Registration Statement for Securities to Be Issued in Business Combination Transactions (s-4/a)

Risk Factors

The merger and the acquisition of Croghan common shares involve significant risks. In addition to the other information included in this prospectus/proxy statement, you should consider carefully the risk factors described below in deciding whether to vote to adopt and approve the merger agreement.

Risks Related to the Merger

Indebancorp shareholders cannot be sure of the market value of the Croghan common shares they receive in the merger due to fluctuations in the market price of the Croghan common shares prior to and following the merger.

Under the terms of the merger agreement, the shareholders of Indebancorp will be entitled to elect to receive, in exchange for the Indebancorp common shares that they own, either (a) Croghan common shares at the exchange ratio of 1.63 Croghan common shares for each Indebancorp common share owned, (b) cash in the amount of $55.00 for each Indebancorp common share owned, or (c) a combination of cash and Croghan common shares. Except in certain limited circumstances described in the merger agreement, the share exchange ratio (1.63 Croghan common shares for each Indebancorp common share owned) will not be adjusted in the event of an increase or decrease in the market price of Croghan common shares.

Pursuant to the merger agreement, Indebancorp may, but is not obligated to, terminate the merger agreement if both the average Croghan share price is less than $26.00, as adjusted (the “Croghan Reference Price”), and the Croghan share price has declined as a percentage of $34.38 by more than 20% from the decline, if any, in the SNL Bank and Thrift Index over the period beginning on the date of the execution of the merger agreement and ending on the trading day immediately preceding the fifth trading day prior to the effective day of the merger agreement. However, Indebancorp may not terminate the merger agreement if Croghan then offers to distribute to Indebancorp shareholders an additional number of Croghan common shares necessary in order to increase the share exchange ratio such that the product of the Share Exchange Ratio multiplied by the Croghan Reference Price equals or exceeds $42.38. If, in such case, Croghan elects not to distribute such additional Croghan common shares, the Indebancorp Board of Directors will determine, in the exercise of its fiduciary duties, whether to terminate the merger agreement or to waive its right to terminate and proceed with the merger. There can be no assurance that the Indebancorp Board of Directors would elect to terminate or not to terminate the merger agreement under such circumstances.

On September    , 2013, the last practicable trading day for which information was available prior to the date of this prospectus/proxy statement, the closing sale price for Croghan common shares was $            . Based on that price and an exchange ratio of 1.63, the equivalent price of an Indebancorp common share would be $            .

The market price of the Croghan common shares may decrease following the fifth trading day prior to the effective date of the merger, and prior to the closing of the merger. Furthermore, you will not receive your merger consideration until several days after the closing of the merger, and the market price of the Croghan common shares may decrease during the post-closing period prior to the date that you actually receive your merger consideration. During this period, you will not be able to sell any of the Croghan common shares that you may be entitled to receive in the merger to avoid losses resulting from any decline in the market price of the Croghan common shares.

Indebancorp shareholders may receive a form of consideration different from the form of consideration they elect.

Although Indebancorp shareholders will have an opportunity to elect the form of consideration they wish to receive in the merger, their elections will be subject to the allocation procedures set forth in the merger

agreement to ensure that, subject to adjustment for cash paid in lieu of fractional Croghan common shares, 70%

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of the outstanding Indebancorp common shares will be exchanged for Croghan common shares and 30% of the outstanding Indebancorp common shares will be exchanged for cash, subject to certain procedures described on page 53.

If an Indebancorp shareholder elects to receive all cash and the available cash is oversubscribed, then the shareholder will receive a portion of the merger consideration in the form of Croghan common shares. Similarly, if an Indebancorp shareholder elects to receive all Croghan common shares and the available Croghan common shares are oversubscribed, then the shareholder will receive a portion of the merger consideration in cash.

