BankFinancial (BFIN) investors back merger and executive pay at special meeting

Rhea-AI Filing Summary

BankFinancial Corporation reports that its stockholders approved the proposed merger with First Financial Bancorp at a special meeting held on December 18, 2025. Of 12,460,678 common shares outstanding as of the record date, 9,230,346 shares were represented, about 74% of those entitled to vote, indicating strong participation. The merger proposal received 9,149,411 votes in favor, 71,498 against, and 9,438 abstentions, showing overwhelming support for combining BankFinancial Corporation with and into First Financial Bancorp under the August 11, 2025 merger agreement.

Stockholders also approved, on an advisory and non-binding basis, the merger-related compensation that will or may be paid to BankFinancial’s named executive officers, with 8,316,993 votes for, 586,486 against, and 326,868 abstentions. A proposal to adjourn the meeting, if needed to obtain more proxies or provide updated proxy materials, was not acted upon because sufficient votes were already obtained to approve the merger proposal.

Positive

• Merger with First Financial Bancorp approved by stockholders, with 9,149,411 votes for versus 71,498 against, clearing a major condition for completing the transaction.
• High shareholder participation, with 9,230,346 of 12,460,678 eligible shares represented (about 74%), supports the legitimacy of the merger vote outcome.

Negative

• None.

Insights

Bank M&A and corporate governance analyst

Stockholders strongly backed BankFinancial’s merger with First Financial and endorsed related executive pay.

The special meeting results show substantial support for combining BankFinancial Corporation with First Financial Bancorp. The merger proposal drew 9,149,411 votes in favor versus 71,498 against, with 9,438 abstentions, indicating that an overwhelming majority of participating shares approved the transaction described in the August 11, 2025 merger agreement.

Participation was high, with 9,230,346 shares represented out of 12,460,678 outstanding as of the September 22, 2025 record date, about 74% of eligible shares. Stockholders also approved, on a non-binding basis, merger-related compensation for named executive officers, by 8,316,993 votes for and 586,486 against, suggesting broad acceptance of the compensation arrangements disclosed. The adjournment proposal was not needed because the merger proposal already had sufficient support, so the transaction cleared this key stockholder-approval hurdle.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 18, 2025

BANKFINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Maryland		0-51331		75-3199276
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

60 North Frontage Road, Burr Ridge, Illinois		60527
(Address of Principal Executive Offices)		(Zip Code)

s telephone number, including area code: (800)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		BFIN		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

Special Meeting Voting Results. The following are the results of the stockholder votes that were cast at the Special Meeting of Stockholders of BankFinancial Corporation (the “Company”) held December 18, 2025.  As of September 22, 2025, the record date for the special meeting, there were 12,460,678 shares of the Company’s common stock issued and outstanding and eligible to be voted at the Special Meeting, and 9,230,346 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, which represented approximately 74% of the Company’s total outstanding shares of common stock entitled to vote at the Special Meeting.

Proposal No. 1: The approval of the transactions  contemplated by the merger agreement by and between First Financial Bancorp and BankFinancial Corporation, dated as of August 11, 2025, (the “merger agreement”) including the merger of BankFinancial Corporation with and into First Financial Bancorp. (collectively, the “merger proposal”).

Number of votes cast FOR Proposal			9,149,411
Number of votes cast AGAINST Proposal			71,498
Number of Abstentions			9,438
Broker Non-Votes			—

Proposal No. 2:  The approval, on an advisory (non-binding) basis, of the merger-related compensation payments that will or may be paid to the named executive officers of BankFinancial Corporation in connection with the transactions contemplated by the merger agreement. 

Number of votes cast FOR the non-binding resolution			8,316,993
Number of votes cast AGAINST the non-binding resolution			586,486
Number of Abstentions			326,868
Broker Non-Votes			—

Proposal No.3:   A proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal, or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to BankFinancial stockholders (the “adjournment proposal”).

There were a sufficient number of votes at the time of the special meeting to approve the merger proposal; accordingly, Proposal 3 was not acted upon at the special meeting. 

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.

			BANKFINANCIAL CORPORATION
			(Registrant)
Date:	December 18, 2025		By:	/s/ F. Morgan Gasior
				F. Morgan Gasior
				Chairman of the Board, Chief Executive Officer and President

FAQ

What did BankFinancial Corporation (BFIN) stockholders approve at the special meeting?

Stockholders approved the merger proposal covering the transactions in the merger agreement between BankFinancial Corporation and First Financial Bancorp, including merging BankFinancial with and into First Financial Bancorp.

How strong was shareholder support for the BFIN merger with First Financial Bancorp?

The merger proposal received 9,149,411 votes for, 71,498 votes against, and 9,438 abstentions, indicating overwhelming approval among voting stockholders.

What percentage of BankFinancial (BFIN) shares participated in the special meeting?

As of the September 22, 2025 record date, there were 12,460,678 shares outstanding, and 9,230,346 shares were represented at the meeting, about 74% of the shares entitled to vote.

How did BankFinancial (BFIN) stockholders vote on merger-related executive compensation?

On an advisory, non-binding basis, stockholders approved the merger-related compensation for named executive officers with 8,316,993 votes for, 586,486 against, and 326,868 abstentions.

Was the proposal to adjourn the BankFinancial (BFIN) special meeting used?

No. The adjournment proposal was not acted upon because there were already sufficient votes at the time of the special meeting to approve the merger proposal.

What was the record date for voting at BankFinancial’s (BFIN) special meeting?

The record date for determining stockholders entitled to vote at the special meeting was September 22, 2025.