officer

Director of Corporate Communications

(513) 887-5400

(513) 979-5796

InvestorRelations@bankatfirst.com

media@bankatfirst.com

Selected Financial Information

June 30, 2026

(unaudited)

Contents

Page

Consolidated Financial Highlights

Consolidated Statements of Income

Consolidated Quarterly Statements of Income

4-5

Consolidated Statements of Condition

Average Consolidated Statements of Condition

Net Interest Margin Rate / Volume Analysis

8-9

Credit Quality

Capital Adequacy

FIRST FINANCIAL BANCORP.

CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars in thousands, except per share data)

(Unaudited)

Three

Months Ended,

Six

months ended,

June 30,

Mar. 31,

Dec. 31,

Sep. 30,

June 30,

2026

2025

2026

2025

RESULTS OF OPERATIONS

Net

income

$ 76,456

$ 74,445

$ 62,393

$ 71,923

$ 69,996

$ 150,901

$ 121,289

Net earnings per share - basic

$ 0.74

$ 0.72

$ 0.65

$ 0.76

$ 0.74

$ 1.45

$ 1.28

Net earnings per share - diluted

$ 0.73

$ 0.71

$ 0.64

$ 0.75

$ 0.73

$ 1.44

$ 1.27

Dividends declared per share

$ 0.25

$ 0.24

$ 0.50

$ 0.48

KEY

FINANCIAL RATIOS

Return on

average assets

1.37 %

1.34 %

1.22 %

1.54 %

1.52 %

1.36 %

1.33 %

Return on

average shareholders' equity

10.39 %

10.24 %

9.18 %

11.08 %

11.16 %

10.32 %

9.83 %

Return

on average tangible shareholders' equity (1)

17.95 %

17.78 %

16.27 %

19.11 %

19.61 %

17.87 %

17.44 %

Net interest

margin

3.96 %

3.97 %

3.96 %

3.99 %

4.01 %

3.96 %

3.93 %

Net

interest margin (fully tax equivalent) (1)(2)

3.98 %

3.99 %

3.98 %

4.02 %

4.05 %

3.98 %

3.96 %

Ending shareholders' equity

as a percent of ending assets

13.31 %

12.91 %

13.11 %

14.18 %

13.73 %

13.31 %

13.73 %

Ending tangible

shareholders' equity as a percent of:

Ending

tangible assets (1)

8.24 %

7.87 %

7.79 %

8.87 %

8.40 %

8.24 %

8.40 %

Risk-weighted

assets (1)

10.62 %

10.51 %

9.76 %

10.94 %

10.44 %

10.62 %

10.44 %

Average shareholders' equity

as a percent of average assets

13.18 %

13.12 %

13.31 %

13.87 %

13.66 %

13.15 %

13.52 %

Average

tangible shareholders' equity as a percent of average tangible assets (1)

8.08 %

8.01 %

7.97 %

8.54 %

8.26 %

8.04 %

8.10 %

Book value per share

$ 28.46

$ 28.02

$ 28.11

$ 27.48

$ 26.71

$ 28.46

$ 26.71

Tangible

book value per share (1)

$ 16.64

$ 16.15

$ 15.74

$ 16.19

$ 15.40

$ 16.64

$ 15.40

Common

equity tier 1 ratio (3)

12.33 %

12.22 %

11.32 %

12.91 %

12.57 %

12.33 %

12.57 %

Tier

1 ratio (3)

12.61 %

12.50 %

11.60 %

13.23 %

12.89 %

12.61 %

12.89 %

Total

capital ratio (3)

15.75 %

15.70 %

15.46 %

15.32 %

14.98 %

15.75 %

14.98 %

Leverage

ratio (3)

9.66 %

9.39 %

9.53 %

10.50 %

10.28 %

9.66 %

10.28 %

AVERAGE

BALANCE SHEET ITEMS

Loans

(4)

$ 13,619,039

$ 14,028,324

$ 12,812,267

$ 11,806,065

$ 11,792,840

$ 13,822,551

$ 11,758,972

Investment

securities

5,079,730

4,769,261

3,988,846

3,552,014

3,478,921

4,925,353

3,445,443

Interest-bearing

deposits with other banks

605,647

596,094

647,347

610,074

542,815

600,897

579,112

Total earning assets

$ 19,304,416

$ 19,393,679

$ 17,448,460

$ 15,968,153

$ 15,814,576

$ 19,348,801

$ 15,783,527

Total assets

$ 22,391,439

$ 22,459,721

$ 20,256,539

$ 18,566,188

$ 18,419,437

$ 22,425,392

$ 18,394,161

Noninterest-bearing

deposits

$ 3,811,391

$ 3,745,002

$ 3,436,709

$ 3,124,277

$ 3,143,081

$ 3,778,380

$ 3,117,203

Interest-bearing

deposits

13,875,384

13,900,550

12,521,948

11,387,648

11,211,694

13,887,898

11,180,835

Total deposits

$ 17,686,775

$ 17,645,552

$ 15,958,657

$ 14,511,925

$ 14,354,775

$ 17,666,278

$ 14,298,038

Borrowings

$ 891,636

$ 1,012,161

$ 848,650

$ 823,346

$ 910,573

$ 951,566

$ 955,704

Shareholders'

equity

$ 2,951,237

$ 2,947,585

$ 2,695,581

$ 2,575,203

$ 2,515,747

$ 2,949,421

$ 2,486,926

CREDIT

QUALITY RATIOS

Allowance

to ending loans

1.38 %

1.36 %

1.39 %

1.38 %

1.34 %

1.38 %

1.34 %

Allowance

to nonaccrual loans

197.51 %

182.73 %

183.18 %

213.18 %

206.08 %

197.51 %

206.08 %

Nonaccrual

loans to total loans

0.70 %

0.75 %

0.76 %

0.65 %

0.70 %

0.65 %

Nonperforming

assets to ending loans, plus OREO

0.70 %

0.75 %

0.76 %

0.65 %

0.70 %

0.65 %

Nonperforming

assets to total assets

0.43 %

0.44 %

0.48 %

0.41 %

0.43 %

0.41 %

Classified

assets to total assets

1.01 %

1.02 %

1.11 %

1.18 %

1.15 %

1.01 %

1.15 %

Net charge-offs

to average loans (annualized)

0.20 %

0.35 %

0.27 %

0.18 %

0.21 %

0.27 %

0.28 %

(1) Non-GAAP measure. For details on the calculation

of these non-GAAP financial measures and a reconciliation to the GAAP financial measure, see the sections titled “Use of Non-GAAP

Financial Measures” in this release and “Appendix: Non-GAAP to GAAP Reconciliation” in the accompanying slide presentation.

(2) The tax equivalent adjustment to net interest

income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 21% tax rate. Management believes

that it is a standard practice in the banking industry to present net interest margin and net interest income on a fully tax equivalent

basis. Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons.

Management also uses these measures to make peer comparisons.

(3) June 30, 2026 regulatory capital ratios are

preliminary.

(4) Includes loans held for sale.

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

Three months ended,

Six months ended,

June 30,

2026

2025

Change

2026

2025

Change

Interest income

Loans and leases, including fees

$ 219,164

$ 201,460

8.8 %

$ 444,115

$ 398,623

11.4 %

Investment securities

Taxable

53,904

36,243

48.7 %

103,395

70,644

46.4 %

Tax-exempt

2,472

2,233

10.7 %

4,998

4,437

12.6 %

Total investment securities interest

56,376

38,476

46.5 %

108,393

75,081

44.4 %

Other earning assets

5,381

5,964

(9.8 )%

10,831

12,615

(14.1 )%

Total interest income

280,921

245,900

14.2 %

563,339

486,319

15.8 %

Interest expense

Deposits

79,250

75,484

5.0 %

158,985

154,125

3.2 %

Short-term borrowings

4,997

6,393

(21.8 )%

10,165

13,938

(27.1 )%

Long-term borrowings

6,297

5,754

9.4 %

14,202

10,691

32.8 %

Total interest expense

90,544

87,631

3.3 %

183,352

178,754

2.6 %

Net interest income

190,377

158,269

20.3 %

379,987

307,565

23.5 %

Provision for credit losses-loans and leases

12,933

9,084

42.4 %

18,963

18,225

4.0 %

Provision for credit losses-unfunded commitments

(4,743 )

718

(760.6 )%

(2,233 )

277

(906.1 )%

Net interest income after provision for credit losses

182,187

148,467

22.7 %

363,257

289,063

25.7 %

Noninterest income

Service charges on deposit accounts

8,896

7,766

14.6 %

17,909

15,229

17.6 %

Wealth management fees

8,252

7,787

6.0 %

18,734

15,924

17.6 %

Bankcard income

3,032

3,737

(18.9 )%

6,612

7,047

(6.2 )%

Client derivative fees

1,443

1,674

(13.8 )%

5,453

3,245

68.0 %

Foreign exchange income

13,101

13,760

(4.8 )%

29,414

26,304

11.8 %

Leasing business income

22,750

20,797

9.4 %

44,358

39,500

12.3 %

Net gains from sales of loans

6,658

6,687

(0.4 )%

12,705

11,009

15.4 %

Net gain (loss) on investment securities

(337 )

243

(238.7 )%

(1,597 )

(9,706 )

(83.5 )%

Gain on bargain purchase

3,189

100.0 %

12,081

100.0 %

Other

6,807

5,612

21.3 %

10,028

10,594

(5.3 )%

Total noninterest income

73,791

68,063

8.4 %

155,697

119,146

30.7 %

Noninterest expenses

Salaries and employee benefits

86,917

74,917

16.0 %

186,773

150,155

24.4 %

Net occupancy

7,535

5,845

28.9 %

15,088

11,864

27.2 %

Furniture and equipment

4,310

3,441

25.3 %

9,003

7,254

24.1 %

Data processing

13,554

9,020

50.3 %

26,208

17,779

47.4 %

Marketing

3,616

2,737

32.1 %

6,268

4,755

31.8 %

Professional services

7,387

3,549

108.1 %

11,373

6,288

80.9 %

Amortization of tax credit investments

669

111

502.7 %

1,338

223

500.0 %

FDIC assessments

2,878

2,611

10.2 %

6,523

5,670

15.0 %

Intangible amortization

6,229

2,358

164.2 %

12,490

4,717

164.8 %

Leasing business expense

14,633

13,155

11.2 %

28,762

25,957

10.8 %

Other

13,814

10,927

26.4 %

27,124

22,085

22.8 %

Total noninterest expenses

161,542

128,671

25.5 %

330,950

256,747

28.9 %

Income before income taxes

94,436

87,859

7.5 %

188,004

151,462

24.1 %

Income tax expense

17,980

17,863

0.7 %

37,103

30,173

23.0 %

Net income

$ 76,456

$ 69,996

9.2 %

$ 150,901

$ 121,289

24.4 %

ADDITIONAL DATA

Net earnings per share - basic

$ 0.74

$ 1.45

$ 1.28

Net earnings per share - diluted

$ 0.73

$ 1.44

$ 1.27

Dividends declared per share

$ 0.25

$ 0.24

$ 0.50

$ 0.48

Return on average assets

1.37 %

1.52 %

1.36 %

1.33 %

Return on average shareholders'

equity

10.39 %

11.16 %

10.32 %

9.83 %

Interest income

$ 280,921

$ 245,900

14.2 %

$ 563,339

$ 486,319

15.8 %

Tax equivalent adjustment

1,161

1,246

(6.8 )%

2,347

2,459

(4.6 )%

Interest income - tax equivalent

282,082

247,146

14.1 %

565,686

488,778

15.7 %

Interest expense

90,544

87,631

3.3 %

183,352

178,754

2.6 %

Net interest income - tax equivalent

$ 191,538

$ 159,515

20.1 %

$ 382,334

$ 310,024

23.3 %

Net interest margin

3.96 %

4.01 %

3.96 %

3.93 %

Net

interest margin (fully tax equivalent) (1)

3.98 %

4.05 %

3.98 %

3.96 %

Full-time equivalent employees

2,371

2,033

(1) The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 21% tax rate. Management believes that it is a standard practice in the banking industry to present net interest income on a fully tax equivalent basis. Therefore, management believes these measures provide useful information to investors by allowing them to make peer comparisons. Management also uses these measures to make peer comparisons.