Croghan may fail to realize all of the anticipated benefits of the merger

The success of the merger will depend, in part, on Croghan’s ability to (i) realize the anticipated benefits and cost savings from combining the businesses of Croghan and Indebancorp and (ii) combine the businesses of Croghan and Indebancorp in a manner that permits growth opportunities and cost savings to be realized without materially disrupting the existing customer relationships of Croghan nor decreasing revenues due to loss of customers. However, to realize these anticipated benefits and cost savings, Croghan must successfully combine the businesses of Croghan and Indebancorp. If Croghan is not able to achieve these objectives, the anticipated benefits and cost savings of the merger may not be realized fully or at all or may take longer to realize than expected.

Croghan and Indebancorp have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies will also require significant management attention and resources that will not be available for normal operations. In addition, the merger and integration will result in Croghan entering markets where it does not currently have a meaningful presence and could result in deposit and other customer losses.

Croghan could experience difficulties in managing its growth and effectively integrating the operations of Indebancorp and its subsidiaries.

The earnings, financial condition and prospects of Croghan after the merger will depend in part on Croghan’ ability to integrate successfully the operations of Indebancorp and its subsidiaries and to continue to implement its own business plan. Croghan may not be able to achieve fully the strategic objectives and operating efficiencies in the merger. The costs or difficulties relating to the integration of Indebancorp and its subsidiaries with the Croghan organization may be greater than expected or the cost savings from any anticipated economies of scale of the combined organization may be lower or take longer to realize than expected. Inherent uncertainties exist in integrating the operations of any acquired entity. In addition, the markets and industries in which Croghan and Indebancorp and their respective subsidiaries operate are highly competitive. Croghan may lose its customers or the customers of Indebancorp and its subsidiaries as a result of the merger. Croghan may also lose key personnel, either from itself or from Indebancorp and its subsidiaries, as a result of the merger. These factors could contribute to Croghan not fully achieving the expected benefits from the merger.

The merger agreement limits Indebancorp’s ability to pursue alternatives to the merger with Croghan, may discourage other acquirers from offering a higher valued transaction to Indebancorp and may, therefore, result in less value for the Indebancorp shareholders.

The merger agreement contains a provision that, subject to certain limited exceptions, prohibits Indebancorp from discussing, negotiating or committing to a competing third-party proposal to acquire Indebancorp or one of its subsidiaries. In addition, if Indebancorp would enter into or complete a transaction with a third-party, Indebancorp may be required to pay a $1,140,000 termination fee to Croghan. These merger agreement

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provisions could discourage a potential competing acquirer that might have an interest in acquiring Indebancorp, even if it were prepared to pay a higher per share price than proposed in the merger.

The fairness opinions obtained by Indebancorp and Croghan from their respective financial advisors will not reflect changes in circumstances prior to the merger.

Austin Associates, LLC (“Austin”), the financial advisor to Indebancorp, delivered a fairness opinion to the Board of Directors of Indebancorp on June 20, 2013. The Austin fairness opinion states that, as of the date of the opinion, the merger consideration set forth in the merger agreement was fair, from a financial point of view, to the Indebancorp shareholders. Sterne Agee, the financial advisor to Croghan, delivered a fairness opinion to the Board of Directors of Croghan on June 20, 2013. The Sterne Agee fairness opinion states that, as of the date of the opinion, the consideration to be paid by Croghan pursuant to the merger agreement was fair, from a financial point of view, to Croghan. The respective fairness opinions do not reflect changes that may occur or may have occurred after the date on which they were delivered, including changes to the operations and prospects of Croghan or Indebancorp, changes in general market and economic conditions, or other factors. Any such changes, or other factors on which the fairness opinions are based, may alter the relative value of Croghan and Indebancorp.

The merger may not result in increased liquidity for Indebancorp shareholders because a limited trading market exists for Croghan’ common shares.

