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): ~~September~~October 1822, 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.~~01 Completion~~02 Results of ~~Acquisition~~Operations orand ~~Disposition~~Financial ~~of Assets.~~ Condition

AsOn ~~previously~~October ~~disclosed~~22, ~~on September 5,~~ 2025, First Internet Bancorp’s ~~wholly-owned subsidiary, First Internet Bank of Indiana~~ (the “~~Bank~~Company”) ~~entered~~issued ~~into~~ a ~~Loan~~press ~~Portfolio~~release ~~Purchase~~announcing ~~Agreement~~its ~~(the~~financial ~~“Agreement”)~~results ~~with~~for ~~entities~~the ~~affiliated~~quarter ~~with~~ended ~~Blackstone~~September ~~Real~~30, ~~Estate~~2025. ~~Debt~~A ~~Strategies~~copy ~~(collectively,~~of the ~~“Purchasers”),~~press ~~pursuant~~release tois ~~which~~furnished ~~the~~as ~~Bank~~Exhibit ~~agreed~~99.1 to ~~sell~~this upreport toand ~~$869~~is ~~million~~incorporated ~~aggregate~~by ~~principal~~reference ~~balance of performing single-tenant lease financing loans (the “Portfolio”)~~herein.

~~Following~~On ~~the~~October ~~satisfaction~~23, of2025, ~~the~~at ~~closing~~2:00 ~~conditions~~p.m. of(Eastern ~~the Agreement~~Time), the ~~Bank~~Company ~~completed~~will ~~the~~host ~~sale~~a ofconference ~~$836.9~~call ~~million~~and ~~aggregate~~webcast ~~principal~~to ~~balance~~discuss ofits ~~the~~financial ~~Portfolio~~results (for the ~~“Sale”)~~quarter onended September 1830, 2025. ~~for~~The ~~net~~electronic ~~proceeds,~~presentation ~~after transaction costs~~slides, ofwhich ~~$794.2~~will ~~million.~~accompany ~~$27.9 million of~~ the ~~Portfolio~~call ~~remains subject to further review~~ and ~~may~~webcast, beare ~~sold~~furnished toas ~~the~~Exhibit ~~Purchasers~~99.2 atand aare ~~later~~incorporated ~~date~~by ~~pursuant~~reference ~~to the Agreement~~herein.

InThe ~~connection~~information ~~with~~contained ~~the~~in ~~Sale~~this Item 2.02, ~~the~~including ~~Company~~Exhibits ~~entered~~99.1 ~~into~~and a99.2, ~~servicing~~is ~~agreement~~being ~~with~~furnished ~~the~~and ~~Purchasers,~~shall ~~pursuant~~not be deemed to ~~which~~be “filed” for the ~~Company~~purposes ~~will~~of ~~continue~~Section to18 ~~provide~~of ~~loan~~the ~~servicing~~Securities ~~and~~Exchange ~~other~~Act ~~administrative~~of ~~services~~1934, ~~with~~as ~~respect~~amended (the “Exchange Act”) or otherwise subject to the ~~mortgage~~liabilities ~~loans~~of ~~sold~~that section, and shall not be deemed to be incorporated by reference into any filing made by us under the ~~Purchasers.~~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.

The foregoing description of the Sale and the Agreement does not purport to be complete and is qualified by reference to the full text of the Agreement, which was filed as Exhibit 10.1 to the Bank’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 10, 2025 and is incorporated by reference into this Item 28.01. 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

Number

Description

Method of filing

10.1

Loan Portfolio Purchase Agreement, dated September 5, 2025 (incorporated by reference to Exhibit 10.1 to First Internet Bancorp’s Current Report on Form 8-K, filed with the SEC on September 10, 2025, file no. 001-35750).

Filed electronically

104

Cover Page Interactive Data File (embedded in the cover page formatted in inline XBRL)

(d) Exhibits

* Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit will be furnished supplementally to the Commission upon request. Additionally, certain information that would constitute an unwarranted invasion of personal privacy has been redacted pursuant to Item 601(a)(6) of Regulation S-K.

Number

Description

Method of filing

99.1

Press release dated October 22, 2025

Furnished electronically

99.2

Presentation slides dated October 22, 2025

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:

~~September~~October 22, 2025

FIRST INTERNET BANCORP

By:

/s/ Kenneth J. Lovik

Kenneth J. Lovik, Executive Vice President & Chief Financial Officer

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