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As filed with the Securities and Exchange Commission on May 29, 2014.

Registration No. 333-195361

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-1
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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River Valley Bancorp
(Exact name of Registrant as specified in its charter)

430 Clifty Drive
P.O. Box 1590
Madison, IN 47250-0590
Phone: (812) 273-4949
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Matthew P. Forrester
President and Chief Executive Officer
River Valley Bancorp
430 Clifty Drive
P.O. Box 1590
Madison, IN 47250-0590
Phone: (812) 273-4949
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Please send copies of all communications to:

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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

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          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

   

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 29, 2014

PROSPECTUS

[    •    ] Shares of Common Stock

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We are offering [    •    ] shares of our common stock, without par value. Our common stock is listed on the NASDAQ Capital Market under the symbol "RIVR." On [    •    ], 2014, the last reported sale price of our common stock was $[    •    ] per share.

Investing in our common stock involves risks. For additional information, see "Risk Factors" beginning on page 18 for a discussion of the factors you should consider before you make your decision to invest in our common stock.

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This is a firm commitment underwriting. We have granted the underwriter a 30-day option to purchase up to [    •    ] additional shares at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Shares of our common stock are not savings accounts, deposits, or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The underwriter expects to deliver the shares in book-entry form through the facilities of The Depository Trust Company, against payment on or about [    •    ], 2014, subject to customary closing conditions.

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The date of this prospectus is [    •    ]

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RIVER VALLEY FINANCIAL BANK
Full Service Branch Locations

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ABOUT THIS PROSPECTUS

        You should rely only on the information contained in or incorporated by reference in this prospectus. We have not, and the underwriter has not, authorized anyone to provide you with any information that is different from that contained in or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where those offers and sales are permitted. The information contained in or incorporated by reference in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

        This prospectus describes the specific details regarding this offering, the terms and conditions of the common stock being offered hereby and the risks of investing in our common stock. To the extent information in this prospectus is inconsistent with any of the documents incorporated by reference into this prospectus, you should rely on this prospectus. You should read this prospectus, the documents incorporated by reference in this prospectus and the additional information about us described in the section entitled "Where You Can Find More Information" before making your investment decision.

        Neither we, the underwriter, nor any of our officers, directors, agents or representatives, make any representation to you about the legality of an investment in our common stock. You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

        No action is being taken in any jurisdictions outside the United States to permit a public offering of our common stock or possession or distribution of this prospectus in those jurisdictions. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions that apply to this offering and the distribution of this prospectus applicable to those jurisdictions.

        Unless otherwise expressly stated or the context otherwise requires, all information in this prospectus assumes that the underwriter will not exercise its option to purchase additional shares of our common stock to cover over-allotments, if any.

        As used in this prospectus, the terms "we," "our," "us," "River Valley" and the "Company" refer to River Valley Bancorp and its consolidated subsidiaries, unless the context indicates otherwise. When we refer to "River Valley Financial" or the "Bank" in this prospectus, we are referring to River Valley Financial Bank, our wholly owned bank subsidiary.

INDUSTRY AND MARKET DATA

        The market data and other statistical information used throughout this prospectus are based on independent industry sources and publications. Some data is also based on our good faith estimates, which are derived from our review of internal surveys, as well as independent industry publications, government publications, reports by market research firms or other published independent sources. None of the independent industry publications referred to in this prospectus was prepared on our or our affiliates' behalf or at our expense, and we have not independently verified the data or information obtained from these sources. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding other forward-looking statements in this prospectus.

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated herein by reference include "forward-looking statements" within the meaning of such term in the Private Securities Litigation Reform Act of 1995, relating to such matters as our financial condition, anticipated results of operations, cash flows, credit quality, plans, expectations, objectives, future performance and business and similar matters. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of our management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "plan," "intend," "estimate," "may," "will," "would," "could," "should" or other similar expressions, although not all forward-looking statements contain these words. Additionally, all statements in this document or any document incorporated herein by reference, including forward-looking statements, speak only as of the date they are made, and we undertake no obligation to update any statement in light of new information or future events.

        These forward-looking statements are subject to significant risks, assumptions and uncertainties, and could be affected by many factors. Factors that could have a material adverse effect on our financial condition, results of operations and future prospects can be found in the "Risk Factors" section of this prospectus and elsewhere in our periodic and current reports filed with the Securities and Exchange Commission (the "SEC"). The following factors, many of which are subject to change based on various other factors beyond our control, could cause our financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in the forward-looking statements:

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the effects of future economic, business and market conditions and changes in the United States economy in general and the local economies in the markets in which we operate in particular;



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governmental monetary and fiscal policies, including interest rate policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve");



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legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, including the Indiana Department of Financial Institutions and changes in the scope and cost of insurance from the Federal Deposit Insurance Corporation (the "FDIC") and other coverages;



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the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values and liquidity of loan collateral, securities, and other interest-sensitive assets and liabilities;



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the failure of assumptions and estimates underlying the establishment of reserves for possible loan losses and other estimates, and the failure of assumptions and estimates used in our analysis of our capital position;



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changes in borrowers' credit risks and payment behaviors;



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changes in consumer spending and savings habits;



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changes in the availability and cost of credit and capital in the financial markets;



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changes in the prices, values and sales volumes of residential and commercial real estate;



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the effects of stagnant or declining crop prices in the agricultural industry causing declining agricultural revenues and land values generally and in our markets;



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the effects of catastrophic events, including storms, droughts, tornados and flooding along the Ohio River and surrounding areas, that may affect general economic conditions, including agricultural production and demand and prices for agricultural goods and land used for agricultural purposes, generally and in our markets;

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the effects of competition from a wide variety of local, regional, national and other providers of financial, investment and insurance services;



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the loss of the services of members of our senior management team;



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the risks of implementing our growth strategy, including, without limitation, the related time and costs of completing any acquisition transactions, integrating operations as part of any such transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions;



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changes in accounting policies, rules and practices;



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changes in technology or products that may be more difficult, costly, or less effective than anticipated, and failures of or interruptions in the communications and information systems on which we rely to conduct our business;



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other factors and risks described under "Risk Factors" herein.

        Furthermore, forward-looking statements are subject to risks and uncertainties related to our ability to, among other things: generate loan and deposit balances at projected spreads; sustain fee generation, including through service fees and charges and gains on sales of loans; maintain asset quality and control risk; limit the amount of net loan charge-offs; adapt effectively and rapidly to changing customer deposit, investment and borrowing behaviors; control expenses; dispose of properties or other assets obtained through foreclosures at expected prices and within a reasonable period of time; attract and retain key personnel; and monitor and manage our financial reporting, operating and disclosure control environment.

        You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made. We are not undertaking an obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under federal securities law. In addition, our past results of operations are not necessarily indicative of our future results.

        We qualify all of our forward-looking statements by these cautionary statements.

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WHERE YOU CAN FIND MORE INFORMATION

        This prospectus constitutes a part of a registration statement on Form S-1 and does not contain all the information set forth in the registration statement. You should refer to the registration statement and its related exhibits and schedules for further information about us and the securities offered in this prospectus. Statements contained in this prospectus concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of that document filed as an exhibit to the registration statement or otherwise filed with the SEC, and each such statement is qualified in all respects by this reference. The registration statement and its exhibits and schedules are on file at the offices of the SEC and may be inspected without charge. We file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may request a copy of these filings, at no cost, by writing or calling us at the following address:

River Valley Bancorp
430 Clifty Drive
P.O. Box 1590
Madison, Indiana 47250-0590
(812) 273-4949
Attention: Matthew P. Forrester

        You can also read and copy any materials we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to you free of charge at the SEC's website at www.sec.gov and via our Company website at www.rvfbank.com, under "About Us—Stock Price and SEC Filings." Information on the Company's website is not incorporated by reference and is not part of this prospectus.

DOCUMENTS INCORPORATED BY REFERENCE

        We are allowed to incorporate by reference into this prospectus certain information that we file with the SEC. This permits us to disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus.

        We filed the following documents with the SEC and incorporate them by reference into this prospectus:

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Annual Report on Form 10-K for the year ended December 31, 2013, filed on March 18, 2014;



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Definitive Proxy Statement on Schedule 14A for the 2014 annual meeting of shareholders, filed on March 18, 2014;



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Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 15, 2014; and



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Current Reports on Form 8-K filed on April 16, 2014 and on April 17, 2014.

        Nothing in this prospectus shall be deemed to incorporate information deemed furnished but not filed with the SEC. We will provide, without charge, to each person to whom this prospectus is delivered a copy of these filings upon written or oral request to River Valley Bancorp, as described in this prospectus in "Where You Can Find More Information." You may also view and print these reports and documents free of charge as described in "Where You Can Find More Information."

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RISK FACTORS

        Investing in our common stock involves a number of risks. You should carefully consider all of the information contained or incorporated by reference in this prospectus, including the risk factors set forth below, before investing in the common stock offered by this prospectus. The risks described below may impair or adversely affect our business, results of operations and financial condition. In such case, you may lose all or part of your original investment.

Risks Related to Our Business

As a financial institution, we are subject to a number of risks relating to our daily business.

        Among the risks we face as a financial institution are the following:

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Credit risk:  the risk that loan customers or other parties will be unable to perform their contractual obligations;



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Market risk:  the risk that changes in market interest rates and prices will adversely affect our financial condition or results of operation;



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Liquidity risk:  the risk that River Valley or the Bank will have insufficient cash or access to cash to meet its operating needs;



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Operational risk:  the risk of loss resulting from fraud, inadequate or failed internal processes, people and systems, or external events;



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Economic risk:  the risk that the economy in our markets could decline further resulting in increased unemployment, decreased real estate values and increased loan charge-offs; and



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Compliance risk:  the risk of additional action by our regulators or additional regulation that could hinder our ability to do business profitably.

        Many of the foregoing risks are outside of our control.

Difficult market conditions have adversely affected our industry.

        We are particularly exposed to downturns in the U.S. housing market. Dramatic declines in the housing market over the past six years, with falling home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of mortgage loans and market value of securities and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities, major commercial and investment banks, and regional financial institutions. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have continued to observe tight lending standards, including with respect to other financial institutions. These market conditions have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence and increased market volatility. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institutions industry. In particular, we may face the following risks in connection with these events:

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We are experiencing, and expect to continue experiencing increased regulation of our industry, particularly as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and the Consumer Financial Protection Bureau (the "CFPB"). Compliance with such regulation is expected to increase our costs and may limit our ability to pursue business opportunities.

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Our ability to assess the creditworthiness of our customers may be impaired if the models and approach we use to select, manage and underwrite our customers become less predictive of future behaviors.



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The process we use to estimate losses inherent in our credit exposure requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which may no longer be capable of accurate estimation which may, in turn, impact the reliability of the process.



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Our ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by further disruptions in the capital markets or other events.



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Competition in our industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions.



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We may be required to pay significantly higher deposit insurance premiums if market developments deplete the insurance fund of the FDIC and reduce the ratio of reserves to insured deposits.

A downturn in the economy, particularly in southern Indiana where our business is primarily conducted, could have an adverse effect on our business, results of operations and financial condition.

        We operate in branch offices concentrated in south central and southeastern Indiana and adjacent areas along the Ohio River in Kentucky. Our success depends upon the business activity, population, income levels, deposits and real estate activity in these markets. Although our customers' business and financial interests may extend well beyond these market areas, adverse economic conditions that affect these market areas could reduce our growth rate, affect the ability of our customers to repay their loans to us and generally affect our financial condition and results of operations.