FIRST FINANCIAL BANCORP.

CONSOLIDATED QUARTERLY STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

2026

Second

First

Year to

% Change

Quarter

Date

Linked Qtr.

Interest income

Loans and leases, including fees

$ 219,164

$ 224,951

$ 444,115

(2.6 )%

Investment securities

Taxable

53,904

49,491

103,395

8.9 %

Tax-exempt

2,472

2,526

4,998

(2.1 )%

Total investment securities interest

56,376

52,017

108,393

8.4 %

Other earning assets

5,381

5,450

10,831

(1.3 )%

Total interest income

280,921

282,418

563,339

(0.5 )%

Interest expense

Deposits

79,250

79,735

158,985

(0.6 )%

Short-term borrowings

4,997

5,168

10,165

(3.3 )%

Long-term borrowings

6,297

7,905

14,202

(20.3 )%

Total interest expense

90,544

92,808

183,352

(2.4 )%

Net interest income

190,377

189,610

379,987

0.4 %

Provision for credit losses-loans and leases

12,933

6,030

18,963

114.5 %

Provision for credit losses-unfunded commitments

(4,743 )

2,510

(2,233 )

(289.0 )%

Net interest income after provision for credit losses

182,187

181,070

363,257

0.6 %

Noninterest income

Service charges on deposit accounts

8,896

9,013

17,909

(1.3 )%

Wealth management fees

8,252

10,482

18,734

(21.3 )%

Bankcard income

3,032

3,580

6,612

(15.3 )%

Client derivative fees

1,443

4,010

5,453

(64.0 )%

Foreign exchange income

13,101

16,313

29,414

(19.7 )%

Leasing business income

22,750

21,608

44,358

5.3 %

Net gains from sales of loans

6,658

6,047

12,705

10.1 %

Net gain (loss) on investment securities

(337 )

(1,260 )

(1,597 )

(73.3 )%

Gain on bargain purchase

3,189

8,892

12,081

(64.1 )%

Other

6,807

3,221

10,028

111.3 %

Total noninterest income

73,791

81,906

155,697

(9.9 )%

Noninterest expenses

Salaries and employee benefits

86,917

99,856

186,773

(13.0 )%

Net occupancy

7,535

7,553

15,088

(0.2 )%

Furniture and equipment

4,310

4,693

9,003

(8.2 )%

Data processing

13,554

12,654

26,208

7.1 %

Marketing

3,616

2,652

6,268

36.3 %

Professional services

7,387

3,986

11,373

85.3 %

Amortization of tax credit investments

669

1,338

0.0 %

FDIC assessments

2,878

3,645

6,523

(21.0 )%

Intangible amortization

6,229

6,261

12,490

(0.5 )%

Leasing business expense

14,633

14,129

28,762

3.6 %

Other

13,814

13,310

27,124

3.8 %

Total noninterest expenses

161,542

169,408

330,950

(4.6 )%

Income before income taxes

94,436

93,568

188,004

0.9 %

Income tax expense

17,980

19,123

37,103

(6.0 )%

Net income

$ 76,456

$ 74,445

$ 150,901

2.7 %

ADDITIONAL DATA

Net earnings per share - basic

$ 0.74

$ 0.72

$ 1.45

Net earnings per share - diluted

$ 0.73

$ 0.71

$ 1.44

Dividends declared per share

$ 0.25

$ 0.50

Return on average assets

1.37 %

1.34 %

1.36 %

Return on average shareholders' equity

10.39 %

10.24 %

10.32 %

Interest income

$ 280,921

$ 282,418

$ 563,339

(0.5 )%

Tax equivalent adjustment

1,161

1,186

2,347

(2.1 )%

Interest income - tax equivalent

282,082

283,604

565,686

(0.5 )%

Interest expense

90,544

92,808

183,352

(2.4 )%

Net interest income - tax equivalent

$ 191,538

$ 190,796

$ 382,334

0.4 %

Net interest margin

3.96 %

3.97 %

3.96 %

Net interest margin (fully tax equivalent) (1)

3.98 %

3.99 %

3.98 %

Full-time equivalent employees

2,371

2,319

FIRST FINANCIAL BANCORP.

CONSOLIDATED QUARTERLY STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

2025

Fourth

Third

Second

First

Full

Quarter

Year

Interest income

Loans and leases, including fees

$ 215,663

$ 204,865

$ 201,460

$ 197,163

$ 819,151

Investment securities

Taxable

40,971

36,421

36,243

34,401

148,036

Tax-exempt

2,363

2,195

2,233

2,204

8,995

Total investment securities interest

43,334

38,616

38,476

36,605

157,031

Other earning assets

6,334

6,773

5,964

6,651

25,722

Total interest income

265,331

250,254

245,900

240,419

1,001,904

Interest expense

Deposits

78,861

77,766

75,484

78,641

310,752

Short-term borrowings

4,925

5,979

6,393

7,545

24,842

Long-term borrowings

7,550

6,023

5,754

4,937

24,264

Total interest expense

91,336

89,768

87,631

91,123

359,858

Net interest income

173,995

160,486

158,269

149,296

642,046

Provision for credit losses-loans and leases

9,688

8,612

9,084

9,141

36,525

Provision for credit losses-unfunded commitments

412

453

718

(441 )

1,142

Net interest income after provision for credit losses

163,895

151,421

148,467

140,596

604,379

Noninterest income

Service charges on deposit accounts

8,308

7,829

7,766

7,463

31,366

Wealth management fees

9,288

7,351

7,787

8,137

32,563

Bankcard income

3,590

3,589

3,737

3,310

14,226

Client derivative fees

2,681

1,876

1,674

1,571

7,802

Foreign exchange income

22,696

16,666

13,760

12,544

65,666

Leasing business income

19,523

20,997

20,797

18,703

80,020

Net gains from sales of loans

7,041

6,835

6,687

4,322

24,885

Net gain (loss) on investment securities

(12,576 )

(42 )

243

(9,949 )

(22,324 )

Other

4,216

8,424

5,612

4,982

23,234

Total noninterest income

64,767

73,525

68,063

51,083

257,438

Noninterest expenses

Salaries and employee benefits

85,123

80,607

74,917

75,238

315,885

Net occupancy

6,315

6,003

5,845

6,019

24,182

Furniture and equipment

3,940

3,582

3,441

3,813

14,776

Data processing

10,465

9,591

9,020

8,759

37,835

Marketing

3,056

2,359

2,737

2,018

10,170

Professional services

6,231

2,314

3,549

2,739

14,833

Amortization of tax credit investments

800

112

111

112

1,135

FDIC assessments

2,923

2,611

3,059

11,204

Intangible amortization

3,927

2,359

2,358

2,359

11,003

Leasing business expense

13,837

13,911

13,155

12,802

53,705

Other

12,914

10,820

10,927

11,158

45,819

Total noninterest expenses

149,531

134,269

128,671

128,076

540,547

Income before income taxes

79,131

90,677

87,859

63,603

321,270

Income tax expense

16,738

18,754

17,863

12,310

65,665

Net income

$ 62,393

$ 71,923

$ 69,996

$ 51,293

$ 255,605

ADDITIONAL DATA

Net earnings per share - basic

$ 0.65

$ 0.76

$ 0.74

$ 0.54

$ 2.68

Net earnings per share - diluted

$ 0.64

$ 0.75

$ 0.73

$ 0.54

$ 2.66

Dividends declared per share

$ 0.25

$ 0.24

$ 0.98

Return on average assets

1.22 %

1.54 %

1.52 %

1.13 %

1.35 %

Return on average shareholders' equity

9.18 %

11.08 %

11.16 %

8.46 %

9.98 %

Interest income

$ 265,331

$ 250,254

$ 245,900

$ 240,419

$ 1,001,904

Tax equivalent adjustment

1,227

1,248

1,246

1,213

4,934

Interest income - tax equivalent

266,558

251,502

247,146

241,632

1,006,838

Interest expense

91,336

89,768

87,631

91,123

359,858

Net interest income - tax equivalent

$ 175,222

$ 161,734

$ 159,515

$ 150,509

$ 646,980

Net interest margin

3.96 %

3.99 %

4.01 %

3.84 %

3.95 %

Net interest margin (fully tax equivalent) (1)

3.98 %

4.02 %

4.05 %

3.88 %

3.98 %

Full-time equivalent employees

2,164

1,986

2,033

2,021

FIRST FINANCIAL BANCORP.

CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)

(Unaudited)

June 30,

Mar. 31,

Dec. 31,

Sep. 30,

June 30,

% Change

2026

2025

Linked

Qtr.

Comp

Qtr.

ASSETS

Cash and due from banks

$ 206,361

$ 170,641

$ 178,553

$ 174,659

$ 210,187

20.9 %

(1.8 )%

Interest-bearing deposits with other banks

579,194

1,032,259

597,338

565,080

570,173

(43.9 )%

1.6 %

Investment securities available-for-sale

4,733,713

4,953,023

3,971,932

3,422,595

3,386,562

(4.4 )%

39.8 %

Investment securities held-to-maturity

46,067

49,631

58,545

71,595

72,994

(7.2 )%

(36.9 )%

Other investments

137,755

137,018

129,564

117,120

122,322

0.5 %

12.6 %

Loans held for sale

33,125

18,280

16,953

21,466

26,504

81.2 %

25.0 %

Loans and leases

Commercial and industrial

4,842,347

4,693,786

4,632,241

3,838,630

3,927,771

3.2 %

23.3 %

Lease financing

659,328

649,645

638,527

596,734

587,176

1.5 %

12.3 %

Construction real estate

599,258

591,080

677,339

627,960

732,777

1.4 %

(18.2 )%

Commercial real estate

4,548,887

4,473,468

4,384,556

4,048,370

3,961,513

1.7 %

14.8 %

Residential real estate

1,805,044

1,831,338

1,832,184

1,494,464

1,492,688

(1.4 )%

20.9 %

Home equity

1,058,175

1,026,839

1,005,204

935,975

903,299

3.1 %

17.1 %

Installment

156,470

162,314

188,694

109,764

116,598

(3.6 )%

34.2 %

Credit card

65,405

66,371

65,325

62,654

64,374

(1.5 )%

1.6 %

Total loans

13,734,914

13,494,841

13,424,070

11,714,551

11,786,196

1.8 %

16.5 %

Less:

Allowance for credit losses

(189,912 )

(183,716 )

(186,487 )

(161,916 )

(158,522 )