From             , 2013 to             , 2013, the average daily trading volume for Croghan’ common shares has been             per day. While this volume is greater than the trading in Indebancorp common shares during the same period, the merger may not result in an increase in the trading volume of Croghan’ common shares. The limited trading market for Croghan’ common shares may lead to price volatility in excess of that which would occur in a more active trading market. In addition, even if a more active trading market in Croghan’ common shares develops, such a market may not continue.

Risks Related to Croghan’s Business

Changes in interest rates could have a material adverse effect on Croghan’s financial condition and results of operations.

Croghan’s operating results are dependent to a significant degree on the difference between the interest rates earned on interest-earning assets such as loans and investment securities, and the interest rates paid on interest-bearing liabilities such as deposits and borrowings. These rates are highly sensitive to many factors beyond Croghan’s control, including general economic conditions, and the policies of various governmental and regulatory authorities (in particular, the Board of Governors of the Federal Reserve System (the “FRB”)). Changes in interest rates will influence the demand for loans, the prepayment of loans, the purchase of investments, the generation of deposits, and the rates received on loans and investment securities and paid on deposits and borrowings, and these changes could have a material adverse effect on Croghan’s financial condition and results of operations. The impact of these changes may be magnified if Croghan does not effectively manage the relative sensitivity of its assets and liabilities to changes in market interest rates.

Changes in economic and political conditions could adversely affect Croghan’s financial condition and results of operations.

Croghan’s success depends, to a significant extent, upon economic and political conditions, local and national, as well as governmental fiscal and monetary policies. Conditions such as inflation, recession, unemployment, change in interest rates, money supply, and other factors beyond Croghan’s control may adversely affect its asset quality, deposit levels, and loan demand and, therefore, its earnings. Because Croghan has a significant amount of real estate loans, further decreases in real estate values could adversely affect the value of property used as collateral. Adverse changes in the economy may also have a negative effect on the ability of Croghan’s borrowers to make timely repayments of their loans, which would have an adverse impact on Croghan’s earnings. In addition, a substantial portion of Croghan’s loans are to individuals and businesses

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located in Northwest Ohio. Consequently, a significant continued decline in the economy of this market area could have a materially adverse effect on Croghan’s financial condition and results of operations.

Croghan’s loan portfolio is concentrated in Northwestern Ohio, and changes in the economic conditions and real estate valuations in this market area could adversely impact results of operations, financial condition and cash flows.

Croghan’s lending and deposit gathering activities are concentrated in Huron, Ottawa, Sandusky, Seneca and Wood Counties in Nortwestern Ohio. Because the lending and deposit gathering activities of Indebancorp are also concentrated in Northwestern Ohio, primarily in Ottawa County, the merger will not result in any material geographic diversification of Croghan’s loan portfolio or deposit markets. Croghan’s success has and will continue to depend on the general economic conditions in Northwestern Ohio, particularly given that a significant portion of both Croghan’s and Indebancorp’s lending relates to real estate located in this area. Real estate values in these Ohio communities have been negatively impacted by the recent economic crisis. Although there has been some improvement recently in some economic measures, including home prices and unemployment rates in Ohio, adverse changes in the economic conditions in the Northwestern Ohio markets could impair Croghan’s ability to collect payments on loans, increase loan delinquencies, increase problem assets and foreclosures, increase claims and lawsuits, increase devaluations recognized within Croghan’s OREO portfolio, decrease the demand for Croghan’s products and services and decrease the value of collateral for loans, especially real estate values, which could have a material adverse effect on Croghan’s financial condition, results of operations and cash flows.

If actual loan losses exceed the allowance for loan losses, Croghan’s net income will decrease.

Croghan maintains an allowance for loan losses based upon a number of relevant factors, including, but not limited to, trends in the level of nonperforming assets and classified loans, current economic conditions in the primary lending area, past loss experience, possible losses arising from specific problem loans, and changes in the composition of the loan portfolio. Regular provisions are made in amounts sufficient to maintain the balance in the allowance for loan losses at a level considered by management to be adequate for losses within the portfolio. While Croghan’s management believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in material adjustments, and net earnings could be significantly adversely affected, if circumstances differ substantially from the assumptions and estimates used by management to determine the allowance for loan losses.

