[8-K] BankFinancial Corporation Reports Material Event

Rhea-AI Filing Summary

Genesis Energy, L.P. (GEL) – Form 4 insider activity

Director Sharilyn S. Gasaway reported the cash-settled vesting of 2,800 phantom units on 07/01/2025. The vesting triggered an “M” code acquisition of 2,800 Class A common units and an immediate “D” code disposition of the same amount to the issuer at $16.54 per unit, leaving her direct holdings at 288,364 common units.

The filing also shows a new award of 2,500 phantom units that will vest on 07/01/2026. These units, which carry tandem distribution-equivalent rights, will be paid in cash based on the 20-day average closing price at vesting. Following the transactions, Gasaway’s derivative position stands at 11,851 phantom units.

The transactions are routine incentive-plan mechanics, involve no open-market buying or selling, and have no material impact on Genesis Energy’s share count or insider ownership profile.

Insights

Securities Analyst

TL;DR: Routine incentive vesting; no open-market trade; neutral for valuation.

The conversion and cash settlement of 2,800 phantom units is a standard administrative event under GEL’s director compensation plan. Because the underlying shares were immediately surrendered to the partnership, there is no net change in market-float supply. The additional 2,500 phantom units granted, vesting in 2026, align the director’s incentives with unitholders but do not alter near-term cash flows or leverage metrics. Overall impact on valuation, liquidity, or governance risk is negligible.

Corporate Governance Expert

TL;DR: Filing reflects standard pay-for-performance structure; governance stance unchanged.

Genesis Energy continues to pay directors with cash-settled phantom units, limiting dilution while maintaining equity-linked compensation. The inclusion of distribution-equivalent rights keeps total remuneration competitive without exposing investors to incremental share issuance. No red flags emerge regarding timing, pricing, or disclosure quality. I view the event as governance-neutral and non-impactful to broader ESG assessments.

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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): July 2, 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 (Address of Principal Executive Offices) 60527 (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 8.01. Other Events.

The proxy statement for the 2025 Annual Meeting of stockholders of BankFinancial Corporation (the “Company”) inadvertently omitted Director Glen Wherfel’s membership on the Company’s Audit Committee as of December 31, 2024 and continuing until the 2025 Annual Meeting.  Director Wherfel is retiring from board service, effective at the 2025 Annual Meeting.  Accordingly, the Audit Committee currently consists of John M. Hausmann, C.P.A., Chairman, Terry R. Wells, and Glen R. Wherfel, C.P.A., each of whom is an independent director under Nasdaq and Securities and Exchange Commission regulations.  The Board of Directors will appoint a replacement for Mr. Wherfel, effective on his retirement, such that there will be at least three independent Directors constituting the Company’s Audit Committee consistent with the Company’s historical practices in compliance with applicable listing requirements.

 

This current report includes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. A variety of factors could cause BankFinancial’s actual results to differ from those expected at the time of this release. For a discussion of some of the factors that may cause actual results to differ from expectations, please refer to BankFinancial’s most recent Annual Report on Form 10-K as filed with the SEC, as supplemented by subsequent filings with the SEC. Investors are urged to review all information contained in these reports, including the risk factors discussed therein. Copies of these filings are available at no cost on the SEC's web site at www.sec.gov or on BankFinancial’s web site at www.bankfinancial.com. Forward-looking statements speak only as of the date they are made,  and we do not undertake to update them to reflect changes.

Item 9.01    Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

NONE

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
Dated:	July 2, 2025		By:	/s/ F. Morgan Gasior
				F. Morgan Gasior
				Chairman of the Board, Chief Executive Officer and President

 

FAQ

What insider transaction did GEL director Sharilyn S. Gasaway report on 07/01/2025?

She vested 2,800 phantom units, triggering a matching acquisition and disposition of 2,800 Class A common units paid in cash.

How many Genesis Energy common units does Gasaway now own directly?

288,364 Class A common units following the reported transactions.

At what price were the phantom units cash-settled?

The units were valued at the 20-day average closing price, which calculated to $16.54 per unit.

When will the newly granted 2,500 phantom units vest?

The award will vest on 07/01/2026 and be paid in cash upon vesting.

Did the Form 4 show any open-market purchase or sale of GEL units?

No. All movements were internal plan settlements; no open-market trades occurred.