3.4 %

19.8 %

Net loans

13,545,002

13,311,125

13,237,583

11,552,635

11,627,674

1.8 %

16.5 %

Premises and equipment

229,763

228,384

204,760

198,251

197,741

0.6 %

16.2 %

Operating leases

241,742

220,061

214,003

214,667

217,100

9.9 %

11.4 %

Goodwill

1,099,936

1,099,543

1,099,524

1,007,656

0.0 %

9.2 %

Other intangibles

140,705

145,927

118,832

73,797

75,458

(3.6 )%

86.5 %

Accrued interest and other assets

1,446,316

1,413,923

1,301,792

1,134,985

1,119,884

2.3 %

29.1 %

Total Assets

$ 22,439,679

$ 22,779,815

$ 21,129,379

$ 18,554,506

$ 18,634,255

(1.5 )%

20.4 %

LIABILITIES

Deposits

Interest-bearing demand

$ 3,804,301

$ 3,658,155

$ 3,360,613

$ 2,983,132

$ 3,057,232

4.0 %

24.4 %

Savings

6,423,986

6,460,546

5,973,532

5,029,097

4,979,124

(0.6 )%

29.0 %

Time

3,650,043

3,817,268

3,622,227

3,293,707

3,201,711

(4.4 )%

14.0 %

Total interest-bearing deposits

13,878,330

13,935,969

12,956,372

11,305,936

11,238,067

(0.4 )%

23.5 %

Noninterest-bearing

3,704,899

3,982,753

3,465,470

3,127,512

3,131,926

(7.0 )%

18.3 %

Total deposits

17,583,229

17,918,722

16,421,842

14,433,448

14,369,993

(1.9 )%

22.4 %

FHLB short-term borrowings

570,000

550,000

675,000

550,000

680,000

3.6 %

(16.2 )%

Other

39,532

70,457

332

45,167

4,699

(43.9 )%

741.3 %

Total short-term borrowings

609,532

620,457

675,332

595,167

684,699

(1.8 )%

(11.0 )%

Long-term debt

382,550

380,176

514,052

221,823

344,955

0.6 %

10.9 %

Total borrowed funds

992,082

1,000,633

1,189,384

816,990

1,029,654

(0.9 )%

(3.6 )%

Accrued interest and other liabilities

876,880

919,835

748,937

672,213

676,453

(4.7 )%

29.6 %

Total Liabilities

19,452,191

19,839,190

18,360,163

15,922,651

16,076,100

(2.0 )%

21.0 %

SHAREHOLDERS' EQUITY

Common stock

1,792,158

1,789,676

1,647,618

1,641,315

1,638,796

0.1 %

9.4 %

Retained earnings

1,535,765

1,485,573

1,437,286

1,399,577

1,351,674

3.4 %

13.6 %

Accumulated other comprehensive income (loss)

(223,720 )

(217,430 )

(189,942 )

(223,000 )

(246,384 )

2.9 %

(9.2 )%

Treasury stock, at cost

(116,715 )

(117,194 )

(125,746 )

(186,037 )

(185,931 )

(0.4 )%

(37.2 )%

Total Shareholders' Equity

2,987,488

2,940,625

2,769,216

2,631,855

2,558,155

1.6 %

16.8 %

Total Liabilities and Shareholders'

Equity

$ 22,439,679

$ 22,779,815

$ 21,129,379

$ 18,554,506

$ 18,634,255

(1.5 )%

20.4 %

FIRST FINANCIAL BANCORP.

AVERAGE CONSOLIDATED STATEMENTS OF CONDITION

(Dollars in thousands)

(Unaudited)

Quarterly

Averages

Year-to-Date

Averages

June 30,

Mar. 31,

Dec. 31,

Sep. 30,

June 30,

2026

2025

2026

2025

ASSETS

Cash and due from

banks

$ 182,261

$ 227,115

$ 178,403

$ 165,210

$ 174,375

$ 204,564

$ 169,581

Interest-bearing deposits with

other banks

605,647

596,094

647,347

610,074

542,815

600,897

579,112

Investment securities

5,079,730

4,769,261

3,988,846

3,552,014

3,478,921

4,925,353

3,445,443

Loans held for sale

32,458

451,139

32,425

26,366

25,026

240,642

17,660

Loans and leases

Commercial and industrial

4,723,431

4,771,066

4,310,399

3,890,886

3,881,001

4,747,117

3,834,363

Lease financing

646,520

630,204

617,518

592,510

581,091

638,407

583,094

Construction real estate

583,146

643,270

679,884

711,011

784,028

613,042

790,528

Commercial real estate

4,546,901

4,446,231

4,240,042

3,993,549

3,958,730

4,496,844

3,988,306

Residential real estate

1,812,228

1,834,467

1,717,439

1,489,942

1,485,479

1,823,286

1,480,618

Home equity

1,043,805

1,016,080

981,406

919,368

891,761

1,030,019

875,050

Installment

158,760

166,979

164,013

114,058

117,724

162,847

122,432

Credit card

71,790

68,888

69,141

68,375

68,000

70,347

66,921

Total loans

13,586,581

13,577,185

12,779,842

11,779,699

11,767,814

13,581,909

11,741,312

Less:

Allowance

for credit losses

(186,331 )

(200,745 )

(179,275 )

(162,417 )

(158,170 )

(193,498 )

(158,188 )

Net loans

13,400,250

13,376,440

12,600,567

11,617,282

11,609,644

13,388,411

11,583,124

Premises and equipment

230,343

230,154

202,956

199,167

198,407

230,249

198,701

Operating leases

234,460

215,318

211,091

217,404

212,684

224,942

208,953

Goodwill

1,099,742

1,099,543

1,069,781

1,007,656

1,099,643

1,007,656

Other intangibles

143,403

149,631

104,184

74,448

76,076

146,500

77,142

Accrued

interest and other assets

1,383,145

1,345,026

1,220,939

1,096,567

1,093,833

1,364,191

1,106,789

Total Assets

$ 22,391,439

$ 22,459,721

$ 20,256,539

$ 18,566,188

$ 18,419,437

$ 22,425,392

$ 18,394,161

LIABILITIES

Deposits

Interest-bearing demand

$ 3,762,177

$ 3,626,103

$ 3,276,425

$ 3,036,296

$ 3,066,986

$ 3,694,516

$ 3,078,691

Savings

6,434,399

6,406,223

5,740,651

5,054,563

5,005,526

6,420,389

4,962,007

Time

3,678,808

3,868,224

3,504,872

3,296,789

3,139,182

3,772,993

3,140,137

Total interest-bearing deposits

13,875,384

13,900,550

12,521,948

11,387,648

11,211,694

13,887,898

11,180,835

Noninterest-bearing

3,811,391

3,745,002

3,436,709

3,124,277

3,143,081

3,778,380

3,117,203

Total deposits

17,686,775

17,645,552

15,958,657

14,511,925

14,354,775

17,666,278

14,298,038

Federal funds purchased and securities

sold

under agreements to repurchase

3,351

16,278

2,283

12,434

4,780

9,779

3,425

FHLB short-term borrowings

508,931

538,084

444,511

497,092

532,198

523,427

542,873

Other

13,891

21,519

26,226

62,600

Total short-term borrowings

512,282

554,362

460,685

531,045

563,204

533,206

608,898

Long-term

debt

379,354

457,799

387,965

292,301

347,369

418,360

346,806

Total borrowed funds

891,636

1,012,161

848,650

823,346

910,573

951,566

955,704

Accrued

interest and other liabilities

861,791

854,423

753,651

655,714

638,342

858,127

653,493

Total Liabilities

19,440,202

19,512,136

17,560,958

15,990,985

15,903,690

19,475,971

15,907,235

SHAREHOLDERS'

EQUITY

Common stock

1,790,690

1,795,255

1,644,923

1,639,986

1,637,782

1,792,960

1,639,390

Retained earnings

1,499,207

1,448,012

1,406,388

1,369,069

1,322,168

1,473,751

1,302,344

Accumulated other comprehensive

loss

(221,515 )

(173,065 )

(209,767 )

(247,746 )

(257,873 )

(197,424 )

(266,423 )

Treasury

stock, at cost

(117,145 )

(122,617 )

(145,963 )

(186,106 )

(186,330 )

(119,866 )

(188,385 )

Total Shareholders' Equity

2,951,237

2,947,585

2,695,581

2,575,203

2,515,747

2,949,421

2,486,926

Total Liabilities and Shareholders' Equity

$ 22,391,439

$ 22,459,721

$ 20,256,539

$ 18,566,188

$ 18,419,437

$ 22,425,392

$ 18,394,161

FIRST FINANCIAL BANCORP.

NET INTEREST MARGIN RATE/VOLUME ANALYSIS

(Dollars in thousands)

(Unaudited)

Quarterly

Averages

Year-to-Date

Averages

June 30,

2026

March 31,

2026

June 30,

2025

June 30,

2026

June 30,

2025

Balance

Interest

Yield

Balance

Interest

Yield

Balance

Interest

Yield

Balance

Yield

Balance

Yield

Earning assets

Investments:

Investment securities

$ 5,079,730

$ 56,376

4.45 %

$ 4,769,261

$ 52,017

4.42 %

$ 3,478,921

$ 38,476

4.44 %

$ 4,925,353

4.44 %

$ 3,445,443

4.39 %

Interest-bearing deposits with other banks

605,647

5,381

3.56 %

596,094

5,450

3.71 %

542,815

5,964

4.41 %

600,897

3.63 %

579,112

4.39 %

Gross loans (1)

13,619,039

219,164

6.45 %

14,028,324

224,951

6.50 %

11,792,840

201,460

6.85 %

13,822,551

6.48 %

11,758,972

6.84 %

Total earning assets

19,304,416

280,921

5.84 %

19,393,679

282,418

5.91 %

15,814,576

245,900

6.24 %

19,348,801

5.87 %

15,783,527

6.21 %

Nonearning assets

Allowance for credit losses

(186,331 )

(200,745 )

(158,170 )

(193,498 )

(158,188 )

Cash and due from banks

182,261

227,115

174,375

204,564

169,581

Accrued interest and other assets

3,091,093

3,039,672

2,588,656

3,065,525

2,599,241

Total assets

$ 22,391,439

$ 22,459,721

$ 18,419,437

$ 22,425,392

$ 18,394,161

Interest-bearing liabilities

Deposits:

Interest-bearing demand

$ 3,762,177

$ 14,288

1.52 %

$ 3,626,103

$ 13,281

1.49 %

$ 3,066,986

$ 14,139

1.85 %

$ 3,694,516

1.50 %

$ 3,078,691

1.92 %

Savings

6,434,399

33,405

2.08 %

6,406,223

32,480

2.06 %

5,005,526

29,942

2.40 %

6,420,389

2.07 %

4,962,007

2.45 %

Time

3,678,808

31,557

3.44 %

3,868,224

33,974

3.56 %

3,139,182

31,403

4.01 %

3,772,993

3.50 %

3,140,137

4.14 %

Total interest-bearing deposits

13,875,384

79,250

2.29 %

13,900,550

79,735

2.33 %

11,211,694

75,484

2.70 %

13,887,898

2.31 %

11,180,835

2.78 %

Borrowed funds

Short-term borrowings

512,282

4,997

3.91 %

554,362

5,168

3.78 %

563,204

6,393

4.55 %

533,206

3.84 %

608,898

4.62 %

Long-term debt

379,354

6,297

6.66 %

457,799

7,905

7.00 %

347,369

5,754

6.64 %

418,360

6.85 %

346,806

6.22 %

Total borrowed funds

891,636

11,294

5.08 %

1,012,161

13,073

5.24 %

910,573

12,147

5.35 %

951,566

5.16 %

955,704

5.20 %

Total interest-bearing liabilities

14,767,020

90,544

2.46 %

14,912,711

92,808

2.52 %

12,122,267

87,631

2.90 %

14,839,464

2.49 %

12,136,539

2.97 %

Noninterest-bearing liabilities

Noninterest-bearing demand deposits

3,811,391

3,745,002

3,143,081

3,778,380

3,117,203

Other liabilities

861,791

854,423

638,342

858,127

653,493

Shareholders' equity

2,951,237

2,947,585

2,515,747

2,949,421

2,486,926

Total liabilities& shareholders' equity

$ 22,391,439

$ 22,459,721

$ 18,419,437

$ 22,425,392

$ 18,394,161

Net interest income

$ 190,377

$ 189,610

$ 158,269

$ 379,987

$ 307,565

Net interest spread

3.38 %

3.39 %

3.34 %

3.38 %

3.24 %

Net interest margin

3.96 %

3.97 %

4.01 %

3.96 %

3.93 %

Tax equivalent adjustment

0.02 %

0.04 %

0.02 %

0.03 %

Net interest margin (fully

tax equivalent)

3.98 %

3.99 %

4.05 %

3.98 %

3.96 %

(1) Loans held for sale and nonaccrual loans are included in gross loans.