FDIC insurance premiums may increase materially, which would negatively affect Croghan’s net income.

The Federal Deposit Insurance Corporation (“FDIC”) insures deposits at FDIC-insured financial institutions, including Croghan Colonial Bank. The FDIC charges insured financial institutions premiums to maintain the Deposit Insurance Fund at a certain level. The costs of resolving bank failures have increased during the last few years and decreased the Deposit Insurance Fund. The FDIC collected a special assessment in 2009 to replenish the Deposit Insurance Fund and also required a prepayment of an estimated amount of future deposit insurance premiums. If the costs of future bank failures increase, deposit insurance premiums may also increase.

Croghan’s businesses have been and may continue to be adversely affected by conditions in the financial markets and economic conditions generally.

The capital and credit markets have been experiencing unprecedented levels of volatility since 2008. As a consequence of the U.S. economic recession, business activity across a wide range of industries has faced serious difficulties due to the lack of consumer spending and the extreme lack of liquidity in the global credit markets. Unemployment has also increased significantly. A sustained weakness or weakening in business and economic conditions generally or specifically in the markets in which Croghan does business could have one or more of the following adverse effects on its businesses:

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Legislative or regulatory changes or actions could adversely impact Croghan’s business.

The financial services industry is extensively regulated. Banking laws and regulations are primarily intended for the protection of consumers, depositors and the deposit insurance fund, not to benefit our shareholders. Changes to laws and regulations or other actions by regulatory agencies may negatively impact Croghan, possibly limiting the services it provides, increasing the ability of non-banks to compete with it, or requiring it to change the way it operates. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on the operation of an institution and the ability to determine the adequacy of an institution’s allowance for loan losses. Failure to comply with applicable laws, regulations and policies could result in sanctions being imposed by the regulatory agencies, including the imposition of civil money penalties, which could have a material adverse effect on Croghan’s operations and financial condition.

In light of current conditions in the global financial markets and the global economy, regulators have increased their focus on the regulation of the financial services industry. Recently, Congress and the federal bank regulators have acted on an unprecedented scale in responding to the stresses experienced in the global financial markets. Some of the laws enacted by Congress and regulations promulgated by federal bank regulators subject Croghan, and other financial institutions, to additional restrictions, oversight and costs that may have an impact on Croghan’s business and results of operations.

The Dodd-Frank Act was signed into law on July 21, 2010 and, although it became generally effective in July 2010, many of its provisions have extended implementation periods and delayed effective dates and will require extensive rulemaking by regulatory authorities. The Dodd-Frank Act, including future rules implementing its provisions and the interpretation of those rules, could result in a number of adverse impacts. The levels of capital and liquidity with which Croghan must operate may be subject to more stringent capital requirements. In addition, Croghan may be subjected to higher deposit insurance premiums to the FDIC. Croghan may also be subject to additional regulations under the newly established Consumer Financial Protection Bureau, which was given broad authority to implement new consumer protection regulations. These and other provisions of the Dodd-Frank Act may place significant additional costs on Croghan, impede its growth opportunities and place it at a competitive disadvantage.

Croghan may not be able to pay dividends in the future in accordance with past practice.

As a bank holding company, Croghan’s principal source of funds to pay dividends on its common shares is dividends from Croghan Colonial Bank. In the event that Croghan Colonial Bank is unable to pay dividends, Croghan may not be able to pay dividends on its common shares.