        Following the national subprime lending crisis in 2008 and the national recession that followed, our market areas experienced depressed real estate activity and increased unemployment levels. Jefferson County, at the heart of our market area, typically has unemployment rates at or slightly above Indiana and the U.S. generally, but has recovered to a point where the current rate is below the statewide average. The Jefferson County unemployment rate peaked at 11.9% in June 2009 and as of March 31, 2014 was at 5.9% compared to 6.3% for Indiana and 6.8% nationally. The current rate of 5.9% marks a full two percentage point decrease from one year ago. Part of this job growth is due to an overall increase in manufacturing employment in the county, which is now at its highest level since 2008.The total county-wide labor force (16,199) is gradually increasing after declines due to the 2009 recession, and total employment in the county (15,018) is now at its highest level since 2008.

        The area's manufacturing base continues to supply much of the recent growth in jobs and wages. Since the end of 2008, average weekly manufacturing wages have increased nearly $200. This contributed in part to the per capita income of Jefferson County reaching its highest level (inflation adjusted) in a decade in 2012. According to a survey conducted by the Jefferson County Industrial Development Corporation, businesses invested over $25 million in new equipment in 2013 and anticipated hiring nearly 100 new workers in 2014. One example is Madison Precision Products, the third largest manufacturer in Jefferson County, which is currently completing a $17 million expansion of its facility and which employs nearly 500 persons.

        A sustained downturn in economic conditions, particularly within our primary market areas, could result in a decrease in demand for our products and services, an increase in loan delinquencies and defaults, and high or increased levels of problem assets and foreclosures. Moreover, because of our geographic concentration, we are less able than other regional or national financial institutions to diversify our credit risks across multiple markets.

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The soundness of other financial institutions could adversely affect us.

        Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds, and other institutional clients. Many of these transactions expose us to credit risk in the event of default by our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations or earnings.

Future reductions in liquidity in the banking system could harm us.

        The Federal Reserve Bank has been injecting vast amounts of liquidity into the banking system to compensate for weaknesses in short-term borrowing markets and other capital markets. However, the Federal Reserve has recently announced that it will begin cutting back and reducing its bond-buying program during 2014. A reduction in the Federal Reserve's activities or capacity could reduce liquidity in the markets, thereby increasing our funding costs or reducing the availability of funds available to us to finance our existing operations and our growth strategies.

Liquidity risks could affect our operations and jeopardize our business, results of operations and financial condition.

        Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our primary sources of funds consist of cash from operations, investment maturities and sales and deposits. Additional liquidity is provided by our ability to borrow from the Federal Home Loan Bank. Our access to funding sources in amounts adequate to finance or capitalize our activities or on terms that are acceptable to us could be impaired by factors that affect us directly or the financial services industry or economy in general, such as further disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry.

We may experience difficulties in managing our growth, and our growth strategy involves risks that may negatively impact our results of operations.

        Although we do not have any agreements to do so, we may expand into additional communities or attempt to strengthen our position in our current markets through opportunistic acquisitions of all or part of other financial institutions and/or by continuing to open new branches. To the extent that we undertake acquisitions and/or organic growth, we are likely to experience the effects of higher operating expenses relative to operating income from the new operations, which may have an adverse effect on our levels of reported net income, return on average equity and return on average assets. Other effects of engaging in such growth strategies may include potential diversion of our management's time and attention and general disruption to our business.

        To the extent that we grow organically and/or through acquisitions, we cannot assure you that we will be able to adequately and profitably manage this growth. Acquiring other banks and businesses will involve similar risks to those commonly associated with branching, but may also involve additional risks, including:

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potential exposure to unknown or contingent liabilities of banks and businesses we acquire;



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exposure to potential asset quality issues of the acquired bank or related business;

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difficulty and expense of integrating the operations and personnel of banks and businesses we acquire;



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the possible loss of key employees and customers of the banks and businesses we acquire; and



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the need to enhance or expand our management team to handle appropriately our growth.

Attractive acquisition opportunities may not be available to us in the future.

        We expect that other banking and financial service companies, many of which have significantly greater resources than us, will compete with us in seeking to acquire other financial institutions if we pursue such acquisitions. This competition could increase the purchase price of potential acquisitions that we believe are attractive. Also, acquisitions are subject to various regulatory approvals. If we fail to receive the appropriate regulatory approvals, we will not be able to consummate an acquisition that we believe is in our best interests. Among other things, our regulators consider our capital, liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when considering acquisition and expansion proposals. Any acquisition could be dilutive to our earnings and shareholders' equity.

We may need additional capital resources in the future and these capital resources may not be available when needed or at all, without which our financial condition, results of operations and prospects could be materially impaired.

        If we continue to experience significant growth, we may need to raise additional capital. Our ability to raise capital, if needed, will depend upon our financial performance and condition and on conditions in the capital markets, as well as economic conditions generally. Accordingly, such financing may not be available to us on acceptable terms or at all. If we cannot raise additional capital when needed, it would have a material adverse effect on our business, financial condition and results of operations.

Interest rates and other conditions impact our results of operations.

        Our profitability is significantly driven by the spread between the interest rates earned on investments and loans and the interest rates paid on deposits and other interest-bearing liabilities. Like most banking institutions, our net interest spread and margin will be affected by general economic conditions and other factors, including fiscal and monetary policies of the federal government, that influence market interest rates and our ability to respond to changes in such rates. At any given time, our assets and liabilities will be affected differently by a given change in interest rates. As a result, an increase or decrease in rates, the length of loan terms or the mix of adjustable and fixed rate loans in our portfolio could have a positive or negative effect on our net income, capital and liquidity. We measure interest rate risk under various rate scenarios and using specific criteria and assumptions. Significant fluctuations in interest rates may have an adverse effect on our business, results of operations and financial condition.

        Changes in interest rates can also affect our loan volumes. For instance, an increase in interest rates could cause a decrease in the demand for one- to four-family residential mortgage loans, which as of December 31, 2013, represented $137.3 million, or 42.1%, of our loan portfolio. This would result in a decline in our revenue stream. Increases in interest rates may also make it more difficult for borrowers to repay adjustable rate loans.

Declines in asset values may result in impairment charges and adversely affect the value of our investments, financial performance and capital.

        As of December 31, 2013, we had a net unrealized loss of $2.8 million on our $119.9 million portfolio of investment securities available for sale. In assessing the impairment of investment

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securities, which we do quarterly, we consider the length of time and extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuers, whether the market decline was affected by macroeconomic conditions and whether we have the intent to sell the security or will be required to sell the security before its anticipated recovery. We also use economic models and independent third party analysts to assist in the valuation of some of our investment securities. If our investment securities experience a decline in value and we determine the decline represents an other-than-temporary impairment, we will be required to record a write-down or loss and a charge to our earnings.

We must effectively manage our credit risk.

        There are risks inherent in making any loan, including risks inherent in dealing with individual borrowers, risks of nonpayment, risks resulting from uncertainties as to the future value of collateral and risks resulting from changes in economic and industry conditions. We cannot assure you that such approval and monitoring procedures will reduce these credit risks.

Our allowance for loan losses may prove to be insufficient to absorb potential losses in our loan portfolio.

        Our business depends on the creditworthiness of our customers. We determine our allowance for loan losses pursuant to our established guidelines and practices and maintain a level considered adequate by management to absorb loan losses that are inherent in the portfolio. The amount of future loan losses is susceptible to changes in economic, operating and other conditions (in our markets as well as the United States), including changes in interest rates, which may be beyond our control, and such losses may exceed current estimates. At December 31, 2013, our allowance for loan losses as a percentage of total loans was 1.41% and as a percentage of total non-performing loans (excluding performing troubled debt restructured loans) was 39.17%. We cannot predict loan losses with certainty, and we cannot assure you that our allowance for loan losses will prove sufficient to cover actual loan losses in the future. Loan losses in excess of our reserves may adversely affect our business, results of operations and financial condition.

A sustained decline in the mortgage loan markets or the related real estate markets could reduce loan origination activity or increase delinquencies, defaults and foreclosures, which could adversely affect our financial results.

        Historically, our mortgage loan business has provided a significant portion of our revenue and our ability to maintain or grow that revenue is dependent upon our ability to originate loans and sell them on the secondary market. Mortgage loan origination is sensitive to changes in economic conditions, including decreased economic activity, a slowdown in the housing market, or higher market interest rates, and has historically been cyclical, enjoying periods of strong growth and profitability followed by periods of lower volumes and market-wide losses. During periods of rising interest rates, refinancing originations for many mortgage products tend to decrease as the economic incentives for borrowers to refinance their existing mortgage loans are reduced. In addition, the mortgage loan origination business is affected by changes in real property values. A reduction in real property values could also negatively affect our ability to originate mortgage loans because the value of the real properties underlying the loans is a primary source of repayment in the event of foreclosure. The national market for residential mortgage loan refinancing has experienced a decline in recent years, and a continuation of that trend may adversely impact our business. A decline in originations will mean a decline in sales in the secondary market. We also have a substantial portion of our loan portfolio in agricultural land, specifically, $30.5 million at December 31, 2013, or 9.3% of total loans. A decline in demand for agricultural mortgage loans or the value of agricultural land, including as a result of volatility of crop values, could result in lower revenue and increased delinquencies. Any sustained period of increased delinquencies, foreclosures or losses could negatively affect our ability to originate and sell mortgage

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loans and the price received on the sale of such loans, which could have a material adverse effect on our business, financial condition and results of operations.

Our loan portfolio includes nonresidential real estate loans, which involve risks specific to real estate value.

        Nonresidential real estate loans were $118.9 million, or approximately 36.5% of our total loan portfolio, as of December 31, 2013. These loans are extended to churches, farms and small business properties and include land used for agricultural production. The market value of real estate can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is located. Continued adverse developments affecting real estate values in one or more of our markets could increase the credit risk associated with our loan portfolio. Additionally, nonresidential real estate lending typically involves higher loan principal amounts and the repayment of the loans generally is dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service. Economic events or governmental regulations outside of the control of the borrower or lender could negatively impact the future cash flow and market values of the affected properties.

        If the loans that are collateralized by real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time of originating the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition. In addition, we may face increased risk on these loans compared to some of our larger competitors because we focus our marketing efforts on, and make a majority of our nonresidential real estate loans to, small and medium-sized businesses. Smaller companies tend to be at a competitive disadvantage and generally have limited operating histories, less sophisticated internal record keeping and financial planning capabilities and fewer financial resources than larger companies. As a result, it may be more difficult to evaluate borrowers' creditworthiness and lending risks, and they may be more susceptible to economic downturns. Lending to these companies may be more risky than lending to larger, more established enterprises.

In the event of a real estate recession or natural disaster, our risks could increase due to our concentration in real estate.

        A significant portion of our loan portfolio is secured by real estate. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. A weakening of the real estate market in our primary market area could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset quality. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings and capital could be adversely affected. Historically, Indiana and Kentucky have experienced, on occasion, significant natural disasters, including tornadoes and floods. The availability of insurance for losses for such catastrophes is limited. Our operations could also be interrupted by such natural disasters. Acts of nature, including tornadoes and floods, which may cause uninsured damage and other loss of value to real estate that secures our loans or interruption in our business operations, may also negatively impact our operating results or financial condition.

Our commercial and consumer loans generally have a higher degree of risk of default than our other loans.

