[8-K] Finward Bancorp Reports Material Event

Rhea-AI Filing Summary

Salesforce (CRM) – Form 4 filed 29-Jul-2025

Chair & CEO Marc Benioff exercised 2,250 non-qualified stock options at an exercise price of $161.50 on 28-Jul-2025 and immediately sold the same 2,250 common shares under a Rule 10b5-1 plan. The open-market sales took place in four blocks at weighted-average prices of $267.3565, $268.6415, $269.5051 and $270.1588, raising roughly $0.6 million in gross proceeds.

Following the transactions, Benioff directly owns 11,911,571 CRM shares, plus 107,000 held in trust and 10,000,000 held through Marc Benioff Fund LLC. He also retains 153,122 vested but unexercised options expiring 22-Mar-2026. The sale represents about 0.02 % of his direct ownership and does not materially alter overall insider holdings.

Positive

• None.

Negative

• Insider selling: CEO Marc Benioff disposed of 2,250 CRM shares (~$0.6 M), an action some investors interpret as a mildly negative signal despite its small size.

Insights

Securities Analyst

TL;DR: Small, pre-planned sale by CEO; negligible effect on ownership—overall neutral insider signal.

Benioff’s sale matches the number of options exercised, indicating a cashless transaction to monetize gains while maintaining his core 11.9 million-share position. The filing confirms execution under a Rule 10b5-1 plan adopted 9-Jan-2025, reducing concerns about information-driven trading. Given Salesforce’s ~1 billion shares outstanding, the divestiture is immaterial (<0.001 %). Insider ownership alignment remains intact, and the remaining 153 k options provide continued incentive. Consequently, the event should have limited market impact, though some investors may view any C-suite selling as marginally bearish.

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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 29, 2025

FINWARD BANCORP

(Exact name of registrant as specified in its charter)

Indiana			001-40999			35-1927981
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

9204 Columbia Avenue

Munster, Indiana 46321

(Address of principal executive offices) (Zip Code)

(219) 836-4400

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, no par value			FNWD			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          o

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.          o

Item 2.02.         Results of Operations and Financial Condition

On July 29, 2025, Finward Bancorp (the “Bancorp”) issued a press release reporting its unaudited financial results for the quarter ended June 30, 2025. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01.         Financial Statements and Exhibits.

(d)Exhibits.

99.1			Earnings release for the quarter ended June 30, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 29, 2025

			FINWARD BANCORP
			By:			/s/ Benjamin L. Schmitt
						Name: Benjamin L. Schmitt
						Title: Executive Vice President, Chief Financial Officer and Treasurer

FAQ

How many Salesforce (CRM) shares did CEO Marc Benioff sell on 28-Jul-2025?

He sold 2,250 common shares.

At what prices were the CRM shares sold?

Weighted-average prices ranged from $267.07 to $270.22 across four transactions.

Did Benioff exercise stock options before selling the shares?

Yes. He exercised 2,250 options at an exercise price of $161.50 and then sold the resulting shares.

How many Salesforce shares does Benioff still own after the sale?

He directly owns 11,911,571 shares and indirectly controls another 10.1 million shares.

Were the transactions executed under a 10b5-1 trading plan?

Yes. The Form 4 states the sale occurred automatically under a Rule 10b5-1 plan adopted on 9-Jan-2025.

What derivative securities does Benioff still hold?

He retains 153,122 vested non-qualified stock options expiring on 22-Mar-2026.