The ability of Croghan Colonial Bank to pay dividends to Croghan is subject to various legal limitations and to prudent and sound banking principles. Generally, subject to certain minimum capital requirements, Croghan Colonial Bank may declare a dividend without the approval of the Division of Financial Institutions of the Ohio Department of Commerce (the “Division”), unless the total dividends in a calendar year exceed the total of Croghan Colonial Bank’s net profits for the year combined with Croghan Colonial Bank’s retained profits of the two preceding years. In the event that Croghan Colonial Bank is unable to pay dividends, Croghan in turn would likely have to reduce or stop paying dividends on its common shares. Croghan’s failure to pay dividends on its common shares could, in turn, have a material adverse effect on the market price of Croghan’s common shares.

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Croghan’s credit standards and on-going process of credit assessment might not protect it from significant credit losses.

Croghan takes credit risk by virtue of making loans. Croghan’s exposure to credit risk is managed through the use of consistent and conservative underwriting standards. Croghan’s credit administration function employs risk management techniques to ensure that loans adhere to corporate policy and problem loans are promptly identified. While these procedures are designed to provide Croghan with the information needed to implement policy adjustments where necessary, and to take proactive corrective actions, there can be no assurance that such measures will be effective in avoiding undue credit risk.

Croghan depends upon the accuracy and completeness of information about customers.

In deciding whether to extend credit or enter into other transactions with customers, Croghan may rely on information provided by customers, including financial statements and other financial information. Croghan may also rely on representations of customers as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent accountants. For example, in deciding whether to extend credit to a business, Croghan may assume that the customer’s financial statements conform with generally accepted accounting principles and present fairly, in all material respects, the financial condition, results of operations, and cash flows of the customer. Croghan may also rely on the reports of accounting firms issuing an opinion or other assurances on those financial statements. Croghan’s financial condition and results of operation could be negatively impacted to the extent it relies on financial statements that do not comply with generally accepted accounting principles or that are materially misleading.

Croghan may elect or be compelled to seek additional capital in the future, but that capital may not be available when it is needed.

Croghan and Croghan Colonial Bank are required by federal and state regulatory authorities to maintain adequate levels of capital to support their operations. If Croghan Colonial Bank experiences increased loan losses, additional capital may need to be infused. In addition, Croghan may elect to raise additional capital to support its business or to finance acquisitions, or it may otherwise elect or be required to raise additional capital. Croghan’s ability to raise additional capital, if needed, will depend on its financial performance, conditions in the capital markets, economic conditions and a number of other factors, many of which are outside its control. Accordingly, there can be no assurance that Croghan can raise additional capital if needed or on acceptable terms. If Croghan cannot raise additional capital when needed, it may have a material adverse effect on Croghan’s financial condition and results of operations. In addition, Croghan’s issuance of additional common shares, preferred shares or other equity securities to raise additional capital may have a dilutive effect on our existing shareholders and could lead to a decline in the price of our common shares.

Croghan operates in an extremely competitive market, and Croghan will suffer if it is unable to compete effectively.

In Croghan’s market area, it encounters significant competition from other commercial banks, as well as from savings and loan associations, credit unions, brokerage firms, mutual funds, and loan production offices and other financial units of non-local bank holding companies. The increasingly competitive environment is a result primarily of changes in regulation, changes in technology, product delivery systems, and the accelerating pace of consolidation among financial service providers. Many of Croghan’s competitors have substantially greater resources and lending limits than it does and may offer services that it does not or cannot provide. Croghan’s ability to maintain its history of strong financial performance will depend in part on its continued ability to compete successfully in its market area and on its ability to expand its scope of available financial services as needed to meet the needs and demands of its customers.

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There is a limited trading market for Croghan common shares, and thus the ability to sell or purchase Croghan common shares may be limited.

The ability to sell Croghan common shares or purchase additional Croghan common shares largely depends upon the existence of an active market for Croghan common shares. Although Croghan common shares are quoted on the OTC Bulletin Board, they are not listed on any securities exchange and the volume of trading of Croghan common shares has been limited historically. As a result, it may be difficult to sell or purchase Croghan common shares at the volume, time, and price that is desired. In addition, a fair valuation of the purchase or sales price of Croghan common shares also depends upon an active trading market, and thus the price received for a thinly traded stock, such as Croghan common shares, may not reflect its true value.

