BankFinancial (BFIN) amends exec agreement tied to merger; 280G cap

BankFinancial Corporation (BFIN) amended an executive employment agreement in connection with its pending merger.

Rhea-AI Filing Summary

BankFinancial Corporation (BFIN) amended an executive employment agreement in connection with its pending merger. On November 7, 2025, BankFinancial, National Association updated the agreement with Gregg T. Adams, President of the Marketing & Sales Division. The amendment provides that, subject to his continued employment through September 30, 2026, Mr. Adams will be entitled to a severance payment on the first payroll date following that date, provided he has not already received severance earlier and has not been offered and accepted other employment.

The amendment also includes a reduction mechanism to avoid “excess parachute payments” under Section 280G of the Internal Revenue Code. The change is tied to the Agreement and Plan of Merger dated August 11, 2025 between BankFinancial Corporation and First Financial Bancorp. The full amendment is filed as Exhibit 10.1.

Insights

Corporate governance analyst

Administrative contract change linked to merger; neutral impact.

BankFinancial amended Gregg T. Adams’ employment terms as the company proceeds under an Agreement and Plan of Merger with First Financial Bancorp. The amendment conditions severance on continued employment through September 30, 2026 and payment on the first payroll date thereafter, unless severance was previously paid or he is offered and accepts employment.

The amendment adds a Section 280G cutback so any severance is reduced to avoid “excess parachute payments.” This aligns payouts with tax rules and typical change-in-control governance. Actual payments depend on employment status and closing dynamics not detailed in the excerpt.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BankFinancial (BFIN) disclose in this 8-K?

An amendment to the employment agreement of Gregg T. Adams tied to the merger process, including severance timing and a Section 280G cutback.

Who is affected by the amendment at BankFinancial (BFIN)?

Gregg T. Adams, President of the Marketing & Sales Division of BankFinancial, National Association.

When could severance be paid under the amended terms?

On the first payroll date after September 30, 2026, subject to continued employment and other conditions.

What is the purpose of the Section 280G cutback?

To reduce severance payments if necessary to avoid an excess parachute payment under Section 280G of the Internal Revenue Code.

How does this relate to the merger involving BFIN?

The amendment is in connection with the Agreement and Plan of Merger dated August 11, 2025 with First Financial Bancorp.

Where can I find the full amendment text?

It is filed as Exhibit 10.1 to the report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/10/2025 - 10:46 AM Learn about SEC filing dates

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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): November 7, 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)

Registrant’s telephone number, including area code: (800) 894-6900

Not Applicable

(Former name, former address and former fiscal year, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 7, 2025, and in connection with BankFinancial Corporation, the parent company of BankFinancial, National Association (“Bank Financial NA”), and First Financial Bancorp., the parent company of First Financial Bank, entering into an Agreement and Plan of Merger, dated as of August 11, 2025 (the “Merger Agreement”), Bank Financial NA entered into an amendment to the employment agreement with Gregg T. Adams, President of the Marketing & Sales Division of Bank Financial NA (the “Amendment”).  The Amendment provides: (i) subject to Mr. Adams’ continued employment through September 30, 2026, on the first payroll date following September 30, 2026, Mr. Adams will be entitled to a severance payment as provided under his employment agreement, as amended, provided he has not been paid a severance payment earlier than September 30, 2026 and provided further that he has not been offered employment and accepted such employment, and (ii) that severance payments will be reduced, if necessary, to avoid an excess parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments, attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(a)		Not Applicable.
(b)		Not Applicable.
(c)		Not Applicable.
(d)		Exhibits.
Exhibit No.		Description
10.1		Amendment Number One to the BankFinancial Corporation Amended and Restated Employment Agreement and BankFinancial, National Association Amended and Restated Employment Agreement with Gregg T. Adams
104		Cover Page Interactive Data Files (embedded within the Inline XBRL Document)

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:	November 10, 2025		By:	/s/ F. Morgan Gasior
				F. Morgan Gasior
				Chairman of the Board, Chief Executive Officer and President