        At December 31, 2013, commercial loans totaled $24.7 million, or 7.6% of our total loan portfolio, while consumer loans totaled $4.3 million, or 1.3% of our total loan portfolio. Commercial loans generally have much larger loan balances and greater credit risk than our residential mortgage loans. Consumer loans typically have shorter terms and lower balances with higher yields as compared to

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one-to-four family residential loans, but generally carry higher risks of default and greater losses upon default. They are generally unsecured or secured by assets that depreciate in value, like automobiles. Commercial and consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be affected by adverse personal and business circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on these loans.

We rely on our management team and could be adversely affected by the unexpected loss of key officers.

        Our future success and profitability is substantially dependent upon our management and the abilities of our senior executives. We believe that our future results will also depend in part upon our ability to attract and retain highly skilled and qualified management and our ability to place the right people in the right positions based on talents and skills. Competition for senior personnel is intense, and we may not be successful in attracting and retaining such personnel. Changes in key personnel and their responsibilities may be disruptive to our businesses and could have a material adverse effect on our businesses, financial condition and results of operations. In particular, the loss of our chief executive officer, Matthew P. Forrester, could have a material adverse effect on our business, financial condition and results of operations.

The preparation of our financial statements requires the use of estimates that may vary from actual results.

        The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates that affect the financial statements. One of our most critical estimates is the level of the allowance for loan losses. Due to the inherent nature of these estimates, we cannot provide absolute assurance that we will not have to increase the allowance for loan losses and/or sustain loan losses that are significantly higher than the provided allowance.

Because of our holding company structure, we depend on capital distributions from the Bank to fund our operations.

        We are a separate and distinct legal entity from the Bank and have no business activities other than our ownership of the Bank. As a result, we primarily depend on dividends, distributions and other payments from the Bank to fund our obligations. The ability of the Bank to pay dividends to us is limited by state and federal law and depends generally on the Bank's ability to generate net income. If we are unable to comply with applicable provisions of these statutes and regulations, the Bank may not be able to pay dividends to us, and we would not be able to pay dividends on our outstanding common stock.

Our inability to continue to accurately process large volumes of transactions could adversely impact our business and financial results.

        In the normal course of business, we process large volumes of transactions. If systems of internal control should fail to work as expected, if systems are used in an unauthorized manner, or if employees subvert the system of internal controls, significant losses could result.

        We are exposed to numerous types of operational risk. Operational risk resulting from inadequate or failed internal processes, people and systems includes the risk of fraud by persons inside or outside River Valley, the execution of unauthorized transactions by employees, errors relating to transaction processing and systems, and breaches of the internal control system and compliance requirements. This risk of loss also includes the potential legal actions that could arise as a result of the operational deficiency or as a result of noncompliance with applicable regulatory standards. From time to time, losses from operational risk may occur, including the consequences of operational errors. There can be no assurance that future losses will not occur.

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We continually encounter technological changes.

        The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements, and we may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.

        The computer systems and network infrastructure that we rely on heavily to conduct our business could be vulnerable to unforeseen problems. Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers. Any damage or failure that causes an interruption in our operations could have a material adverse effect on our financial condition and results of operations.

        Computer break-ins, phishing and other disruptions could also jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us and may cause existing and potential customers to refrain from doing business with us. There can be no assurance that any security measures we undertake to prevent such disruptions or breaches will be successful. In addition, advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms we and our third-party service providers use to encrypt and protect customer transaction data. We may not have the resources or technical sophistication to anticipate and prevent rapidly evolving types of cyber attacks. A failure of such security measures could result in significant legal and financial exposure, damage to our reputation and a loss of confidence in our security measures, which could have a material adverse effect on our financial condition and results of operations.

Damage to our reputation could damage our business.

        Our business depends upon earning and maintaining the trust and confidence of our customers, investors and employees. Damage to our reputation could cause significant harm to our business and prospects. Harm to our reputation can arise from numerous sources, including, among others, employee misconduct, compliance failures, litigation or regulatory outcomes or governmental investigations. In addition, a failure to deliver appropriate standards of service and quality, or a failure or perceived failure to treat customers and clients fairly, can result in customer dissatisfaction, litigation, privacy breach and heightened regulatory scrutiny, all of which can lead to lost revenue, higher operating costs and harm to our reputation. Adverse publicity about River Valley, whether or not true, may result in harm to our prospects. Should any events or factors that can undermine our reputation occur, there is no assurance that the additional costs and expenses that we may need to incur to address the issues giving rise to the reputational harm would not adversely affect our earnings and results of operations.

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We face intense competition in all phases of our business from other banks and financial institutions.

        The banking and financial services business in our market areas is highly competitive. Our competitors include large regional banks, local community banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market mutual funds, credit unions, farm credit services and other non-bank financial service providers. Many of these competitors are not subject to the same regulatory restrictions as we are and are able to provide customers with a feasible alternative to traditional banking services.

        Increased competition in our market areas may also result in a decrease in the amounts of our loans and deposits, reduced spreads between loan rates and deposit rates or loan terms that are more favorable to the borrower. Any of these results could have a material adverse effect on our ability to grow and remain profitable. If increased competition causes us to significantly discount the interest rates we offer on loans or increase the amount we pay on deposits, our net interest income could be adversely impacted. If increased competition causes us to relax our underwriting standards, we could be exposed to higher losses from lending activities. Additionally, many of our competitors are much larger in total assets and capitalization, have greater access to capital markets, possess larger lending limits and offer a broader range of financial services than we can offer.

Risks Related to the Regulation of Our Industry

We operate in a highly regulated environment, which could restrain our growth and profitability.

        We operate in a highly regulated environment and are subject to supervision and regulation by a number of governmental regulatory agencies, including the Federal Reserve, the FDIC, and the Indiana Department of Financial Institutions. In addition, the CFPB, created under the Dodd-Frank Act, continues to adopt rules affecting us. Regulations adopted by these agencies, which are generally intended to provide protection for depositors and customers, rather than shareholders, govern a comprehensive range of matters relating to ownership and control of our shares, our acquisition of other companies and businesses, permissible activities for us to engage in, maintenance of adequate capital levels and other aspects of our operations. These bank regulators possess broad authority to prevent or remedy unsafe or unsound practices or violations of law.

        The laws and regulations applicable to the banking industry could change at any time and we cannot predict the effects of these changes on our business and profitability. Increased regulation could increase our cost of compliance and adversely affect profitability. For example, new legislation or regulation may limit our ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads. Also, the Bank could experience higher credit losses because of federal or state legislation or bankruptcy court action that reduces the amount the Bank's borrowers are otherwise contractually required to pay under existing loan contracts or that limits or makes economically unfeasible the Bank's ability to foreclose on property or other collateral.

Negative developments in the financial industry and the credit markets may subject us to additional regulation.

        As a result of ongoing challenges facing the United States economy, the potential exists for new laws and regulations regarding lending and funding practices and liquidity standards to be promulgated, and bank regulatory agencies are expected to be active in responding to concerns and trends identified in examinations, including the expected issuance of many formal enforcement orders. Negative developments in the financial industry and credit markets, and the impact of new legislation in response to those developments, may negatively impact our operations by restricting our business operations, including our ability to originate or sell loans, and may adversely impact our financial performance.

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Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings.

        The Federal Reserve, the FDIC and the Indiana Department of Financial Institutions periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, a federal banking agency were to determine that our financial condition, capital resource, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin "unsafe or unsound" practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place us into receivership or conservatorship. Any regulatory action against us could have a material adverse effect on our business, financial condition and results of operations.

Increases in insurance premiums could increase our expenses.

        The FDIC insures the Bank's deposits up to certain limits. Among other responsibilities, the FDIC takes control of failed banks and ensures payment of deposits up to insured limits using the resources of the Deposit Insurance Fund. The FDIC charges us premiums to maintain the Deposit Insurance Fund at a long-term target reserve ratio set at 2% of insured deposits. Due to the recent increase in bank failures following the subprime lending crisis of 2008 and the resulting economic turmoil, the FDIC insurance fund reserve ratio has fallen below the statutory minimum. The FDIC has implemented a restoration plan that is intended to return the reserve ratio to an acceptable level. In June 2011, the FDIC changed the assessment from a deposit-based assessment to an asset-based assessment, and reevaluated the base rate assessed to financial institutions. As a result of these changes, we experienced a decrease in premiums. However, further increases in premium assessments are also possible and would increase our expenses. Increased assessment rates and special assessments could have a material impact on our results of operations.

The short-term and long-term impact of recently adopted regulatory capital rules is uncertain and a significant increase in our capital requirements could have an adverse effect on our business.

        In July 2013, the federal banking agencies approved rules that will significantly change the regulatory capital requirements of all banking institutions in the United States. The new rules are designed to implement the recommendations with respect to regulatory capital standards, commonly known as Basel III, approved by the International Basel Committee on Bank Supervision. We will become subject to the new rules over a multi-year transition period commencing January 1, 2015 through 2019. The new rules establish a revised regulatory capital standard based on Tier 1 common equity and increase the minimum leverage and risk-based capital ratios. The rules also change how a number of the regulatory capital components are calculated. The new rules will generally require us and the Bank to maintain greater amounts of regulatory capital. A significant increase in our capital requirements could have a material adverse effect on our business, financial condition and results of operations.

We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.

        The Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The Department of Justice and other federal agencies are responsible for enforcing these

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laws and regulations. A successful regulatory challenge to an institution's performance under the Community Reinvestment Act or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution's performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations.

We are subject to numerous laws designed to protect U.S. citizens against illegal or terrorist activity, and failure to comply with these laws could lead to a wide variety of sanctions.

        The Bank Secrecy Act, the USA PATRIOT Act of 2001 and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Common Stock

Our stock price can fluctuate.

        The volatility in the price of our common stock and the NASDAQ Capital Market, where our common stock is listed, may make it difficult for you to resell your common stock when you want and at prices you find attractive. Our stock price can fluctuate significantly in response to a variety of factors including, among other things:

•

actual or anticipated variations in our quarterly results of operations;



•

recommendations by securities analysts;



•

operating and stock price performance of other companies that investors deem comparable to us;



•

news reports relating to trends, concerns and other issues in the financial services industry, including the failures of other financial institutions in the current economic climate;



•

perceptions in the marketplace regarding us or our competitors and other financial services companies;



•

new technology used, or services offered, by competitors; and



•

changes in government regulations.

        General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause our stock price to decrease regardless of our operating results.

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There is a limited trading market for our shares of common stock, and you may not be able to resell your shares at or above the price you paid for them.

        Although our shares of common stock are listed for trading on the NASDAQ Capital Market, the trading in our shares of common stock has less liquidity than many other companies quoted on the NASDAQ Capital Market. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the market of willing buyers and sellers of our shares of common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. The prices of thinly traded stocks, such as ours, are typically more volatile than stocks traded in a large, active public market and can be more easily impacted by sales or purchases of large blocks of stock. We cannot assure you that volume of trading in our shares of common stock will increase in the future. Because of the low volume of trades, you may be unable to sell your shares when you desire to do so. Additionally, general market forces may have a negative effect on our stock price, independent of factors affecting our stock specifically.

We will retain broad discretion in using the net proceeds from this offering.

