Every 8-K that BankFinancial Corporation (BFIN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BFIN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BFIN filings page.
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.
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.
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 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.
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.
BankFinancial Corporation (BFIN) filed an 8-K announcing material corporate-governance changes. At the July 21, 2025 annual meeting, shareholders approved a charter amendment that makes the board’s authority to amend the bylaws non-exclusive and expressly grants shareholders concurrent power to amend the bylaws. Articles of Amendment were filed with Maryland authorities on July 24, 2025 (Exhibit 3.1).
Contingent on that approval, the board’s previously adopted Second Amended and Restated Bylaws became effective. Key provisions: (a) shareholders may amend, repeal or add bylaw provisions by a simple majority of votes entitled to be cast; (b) the board is de-classified, eliminating staggered terms; and (c) in uncontested elections, director nominees must receive a majority of votes cast (for vs. against) to be elected. The new bylaws are furnished as Exhibit 3.2.
No financial statements, earnings data or transactions were reported. The filing focuses solely on enhancing shareholder rights and modernizing governance structures.
BankFinancial Corp. (NASDAQ: BFIN) filed an 8-K reporting the 21 Jul 2025 Annual Meeting vote results (Item 5.07).
- Directors: Aaron J. O’Connor (7.22 m FOR; 1.89 m WITHHELD) and John M. Hausmann (5.06 m FOR; 4.06 m WITHHELD) were re-elected to terms expiring in 2028.
- Auditor: RSM US LLP ratified with 9.998 m FOR, 0.140 m AGAINST, 0.063 m ABSTAIN.
- Say-on-Pay: Advisory resolution approved (6.67 m FOR; 2.37 m AGAINST; 0.07 m ABSTAIN).
- Governance Amendment: Shareholders passed a charter change removing the board’s exclusive power to amend bylaws (8.39 m FOR; 0.62 m AGAINST; 0.11 m ABSTAIN).
- Sale Proposal: Stockholder proposal urging a sale of the Company failed (3.53 m FOR; 5.55 m AGAINST).
No other material events or financial data were disclosed.