BankFinancial Corp Files 8-K: Material Agreement & Financials

TL;DR

BFIN filed an 8-K on 8/11/25 for a material agreement and financials.

AI Summary

On August 11, 2025, BankFinancial Corporation filed an 8-K report. The filing indicates an entry into a material definitive agreement, a Regulation FD disclosure, and includes financial statements and exhibits. The company is a federally chartered savings institution based in Burr Ridge, Illinois.

Why It Matters

This filing signals a significant corporate event for BankFinancial Corporation, potentially impacting its financial structure or business operations.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine corporate events and does not inherently suggest immediate financial distress or significant new risks.

Key Players & Entities

• BankFinancial Corporation (company) — Registrant
• August 11, 2025 (date) — Date of Report
• Burr Ridge, Illinois (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — h registered Common Stock , par value $0.01 per share BFIN The Nasdaq Stock Mark
• $142 m — aluing the transaction at approximately $142 million, based on First Financial's closi
• $5.0 million — ther provides that a termination fee of $5.0 million will be payable by BankFinancial in con

Filing Documents

• bfin20250810_8k.htm (8-K) — 63KB
• ex_850720.htm (EX-2.1) — 525KB
• ex_850721.htm (EX-99.1) — 33KB
• image2.jpg (GRAPHIC) — 13KB
• logo01.jpg (GRAPHIC) — 8KB
• 0001437749-25-025934.txt ( ) — 907KB
• bfin-20250811.xsd (EX-101.SCH) — 3KB
• bfin-20250811_def.xml (EX-101.DEF) — 11KB
• bfin-20250811_lab.xml (EX-101.LAB) — 15KB
• bfin-20250811_pre.xml (EX-101.PRE) — 11KB
• bfin20250810_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On August 11, 2025, BankFinancial Corporation ("BankFinancial"), the parent company of BankFinancial, National Association ("Bank Financial NA"), and First Financial Bancorp. ("First Financial"), the parent company of First Financial Bank, entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, BankFinancial would merge with and into First Financial (the "Merger"), with First Financial continuing as the surviving corporation in the Merger. Immediately following the Merger, First Financial will cause BankFinancial NA to merge with and into First Financial Bank (the "Bank Merger"), with First Financial Bank continuing as the surviving bank in the Bank Merger. The Merger Agreement has been unanimously approved by the boards of directors of First Financial and BankFinancial. The Merger is expected to close in the fourth quarter of 2025, subject to satisfaction of customary closing conditions, certain of which are described below, regulatory approvals and approval of BankFinancial's stockholders. Merger Consideration Under the terms of the Merger Agreement, each outstanding share of BankFinancial common stock will be converted into the right to receive 0.48 of a share of First Financial common stock, valuing the transaction at approximately $142 million, based on First Financial's closing stock price on August 8, 2025. Representations and Warranties; Covenants; Indemnification The Merger Agreement contains customary representations and warranties from the BankFinancial and First Financial, and each party has agreed to customary covenants, including, among others, relating to (a) the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time of the Merger (the "Effective Time"), (b) maintenance of its business organization, employees an

01

Item 7.01 Regulation FD Disclosure. On August 11, 2025, BankFinancial and First Financial announced via a joint press release the signing of the Merger Agreement. A copy of the joint press release issued by BankFinancial and First Financial announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety. BankFinancial does not intend for this Item 7.01 or Exhibit 99.1 to be treated as "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended. Cautionary Note Regarding Forward-Looking Statements Certain statements in this current report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of First Financial and BankFinancial, respectively, with respect to the proposed transaction, the strategic benefits and financial benefits of the proposed transaction, including the expected impact of the proposed transactions on the combined company's future financial performance (including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), the timing of the closing of the proposed transaction, and the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives) such as "may," "will," "anticipate," "could," "should," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "project" and "intend," as well

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 2.1 Agreement and Plan of Merger by and between First Financial Bancorp and BankFinancial Corporation, dated as of August 11, 2025* 99.1 Press release dated August 11, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 11, 2025 BANKFINANCIAL CORPORATION By: /s/ F. Morgan Gasior F. Morgan Gasior Chairman of the Board, Chief Executive Officer and President

View Full Filing

View this 8-K filing on SEC EDGAR