        We intend to use the net proceeds of this offering to redeem all of our 5,000 issued and outstanding Series A preferred shares for $5,000,000 (plus accrued and unpaid dividends) some time on or after December 15, 2014. We also intend to use the proceeds for general corporate purposes, which may include, without limitation, providing capital to support the growth of the Bank, to fund organic growth in our existing markets and opportunistic acquisitions of all or part of other financial institutions. We do not have any plans, arrangements or understandings relating to any material acquisition. We have not designated the amount of net proceeds we will use for any particular purpose. Accordingly, our management will retain broad discretion to allocate the net proceeds of this offering. The net proceeds may be applied in ways that you do not support. Moreover, our management may use the proceeds for corporate purposes that may not increase our market value or make us more profitable. In addition, other than our intent to redeem the Series A preferred shares on or after December 15, 2014, we do not have a timetable for use of the proceeds, and it may take us some time to effectively deploy them. Until the proceeds are effectively deployed, our return on equity and earnings per share may be negatively impacted. Management's failure to use the net proceeds of this offering effectively could have an adverse effect on our business, results of operations and financial condition.

Our shares of common stock are not an insured deposit and you could lose your entire investment.

        Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in our common stock is inherently risky for the reasons described in this "Risk Factors" section and elsewhere in this prospectus and is subject to the same market forces that affect the price of common stock in any company. As a result, if you acquire our common stock, you may lose some or all of your investment.

Our ability to pay dividends is limited, and we may be unable to pay future dividends.

        Our ability to pay dividends is limited by regulatory restrictions, our need to maintain sufficient consolidated capital, and our need to pay dividends on our Series A preferred shares and interest on our $7,217,000 in principal amount of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures ("trust preferred securities"). The ability of the Bank to pay dividends to us is limited by its obligations to maintain sufficient capital and liquidity and by other general restrictions on dividends that are applicable to the Bank, including the requirement under Indiana law that it may not pay dividends that exceed the sum of the Bank's net income for the year combined with its retained net income for the previous two years without the approval of the Indiana Department of Financial

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Institutions. If these regulatory requirements are not met, the Bank will not be able to pay dividends to us, and we may be unable to pay dividends on our common stock.

        In addition, as a bank holding company, our ability to declare and pay dividends is subject to the guidelines of the Federal Reserve regarding capital adequacy and dividends. The Federal Reserve guidelines generally require us to review the effects of the cash payment of dividends on common stock and other Tier 1 capital instruments (i.e., perpetual preferred stock and trust preferred debt) in light of our earnings, capital adequacy and financial condition. As a general matter, the Federal Reserve indicates that the board of directors of a bank holding company should eliminate, defer or significantly reduce the dividends if:

•

the company's net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;



•

the prospective rate of earnings retention is inconsistent with the company's capital needs and overall current and prospective financial condition; or



•

the company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

        River Valley is also subject to an Indiana law that would prohibit us from paying a dividend if, after giving effect to the payment of that dividend, we would not be able to pay our debts as they become due in the usual course of business or if our total assets would be less than the sum of our total liabilities plus preferential rights of preferred shareholders.

        Finally, for so long as any of our Series A preferred shares remain issued and outstanding, no dividend or distribution can be declared or paid on River Valley's common stock unless all accrued and unpaid dividends on the Series A preferred shares have been or will be first paid in full.

We may issue additional shares of common or preferred stock in the future, which could dilute existing shareholders.

        Our articles of incorporation authorize our board of directors to, among other things, issue additional shares of common stock up to a total of 5,000,000 shares outstanding shares or preferred stock up to a total of 2,000,000 outstanding shares. The issuance of any additional shares of common stock could be dilutive to a shareholder's ownership of our common stock. To the extent that we issue options or warrants to purchase common stock in the future, such as the 150,000 shares of common stock reserved for issuance under our 2014 Stock Option and Incentive Plan, and the options or warrants are exercised, our shareholders may experience further dilution. In addition, we may issue preferred stock that is convertible into shares of our common stock that upon conversion would result in our common shareholders' ownership interest being diluted. Holders of shares of our common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of any class or series of our capital stock and, therefore, shareholders may not be permitted to invest in future issuances of common or preferred stock.

Federal banking laws limit the acquisition and ownership of our common stock.

        With certain limited exceptions, federal regulations prohibit a purchaser from, directly or indirectly, acquiring more than 10% (5% if the acquirer is a bank holding company) of any class of our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise direct the management or policies of our Company without prior notice or application to and the approval of the Federal Reserve. Accordingly, prospective investors need to be aware of and comply with these requirements, if applicable, in connection with any purchase of shares of our common stock.

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Certain provisions of our articles of incorporation, as well as Indiana and federal law, may discourage, delay or prevent transactions you might favor, including our sale or merger.

        Certain provisions included in our articles of incorporation, as amended, and our bylaws, as well as certain provisions of the Indiana Business Corporation Law and federal law, may have an anti-takeover effect. While the purpose of these provisions is to strengthen the negotiating position of the board of directors in the event of a hostile takeover attempt, the overall effects of these provisions may discourage, delay or prevent potential acquisitions of control of us, despite possible benefits to our shareholders. See "Description of Capital Stock—Common Stock—Anti-Takeover Provisions." These provisions may discourage potential takeover attempts, discourage bids for our common stock at a premium over market price or adversely affect the market price of, and the voting and other rights of the holders of, our common stock. These provisions could also discourage proxy contests and make it more difficult for holders of our common stock to elect directors other than the candidates nominated by our board of directors.

If we are unable to redeem the outstanding Series A preferred shares, the annual dividend rate will increase substantially.

        If for any reason we are unable to redeem the outstanding Series A preferred shares on or after December 15, 2014, the annual dividend rate on the Series A preferred shares will increase to 9.0% from 7.25%, which could have an adverse effect on our financial condition and results of operations.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following tables set forth selected consolidated financial data for us at and for each of the years in the five-year period ended December 31, 2013 and at and for the three-month periods ended March 31, 2014 and 2013.

        The selected statement of income data for the years ended December 31, 2013, 2012 and 2011, and the selected statement of financial condition data as of December 31, 2013 and 2012, have been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013, which is incorporated by reference in this prospectus. The selected statement of income data for the years ended December 31, 2010 and 2009 and the selected statement of financial condition data as of December 31, 2011, 2010 and 2009, have been derived from our audited financial statements that are not incorporated by reference in this prospectus.

        The selected financial data as of and for the three months ended March 31, 2014 and 2013 have been derived from our unaudited interim financial statements included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, which is incorporated by reference in this prospectus. Our management believes that these financial statements reflect all necessary adjustments (consisting only of normal recurring adjustments) for a fair presentation of the data for those periods. Historical results are not necessarily indicative of future results, and the results for the three months ended March 31, 2014 are not necessarily indicative of our expected results for the full year ending December 31, 2014, or any other period.

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Non-GAAP Financial Measures

        The information set forth above contains certain financial information determined by methods other than in accordance with GAAP. These non-GAAP financial measures are "tangible book value per share of common stock" and "tangible common equity to tangible assets." Although we believe that these non-GAAP financial measures provide a greater understanding of our business, these measures are not necessarily comparable to similar measures that may be presented by other companies.

        "Tangible book value per share of common stock" is defined as tangible common equity divided by total shares of common stock outstanding. We believe that this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per share of common stock exclusive of changes in intangible assets. Goodwill, an intangible asset that is recorded in a purchase business combination, has the effect of increasing total book value while not increasing our tangible book value.

        "Tangible common equity to tangible assets," is defined as total stockholders' equity reduced by preferred equity, intangible assets and deferred tax assets, divided by tangible assets. We believe that

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this measure is important to many investors in the marketplace who are interested in the equity to assets ratio exclusive of the effect of changes in intangible assets on equity and total assets.

        The limitations associated with non-GAAP financial measures are the risks that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. These disclosures should not be considered an alternative to GAAP. The information provided below reconciles GAAP measures and the ratio of tangible common equity to tangible assets.

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USE OF PROCEEDS

        We estimate that the net proceeds to us, after underwriting discounts and estimated offering expenses, from the sale of the shares of our common stock offered hereby will be approximately $[    •    ] million (or approximately $[    •    ] million if the underwriter exercises in full its option to purchase additional shares). We intend to use the net proceeds from this offering to redeem all 5,000 issued and outstanding shares of our Series A preferred shares for $5,000,000 (plus accrued and unpaid dividends) and for general corporate purposes, including the contribution of a portion of the proceeds to the Bank as additional capital. We may also use a portion of the net proceeds to support our future growth, which may include accelerated organic growth in our existing markets and opportunistic acquisitions of all or part of other financial institutions. We do not have any plans, arrangements or understandings relating to any material acquisition. Also, we have not determined the amounts that may be used for each purpose, nor have we established a timetable for the effective deployment of the proceeds other than our intent to redeem the Series A preferred shares on or after December 15, 2014. The Series A preferred shares pay cumulative dividends at a rate of 7.25% per annum until December 15, 2014, when the rate increases to 9% per annum. Pending allocation to specific uses, we intend to invest the proceeds in short-term interest-bearing investment grade securities.

        One of our directors, Fred W. Koehler, our Chairman, currently beneficially owns an aggregate of 750 Series A preferred shares and would be entitled to receive redemption proceeds of $1,000 per Series A preferred share, plus any accrued and unpaid dividends, as a result of our redemption of the Series A preferred shares. See "Related Party Transactions" in this prospectus.

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CAPITALIZATION

        The following table sets forth our consolidated capitalization as of March 31, 2014 as follows:

(a)

on an actual basis;



(b)

on an adjusted basis giving effect to the sale of [    •    ] shares of our common stock in this offering at a public offering price of $[    •    ] per share (assuming no exercise of the underwriter's over-allotment option) and after payment of our expenses related to this offering and underwriting discounts and commissions; and



(c)

on an adjusted basis giving effect to the issuance of the common stock described in paragraph (b) above and the redemption of all of our 5,000 issued and outstanding Series A preferred shares.

        You should read the information included in the table in conjunction with our consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2013, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, both filed with the SEC and incorporated by reference in this prospectus.

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MANAGEMENT

Directors and Excecutive Officers

        Our directors and executive officers, and their ages and positions with us as of the date of this prospectus, are as follows.

        Our directors serve staggered three-year terms, with two directors elected annually as the terms expire. Our executive officers are elected annually by the board of directors.

Business Experience and Background

Our Directors

        Lonnie D. Collins has served as assistant or recording Secretary of the Bank since approximately 1982, as Secretary of the Bank since September 1994 and as Secretary of the Company since 1996. Mr. Collins has also practiced real estate law, corporate law and estate planning as an attorney in River Valley's market area for over 35 years, and served as the Bank's outside counsel from 1980 until his retirement in 2013. Effective April 2012, he became a director of the Bank and the Company. His service in these capacities for River Valley for over 30 years has caused him to become very familiar with River's personnel, history and corporate structure. This knowledge and these skill sets make his service as a director valuable to River Valley.

        Matthew P. Forrester has served as River Valley's President and Chief Executive Officer since October 1999. Prior to that, Mr. Forrester served as Senior Vice President, Treasurer and Chief Financial Officer of Home Loan Bank and its holding company, Home Bancorp, in Fort Wayne, Indiana. Prior to joining Home Loan Bank, Mr. Forrester was an examiner with the Indiana Department of Financial Institutions. Mr. Forrester also serves as a Director of the Federal Home Loan Bank of Indianapolis.

        Michael J. Hensley is an attorney with the law firm Jenner, Pattison, Hensley & Wynn. He has been affiliated with that law firm or its predecessor for over ten years. Mr. Hensley served as a Compliance Officer, Assistant Trust Officer and the General Counsel to The Madison Bank & Trust Company from 1980 to January, 1989. Mr. Hensley represents clients in a variety of litigation matters, and this experience assists River Valley in its evaluation of matters of litigation and the execution and collection of debt obligations.