FIRST FINANCIAL BANCORP.

NET INTEREST MARGIN RATE/VOLUME ANALYSIS (1)

(Dollars in thousands)

(Unaudited)

Linked

Qtr. Income Variance

Comparable

Qtr. Income Variance

Year-to-Date

Income Variance

Rate

Volume

Total

Rate

Volume

Total

Rate

Volume

Total

Earning

assets

Investment securities

$ 332

$ 4,027

$ 4,359

$ 134

$ 17,766

$ 17,900

$ 743

$ 32,569

$ 33,312

Interest-bearing deposits with other

banks

(212 )

143

(69 )

(1,141 )

558

(583 )

(2,177 )

393

(1,784 )

Gross loans (2)

(1,681 )

(4,106 )

(5,787 )

(11,684 )

29,388

17,704

(20,810 )

66,302

45,492

Total earning assets

(1,561 )

(1,497 )

(12,691 )

47,712

35,021

(22,244 )

99,264

77,020

Interest-bearing

liabilities

Total interest-bearing deposits

$ (1,214 )

$ 729

$ (485 )

$ (11,448 )

$ 15,214

$ 3,766

$ (26,130 )

$ 30,990

$ 4,860

Borrowed funds

Short-term borrowings

180

(351 )

(171 )

(899 )

(497 )

(1,396 )

(2,330 )

(1,443 )

(3,773 )

Long-term debt

(389 )

(1,219 )

(1,608 )

531

543

1,082

2,429

3,511

Total borrowed

funds

(209 )

(1,570 )

(1,779 )

(887 )

(853 )

(1,248 )

986

(262 )

Total interest-bearing liabilities

(1,423 )

(841 )

(2,264 )

(12,335 )

15,248

2,913

(27,378 )

31,976

4,598

Net interest income (1)

$ (138 )

$ 905

$ 767

$ (356 )

$ 32,464

$ 32,108

$ 5,134

$ 67,288

$ 72,422

(1) Not tax equivalent.

(2) Loans held for sale and nonaccrual loans are included in gross loans.

FIRST FINANCIAL BANCORP.

CREDIT QUALITY

(Dollars in thousands)

(Unaudited)

Three

Months Ended,

Six

months ended

June 30,

Mar. 31,

Dec. 31,

Sep. 30,

June 30,

2026

2025

2026

2025

ALLOWANCE

FOR CREDIT LOSS ACTIVITY

Balance at beginning

of period

$ 183,716

$ 186,487

$ 161,916

$ 158,522

$ 155,482

$ 186,487

$ 156,791

Initial

allowance on purchased loans

2,829

23,652

2,829

Provision for credit losses

12,933

6,030

9,688

8,612

9,084

18,963

18,225

Gross charge-offs

Commercial and industrial

2,437

10,788

6,636

2,165

4,996

13,225

13,174

Lease financing

1,314

918

298

606

1,357

2,060

Construction real estate

245

Commercial real estate

2,484

433

3,105

2,513

Residential real estate

127

151

211

Home equity

262

119

100

381

186

Installment

1,034

1,058

1,197

1,194

1,120

2,092

2,441

Credit card

704

496

729

577

489

1,200

963

Total gross charge-offs

8,319

12,660

10,159

7,676

7,327

20,979

18,840

Recoveries

Commercial and industrial

463

100

264

202

290

563

485

Lease financing

114

201

291

137

Construction real estate

Commercial real estate

1,138

Residential real estate

Home equity

157

116

117

273

218

Installment

660

598

682

609

716

1,258

1,279

Credit card

162

135

108

297

164

Total recoveries

1,582

1,030

1,390

2,458

1,283

2,612

2,346

Total net charge-offs

6,737

11,630

8,769

5,218

6,044

18,367

16,494

Ending

allowance for credit losses

$ 189,912

$ 183,716

$ 186,487

$ 161,916

$ 158,522

$ 189,912

$ 158,522

NET CHARGE-OFFS TO AVERAGE LOANS AND LEASES (ANNUALIZED)

Commercial and industrial

0.17 %

0.91 %

0.59 %

0.20 %

0.49 %

0.54 %

0.67 %

Lease financing

0.74 %

0.01 %

0.46 %

0.00 %

0.41 %

0.39 %

0.70 %

Construction real estate

0.00 %

0.14 %

0.00 %

Commercial real estate

0.22 %

0.00 %

0.04 %

0.20 %

(0.01 )%

0.11 %

0.00 %

Residential real estate

0.01 %

0.02 %

0.03 %

(0.02 )%

(0.01 )%

0.02 %

(0.01 )%

Home equity

0.04 %

0.00 %

(0.01 )%

0.00 %

0.01 %

0.02 %

(0.01 )%

Installment

0.94 %

1.12 %

1.25 %

2.03 %

1.38 %

1.03 %

1.91 %

Credit card

3.03 %

2.13 %

3.56 %

2.97 %

2.41 %

2.59 %

2.41 %

Total net charge-offs

0.20 %

0.35 %

0.27 %

0.18 %

0.21 %

0.27 %

0.28 %

COMPONENTS OF NONACCRUAL LOANS, NONPERFORMING ASSETS, AND UNDERPERFORMING ASSETS

Nonaccrual loans

Commercial and industrial

$ 20,305

$ 22,576

$ 27,461

$ 23,832

$ 24,489

$ 20,305

$ 24,489

Lease financing

7,558

5,857

5,660

5,885

6,243

7,558

6,243

Construction real estate

698

715

1,120

1,365

698

1,365

Commercial real estate

44,404

49,481

45,590

24,443

23,905

44,404

23,905

Residential real estate

18,260

17,439

18,302

16,452

16,995

18,260

16,995

Home equity

4,095

3,687

2,927

3,567

3,226

4,095

3,226

Installment

832

786

748

652

701

832

701

Total nonaccrual loans

96,152

100,541

101,808

75,951

76,924

96,152

76,924

Other real estate owned (OREO)

174

238

184

111

204

174

204

Total nonperforming assets

96,326

100,779

101,992

76,062

77,128

96,326

77,128

Accruing loans past due 90 days or more

650

1,366

411

592

714

650

714

Total underperforming assets

$ 96,976

$ 102,145

$ 102,403

$ 76,654

$ 77,842

$ 96,976

$ 77,842

Total

classified assets

$ 226,826

$ 232,368

$ 235,451

$ 218,794

$ 214,346

$ 226,826

$ 214,346

CREDIT

QUALITY RATIOS

Allowance

for credit losses to

Nonaccrual loans

197.51 %

182.73 %

183.18 %

213.18 %

206.08 %

197.51 %

206.08 %

Total ending loans

1.38 %

1.36 %

1.39 %

1.38 %

1.34 %

1.38 %

1.34 %

Nonaccrual

loans to total loans

0.70 %

0.75 %

0.76 %

0.65 %

0.70 %

0.65 %

Nonperforming

assets to

Ending loans, plus OREO

0.70 %

0.75 %

0.76 %

0.65 %

0.70 %

0.65 %

Total assets

0.43 %

0.44 %

0.48 %

0.41 %

0.43 %

0.41 %

Classified

assets to total assets

1.01 %

1.02 %

1.11 %

1.18 %

1.15 %

1.01 %

1.15 %

FIRST FINANCIAL BANCORP.

CAPITAL ADEQUACY

(Dollars in thousands, except per share data)

(Unaudited)

Three

Months Ended,

Six

months ended,

June 30,

Mar. 31,

Dec. 31,

Sep. 30,

June 30,

2026

2025

2026

2025

PER COMMON SHARE

Market Price

High

$ 33.90

$ 31.16

$ 26.98

$ 26.79

$ 25.19

$ 33.90

$ 29.04

Low

$ 28.06

$ 25.09

$ 23.26

$ 23.55

$ 22.05

$ 25.09

$ 22.05

$ 33.83

$ 27.88

$ 25.02

$ 25.25

$ 24.26

$ 33.83

$ 24.26

Average shares outstanding

- basic

103,938,322

103,705,269

96,724,148

94,889,341

94,860,428

103,822,439

94,753,700

Average shares outstanding

- diluted

104,936,741

104,615,405

97,593,800

95,753,798

95,741,696

104,776,961

95,633,579

Ending shares outstanding

104,956,458

104,932,829

98,521,726

95,757,250

95,760,617

104,956,458

95,760,617

Total shareholders'

equity

$ 2,987,488

$ 2,940,625

$ 2,769,216

$ 2,631,855

$ 2,558,155

$ 2,987,488

$ 2,558,155

REGULATORY

CAPITAL

Preliminary

Common equity

tier 1 capital

$ 2,029,668

$ 1,970,561

$ 1,798,266

$ 1,828,843

$ 1,776,038

$ 2,029,668

$ 1,776,038

Common equity

tier 1 capital ratio

12.33 %

12.22 %

11.32 %

12.91 %

12.57 %

12.33 %

12.57 %

Tier 1 capital

$ 2,075,286

$ 2,016,070

$ 1,843,672

$ 1,874,191

$ 1,821,316

$ 2,075,286

$ 1,821,316

Tier 1 ratio

12.61 %

12.50 %

11.60 %

13.23 %

12.89 %

12.61 %

12.89 %

Total capital

$ 2,591,169

$ 2,531,334

$ 2,457,377

$ 2,170,546

$ 2,116,180

$ 2,591,169

$ 2,116,180

Total capital

ratio

15.75 %

15.70 %

15.46 %

15.32 %

14.98 %

15.75 %

14.98 %

Total capital

in excess of minimum requirement

$ 863,256

$ 837,959

$ 788,889

$ 683,018

$ 632,563

$ 863,256

$ 632,563

Total risk-weighted

assets

$ 16,456,311

$ 16,127,377

$ 15,890,363

$ 14,166,935

$ 14,129,683

$ 16,456,311

$ 14,129,683

Leverage

ratio

9.66 %

9.39 %

9.53 %

10.50 %

10.28 %

9.66 %

10.28 %

OTHER

CAPITAL RATIOS

Ending shareholders'

equity to ending assets

13.31 %

12.91 %

13.11 %

14.18 %

13.73 %

13.31 %

13.73 %

Ending

tangible shareholders' equity to ending tangible assets (1)

8.24 %

7.87 %

7.79 %

8.87 %

8.40 %

8.24 %

8.40 %

Average

shareholders' equity to average assets

13.18 %

13.12 %

13.31 %

13.87 %

13.66 %

13.15 %

13.52 %

Average

tangible shareholders' equity to average tangible assets (1)

8.08 %

8.01 %

7.97 %

8.54 %

8.26 %

8.04 %

8.10 %

REPURCHASE

PROGRAM (2)

Shares repurchased

Average share repurchase price

N/A

Total cost of shares repurchased

N/A

(1) Non-GAAP measure. For details on the calculation of these non-GAAP financial measures and a reconciliation to the GAAP financial measure, see the sections titled “Use of Non-GAAP Financial Measures” in this release and “Appendix: Non-GAAP to GAAP Reconciliation” in the accompanying slide presentation.