Changes in accounting standards could impact Croghan’s results of operations.

The accounting standard setters, including the Financial Accounting Standards Board, the SEC, and other regulatory bodies, periodically change the financial accounting and reporting standards that govern the preparation of Croghan’s consolidated financial statements. These changes can be difficult to predict and can materially affect how Croghan records and reports its financial condition and results of operations. In some cases, Croghan could be required to apply a new or revised standard retroactively, which would result in the restatement of its financial statements for prior periods.

Changes in tax laws could adversely affect Croghan’s results of operations

Croghan is subject to extensive federal, state and local taxes, including income, excise, sales/use, payroll, franchise, withholding and ad valorem taxes. Changes to Croghan’s taxes could have a material adverse effect on its results of operations. In addition, Croghan’s customers are subject to a wide variety of federal, state and local taxes. Changes in taxes paid by Croghan’s customers may adversely affect their ability to purchase homes or consumer products, which could adversely affect their demand for loans and deposit products. In addition, such negative effects on Croghan’s customers could result in defaults on the loans made by Croghan Colonial Bank and decrease the value of mortgage-backed securities in which Croghan Colonial Bank has invested.

Croghan relies heavily on its management team, and the unexpected loss of key management may adversely affect its business and financial results.

Croghan’s success to date has been strongly influenced by its ability to attract and to retain senior management experienced in banking in the markets that Croghan serves. Croghan’s ability to retain executive officers and the current management team will continue to be important to successful implementation of its strategies. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on Croghan’s business and financial results.

Croghan must stay current on technological changes in order to compete effectively and meet customer demands.

The financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and may enable Croghan to reduce costs. Croghan’s future success will depend, in part, on its ability to use technology to provide products and services that provide convenience to customers and to create additional efficiencies in its operations. Some of Croghan’s competitors have substantially greater resources to invest in technological improvements. Croghan may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers.

Croghan’s information systems may experience an interruption or security breach.

Croghan relies heavily on communications and information systems to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in Croghan’s customer

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relationship management, general ledger, deposit, loan and other systems. While Croghan has policies and procedures designed to prevent or limit the effect of the possible failure, interruption or security breach of its information systems, there can be no assurance that any such failure, interruption or security breach will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failure, interruption or security breach of Croghan’s information systems could damage Croghan’s reputation, result in a loss of customer business, subject Croghan to additional regulatory scrutiny, or expose Croghan to civil litigation and possible financial liability.

Croghan may be the subject of litigation which could result in legal liability and damage to its business and reputation.

From time to time, Croghan and Croghan Colonial Bank may be subject to claims or legal action from customers, employees or others. Financial institutions like Croghan and Croghan Colonial Bank are facing a growing number of significant class actions, including those based on the manner of calculation of interest on loans and the assessment of overdraft fees. Future litigation could include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Croghan and Croghan Colonial Bank are also involved from time to time in other reviews, investigations and proceedings (both formal and informal) by governmental and other agencies regarding their businesses. These matters also could result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Like other financial institutions, Croghan and Croghan Colonial Bank are also subject to risk from potential employee misconduct, including non-compliance with policies and improper use or disclosure of confidential information. Substantial legal liability or significant regulatory action against Croghan could materially adversely affect its business, financial condition or results of operations and/or cause significant reputational harm to its business.

The effect of changes to the healthcare laws in the United States may increase the number of employees who choose to participate in Croghan’s healthcare plans, which may significantly increase Croghan’s healthcare costs and negatively impact financial results.

Croghan offer healthcare coverage to its eligible employees with part of the cost subsidized by the company. With recent changes to the healthcare laws in the United States becoming effective in 2014, more of Croghan’s employees may choose to participate in Croghan’s health insurance plans, which could increase Croghan’s costs for such coverage and material adversely impact Croghan’s costs of operations.

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