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        Fred W. Koehler is retired. He formerly owned and operated Koehler Tire Co., a tire and automotive parts store in Madison, Indiana, for over 30 years, and served as the Jefferson County Auditor for eight years. He serves as Chairman of the Boards of Directors of the Company and the Bank. Mr. Koehler is also active in the Bank's communities. His experience and profile assist the Company and the Bank with their business lending strategies. His financial background provides value to the board of directors, including with respect to its analysis of River Valley's operating results, financial condition, and financial budgets.

        Lillian Sue Livers, M.S., R.D. has served as Director of The King's Daughters' Hospital & Health Service Foundation since 2006, and was Director of Nutrition Services of The King's Daughters' Hospital and Health Services between 1971 and 2006. She has extensive experience in preparing and monitoring operating, salary and capital equipment budgets. Her active participation in the medical community and her expertise with respect to community service needs and capabilities is valuable to the Company and the Bank. Her accounting background and experience helps her analyze River Valley's financial reports.

        Charles J. McKay is the owner of the accounting firm McKay Accounting Services, which is based in Madison, Indiana. He has practiced in public accounting for over 35 years, and has been a licensed CPA for over 25 years. Mr. McKay's extensive accounting background enables him to provide value to the board of directors in his role as the board's audit committee financial expert, and as Chairman of River Valley's Audit Committee.

Our Non-Director Executive Officers

        Vickie L. Grimes has served as Vice President—Finance of the Bank and Treasurer of the Company since May of 2007. Prior to that she was Controller for the Bank from September of 2006 until May of 2007. She also served as the Bank's Internal Auditor from 2003 to September 2006, and as an accountant with the Bank from 2000 to 2003. Prior to that, she served as the Accounting Manager for a financial institution in Pueblo, Colorado.

        Anthony D. Brandon has served as Executive Vice President of the Bank since July 29, 2005. Prior to that, starting in September 2001, he served as Vice President of Loan Administration of the Bank. Before joining the Bank, he served as President of the Indiana operations of Republic Bank & Trust Company, a Kentucky chartered bank and trust company.

        Jennifer J. Darnold has served as the Senior Vice President—Retail Banking since April 16, 2014, and prior to that, starting in April 2011, was the Vice President—Retail Banking. Before joining the Bank, she served in several capacities in compliance, marketing and human resources at Friendship State Bank, headquartered in Friendship, Indiana, from December 1996 to April 2011, serving as the Human Resources Manager at the time of her departure.

        Mark A. Goley has served as Vice President—Lending of the Bank since 1997. From 1989 to 1997, he served as Senior Loan Officer for Citizens National Bank of Madison.

        Robert E. Kleehamer has served as Senior Vice President—Business Development of the Bank since October 2009, and served as the Vice President—Business Development from June 2008 to October 2009. Prior to joining the Bank, he was Area President for First Harrison Bank, headquartered in Corydon, Indiana and President and organizing director of Hometown National Bank, a de novo bank opened in New Albany, Indiana, in March of 1997, and later sold to First Harrison Bank.

        John Muessel has served as Vice President—Trust Officer of the Bank since April of 2002. Prior to joining the Bank, he served as a Trust Officer of National City Bank of Indiana.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

        The following table provides information, as of March 31, 2014, about each person known by River Valley to own beneficially 5% or more of our common stock.

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        The following table sets forth information regarding the beneficial ownership of the Company's shares of common stock for each of the current directors of the Company, for each of the named executive officers and for all the directors and executive officers of the Company as a group. This information is presented both (i) as of March 31, 2014 and (ii) on a pro forma basis upon the completion of this offering, assuming the sale of an estimated number of shares of common stock that could be issued in a $20,000,000 offering, based on a recent closing sales price of our common stock.

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RELATED PARTY TRANSACTIONS

        As described above under "Use of Proceeds," we intend to redeem all of our 5,000 issued and outstanding Series A preferred shares on or after December 15, 2014, when the dividend rate on the Series A preferred shares increases from 7.25% to 9% per annum. Upon the redemption of the Series A preferred shares, a beneficial owner of Series A preferred shares is entitled to receive redemption proceeds equal to the sum of (i) $1,000 per Series A preferred share, which is the liquidation preference amount per preferred share, and (ii) any accrued and unpaid dividends to but excluding the date of redemption.

        Fred W. Koehler, our Chairman, beneficially owns 750 Series A preferred shares. Lillian Sue Livers, M.S., R.D., one of our directors, is the Director of The King's Daughters' Hospital Foundation Incorporated in Madison, Indiana (the "Foundation"). The Foundation assists the mission of The King's Daughters' Hospital and Health Services, which beneficially owns 1,000 Series A preferred shares. None of the executive officers or other directors of the Company beneficially owns any Series A preferred shares.

PRICE RANGE OF COMMON STOCK AND DIVIDEND INFORMATION

        Our common stock is listed on the NASDAQ Capital Market under the symbol "RIVR." The table below presents the high and low sale prices per share of our common stock on the NASDAQ Capital Market and the dividends paid per share of our common stock for the indicated periods. As of March 31, 2014, we had 1,536,306 shares of common stock issued and outstanding, held by approximately 291 record holders.

        On [    •    ], 2014, the closing sales price of our common stock on the NASDAQ Capital Market was $[    •    ] per share.

DIVIDEND POLICY

        Our board of directors has declared dividends consistently for the last 67 quarters and currently intends to continue to pay dividends throughout 2014. However, our ability to pay dividends to shareholders is largely dependent upon the dividends we receive from the Bank, and the Bank is subject to regulatory limitations on the amount of cash dividends it may pay.

        In general, the holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available therefor at such times and in such amounts as our board of directors may from time to time determine. The ability of our board of directors to declare and pay dividends on our common stock may be affected by both general corporate law considerations and

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policies of the Federal Reserve, applicable to bank holding companies. As an Indiana corporation, we are subject to the limitations of the Indiana Business Corporation Law, which prohibit us from paying dividends if we are, or by payment of the dividend we would become, insolvent, or if the payment of dividends would render us unable to pay our debts as they become due in the usual course of business. Additionally, policies of the Federal Reserve caution that a bank holding company should not pay cash dividends unless its net income available to common shareholders over the past year has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears consistent with its capital needs, asset quality and overall financial condition. The Federal Reserve also possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.

        The dividend rights of holders of our common stock are also qualified and subject to the dividend rights of holders of our Series A preferred shares. For so long as any of these preferred shares remain outstanding, no dividend or distribution may be declared or paid on the Company's common stock unless all accrued and unpaid dividends on the preferred shares have been or are first paid in full. As of March 31, 2014, all dividends on the Series A preferred shares were paid in full.

        In the event that we would elect to defer interest payments on our trust preferred securities, which we are permitted to do for up to 20 consecutive quarters, we would be prohibited from paying dividends on our common and preferred stock during the deferral period. While interest is being paid, we are not restricted under the terms of the trust preferred securities from paying dividends on our common or preferred stock, except to the extent that we must be able to fund any such dividends after paying interest on the trust preferred securities. As of March 31, 2014, we have not elected to defer any interest payments on our trust preferred securities, and we have no current intention of doing so.

        The Bank provides almost all of our revenues available for the payment of dividends. There are various statutory limitations that limit the ability of the Bank to pay dividends to us. The Bank is an Indiana state-chartered bank and is subject to the laws and regulations of the Indiana Department of Financial Institutions. Indiana law prohibits the Bank from paying dividends in an amount greater than its undivided profits, which generally refers to earnings less losses, bad debts, taxes and other operating expenses. The Bank is required to obtain the approval of the Indiana Department of Financial Institutions for the payment of any dividend if the total of all dividends declared by the Bank during the calendar year, including the proposed dividend, would exceed the sum of the Bank's net income for the year to date combined with its retained net income for the previous two years. Indiana law defines "retained net income" for this purpose to mean net income as calculated for call report purposes, less all dividends declared for the applicable period.

        In addition, the Bank may not pay a dividend if it would reduce its regulatory capital below the amount required for the liquidation account established at the time of the Bank's conversion from mutual to stock form to provide certain long-standing depositors with a limited priority claim on the assets of the Bank.

        The FDIC also has the authority to prohibit the Bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of the Bank.

        As of March 31, 2014, the Bank had $5.6 million available to pay dividends to us.

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DESCRIPTION OF CAPITAL STOCK

        We have the authority to issue 5,000,000 shares of common stock, no par value, and 2,000,000 shares of preferred stock, no par value. As of March 31, 2014, we had 1,536,306 shares of common stock issued and outstanding. Additionally, as of March 31, 2014, 8,000 shares of preferred stock have been designated Fixed Rate Cumulative Perpetual Preferred Stock, Series A, which we refer to as our Series A preferred shares, 5,000 of which are issued and outstanding.

        The following description of the material terms of our capital stock and of our articles of incorporation and bylaws is only a summary. You should refer to our articles of incorporation and bylaws, which have been filed with the SEC and are available from us upon request.

Common Stock

General

        Under our articles of incorporation, as amended, we have the authority to issue 5,000,000 shares of our common stock, no par value, of which 1,536,306 shares were issued and outstanding as of March 31, 2014. As of March 31, 2014, there were 10,066 shares of our common stock underlying options that have been issued pursuant to our equity incentive plans and 37,150 shares of our common stock reserved for future issuance under our equity incentive plans. In addition, on April 16, 2014, the shareholders approved the 2014 Stock Option and Incentive Plan, pursuant to which 150,000 shares of common stock are reserved for issuance.

        Our common stock is listed for trading on the NASDAQ Capital Market under the symbol "RIVR." Each share of our common stock has the same relative rights and is identical in all respects to every other share of our common stock. Our shares of common stock are neither redeemable nor convertible, and the holders have no preemptive or subscription rights to purchase any of our securities.

Voting Rights

        Each outstanding share of our common stock is entitled to one vote on all matters submitted to a vote of shareholders. There is no cumulative voting in the election of directors.

Liquidation Rights

        Upon our liquidation, dissolution or winding up, the holders of our shares of common stock are entitled to receive, pro rata, our assets which are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred shares then outstanding, including the holders of shares of our Series A preferred shares.

Dividends Payable on Shares of Common Stock

        Dividends are payable on the shares of our common stock by action of the board of directors, subject to certain limitations and regulatory requirements. See "Dividend Policy" for a more complete discussion of the restrictions applicable to dividends payable on our shares of common stock.

Anti-Takeover Provisions

        Our articles of incorporation, as amended, and our bylaws and certain provisions of Indiana and federal law may have the effect of discouraging, delaying or preventing a change in control or an unsolicited acquisition proposal that a shareholder might consider favorable, including a proposal that might result in the payment of a premium over the market price for the shares held by shareholders. These provisions are summarized in the following paragraphs.

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        Authorized Shares of Capital Stock.     Authorized but unissued shares of our common stock and preferred stock under our articles of incorporation could (within the limits imposed by applicable law and NASDAQ Marketplace Rules) be issued in one or more transactions that could make a change of control of us more difficult, and therefore more unlikely. The additional authorized shares could be used to discourage persons from attempting to gain control of us by diluting the voting power of shares then outstanding or increasing the voting power of persons who would support the board of directors in a potential takeover situation, including by preventing or delaying a proposed business combination that is opposed by the board of directors although perceived to be desirable by some shareholders.