(2) Represents share repurchases as part of publicly announced plans.

N/A = Not applicable

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2620858d1_ex99-2.htm · Sequence: 4

earnings presentation and agreement

to acquire Finward Bancorp

• Second Quarter 2026

Exhibit 99.2

forward looking statements disclosure

Certain statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A

of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6

promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, (a)

statements regarding First Financial Bancorp’s (the “Company” or “First Financial”) operations, such as (i) our future operating or financial performance, including

revenues, income or loss and earnings per share, (ii) future common stock dividends, (iii) our capital structure, including future capital levels, (iv) our plans, objectives and

strategies, and (v) the assumptions that underlie our forward-looking statements; and (b) statements regarding the proposed transaction, such as (i) statements regarding

the outlook and expectations of First Financial and Finward Bancorp (“Finward”), respectively, with respect to the proposed transaction, (ii) the strategic benefits and

financial benefits of the proposed transaction, including the expected impact of the proposed transactions on the combined First Financial’s future financial performance

(including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), (iii) the timing of the closing of

the proposed transaction, and (iv) the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words

(and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and

“intend,” as well as words of similar meaning or other statements concerning opinions or judgment of First Financial or Finward or their respective management about

future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are

difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results

expressed or implied by such forward-looking statements. Any reference to forward-looking statements by Finward herein is solely related to the proposed transaction.

Such risks, uncertainties and assumptions include, among others, the following:

Risks, uncertainties and assumptions regarding First Financial’s operations

• economic, market, liquidity, credit, interest rate, operational and technological risks associated with First Financial’s business;

• future credit quality and performance, including our expectations regarding future loan losses and our allowance for credit losses;

• the effect of and changes in policies and laws or regulatory agencies, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and other legislation

and regulation relating to the banking industry;

• management’s ability to effectively execute its business plans;

• pursuit of mergers and acquisitions, including costs or difficulties related to the acquisition and/or integration of any acquired companies;

• the possibility that any of the anticipated benefits of First Financial’s prior or contemplated acquisitions will not be realized or will not be realized within the expected

time period;

• the effect of changes in accounting policies and practices;

• changes in consumer spending, borrowing and saving and changes in unemployment;

• changes in customers’ performance and creditworthiness;

• the costs and effects of litigation and of unexpected or adverse outcomes in such litigation;

• current and future economic and market conditions, including the effects of changes in housing prices, fluctuations in unemployment rates, U.S. fiscal debt, budget and

tax matters, geopolitical matters, trade and tariff policies, and any slowdown in global economic growth;

• our capital and liquidity requirements (including under regulatory capital standards, such as the Basel III capital standards) and our ability to generate capital internally

or raise capital on favorable terms;

• financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the

Dodd-Frank Act and other legislation and regulation relating to bank products and services;

• the effect of the current interest rate environment or changes in interest rates or in the level or composition of our assets or liabilities on our net interest income, net

interest margin and our mortgage originations, mortgage servicing rights and mortgage loans held for sale;the effect of a fall in stock market prices on our brokerage,

asset and wealth management businesses;

• a failure in or breach of our operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber

attacks;

• the effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; and

• our ability to develop and execute effective business plans and strategies.

forward looking statements disclosure

Risks, uncertainties and assumptions regarding the proposed transaction

• the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;

• the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined

First Financial or the expected benefits of the proposed transaction) and the possibility that the proposed transaction does not close when expected or at all because

required regulatory approvals, the approval by Finward’s shareholders, or other approvals and the other conditions to closing are not received or satisfied on a timely

basis or at all;

• the outcome of any legal proceedings that may be instituted against First Financial or Finward;

• the possibility that the anticipated benefits of the proposed transaction, including anticipated synergies and strategic gains, are not realized when expected or at all,

including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and

regulations and their enforcement, and the degree of competition in the geographic and business areas in which First Financial and Finward operate;

• the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected;

• the impact of purchase accounting with respect to the proposed transaction, or any change in the assumptions used regarding the assets acquired and liabilities

assumed to determine their fair value and credit marks;

• the possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events;

• the diversion of management’s attention from ongoing business operations and opportunities;

• potential adverse reactions of First Financial’s or Finward’s customers or changes to business or employee relationships, including those resulting from the

announcement or completion of the proposed transaction;

• a material adverse change in the financial condition of First Financial or Finward;

• changes in First Financial’s share price before closing;risks relating to the potential dilutive effect of shares of First Financial’s common stock to be issued in the

proposed transaction;

• general competitive, economic, political and market conditions;

• the ability to retain key employees, management personnel and other associates of First Financial and Finward following announcement or consummation of the

proposed transaction;

• major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; and

• other factors that may affect future results of First Financial or Finward, including, among others, changes in asset quality and credit risk; the inability to sustain

revenue and earnings growth; changes in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent

and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board, the Ohio Division of Financial Institutions, the

Indiana Department of Financial Institutions, and any other state or federal legislative and regulatory actions and reforms.

These factors are not necessarily all of the factors that could cause First Financial, Finward, or the combined company’s actual results, performance or achievements to

differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm

the results of First Financial, Finward, or the combined company. Although each of First Financial and Finward believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that

actual results of First Financial or Finward (as related to the proposed transaction) will not differ materially from any projected future results expressed or implied by such

forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in each of First Financial’s and

Finward’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2025, quarterly reports on Form 10-Q, and other documents subsequently

filed by First Financial and Finward with the Securities Exchange Commission (“SEC”). The actual results anticipated for the proposed transaction or First Financial’s

operations may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on First Financial, Finward or each of their

respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. First Financial and Finward urge you to

consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by First Financial and Finward. Forward-looking statements speak only as of the date they are made, and First Financial and Finward undertake no obligation to update or clarify these forward-looking

statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

forward looking statements disclosure

Non-GAAP Financial Measures

This presentation contains certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United

States (GAAP). Such non-GAAP financial information should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in

accordance with GAAP. However, we believe that non-GAAP reporting provides meaningful information and therefore we use it to supplement our GAAP information.

We have chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating

results, to illustrate the results of operations giving effect to the non-GAAP adjustments and to provide an additional measure of performance. We believe this

information is helpful in understanding the results of operations separate and apart from items that may, or could, have a disproportional positive or negative impact in

any given period. For a reconciliation of the differences between the non-GAAP financial measures and the most comparable GAAP measures, please refer to the

reconciliation tables in the appendix at the end of this presentation.

No Offer or Solicitation

This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval with respect to the

proposed transaction between First Financial and Finward. No offer of securities shall be made except by means of a prospectus meeting the requirements of the

Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Important Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, First Financial intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”) to register

the shares of First Financial capital stock to be issued in connection with the proposed transaction. The Registration Statement will include a proxy statement of Finward

and a prospectus of First Financial (the “Proxy Statement/Prospectus”), and First Financial and Finward may file with the SEC other relevant documents concerning the

proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE REGISTRATION

STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE AND ANY OTHER

RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, FINWARD AND THE PROPOSED TRANSACTION AND RELATED MATTERS.

Participants in Solicitation

Finward and its directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect of the Merger.

Information concerning Finward’s participants is set forth in the Proxy Statement, dated April 3, 2026, for Finward’s 2026 annual meeting of stockholders as filed with

the SEC on Schedule 14A. Additional information regarding the participants in the solicitation of proxies in respect of the proposed transaction and interests of

participants of Finward in the solicitation of proxies in respect of the Merger will be included in the Registration Statement and Proxy Statement/Prospectus to be filed

with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

2Q 2026 results

143rd Consecutive Quarter of Profitability

• EOP assets decreased $340.1 million compared to the linked quarter to $22.4 billion

• EOP loans increased $240.1 million compared to the linked quarter to $13.7 billion; 7.1% on an annualized basis

• Average deposits increased $41.2 million compared to the linked quarter to $17.7 billion

• EOP investment securities decreased $222.9 million compared to the linked quarter

Balance Sheet

Profitability

Asset Quality

Income Statement

Capital

• Noninterest income – $73.8 million; $71.9 million as adjusted1

• Noninterest expense – $161.5 million; $149.1 million as adjusted1

• Efficiency ratio – 61.2%. Adjusted1 efficiency ratio – 56.8%

• Effective tax rate of 19.0%. Adjusted1 effective tax rate of 20.1%

• Net interest income – $190.4 million

• Net interest margin of 3.96% on a GAAP basis; 3.98% on a fully tax equivalent basis1

• Net income – $76.5 million or $0.73 per diluted share. Adjusted1 net income – $83.9 million or $0.80 per diluted share

• Return on average assets – 1.37%. Adjusted 1 return on average assets – 1.50%

• Return on average shareholders’ equity – 10.39%. Adjusted1 return on average shareholders’ equity – 11.40%

• Return on average tangible common equity – 17.95%. Adjusted1 return on average tangible common equity – 19.70%

• Provision expense – $8.2 million

• Net charge-offs – $6.7 million. NCOs / Avg. Loans – 0.20% annualized

• Classified Assets / Total Assets – 1.01%

• NPA / Total Assets – 0.43%

• ACL / Total Loans – 1.38%

• Total capital ratio – 15.75%

• Tier 1 common equity ratio – 12.33%

• Tangible common equity ratio – 8.24%. Adjusted1 tangible common equity ratio – 9.30%

• Tangible book value per share – $16.64

1 Non-GAAP financial measure which management believes facilitates a better understanding of the Company’s financial condition.

See Appendix for Non-GAAP reconciliation.

2Q 2026 highlights

• Strong adjusted1 quarterly earnings driven by robust net interest margin

• Adjusted1 earnings per share – $0.80; highest in Company history

• Adjusted1 return on assets – 1.50%

• Adjusted1 pre-tax, pre-provision return on assets – 2.03%

• Adjusted1 return on average tangible common equity – 19.70%

• Strong loan growth during the quarter

• EOP loan balances increased $240 million compared to the linked quarter, or 7.1% on an annualized basis

• Quarterly growth was broad-based, highlighted by C&I, Summit and seasonal growth from Agile

• Total average deposit balances increased $41 million

• Growth in interest bearing demand accounts and seasonal influx of public funds offset declines in retail time deposits and brokered CDs

• Average noninterest bearing deposits were 20.5% of average total deposits

• Excluding brokered CDs, average deposits increased $168.6 million

• Net interest margin (FTE)¹ of 3.98% decreased 1 bp from linked quarter; excluding accretion and loan fees, margin increased 5 bps

• 6 bp decrease in cost of funds

• 7 bp decrease in asset yields

• Decline in loan accretion diluted net interest margin 5 bps

o Decline primarily related to lower-than-expected prepayment rates on acquired mortgage loans

1 Non-GAAP financial measure which management believes facilitates a better understanding of the

Company’s financial condition. See Appendix for Non-GAAP reconciliations.

