inbk-20251022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 22, 2025
| First Internet Bancorp | ||||||||||||||
| (Exact Name of Registrant as Specified in Its Charter) | ||||||||||||||
| Indiana | ||||||||||||||
| (State or Other Jurisdiction of Incorporation) | ||||||||||||||
| 001-35750 | 20-3489991 | |||||||||||||
| (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||
| 8701 E. 116th Street | 46038 | |||||||||||||
Fishers, Indiana | ||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(317) 532-7900 | ||||||||||||||
| (Registrant's Telephone Number, Including Area Code) | ||||||||||||||
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):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||||||||
| Common Stock, without par value | INBK | The Nasdaq Stock Market LLC | ||||||||||||
| 6.0% Fixed to Floating Subordinated Notes due 2029 | INBKZ | 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 2.02 Results of Operations and Financial Condition
On October 22, 2025, First Internet Bancorp (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
On October 23, 2025, at 2:00 p.m. (Eastern Time), the Company will host a conference call and webcast to discuss its financial results for the quarter ended September 30, 2025. The electronic presentation slides, which will accompany the call and webcast, are furnished as Exhibit 99.2 and are incorporated by reference herein.
The information contained in this Item 2.02, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by us under the Exchange Act or Securities Act of 1933, as amended, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Items
On October 20, 2025, the Board of Directors of the Company authorized the repurchase of up to $25.0 million of the Company's outstanding common stock from time to time on the open market or in privately negotiated transactions. The stock repurchase authorization is scheduled to expire on September 30, 2027.
The stock repurchase authorization may be modified, suspended, or discontinued at any time and does not commit the Company to repurchase shares of its common stock. The actual number and value of the shares to be purchased, if any, will depend on the performance of the Company’s stock price and other market conditions. Repurchases under the program may be made pursuant to one or more written plans intended to satisfy the affirmative defense condition of Rule 10b5-1 of the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Number | Description | Method of filing | ||||||||||||
| Furnished electronically | ||||||||||||||
| Furnished electronically | ||||||||||||||
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in inline XBRL) | |||||||||||||
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include statements concerning future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements with respect to potential stock repurchases and timing and methods of executing the same. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation, the factors identified in our most recent annual report on Form 10-K and other reports we file with the U.S. Securities and Exchange Commission. All statements in this report, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.
SIGNATURES
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.
| Dated: | October 22, 2025 | |||||||||||||
| FIRST INTERNET BANCORP | ||||||||||||||
| By: | /s/ Kenneth J. Lovik | |||||||||||||
| Kenneth J. Lovik, Executive Vice President & Chief Financial Officer | ||||||||||||||