        Classified Board and Director Qualifications.     Our board of directors is divided into three classes as nearly equal in number as possible. The shareholders elect one class of directors each year for a term of three years. The classified board makes it more difficult and time consuming for a shareholder group to fully use its voting power to gain control of the board of directors without the consent of the incumbent board of directors. In addition, River Valley's code of by-laws imposes certain qualifications for directors relating to residency, community involvement and deposit relationship with the Bank, among other things. These provisions make it more difficult for shareholders to remove directors and replace them with their own nominees.

        Filling of Board Vacancies; Director Removal.     The articles of incorporation provide that any vacancy occurring in the board of directors may be filled only by a vote of a majority of the "Continuing Directors." Continuing Directors refers to any director who was a member of the Company's board of directors on May 24, 1996, or who was recommended for appointment or election (before such person's initial assumption of office as a director) by a majority of the Continuing Directors then on the board. A person elected to fill a vacancy on the board of directors will serve for the unexpired term of the director whose seat became vacant. Our articles of incorporation also provide that a director may be removed from the board of directors before the expiration of his or her term only for Cause and only by the affirmative vote of the holders of at least 80% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting as a single class. "Cause" is limited to grounds for termination in 12 CFR 163.39(b).

        Director Nominations and Business at Annual Meetings.     The Company's code of by-laws imposes certain notice and information requirements in connection with the nomination by shareholders of candidates for election to the Board of Directors or the proposal by shareholders of business to be acted upon at an annual meeting of shareholders.

        No Cumulative Voting and Plurality Vote.     Our articles of incorporation do not provide for cumulative voting with respect to the election of directors. The elimination of cumulative voting makes it more difficult for a shareholder group to elect a director nominee. Also, our directors are elected by a plurality of votes, not a majority voting system, so a director can be elected to office with less than the support of the holders of a majority of the voting power. However, under our Corporate Governance Guidelines, any director nominee who receives a greater number of votes "withheld" from his or her election than votes "for" such election is required to tender his or her resignation as a director to the Chairman of the Board and then the Governance and Nominating Committee must recommend to the full Board whether to accept or reject such resignation.

        Restrictions on Call of Special Meetings.    Our articles of incorporation provide that a special meeting of shareholders may be called only by the Chairman of the Board of the Company or pursuant to a resolution adopted by a majority of the total number of directors of the Company. Shareholders are not authorized to call a special meeting.

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        Limitations on 10% Shareholders.     The Articles provide that: (i) no person shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of common stock of the Company provided that such limitation shall not apply to the purchase of shares by underwriters in a public offering or the purchase of shares by qualified employee benefit plans. Shares beneficially acquired in violation of the stock ownership restriction described above in excess of the 10% limit shall not be entitled to vote and shall not be voted by any person or counted as voting stock in connection with any matter submitted to a vote of shareholders.

        Evaluation of Offers.     The Company's articles of incorporation provide that the Board of Directors of the Company, in determining whether to take or refrain from taking corporate action on any matter, including making or declining to make any recommendation to the Company's shareholders, may, in addition to any other considerations that the Board may lawfully take into account, consider the long-term and short-term best interests of the Company (including the possibility that these interests may be best served by the continued independence of the Company), taking into account the social and economic effects of such action on the customers, present and future employees, and suppliers of the Company and its subsidiaries (including account holders and borrowers of any subsidiary of the Company); the effect on the communities in which the Company's offices or other facilities are located; and the effect on the ability of the Company to fulfill the objectives of a bank holding company and on the ability of the Bank to fulfill the objectives of a financial institution. The Company's articles of incorporation also authorize the Board of Directors to take certain actions to encourage a person to negotiate for a change of control of the Company or to oppose such a transaction considered unfair, abusive or otherwise undesirable by the Board of Directors including the adoption of so-called shareholder rights plans. By having these standards and provisions in the Company's articles of incorporation, the Board of Directors may be in a stronger position to oppose such a transaction if the Board concludes that the transaction would not be in the best interest of the Company, even if the price offered is significantly greater than the then market price of any equity security of the Company.

        Business Combinations.     River Valley's articles of incorporation provide that the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding common stock of River Valley shall be required to approve any merger or consolidation, sale of assets, issuance or transfer of securities, adoption of a plan of liquidation or dissolution, reclassification of securities, or similar transaction, in each case involving a shareholder who beneficially owns 10% or more of the voting power of River Valley common stock. This supermajority vote provision will apply unless, in the case of transactions not involving the payment cash or other consideration to the shareholders of River Valley, the transaction was approved by a majority vote of River Valley's Continuing Directors (as defined in Clause 12.037 of the articles of incorporation), or in the case of a transaction involving the payment of cash or other consideration to shareholders of River Valley, either (i) the transaction was approved by a majority vote of River Valley's Continuing Directors, or (ii) the transaction involves consideration per share generally equal to the higher of (A) the highest amount paid by such 10% shareholder or its affiliates in acquiring any shares of the River Valley common stock over a two-year period or (B) the "Fair Market Value" of such shares. Fair Market Value generally refers to the highest closing bid for the common stock during the 30 days preceding the date of the announcement of the proposed business combination or on the date the 10% or greater shareholder became such, whichever is higher. Business combinations meeting the above criteria require the affirmative vote of a majority of the outstanding shares of common stock of River Valley.

        Amendments to Articles and Bylaws.     Amendments to the Company's articles of incorporation must be approved by a majority vote of the Company's Board of Directors and also by a majority of the outstanding shares of the Company's voting shares; provided, however, that approval by at least 80% of the outstanding voting shares is required for certain provisions (i.e., provisions

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relating to number, classification, and removal of directors; limitations on the acquisition of shares; amendment of the code of by-laws; call of special shareholder meetings; criteria for evaluating certain offers; certain business combinations; and amendments to provisions relating to the foregoing). The provisions concerning limitations on the acquisition of shares may be amended only by an 80% vote of the Company's outstanding shares unless at least two-thirds of the Company's Continuing Directors (directors of the Company on May 24,1996, or directors recommended for appointment or election by a majority of such directors) approve such amendments in advance of their submission to a vote of shareholders (in which case the shareholder vote required by Indiana law is required).

        The code of by-laws may be amended only by a majority vote of the total number of directors of the Company.

        State Law.    Several provisions of the Indiana Business Corporation Law, as amended (the "IBCL"), could affect the acquisition of shares of the common stock or otherwise affect the control of the Company. Chapter 43 of the IBCL prohibits certain business combinations, including mergers, sales of assets, lease, exchange, mortgage, pledge, transfer or other dispositions, recapitalizations, issuance or transfer of shares and reclassifications of securities, between corporations such as the Company (assuming that it has over 100 shareholders) and an interested shareholder, defined as the beneficial owner of 10% or more of the voting power of the outstanding voting shares, for five years following the date on which the shareholder obtained 10% ownership unless the acquisition was approved in advance of that date by the board of directors. If prior approval is not obtained, several price and procedural requirements must be met before the business combination can be completed.

        In addition, the IBCL contains provisions designed to assure that minority shareholders have some say in their future relationship with Indiana corporations in the event that a person made a tender offer for, or otherwise acquired, shares giving that person more than 20%, 33.33%, and 50% of the outstanding voting securities of corporations having 100 or more shareholders (the "Control Share Acquisitions Statute"). Under the Control Share Acquisitions Statute, if an acquiror purchases those shares at a time that the corporation is subject to the Control Share Acquisitions Statute, then until each class or series of shares entitled to vote separately on the proposal, by a majority of all votes entitled to be cast by that group (excluding shares held by officers of the corporation, by employees of the corporation who are directors thereof and by the acquiror), approves in a special or annual meeting the rights of the acquiror to vote the shares which take the acquiror over each level of ownership as stated in the statute, the acquiror cannot vote these shares. An Indiana corporation otherwise subject to the Control Share Acquisitions Statute may elect not to be covered by the statute by so providing in its articles of incorporation or by-laws. The Company has not made such an election.

        The IBCL specifically authorizes Indiana corporations to issue options, warrants or rights for the purchase of shares or other securities of the corporation or any successor in interest of the corporation. These options, warrants or rights may, but need not be, issued to shareholders on a pro rata basis.

        The IBCL specifically authorizes directors, in considering the best interest of a corporation, to consider the effects of any action on shareholders, employees, suppliers, and customers of the corporation, and communities in which offices or other facilities of the corporation are located, and any other factors the directors consider pertinent. As described above, the Company Articles contain a provision having a similar effect. Under the IBCL, directors are not required to approve a proposed business combination or other corporate action if the directors determine in good faith that such approval is not in the best interest of the corporation. In addition, the IBCL states that directors are not required to redeem any rights under or render inapplicable a shareholder rights

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plan or to take or decline to take any other action solely because of the effect such action might have on a proposed change of control of the corporation or the amounts to be paid to shareholders upon such a change of control. The IBCL explicitly provides that the different or higher degree of scrutiny imposed in Delaware and certain other jurisdictions upon director actions taken in response to potential changes in control will not apply. The Delaware Supreme Court has held that defensive measures in response to a potential takeover must be "reasonable in relation to the threat posed".

        In taking or declining to take any action or in making any recommendation to a corporation's shareholders with respect to any matter, directors are authorized under the IBCL to consider both the short-term and long-term interests of the corporation as well as interests of other constituencies and other relevant factors. Any determination made with respect to the foregoing by a majority of the disinterested directors shall conclusively be presumed to be valid unless it can be demonstrated that such determination was not made in good faith after reasonable investigation.

        Because of the foregoing provisions of the IBCL, the Board will have flexibility in responding to unsolicited proposals to acquire the Company, and accordingly it may be more difficult for an acquiror to gain control of the Company in a transaction not approved by the Board.

        Federal Limitations.     The Change in Bank Control Act provides that no person, acting directly or indirectly, or through or in concert with one or more persons may acquire control of an insured depository institution or of a bank holding company unless at least 60 days prior written notice is given to the appropriate banking agency and such agency has not objected to the proposed acquisition.

        The Bank Holding Company Act also prohibits any "company," directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries or transactions, from acquiring control of an insured depository institution without the prior approval of the Federal Reserve. In addition, any company that acquires such control becomes a "bank holding company" subject to registration, examination and regulation as a bank holding company by the Federal Reserve.

        The term "control" for purposes of the Bank Holding Company Act includes (i) the power, directly or indirectly, to vote more than 25% of any class of voting stock of the insured depository institution, (ii) control, in any manner, of the election of a majority of the directors of the institution; (iii) a determination by the Federal Reserve, after notice and opportunity for hearing, that such company or person has the power, directly or indirectly, to exercise a controlling influence over or to direct the management or policies of the institution; and (iv) the conditioning in any manner of the transfer of 25% or more of any class of voting stock in the institution upon transfer of 25% or more of the voting stock of another institution or other company.

        The Change in Bank Control Act has a similar definition of control. However, regulations also set forth certain "rebuttable control determinations" which arise upon the acquisition of any voting securities of an insured depository institution or bank holding company if, after the transaction, the acquiring person (or persons acting in concert) owns, controls, or holds with power to vote 10% or more (but less than 25%) of any class of voting securities of the institution, and if (i) the institution has registered securities under Section 12 of the Securities Exchange Act of 1934 or (ii) no other person will own a greater percentage of that class of voting securities immediately after the transaction.