• Noninterest income of $73.8 million; $71.9 million as adjusted1

• Adjustments include $0.3 million loss on securities and $2.2 million of acquisition-related adjustments

• Leasing business income continues strong performance with a 5.3% increase from first quarter to $22.8 million

• Other noninterest income increased $3.6 million, or 111.3% from the linked quarter, due to higher income from bank owned life insurance and limited

partnership investments

• Foreign exchange income of $13.1 million

• Adjusted1 noninterest expense of $149.1 million; 3.7% decrease from first quarter

• Adjustments1 include $11.6 million of acquisition related expenses and $0.8 million of tax credit write-downs and other expenses not expected to recur

• Decrease from prior quarter driven by lower compensation costs

• Efficiency ratio of 61.2%; 56.8% as adjusted1

• Credit quality in line with expectations

• Total ACL of $208.2 million; provision expense of $8.2 million

o Loans and leases - ACL of $189.9 million

o 1.38% of total loans; 2 bp increase from first quarter

o Unfunded Commitments - ACL of $18.3 million

• $6.7 million in net charge-offs; 0.20% of loans on an annualized basis; 15 bps decline from first quarter

• Slight declines in classified and nonperforming asset balances

• Capital ratios remain strong

• Total capital ratio of 15.75%; 5 bp increase from linked quarter

• Tier 1 common equity of 12.33%; 11 bp increase from linked quarter

• Tangible book value of $16.64; increased $0.49, or 3.0% from linked quarter

• Tangible common equity increased to 8.24%; 9.30%1 excluding ($223.7) million of AOCI

• Board of Directors approved $0.01 quarterly dividend increase to $0.26 to be paid in 3Q26

2Q 2026 highlights

1 Non-GAAP financial measure which management believes facilitates a better understanding of the

Company’s financial condition. See Appendix for Non-GAAP reconciliations.

acquisition update – Westfield and BFIN

Successful conversion of BankFinancial in June

High retention of clients and key associates

On track to achieve financial targets, cost savings and EPS contribution

Cost savings fully implemented as of June 30th for Westfield

BankFinancial cost savings will gradually phase in over the course of

the third quarter with full synergies expected by quarter-end

adjusted net income1

1 Non-GAAP financial measure which management believes facilitates a better understanding of

the Company’s financial condition. See Appendix for Non-GAAP reconciliations.

All dollars shown in thousands, except per share amounts

The table below lists certain adjustments that the Company believes are significant to understanding its

quarterly performance.

As Reported Adjusted 1 As Reported Adjusted 1

Net interest income 190,377 $ 190,377 $ 189,610 $ 189,610 $

Provision for credit losses-loans and leases 12,933 $ 12,933 $ 6,030 $ 6,030 $

Provision for credit losses-unfunded commitments (4,743) $ (4,743) $ 2,510 $ 2,510 $

Noninterest income 73,791 $ 73,791 $ 81,906 $ 81,906 $

less: gains (losses) on security transactions - (336) A (1,260) - A

3,189 - A 8,892 - A

less: other - (986) A (1,371) - A

Total noninterest income 73,791 $ 71,924 $ 81,906 $ 75,645 $

Noninterest expense 161,542 $ 161,542 $ 169,408 $ 169,408 $

less: tax credit investment writedown - 669 A 669 - A

less: merger-related expenses - 11,641 A 14,257 - A

less: other - 129 A (357) - A

Total noninterest expense 161,542 $ 149,103 $ 169,408 $ 154,839 $

Income before income taxes 94,436 $ 105,008 $ 93,568 $ 101,876 $

Income tax expense 17,980 $ 17,980 $ 19,123 $ 19,123 $

plus: after-tax impact of tax credit investment @ 21% - 918 - 528

plus: tax effect of adjustments (A) @ 21% statutory rate - 2,220 - 1,745

Total income tax expense 17,980 $ 21,118 $ 19,123 $ 21,396 $

Net income 76,456 $ 83,890 $ 74,445 $ 80,480 $

Net earnings per share - diluted 0.73 $ 0.80 $ 0.71 $ 0.77 $

Pre-tax, pre-provision return on average assets 1.84% 2.03% 1.84% 1.99%

2Q 2026 1Q 2026

less: gain on bargain purchase

profitability

Return on Average Assets

Return on Avg Tangible Common Equity

Diluted EPS

1 Non-GAAP financial measure which management believes facilitates a better understanding of the

Company’s financial condition. See Appendix for Non-GAAP reconciliation.

Adjusted1 Pre-tax, Pre-Provision Earnings

$0.71 $0.73 $0.64 $0.73 $0.75

$0.80 $0.77 $0.80 $0.76 $0.74

2Q25 3Q25 4Q25 1Q26 2Q26

Diluted EPS Adjusted EPS 1

1.34% 1.37% 1.22% 1.52% 1.54%

1.54% 1.55% 1.52% 1.45% 1.50%

2Q25 3Q25 4Q25 1Q26 2Q26

ROA Adjusted ROA1

17.78% 17.95% 16.27% 19.61% 19.11%

19.70% 19.22% 20.27% 19.76% 19.29%

2Q25 3Q25 4Q25 1Q26 2Q26

ROATCE Adjusted ROATCE 1

$109.4 $110.4 $113.2 $98.5 $100.7

2.03%

1.99%

2.15% 2.14% 2.14%

2Q25 3Q25 4Q25 1Q26 2Q26

Pre-tax, pre-provision earnings Pre-tax, pre-provision ROA 1

net interest income & margin

2Q26 NIM (FTE) Progression

All dollars shown in millions

1 1

1 Non-GAAP financial measure which management believes facilitates a better understanding of the

Company’s financial condition. See Appendix for Non-GAAP reconciliation.

1Q26 3.99%

Asset yields/mix -0.02%

Loan accretion -0.05%

Funding costs/mix 0.06%

2Q26 3.98%

$185.3 $181.4

$166.6

$154.3 $155.4

$2.8 $3.2

$5.2

$5.1 $4.0

$2.3 $4.9

$2.2

$189.6 $190.4

$174.0

$160.5 $158.3

2Q25 3Q25 4Q25 1Q26 2Q26

Basic NII Loan Fees Loan Accretion

Net Interest Income

3.89% 3.81% 3.82% 3.87% 3.95%

0.06% 0.12% 0.07% 0.13% 0.10% 0.05% 0.10% 0.05%

3.98% 3.99% 3.98% 4.05% 4.02%

2Q25 3Q25 4Q25 1Q26 2Q26

Basic Margin (FTE) Loan Fees Loan Accretion

Net Interest Margin (FTE)

average balance sheet

All dollars shown in millions

1 Includes loans fees and loan accretion

$4,769 $5,080 $3,989 $3,479 $3,552

4.42% 4.45%

4.31% 4.31%

4.44%

2Q25 3Q25 4Q25 1Q26 2Q26

Investment Securities Investment Securities Yield

Average Securities

$12,812 $14,028 $13,619 $11,793 $11,806

6.45%

6.68% 6.50% 6.85% 6.88%

2Q25 3Q25 4Q25 1Q26 2Q26

Loans Loan Yield

Average Loans

$17,646 $17,687 $15,959 $14,355 $14,512

1.80% 1.83%

1.96%

2.11% 2.13%

2Q25 3Q25 4Q25 1Q26 2Q26

Deposits Cost of Deposits

Average Deposits

Borrowing Capacity

• Interest-bearing deposits with other banks of

$579 million

• Investment securities portfolio:

• 99.0% of investment portfolio classified as

available-for-sale

• $765.3 million of expected cash flow from

securities portfolio in next 12 months

• $410.1 million of floating rate securities

with minimal losses

• Portfolio duration of 4.7 years at June 30,

2026

borrowing capacity & cash/investment liquidity

Cash/Investment Liquidity

All dollars shown in thousands

FHLB borrowing availability 1,264,058 $

Fed Discount Window availability 799,058

Brokered CDs/Deposit placement services 3,212,338

Fed funds 1,013,000

Total as of June 30, 2026 6,288,454 $

loan portfolio

Loan LOB Mix (EOP) Net Loan Change-LOB (Linked Quarter)

All dollars shown in millions

Total growth/(decline):

$240.1 million

ICRE

$3,803

28%

Commercial &

Small Business

Banking

$3,966

29%

Oak Street

$1,172

Summit

$1,226

Agile

$377

Consumer

$1,265

9% Mortgage

$1,926

14%

Total $13.7 billion $20.6

$85.7

-$12.6

$51.0

$79.1

$26.7

-$10.4

ICRE

Commercial & Small Business Banking

Oak Street

Summit

Agile

Consumer

Mortgage

loan concentrations

C&I and Owner Occupied CRE Loans

by Sector1

Investor CRE Loans by Property Type

All dollars shown in millions

1 Excludes Agile Premium Finance

• CRE balances approximately 180% of risk-based capital

NAICS Sector 6/30/26

% of Total

Loans

Finance and Insurance $1,330.4 9.7%

Manufacturing 1,150.9 8.4%

Construction 681.1 5.0%

Real Estate and Rental and Leasing 625.7 4.6%

Professional, Scientific, and Technical Services 341.0 2.5%

Health Care and Social Assistance 327.6 2.4%

Wholesale Trade 327.4 2.4%

Retail Trade 306.0 2.2%

Accommodation and Food Services 295.8 2.2%

Transportation and Warehousing 238.3 1.7%

Agriculture, Forestry, Fishing and Hunting 175.1 1.3%

Administrative and Support and Waste Management 168.1 1.2%

Other Services (except Public Administration) 123.2 0.9%

Utilities 105.9 0.8%

Information 98.0 0.7%

Arts, Entertainment, and Recreation 97.8 0.7%

Public Administration 68.3 0.5%

Management of Companies and Enterprises 57.9 0.4%

Educational Services 56.9 0.4%

Mining, Quarrying, and Oil and Gas Extraction 31.7 0.2%

Other 7.3 0.1%

Grand Total $6,614.3 48.2%

Property Type 6/30/26

% of Total

Loans

Residential Multi Family 5+ $1,062.9 7.7%

Retail Property 864.2 6.3%

Industrial 470.4 3.4%

REIT & Other 422.2 3.1%

Office 337.6 2.5%

Hospital/Nursing Home 298.6 2.2%

Land 116.9 0.9%

Hotel 95.2 0.7%

Other Real Estate 84.7 0.6%

Residential 1-4 Family 50.2 0.4%

Grand Total $3,802.9 27.7%

area of focus – NDFI exposure

All dollars shown in millions

NDFI Private Credit Exposure

• Direct Exposure

• $120.7 million outstanding

• Primarily subscription lines to well-established funds that are either an

institutional investor or publicly traded

• $210.0 million committed

• Loans to NDFI totaled $464.8 million, or 3.4%

of the total loan portfolio

• All NDFI loans pass rated at 6/30

• Average loan size is $8.6 million; median size is

$7.1 million

• Exposure primarily contained to Mortgage

Credit Intermediaries (primarily REITs)

• 60% of total NFDI loans

deposits

Deposit Product Mix (Avg) 2Q26 Average Deposit Progression

All dollars shown in millions

Total growth/(decline):

$41.2 million

$18.8

$93.9

-$0.4

-$57.8

-$47.9

-$127.4

$162.0

Noninterest-bearing

Interest-bearing demand

Savings

Money Market

Retail CDs

Brokered Deposits

Public Funds

Noninterest-bearing

$3,631

20%

Interest-bearing

demand

$2,412

14%

Savings

$1,181

Money Market

$4,482

25%

Retail CDs

$2,463

14%

Brokered

Deposits

$1,337

Public Funds

$2,181

12%

Total $17.7 billion

average deposit trends

All dollars shown in millions

Average Deposit Balances Uninsured Deposits

Uninsured deposits (per call report instructions) 7,455 $

Less: Public funds 2,057

Less: Intercompany deposits 543

Adjusted uninsured deposits 4,855

Borrowing capacity 6,288

Borrowing capacity in excess of adjusted

uninsured deposits $ 1,433

Borrowing capacity as a % of adjusted uninsured

deposits 129.5%

Adjusted uninsured deposits to total deposits 27.6%

$16,061 $16,214

$14,424

$13,010 $13,000

2Q25 3Q25 4Q25 1Q26 2Q26

noninterest income

Noninterest Income

1 Non-GAAP financial measure which management believes facilitates a better understanding of the Company’s financial

condition. See Appendix for Non-GAAP reconciliations.

