Bochnowski Amends Finward Bancorp Stake

TL;DR

Bochnowski updated his Finward Bancorp stake filing - watch for changes.

AI Summary

On November 22, 2024, Benjamin J. Bochnowski filed an amendment (Amendment No. 5) to Schedule 13D regarding Finward Bancorp. This filing indicates a change in beneficial ownership of the company's common stock. The filing was made by Benjamin J. Bochnowski, with the address c/o Finward Bancorp, 9204 Columbia Avenue, Munster, Indiana 46321.

Why It Matters

This amendment to a Schedule 13D filing signals a potential shift in control or significant influence over Finward Bancorp by Benjamin J. Bochnowski, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant beneficial ownership, which can lead to increased volatility or strategic shifts for the company.

Key Players & Entities

• Benjamin J. Bochnowski (person) — Filing person and potential significant beneficial owner
• Finward Bancorp (company) — Subject company
• November 22, 2024 (date) — Date of event requiring filing

FAQ

Filing Documents

• ea0222199-13da5bochno_fin.htm (SC 13D/A) — 138KB
• ea022219901ex99-1_finward.htm (EX-99.1) — 64KB
• ea022219901ex99-2_finward.htm (EX-99.2) — 7KB
• 0001213900-24-101666.txt ( ) — 211KB

Identity and Background

Item 2. Identity and Background (a)-(c) The names of the persons filing this Schedule 13D (each a “ Reporting Person ,” and collectively the “ Reporting Persons ” or the “ Bochnowski Family ”), their residence or business address and current principal occupation or employment, if any, is as follows: Name Residence or Business Address Principal Occupation David A. Bochnowski P.O. Box 3117 Munster, IN 46321 — Ann M. Bochnowski P.O. Box 3117 Munster, IN 46321 — Benjamin J. Bochnowski c/o Finward Bancorp 9204 Columbia Avenue Munster, Indiana 46321 CEO and President of the Issuer; CEO of the Issuer’s wholly-owned subsidiary, Peoples Bank (the “ Bank ”); member of Issuer’s board of directors. Julia M. Kwait P.O. Box 3117 Munster, IN 46321 Attorney John Mark Bochnowski P.O. Box 3117 Munster, IN 46321 Musician James J. Bochnowski P.O. Box 3117 Munster, IN 46321 Marketing As a result of the entry into the voting agreement as described below, the Reporting Persons may be deemed to have formed a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Act ”); however, each of the Reporting Persons disclaims beneficial extent such Reporting Person actually exercises voting or dispositive power with respect to such securities, and the inclusion of such persons in this Schedule 13D shall not be construed as an admission that such persons are, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any of the securities held by such other Reporting Person. (d)-(e) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a c

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The Common Stock held by each of the Reporting Persons was acquired using personal funds or as a result of gifts. David A. Bochnowski and Benjamin J. Bochnowski also received stock grants from the Issuer as a part of incentive-based compensation over the course of many years. 8

Purpose of Transaction

Item 4. Purpose of Transaction The Common Stock held by each of the Reporting Persons was acquired for investment purposes based on the Reporting Persons’ respective beliefs that the shares represented an attractive and generational investment opportunity. The Reporting Persons acquired the Common Stock over the course of several decades, with initial purchases by David and Ann Bochnowski dating back to the Bank’s conversion to a stock corporation in 1984. The Bochnowski Family has had an interest in the Issuer since the Bank’s founding in 1910 by John Michael Bochnowski. Four generations of the family have served in management and director roles, and have continuously had board and management representation since the Bank’s stock conversion in 1984. The Bochnowski Family intends to maintain that representation, and to act in the best interests of the Bank’s shareholders, customers, employees, and the communities that it serves. No Reporting Person has any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur in connection with any of the actions set forth in the following paragraphs. Voting Agreement Effective November 21, 2024, the Reporting Persons entered into the Bochnowski Family Voting Agreement (the “ Voting Agreement ”) in order to consolidate and unify the voting power represented by the Common Stock each Reporting Person beneficially owns. Pursuant to the Voting Agreement, each Reporting Person agreed, individually and in their respective capacities as custodians or trustees of certain family trusts, to vote the Common Stock each holds or has voting control in accordance with the determination of Benjamin J. Bochnowski (the “ Proxy ”). To secure each Reporting Person’s obligation to vote in accordance with the Proxy’s direction, each Reporting Person p

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a)-(b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. The percent of class reported as beneficially owned on the cover pages of this Statement is based on 4,313,819 shares of Common Stock outstanding as of November 14, 2024 as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2024 filed on November 14, 2024 and is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. 9 (c) None of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days, except as follows: Reporting Person Transaction Date Transaction No. of Shares Price per Share Benjamin J. Bochnowski 10/31/2024 Purchase (reinvested dividend) 6.9843 $ 31.28 (d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, Common Stock. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information included in Item 4 is incorporated by reference herein.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 99.1 Bochnowski Family Voting Agreement, dated as of November 21, 2024, among the Reporting Persons. 99.2 Joint Filing Agreement dated as of November 22, 2024 among the Reporting Persons. 10 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 22, 2024 /s/ David A. Bochnowski Name: David A. Bochnowski /s/ Ann M. Bochnowski Name: Ann M. Bochnowski /s/ Benjamin J. Bochnowski Name: Benjamin J. Bochnowski /s/ Julia M. Kwait Name: Julia M. Kwait /s/ John M. Bochnowski Name: John M. Bochnowski /s/ James J. Bochnowski Name: James J. Bochnowski 11

View Full Filing

View this SC 13D/A filing on SEC EDGAR