        The Federal Reserve specifies certain criteria it uses to evaluate control applications under the Bank Holding Company Act. The Federal Reserve is empowered to disapprove an acquisition of control if it finds, among other things, that (i) the acquisition would substantially lessen competition, (ii) the financial condition of the acquiring person might jeopardize the institution or

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its depositors, (iii) the competency, experience, or integrity of the acquiring person indicates that it would not be in the interest of the depositors, the institution, or the public to permit the acquisition of control by such person, or (iv) the convenience and needs of the communities will not be served by the acquiring institution.

        In addition, under the Bank Holding Company Act, bank holding companies may not, directly or indirectly, acquire over 5% of the voting power of another bank or bank holding company without prior Federal Reserve approval.

Transfer Agent.

        The transfer agent and registrar for our common stock is Registrar and Transfer Company.

Preferred Stock

General

        Under our articles of incorporation, as amended, we have authority to issue up to 2,000,000 shares of preferred stock, without par value. Of such number of shares of preferred stock, 8,000 shares have been designated as Series A preferred shares, 5,000 of which Series A preferred shares are currently outstanding.

Dividends Payable on Shares of Series A Preferred Shares

        Holders of Series A preferred shares are entitled to receive if, as and when declared by our board of directors or a duly authorized committee of the board, out of assets legally available for payment, cumulative cash dividends at a rate per annum of 7.25% per share on a liquidation preference of $1,000 per share of Series A preferred shares with respect to each dividend period for five years after the date of issuance of the preferred shares, which was November 19, 2009 in the case of the 5,000 preferred shares currently outstanding. Thereafter, for dividend periods beginning after that five-year anniversary, holders of Series A preferred shares are entitled to receive cumulative cash dividends at a rate per annum of 9% per share on a liquidation preference of $1,000 per share of Series A preferred shares with respect to each dividend period thereafter.

        Dividends are payable quarterly in arrears on each March 15, June 15, September 15 and December 15, each a "dividend payment date," starting in December 15, 2009 in the case of the 5,000 preferred shares currently outstanding. If any dividend payment date is not a business day, then the next business day will be the applicable dividend payment date, and no additional dividends will accrue as a result of the applicable postponement of the dividend payment date. Dividends payable during any dividend period are computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable with respect to the Series A preferred shares are payable to holders of record of Series A preferred shares on the date that is 15 calendar days immediately preceding the applicable dividend payment date or such other record date as the board of directors or any duly authorized committee of the board determines, so long as such record date is not more than 60 nor less than 10 days prior to the applicable dividend payment date.

        If we determine not to pay any dividend or a full dividend with respect to the Series A preferred shares, we are required to provide written notice to the holders of Series A preferred shares prior to the applicable dividend payment date.

        Since we receive substantially all of our revenue from dividends from the Bank, our ability to pay dividends on our common stock or preferred shares depends on our receipt of dividends from the Bank. Dividend payments from the Bank are subject to legal and regulatory limitations, generally based on net income and retained earnings. The ability of the Bank to pay dividends to us is also subject to

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its profitability, financial condition, capital expenditures and other cash flow requirements. In addition, we are subject to Indiana state laws relating to the payment of dividends.

Priority of Dividends

        With respect to the payment of dividends and the amounts to be paid upon liquidation, the Series A preferred shares will rank:

•

senior to our common stock and all other equity securities designated as ranking junior to the Series A preferred shares; and



•

at least equally with all other equity securities designated as ranking on a parity with the Series A preferred shares, or parity stock, with respect to the payment of dividends and distribution upon any liquidation, dissolution or winding-up of the Company.

        So long as any Series A preferred shares remain outstanding, unless all accrued and unpaid dividends for all prior dividend periods have been paid or are contemporaneously declared and paid in full, no dividend whatsoever shall be paid or declared on the common stock or other junior stock, other than a dividend payable solely in common stock. We and our subsidiaries also may not purchase, redeem or otherwise acquire for consideration any shares of our common stock or other junior stock unless we have paid in full all accrued dividends on the Series A preferred shares for all prior dividend periods, other than:

•

purchases, redemptions or other acquisitions of our common stock or other junior stock in connection with the administration of our employee benefit plans in the ordinary course of business and consistent with past practice including pursuant to a publicly announced repurchase plan, up to the increase in diluted shares outstanding resulting from the grant, vesting or exercise of equity-based compensation;



•

purchases or other acquisitions by broker-dealer subsidiaries of the Company solely for the purpose of market-making, stabilization or customer facilitation transactions in junior stock or parity stock in the ordinary course of its business;



•

by broker-dealer subsidiaries of the Company for resale pursuant to an offering by us of our stock that is underwritten by the related broker-dealer subsidiary;



•

any dividends or distributions of rights or junior stock in connection with any shareholders' rights plan or redemptions or repurchases of rights pursuant to any shareholders' rights plan;



•

the acquisition of record ownership by the Company or any of its subsidiaries of junior stock or parity stock for the beneficial ownership of any other person who is not the Company or any of its subsidiaries, including as trustee or custodian; and



•

exchange or conversion of junior stock for or into other junior stock or of parity stock for or into other parity stock or junior stock but only to the extent that such exchange or conversion is required pursuant to binding contractual agreements entered into before issuance of the preferred shares or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for common stock.

        On any dividend payment date for which full dividends are not paid, or declared and funds set aside therefor, on the Series A preferred shares and any other parity stock, all dividends paid or declared for payment on that dividend payment date (or, with respect to parity stock with a different dividend payment date, on the applicable dividend date therefor falling within the dividend period and related to the dividend payment date for the Series A preferred shares), with respect to the Series A preferred shares and any other parity stock shall be declared ratably among the holders of any such

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shares who have the right to receive dividends, in proportion to the respective amounts of the undeclared and unpaid dividends relating to the dividend period.

        Subject to the foregoing, such dividends (payable in cash, stock or otherwise) as may be determined by our board of directors, or a duly authorized committee of the board, may be declared and paid on our common stock and any other stock ranking equally with or junior to the Series A preferred shares from time to time out of any funds legally available for such payment, and the Series A preferred shares shall not be entitled to participate in any such dividend.

Redemption

        The Series A preferred shares may not be redeemed prior to the first day of the first dividend payment period commencing after the fifth anniversary of the issue date of the preferred shares. The five-year anniversary of issuance of our outstanding Series A preferred shares is November 19, 2014, and the first dividend payment period following that anniversary starts on December 15, 2014. On or after the first dividend payment period commencing after the fifth anniversary of the issue date of the preferred shares, the Series A preferred shares may be redeemed at any time, subject to any required bank regulatory approval, in whole or in part, subject to notice as described below.

        In any redemption, the redemption price is an amount equal to the per share liquidation amount plus accrued and unpaid dividends to, but excluding, the date of redemption.

        The Series A preferred shares will not be subject to any mandatory redemption, sinking fund or similar provisions. Holders of Series A preferred shares have no right to require the redemption or repurchase of the Series A preferred shares. Our board of directors, or a duly authorized committee of the board of directors, has full power and authority to prescribe the terms and conditions upon which the Series A preferred shares will be redeemed from time to time, subject to the provisions of the Certificate of Designations.

        If fewer than all of the outstanding Series A preferred shares are to be redeemed, the shares to be redeemed will be selected either pro rata from the holders of record of Series A preferred shares in proportion to the number of shares held by those holders or in such other manner as our board of directors or a duly authorized committee thereof may determine to be fair and equitable.

        We will mail notice of any redemption of Series A preferred shares by first class mail, postage prepaid, addressed to the holders of record of the Series A preferred shares to be redeemed at their respective last addresses appearing on our books. This mailing will be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed or otherwise given as described in this paragraph will be conclusively presumed to have been duly given, whether or not the holder receives the notice, and failure duly to give the notice by mail or otherwise, or any defect in the notice or in the mailing or provision of the notice, to any holder of Series A preferred shares designated for redemption will not affect the redemption of any other Series A preferred shares. Each notice of redemption will set forth the applicable redemption date, the redemption price, the place where Series A preferred shares are to be surrendered for payment, and the number of Series A preferred shares to be redeemed (and, if less than all Series A preferred shares held by the applicable holder, the number of shares to be redeemed from the holder).

        Shares of Series A preferred shares that are redeemed, repurchased or otherwise acquired by us will revert to authorized but unissued shares of our preferred shares.

Liquidation Rights

        In the event that we voluntarily or involuntarily liquidate, dissolve or wind up our affairs, holders of Series A preferred shares will be entitled to receive an amount per share, referred to as the total liquidation amount, equal to the fixed liquidation preference of $1,000 per share, plus any accrued and

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unpaid dividends, whether or not declared, to the date of payment. Holders of the Series A preferred shares will be entitled to receive the total liquidation amount out of our assets that are available for distribution to shareholders, after payment or provision for payment of our debts and other liabilities, but before any distribution of assets is made to holders of our common stock or any other shares ranking, as to that distribution, junior to the Series A preferred shares.

        If our assets are not sufficient to pay the total liquidation amount in full to all holders of Series A preferred shares and all holders of any shares of outstanding parity stock, the amounts paid to the holders of Series A preferred shares and other shares of parity stock will be paid pro rata in accordance with the respective total liquidation amount for those holders. If the total liquidation amount per share of Series A preferred shares has been paid in full to all holders of Series A preferred shares and other shares of parity stock, the holders of our common stock or any other shares ranking, as to such distribution, junior to the Series A preferred shares will be entitled to receive all of our remaining assets according to their respective rights and preferences.

        For purposes of the liquidation rights, neither the sale, conveyance, exchange or transfer of all or substantially all of our property and assets, nor the consolidation or merger by us with or into any other corporation or by another corporation with or into us, will constitute a liquidation, dissolution or winding-up of our affairs.

Voting Rights

        Except as indicated below or otherwise required by law, the holders of Series A preferred shares will not have any voting rights.

        Election of Two Directors upon Non-Payment of Dividends.     If the dividends on the Series A preferred shares have not been paid for an aggregate of six quarterly dividend periods or more (whether or not consecutive), the authorized number of directors then constituting our board of directors will be increased by two. Holders of Series A preferred shares, together with the holders of any outstanding parity stock with like voting rights, referred to as voting parity stock, voting as a single class, will be entitled to elect the two additional members of our board of directors, referred to as the "preferred stock directors," at the next annual meeting (or at a special meeting called for the purpose of electing the preferred stock directors prior to the next annual meeting) and at each subsequent annual meeting until all accrued and unpaid dividends for all past dividend periods have been paid in full. Directors elected by the holders of preferred shares will need to satisfy the qualification requirements in the Company's code of by-laws. Upon payment in full of all accrued and unpaid dividends, the right to elect preferred stock directors will terminate, subject to revesting in the event that dividends on the Series A preferred shares are not paid for an aggregate of six quarterly dividend payments. The election of any preferred stock director is subject to the qualification that the election would not cause us to violate the corporate governance requirement of The Nasdaq Stock Market (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors.

        Upon the termination of the right of the holders of Series A preferred shares and voting parity stock to vote for preferred stock directors, as described above, the preferred stock directors will immediately cease to be qualified as directors, their term of office shall terminate immediately and the number of authorized directors of the Company will be reduced by the number of preferred stock directors that the holders of Series A preferred shares and voting parity stock had been entitled to elect. The holders of a majority of Series A preferred shares and voting parity stock, voting as a class, may remove any preferred stock director, with or without cause, and the holders of a majority of the Series A preferred shares and voting parity stock, voting as a class, may fill any vacancy created by the removal of a preferred stock director. If the office of a

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preferred stock director becomes vacant for any other reason, the remaining preferred stock director may choose a successor to fill such vacancy for the remainder of the unexpired term.