2Q26 Highlights

• Adjustments include a $0.3 million loss on

securities and $2.2 million of acquisition related

adjustments

• Adjusted1 noninterest income 27% of net

revenue

• Leasing business income increased $1.1 million,

or 5.3%, from the linked quarter to $22.8 million

• Foreign exchange income decreased $3.2 million,

or 19.7% from first quarter, to $13.1 million

• Wealth management fees of $8.2 million

decreased $2.2 million, or 21.3%, compared to

record first quarter due to lower investment

banking fees

• Client derivative fee income decreased $2.6

million, or 64%, from the linked quarter to $1.4

million

• Other noninterest income increased $3.6 million,

or 111%, from the linked quarter due to higher

income from bank owned life insurance and

limited partnership investments

All dollars shown in millions

Service Charges

$8.9

12%

Wealth Mgmt

$8.2

11%

Bankcard

$3.0

Client derivative

fees

$1.4

Foreign

exchange

$13.1

18%

Leasing

business

$22.8

31%

Mortgage

banking

$6.7

Gain on bargain

purchase

$3.2

Other

$6.5

Total $73.8 million

$71.9 million as adjusted 1

noninterest expense

Noninterest Expense

2Q26 Highlights

1 Non-GAAP financial measure which management believes facilitates a better understanding of the

Company' Company’s financial condition. See Appendix for Non-GAAP reconciliations.

All dollars shown in millions

• Adjusted1 noninterest expense decreased $5.7 million, or 3.7%

from linked quarter

• Efficiency ratio of 61.2%; 56.8% as adjusted1

• Decrease driven by lower compensation costs

• $12.4 million of adjustments1 include:

• $11.6 million of acquisition related expenses

• $0.8 million of tax credit investment write-downs and

other costs not expected to recur

Full-time Equivalent Employees

2 Includes 169 FTE from Westfield acquisition 3 Includes 156 FTE from BankFinancial acquisition in 1Q

and 154 FTE in 2Q

2,319 2,371 2,164 2,033 1,986

2Q25 3Q25 4Q25 1Q26 2Q26

Full-time equivalent employees

2 3 3

56.9% 57.4%

62.6% 62.4% 61.2%

56.4% 57.0% 56.5% 58.4% 56.8%

2Q25 3Q25 4Q25 1Q26 2Q26

Efficiency Ratio Adjusted Efficiency Ratio 1

Efficiency Ratio

Salaries and

benefits

$86.9

54%

Occupancy

and

equipment

$11.8

Data processing

$13.6

Professional

services

$7.4

Intangible

amortization

$6.2

Leasing business

expense

$14.6

Other

$21.0

13%

$161.5

allowance for credit losses

2Q26 Highlights

All dollars shown in millions

• $208.2 million combined ACL; $8.2

million combined provision expense

• $189.9 million ACL – loans and leases

• ACL 1.38% of total loans; 2 bp increase

from first quarter

• Utilized Moody’s June baseline forecast

in quantitative model

• $18.3 million ACL – unfunded

commitments

ACL / Total Loans

$158.5 $161.9

$186.5 $183.7 $189.9 $17.1 $17.6

$20.2 $23.0 $18.3 $175.7 $179.5

$206.7 $206.7 1.34% $208.2

1.38%

1.39%

1.36% 1.38%

2Q25 3Q25 4Q25 1Q26 2Q26

ACL-loans and leases ACL-unfunded commitments

ACL / Total Loans

asset quality

Classified Assets / Total Assets

1 Provision includes both loans & leases and unfunded commitments

All dollars shown in millions

Nonperforming Assets / Total Assets

Net Charge Offs & Provision Expense1

$96.3 $102.0 $100.8

$77.1 $76.1

0.43% 0.44% 0.48% 0.41% 0.41%

2Q25 3Q25 4Q25 1Q26 2Q26

NPAs NPAs / Total Assets

$6.0

$5.2

$8.8

$11.6

$6.7

$9.8 $9.1 $10.1 $8.5 $8.2

0.20%

0.35%

0.27%

0.18%

0.21%

2Q25 3Q25 4Q25 1Q26 2Q26

NCOs Provision Expense NCOs / Average Loans

$226.8

$232.4 $235.5

$218.8 $214.3

1.02% 1.01%

1.15% 1.18% 1.11%

2Q25 3Q25 4Q25 1Q26 2Q26

Classified Assets Classified Assets / Total Assets

capital

Tangible Common Equity Ratio

6/30 Risk Weighted Assets = $16,456,311

All capital numbers are considered preliminary.

1 Non-GAAP financial measure which management believes facilitates a better understanding of the Company’s

financial condition. See Appendix for Non-GAAP reconciliation. Adjusted TCE excludes impact from AOCI

Tier 1 Common Equity Ratio Tier 1 Capital Ratio

8.40%

8.87%

7.79% 7.87% 8.24%

9.81%

10.15%

8.74% 8.88%

9.30%

2Q25 3Q25 4Q25 1Q26 2Q26

TCE ratio Adjusted TCE ratio¹

12.22% 12.33%

11.32%

12.57% 12.91%

7.00%

2Q25 3Q25 4Q25 1Q26 2Q26

Tier 1 Common Equity Ratio Basel III minimum

12.50% 12.61%

11.60%

12.89% 13.23%

8.50%

2Q25 3Q25 4Q25 1Q26 2Q26

Tier 1 Capital Ratio Basel III minimum

15.46% 15.70% 15.75% 14.98% 15.32%

10.50%

2Q25 3Q25 4Q25 1Q26 2Q26

Total Capital Ratio Basel III minimum

Total Capital Ratio

capital strategy

Tangible Book Value Per Share Strategy & Deployment

• 3.0% annualized dividend yield as of

June 30th

• 34% of 2Q26 earnings returned to

shareholders through common dividend

• Most recent internal stress testing

indicates capital ratios above regulatory

minimums in all modeled scenarios

• No shares repurchased in 2Q26

• Common dividend to be paid in third

quarter increasing $0.01, or 4.0%, to

$0.26

• Increase in TBV per share from linked

quarter driven by strong earnings

• 8.1% increase since 2Q25;

• Exceeds pre-Westfield/BFIN level

1 Excludes impact from AOCI

$15.40

$16.19 $15.74 $16.15

$16.64

$17.98

$18.52

$17.67 $18.23

$18.78

2Q25 3Q25 4Q25 1Q26 2Q26

Tangible Book Value per Share TBV per share-adjusted1

outlook commentary

• Loan balances expected to increase mid single digits on an annualized basis

• Core deposit balances expected to increase low single digits

• Total noninterest expense expected to be $149 - 152 million

• Incentive expense will fluctuate with fee income Noninterest Expense

Net Interest Margin

Balance Sheet

Credit • Stable credit costs expected

• Stable ACL coverage as a percentage of loans expected

Noninterest Income

• Total expected fee income of $74 - 77 million

• Includes $15 - 17 million foreign exchange

• Includes $22 - 24 million leasing business income

1 See Forward Looking Statement Disclosure on page 2-4 of this presentation for a discussion of factors

that could affect management’s expectations and results in future periods.

• Expected to be 3.96% - 4.01%; assumes no rate changes

• Assumes accretion income in line with 2Q26

Capital • Common dividend increase of $0.01 to $0.26; to be paid in 3Q26

Noninterest Expense

Net Interest Margin

Balance Sheet

Credit

Noninterest Income

strategic expansion in Chicago & Northwest

Indiana with Finward acquisition

July 21, 2026

5.0% Earnings per Share accretion

De minimis TBV dilution

Capitalized value of synergies represents 76% of deal value

Enhances key profitability metrics, including 90bps improvement in Efficiency

Ratio and 100bps increase in ROTCE

Acquisition of a low cost, granular core deposit franchise with $2.0Bn of assets

and 126 year presence in Chicago and Northwest Indiana market

Increases Chicago MSA deposits by 75% to $4.1Bn pro forma

Well-priced expansion opportunity at 1.4x Price / TBV; 66% Pay-to-Trade ratio

Proven strong credit culture and risk management practices

Low integration risk given the relative size and expected efficient combination

Limited resource requirement will not disrupt internal initiatives or the

consideration of other strategic opportunities

Complementary to existing Chicagoland / Northwest Indiana presence,

including recently acquired BankFinancial footprint, Chicago Commercial LPO,

Agile Premium Finance headquarters and Bannockburn Capital Markets office

Continues build-out of Chicago MSA into a major metro hub for First Financial

Adds $412MM of wealth assets under management

transaction highlights(1)

Financially attractive

with mid-single digit

EPS accretion and

minimal TBV impact

Strategically expands

presence in economically

robust Chicago and Northwest

Indiana market with strong

core deposit franchise

Strong strategic and cultural

alignment supports low

execution risk

Enhances Chicago

banking franchise for

continued growth

in the market

(1) See Forward Looking Statement Disclosure on pages 2-4 of this

presentation for a discussion of factors that could affect management’s

expectations and results in future periods

overview of Finward

Key Franchise Highlights

Financial Summary Loan & Deposit Composition

Total Assets $2.0Bn

Total Deposits $1.7Bn

Assets Under Management $412MM

Headquarters Munster, Indiana

Chief Executive Officer Ben Bochnowski

Year Founded 1910

Branches 24 Retail Locations

Ticker FNWD (NASDAQ-Listed)

Balance Sheet & Capital (1Q’26, %)

Cash & Securities / Assets 21

Loan / Deposit Ratio 85

CET1 Ratio 12.0

Reserves / Loans 1.19

NCOs / Avg. Loans 0.00

Profitability (1Q’26, %)

Return on Avg. Assets 0.44

Net Interest Margin (FTE) 3.35

Efficiency Ratio 84

Noninterest Income / Operating Revenue 14

Cost of Deposits 1.62

Attractive low cost, core deposit franchise

Significant scarcity value in Chicago / Northwest Indiana

Attractive wealth business drives durable fee revenue

Strong capitalization and excess liquidity profile

Robust credit quality and underwriting philosophy

Loan Composition (1) Deposit Composition

Loans: $1.4Bn

Yield on Loans: 5.50%

Deposits: $1.7Bn

Cost of Deposits: 1.62%

Overview of Finward

Residential

Real Estate

31%

Home

Equity

4% Commercial Real

Estate

39%

Construction &

Land Dev.

Multifamily

13%

Commercial

Business

Other

Noninterest Bearing

16%

IB Demand,

Savings & MMDA

56%

Retail Time

(≤ $250K)

22%

Jumbo Time (> $250K)

Note: Financial Data as of 1Q’26

1 Excludes net deferred fee and cost adjustments. Other includes consumer, manufactured homes and government loan balances.

