Bankfinancial Corp SEC Filings

BankFinancial Corporation declared a cash dividend of $0.10 per common share. The dividend is payable on November 28, 2025 to shareholders of record as of November 14, 2025.

The Board stated it will evaluate dividends for future quarters in the context of applicable regulatory requirements and other relevant factors.

BankFinancial Corporation reported an administrative update. The company filed its Quarterly Report on Form 10‑Q for the third quarter ended September 30, 2025 and furnished a Quarterly Financial and Statistical Supplement covering the latest five quarters.

The supplement is included as Exhibit 99.1. The company noted the presence of forward‑looking statements and directed readers to its most recent Form 10‑K and subsequent filings for risk factors. Copies are available on the SEC’s website and at bankfinancial.com.

BankFinancial Corporation (BFIN) reported Q3 2025 results with net income of $2.36 million, up from $1.99 million a year ago. Earnings per share were $0.19 versus $0.16. Net interest income was $11.64 million, essentially flat, and credit costs improved with a $0.27 million net recovery.

Balance sheet mix shifted as securities at fair value rose to $537.5 million from $360.5 million at year-end, while loans, net decreased to $759.8 million from $887.6 million. Deposits increased to $1.24 billion from $1.22 billion, and borrowings declined to $10.0 million from $20.0 million. Credit quality improved: nonaccrual loans fell to $9.24 million from $16.93 million, while the allowance for credit losses rose to $8.81 million. Noninterest expense was $10.78 million versus $10.08 million. The company declared a $0.10 per share dividend.

On August 11, 2025, BankFinancial entered into a merger agreement with First Financial Bancorp., subject to regulatory and stockholder approvals.

BankFinancial Corporation and its banking subsidiary amended the employment agreements of CEO F. Morgan Gasior and CFO Paul A. Cloutier in connection with a merger agreement with First Financial Bancorp. The amendments state that Mr. Gasior will be terminated without cause upon closing of the merger and will be entitled to a severance payment under his amended agreement. Mr. Cloutier will be entitled to a severance payment if he remains employed through September 30, 2026, payable on the first payroll date following that date unless paid earlier.

The amendments also provide for reductions in severance payments as needed to avoid an excess parachute payment under Section 280G of the Internal Revenue Code and impose new non-competition restrictions. The filings reference the full amendment texts as Exhibits 10.1 and 10.2.

AllianceBernstein L.P. reports beneficial ownership of 986,978 shares of BankFinancial Corp common stock, representing 7.9% of the class. The filing states AllianceBernstein has sole voting and sole dispositive power over these shares and holds them in discretionary investment advisory accounts on behalf of clients. AllianceBernstein indicates the shares were acquired solely for investment purposes and were not acquired to change or influence control, and notes it operates under independent management from its majority owner.

This disclosure is a routine greater-than-5% ownership report that notifies investors of a significant institutional stake and the adviser’s control of voting and disposition for those shares.

BankFinancial Corporation and First Financial Bancorp. have entered into a definitive merger agreement under which BankFinancial will merge into First Financial, with First Financial as the surviving company and a parallel bank-level combination to merge BankFinancial NA into First Financial Bank. The boards of both companies unanimously approved the Merger, which is expected to close in the fourth quarter of 2025, subject to customary closing conditions, required regulatory approvals and BankFinancial stockholder consent.

The transaction consideration is an exchange of 0.48 shares of First Financial common stock for each outstanding share of BankFinancial common stock, valuing the transaction at approximately $142 million based on First Financial's closing price on August 8, 2025. The agreement includes customary representations, covenants and indemnities, a $5.0 million termination fee payable by BankFinancial in certain circumstances, and a commitment by First Financial to indemnify directors and maintain directors' and officers' insurance for six years. Closing is conditioned on S-4 effectiveness, Nasdaq listing authorization, and approvals from the Federal Reserve, OCC and Ohio Department of Commerce, among other matters.