        Other Voting Rights.    So long as any Series A preferred shares are outstanding, in addition to any other vote or consent of shareholders required by law or by our articles of incorporation, as amended, the vote or consent of the holders of at least 66²/3% of the Series A preferred shares at the time outstanding, voting separately as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

•

any amendment or alteration of the Certificate of Designations for the Series A preferred shares or our articles of incorporation, as amended, to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock ranking senior to the Series A preferred shares with respect to payment of dividends and/or distribution of assets on any liquidation, dissolution or winding up of the Company;



•

any amendment, alteration or repeal of any provision of the Certificate of Designations for the Series A preferred shares or our articles of incorporation, as amended, so as to adversely affect the rights, preferences, privileges or voting powers of the Series A preferred shares; or



•

any consummation of a binding share exchange or reclassification involving the Series A preferred shares or of a merger or consolidation of the Company with another entity, unless the Series A preferred shares remain outstanding following any such transaction and have the same rights, preferences, privileges and voting power or, if the Company is not the surviving or resulting entity or its ultimate parent, are converted into or exchanged for preference securities, and such remaining outstanding Series A preferred shares or preference securities have rights, preferences, privileges and voting powers that are not materially less favorable than the rights, preferences, privileges or voting powers of the Series A preferred shares, taken as a whole.

        To the extent of the voting rights of the Series A preferred shares, each holder of Series A preferred shares will have one vote for each share of Series A preferred shares.

        The foregoing voting provisions will not apply if, at or prior to the time when the vote or consent would otherwise be required, all outstanding Series A preferred shares have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside by us for the benefit of the holders of Series A preferred shares to effect the redemption.

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UNDERWRITING

        We are offering the shares of our common stock described in this prospectus through Keefe, Bruyette & Woods, Inc., as sole underwriter (the "Underwriter"). We have entered into an underwriting agreement with the Underwriter dated                        , 2014 (the "Underwriting Agreement"). Subject to the terms and conditions of the Underwriting Agreement, the Underwriter has agreed to purchase the number of shares of common stock set forth on the cover of this prospectus from us.

        Our common stock is offered subject to a number of conditions, including receipt and acceptance of the common stock by the Underwriter.

        In connection with this offering, the Underwriter or securities dealers may distribute offering documents to investors electronically.

        Certain of our executive officers and directors are expected to purchase shares of our common stock in this offering at the public offering price set forth on the cover of this prospectus. Any shares purchased by our executive officers or directors will be subject to the lock-up agreements described below.

Commission and Discounts

        Shares of common stock sold by the Underwriter to the public will initially be offered at the public offering price set forth on the cover of this prospectus. Any shares of common stock sold by the Underwriter to securities dealers may be sold at a discount of up to $            per share from the public offering price. Any of these securities dealers may resell any shares of common stock purchased from the Underwriter to other brokers or dealers at a discount of up to $            per share from the public offering price. If all of the shares of common stock are not sold at the public offering price, the Underwriter may change the offering price and the other selling terms.

        The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the Underwriter of its overallotment option to purchase additional                shares:

        We estimate that the total expenses of this offering payable by us, not including the underwriting discounts and commissions but including our reimbursement of certain expenses of the Underwriter, will be approximately $            . This amount includes the amount we have agreed to reimburse the Underwriter for certain fees and expenses incurred in connection with this offering, including fees of counsel to the Underwriter and fees and expenses incurred by the Underwriter in connection with road-show presentations and FINRA's review of the terms of the offering, not to exceed $            in total.

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Option to Purchase Additional Shares

        We have granted the Underwriter an option to buy up to                        additional shares of our common stock at the public offering price less underwriting discounts and commissions. The Underwriter may exercise this option, in whole or from time to time, solely for the purpose of covering over-allotments, if any, made in connection with this offering. The Underwriter has 30 days from the date of this prospectus to exercise this option.

Lock-Up Agreements

        We, our executive officers and our directors have entered into lock-up agreements with the Underwriter. Under these agreements, we and each of these persons may not, without the prior written approval of the Underwriter, subject to limited exceptions,

•

offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of our common stock or any securities convertible into or exchangeable or exercisable for our common stock, whether now owned or hereafter acquired or with respect to which such person has or hereafter acquires the power of disposition, or file any registration statement under the Securities Act, with respect to any of the foregoing; or



•

enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of our common stock, whether any such swap, hedge or transaction is to be settled by delivery of shares of our common stock or other securities, in cash or otherwise.

        These restrictions also apply to securities convertible into or exchangeable or exercisable for or repayable with common stock to the same extent as they apply to our common stock. They also apply to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

        These restrictions will be in effect for a period of 90 days after the date of the Underwriting Agreement.

        The 90-day restricted period described above is subject to extension under limited circumstances. In the event that either (1) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 90-day restricted period and ends on the last day of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs; or (2) prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of 90-day restricted period, then the restricted period will continue to apply until the expiration of the date that is 15 calendar days plus three business days after the date on which the earnings release is issued or the material news or material event relating to us occurs.

NASDAQ Capital Market Listing

        Our common stock is listed on the Nasdaq Capital Market under the symbol "RIVR."

Indemnification and Contribution

        We have agreed to indemnify the Underwriter and its affiliates, selling agents and controlling persons against certain liabilities, including under the Securities Act. If we are unable to provide this indemnification, we will contribute to the payments the Underwriter and its affiliates, selling agents and controlling persons may be required to make in respect of those liabilities.

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Price Stabilization, Short Positions and Penalty Bids

        To facilitate the offering of our common stock, the Underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock, including:

•

stabilizing transactions;



•

short sales; and



•

purchases to cover positions created by short sales.

        Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our common stock while this offering is in progress. These transactions may also include making short sales of our common stock, which involve the sale by the Underwriter of a greater number of shares of common stock than it is required to purchase in this offering. Short sales may be "covered short sales," which are short positions in an amount not greater than the Underwriter's over-allotment option referred to above, or may be "naked short sales," which are short positions in excess of that amount.

        The Underwriter may close out any covered short position either by exercising its over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the Underwriter will consider, among other things, the price of shares available for purchase in the open market compared to the price at which it may purchase shares through the over-allotment option. The Underwriter must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the Underwriter is concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchased in this offering.

        As a result of these activities, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriter at any time without notice. The Underwriter may carry out these transactions on the Nasdaq Capital Market, in the over-the-counter market or otherwise.

Passive Market Making

        In connection with this offering, the Underwriter and any selling group members may engage in passive market making transactions in our common stock on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of common stock and extending through the completion of the distribution of this offering. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker's bid, that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The Underwriter and dealers are not required to engage in passive market making and may end passive market making activities at any time.

Electronic Distribution

        A prospectus in electronic format may be made available by e-mail or on the website or through online services maintained by the Underwriter or its affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The Underwriter may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the Underwriter on the same basis as other allocations. Other than the prospectus in electronic format, the information on the Underwriter's

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website and any information contained on any other website maintained by the Underwriter is not part of this prospectus, has not been approved and/or endorsed by the Underwriter or us and should not be relied upon by investors.

Directed Share Program

        At our request, the Underwriter has reserved for sale, at the initial public offering price, up to                   shares of common stock offered by this prospectus for sale to our directors, officers, employees, customers, local community investors, business associates and related persons. Reserved shares purchased by our directors and executive officers will be subject to the lock-up provisions described above. The number of shares of our common stock available for sale to the general public will be reduced to the extent these persons purchase the reserved shares. Any reserved shares of our common stock that are not so purchased will be offered by the Underwriter to the general public on the same terms as the other shares of our common stock offered by this prospectus. Any shares sold in the directed share program will be subject to an underwriting discount of 3.5%.

Affiliations

        The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, valuation and brokerage activities. From time to time, the Underwriter and/or its affiliates have directly and indirectly engaged, or may engage, in various financial advisory, investment banking and commercial banking and other services for us and our affiliates in the ordinary course of its business, for which they have received, or may receive, customary compensation, fees, commissions and expense reimbursement. In addition, in the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and those investment and securities activities may involve securities and/or instruments of ours. The Underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of those securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in those securities and instruments.

EXPERTS

        Our consolidated financial statements as of December 31, 2013 and 2012 and for each of the two years in the period ended December 31, 2013, included in our Annual Report on Form 10-K for the year ended December 31, 2013, have been audited by BKD, LLP, independent registered public accounting firm, as set forth in its report thereon and incorporated therein and herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

        The validity of the shares of our common stock offered by this prospectus and certain legal matters will be passed upon for us by Barnes & Thornburg LLP, Indianapolis, Indiana. Certain legal matters relating to this offering will be passed upon for Keefe, Bruyette & Woods, Inc. by Vedder Price P.C., Chicago, Illinois.

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                  Shares of Common Stock

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PROSPECTUS

                  , 2014

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table sets forth the fees and expenses in connection with the issuance and distribution of the securities being registered. Except for the Securities and Exchange Commission ("SEC") registration fee and the Financial Industry Regulatory Authority ("FINRA") filing fee, all amounts are estimates.

Item 14.    Indemnification of Directors and Officers.

        Chapter 37 of the Indiana Business Corporation Law (the "IBCL") authorizes every Indiana corporation to indemnify its officers and directors under certain circumstances against liability incurred in connection with proceedings to which the officers or directors are made a party by reason of their relationship to the corporation. Officers and directors may be indemnified where they have acted in good faith; in the case of official action, the conduct was in the corporation's best interests and in all other cases, the action taken was not against the interests of the corporation; and in the case of criminal proceedings, the action was lawful or there was no reason or cause to believe the action was unlawful. Chapter 37 also requires every Indiana corporation to indemnify any of its officers or directors (unless limited by the articles of incorporation of the corporation) who were wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred in connection with the proceeding. A corporation may also, under certain circumstances, pay for or reimburse the reasonable expenses incurred by an officer or director who is a party to a proceeding in advance of final disposition of the proceeding. Chapter 37 states that the indemnification provided for therein is not exclusive of any other rights to which a person may be entitled under the articles of incorporation, by-laws or resolutions of the board of directors or shareholders.

        Our articles of incorporation provide for indemnification, to the fullest extent permitted by the IBCL, of our directors, officers, employees or agents against liability and reasonable expense that may be incurred by them, arising out of any claim or action, civil or criminal in which they may become involved by reason of being or having been a director, officer, employee or agent. To be entitled to indemnification, (a) those persons must have been wholly successful in the claim or action or (b) the board of directors, independent legal counsel or the shareholders must have determined that such persons acted in good faith in what they reasonably believed to be in our best interest, or in the case of conduct not in the individual's capacity with us, did not act in opposition to our best interest. In

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addition, in any criminal action, such persons must have had no reasonable cause to believe that their conduct was unlawful.

        Officers and directors of our company are insured, subject to certain exclusions and deductible and maximum amounts, against loss from claims arising in connection with their acting in their respective capacities, which include claims under the Securities Act of 1933 (the "Securities Act").

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under any of the foregoing provisions, in the opinion of the SEC, that indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Finally, our ability to provide indemnification to our directors and officers is limited by federal banking laws and regulations, including, but not limited to, 12 U.S.C. 1828(k).

Item 15.    Recent Sales of Unregistered Securities

        Not applicable.

Item 16.    Exhibits and Financial Statement Schedules.

(a)

Exhibits

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(b)

Financial Statement Schedules

        All schedules have been omitted because they are not required or because the required information is given in the financial statements or notes to those statements.

Item 17.    Undertakings.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned Registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Indianapolis, Indiana, on May 29, 2014.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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