Increases Chicago

Deposits to $4.1Bn

complementary Chicago & Northwest Indiana presence

1 Per FDIC deposit information

Source: S&P Capital IQ Pro, Moody’s, World Business Chicago

Joliet

Evanston

Skokie

Hoffman

Estates

Naperville

Bolingbrook

Tinley Park

Gary

Wheaton Chicago

Milwaukee

INDIANA

Indianapolis

KENTUCKY

Columbus

OHIO

MICHIGAN

Lansing

Louisville

Cincinnati

Grand

Rapids

Chicago

Continues Build-Out of Chicago MSA

Extension of Chicago and Northwest Indiana retail network

Adds to recent acquisition of BankFinancial

Commercial loan production office in Fulton Market

Agile Premium Finance headquartered in Chicago MSA

Bannockburn Capital Markets office in downtown Chicago

$2.3

$1.8

$4.1

FFBC FNWD Pro Forma PF

Chicago MSA Deposits (1)

($Bn)

Legacy First Financial

Acquired BankFinancial

(Closed Jan. ’26)

Finward Bancorp

(Announced July ’26)

ILLINOIS

summary of expected financial impacts

Key Items Pro Forma Financial Impacts

Earnings per Share(1) (Fully Phased-In) 5.0%

TBV(1) per Share at Closing (0.4)%

TBV 0.6 Years (1) Earnback (Crossover Method)

Capitalized Value of Synergies / Deal Value 76%

Internal Rate of Return 21%

CET1 Ratio Impact at Closing (50) Bps

Return on Tangible Common Equity +100 Bps (1) (Fully Phased-In)

Efficiency Ratio Improvement (Fully Phased-In) 90 Bps

Pro Forma Impacts Operating

Metrics

(1) Non-GAAP financial measure which management believes facilitates a better

understanding of the Company’s financial condition. See Appendix for Non-GAAP reconciliation.

transaction terms

Consideration

& Deal Value

Transaction

Multiples

Closing &

Other

• Consideration Mix – 100% FFBC common stock

• Exchange Ratio – Fixed exchange ratio of 1.35x

‒ Approximately 5.9 million shares issued to Finward in transaction

• Transaction Value – $210 million deal value, or $48.22 per Finward share (1)

• Pro Forma Ownership – First Financial: 95% / Finward: 5%

• Price / TBV – 1.4x

• Pay-to-Trade Ratio – 66%

• Core Deposit Premium – 3.8%

• Price / 2027E EPS with Synergies – 6.5x

• Closing Date – Targeted close by end of year

• Integration – Expected efficient integration leveraging First Financial’s proven acquisition expertise

• Name and Brand – To be rebranded as First Financial Bank

• Approvals – Requires customary regulatory approvals and approval by Finward’s shareholders

1 Based on First Financial closing share price of $35.72 on July 17, 2026

key transaction assumptions

Key Merger

Assumptions

• Cost Savings – Approximately 40% of Finward’s annual noninterest expense

‒ 50% phase-in during 2027 and 100% in 2028 and thereafter

• One-Time Merger Expenses – $36 million pre-tax

‒ Fully reflected in pro forma impacts at closing for illustrative purposes

• Core Deposit Intangible – 3.00% of Finward’s non-time deposits of $1.2 billion

‒ Amortized over 10 years using sum-of-years digits method

Fair Value

Adjustments

• Loan Credit Mark – 1.19% of Finward’s total loans; equal to current reserves

• Loan Interest Rate FMV Adjustment – $36 million estimated at close, or 2.5% of loans

‒ Accreted into earnings over 5 years using straight-line method

Other • Durbin Interchange Revenue Impact – Estimated approx. $0.4 million annual impact

key takeaways

Strong strategic and cultural alignment supports low execution risk

Enhances Chicago banking franchise for continued growth

in the market

Strategically expands presence in economically robust Chicago and

Northwest Indiana market with strong core deposit franchise

Financially attractive with mid-single digit EPS accretion and minimal

TBV impact

appendix: non-GAAP to GAAP reconciliation

All dollars shown in thousands

Net interest income and net interest margin - fully tax equivalent

June 30, Mar. 31, Dec. 31, Sep. 30, June 30,

2026 2026 2025 2025 2025

Net interest income 190,377 $ 189,610 $ 173,995 $ 160,486 $ 158,269 $

Tax equivalent adjustment 1,161 1,186 1,227 1,248 1,246

Net interest income - tax equivalent $ 190,796 191,538 $ 175,222 $ 161,734 $ 159,515 $

Average earning assets 19,304,416 $ 19,393,679 $ 17,448,460 $ 15,968,153 $ 15,814,576 $

Net interest margin1 3.96 % 3.97 % 3.96 % 3.99 % 4.01 %

Net interest margin (fully tax equivalent)1 3.98 % 3.99 % 3.98 % 4.02 % 4.05 %

Three months ended

1 Margins are calculated using net interest income annualized divided by average earning assets.

The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes

a 21% tax rate. Management believes that it is a standard practice in the banking industry to present net interest margin and net interest income on a

fully tax equivalent basis. Therefore, management believes these measures provide useful information to investors by allowing them to make peer

comparisons. Management also uses these measures to make peer comparisons.

appendix: non-GAAP to GAAP reconciliation

All dollars shown in thousands

Additional non-GAAP ratios

June 30, Mar. 31, Dec. 31, Sep. 30, June 30,

(Dollars in thousands, except per share data) 2026 2026 2025 2025 2025

Net income (a) 76,456 $ 74,445 $ 62,393 $ 71,923 $ 69,996 $

Average total shareholders' equity 2,951,237 2,947,585 2,695,581 2,575,203 2,515,747

Less:

Goodw ill (1,099,742) (1,099,543) (1,069,781) (1,007,656) (1,007,656)

Other intangibles (143,403) (149,631) (104,184) (74,448) (76,076)

Average tangible equity (b) 1,708,092 1,698,411 1,521,616 1,493,099 1,432,015

Total shareholders' equity 2,987,488 2,940,625 2,769,216 2,631,855 2,558,155

Less:

Goodw ill (1,099,936) (1,099,543) (1,099,524) (1,007,656) (1,007,656)

Other intangibles (140,705) (145,927) (118,832) (73,797) (75,458)

Ending tangible common equity (c) 1,746,847 1,695,155 1,550,860 1,550,402 1,475,041

Less:

AOCI (217,430) (223,720) (189,942) (223,000) (246,384)

Adjusted ending tangible common equity (d) 1,970,567 1,912,585 1,740,802 1,773,402 1,721,425

Total assets 22,439,679 22,779,815 21,129,379 18,554,506 18,634,255

Less:

Goodw ill (1,099,936) (1,099,543) (1,099,524) (1,007,656) (1,007,656)

Other intangibles (140,705) (145,927) (118,832) (73,797) (75,458)

Ending tangible assets (e) 21,199,038 21,534,345 19,911,023 17,473,053 17,551,141

Risk-w eighted assets (f) 16,456,311 16,127,377 15,890,363 14,166,935 14,129,683

Total average assets 22,391,439 22,459,721 20,256,539 18,566,188 18,419,437

Less:

Goodw ill (1,099,742) (1,099,543) (1,069,781) (1,007,656) (1,007,656)

Other intangibles (143,403) (149,631) (104,184) (74,448) (76,076)

Average tangible assets (g) 21,148,294 $ 21,210,547 $ 19,082,574 $ 17,484,084 $ 17,335,705 $

Ending shares outstanding (h) 104,956,458 104,932,829 98,521,726 95,757,250 95,760,617

Ratios

Return on average tangible shareholders' equity (a)/(b) 17.95% 17.78% 16.27% 19.11% 19.61%

Ending tangible common equity as a percent of:

Ending tangible assets (c)/(e) 8.24% 7.87% 7.79% 8.87% 8.40%

Risk-w eighted assets (c)/(f) 10.62% 10.51% 9.76% 10.94% 10.44%

Adjusted ending tangible common equity to ending tangible assets (d)/(e) 9.30% 8.88% 8.74% 10.15% 9.81%

Average tangible equity as a percent of average tangible assets (b)/(g) 8.08% 8.01% 7.97% 8.54% 8.26%

Tangible book value per share (c)/(h) 16.64 $ 16.15 $ 15.74 $ 16.19 $ 15.40 $

Three months ended,

appendix: non-GAAP to GAAP reconciliation

All dollars shown in thousands

Additional non-GAAP measures

4Q25 3Q25

As Reported Adjusted As Reported Adjusted As Reported Adjusted As Reported Adjusted

Net interest income (f) 190,377 $ 190,377 $ 189,610 $ 189,610 $ 173,995 $ 173,995 $ 160,486 $ 160,486 $

Provision for credit losses-loans and leases (j) 12,933 12,933 6,030 6,030 9,688 9,688 8,612 8,612

Provision for credit losses-unfunded commitments (j) (4,743) (4,743) 2,510 2,510 412 412 453 453

Noninterest income 73,791 73,791 81,906 81,906 64,767 64,767 73,525 73,525

less: gains (losses) on security transactions (336) (1,260) (12,576) (42)

less: gain on bargain purchase 3,189 8,892 - -

less: other (1,371) (986) - -

Total noninterest income (g) 73,791 71,924 81,906 75,645 64,767 77,343 73,525 73,567

Noninterest expense 161,542 161,542 169,408 169,408 149,531 149,531 134,269 134,269

less: tax credit investment w ritedow n 669 669 800 112

less: merger-related expenses 11,641 14,257 5,658 -

less: Other (357) 129 1,177 827

Total noninterest expense (e) 161,542 149,103 169,408 154,839 149,531 141,896 134,269 133,330

Income before income taxes (i) 94,436 105,008 93,568 101,876 79,131 99,342 90,677 91,658

Income tax expense 17,980 17,980 19,123 19,123 16,738 16,738 18,754 18,754

plus: tax effect of adjustments 918 528 632 89

plus: after-tax impact of tax credit investments @ 21% 2,220 1,745 4,244 206

Total income tax expense (h) 17,980 21,118 19,123 21,396 16,738 21,614 18,754 19,049

Net income (a) 76,456 $ 83,890 $ 74,445 $ 80,480 $ 62,393 $ 77,728 $ 71,923 $ 72,609 $

Average diluted shares (b) 104,937 104,937 104,615 104,615 97,594 97,594 95,754 95,754

Average assets (c) 22,391,439 22,391,439 22,459,721 22,459,721 20,256,539 20,256,539 18,566,188 18,566,188

Average shareholders' equity (k) 2,951,237 2,951,237 2,947,585 2,947,585 2,695,581 2,695,581 2,575,203 2,575,203

Less:

Goodw ill and other intangibles (1,243,145) (1,243,145) (1,249,174) (1,249,174) (1,173,965) (1,173,965) (1,082,104) (1,082,104)

Average tangible equity (d) 1,708,092 1,708,092 1,698,411 1,698,411 1,521,616 1,521,616 1,493,099 1,493,099

Ratios

Net earnings per share - diluted (a)/(b) 0.73 $ 0.80 $ 0.71 $ 0.77 $ 0.64 $ 0.80 $ 0.75 $ 0.76 $

Return on average assets - (a)/(c) 1.37% 1.50% 1.34% 1.45% 1.22% 1.52% 1.54% 1.55%

Pre-tax, pre-provision return on average assets -

((a)+(j)+(h))/(c) 1.84% 2.03% 1.84% 1.99% 1.75% 2.14% 2.13% 2.15%

Return on average shareholders' equity (a)/(k) 10.39% 11.40% 10.24% 11.07% 9.18% 11.44% 11.08% 11.19%

Return on average tangible shareholders' equity -

(a)/(d) 17.95% 19.70% 17.78% 19.22% 16.27% 20.27% 19.11% 19.29%

Efficiency ratio - (e)/((f)+(g)) 61.2% 56.8% 62.4% 58.4% 62.6% 56.5% 57.4% 57.0%

Effective tax rate - (h)/(i) 19.0% 20.1% 20.4% 21.0% 21.2% 21.8% 20.7% 20.8%

(Dollars in thousands, except per share data)

2Q26 1Q26

First Financial Bancorp

First Financial Center

255 East Fifth Street

Cincinnati, OH 45202

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