Welcome to our dedicated page for Bankfinancial SEC filings (Ticker: BFIN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
BankFinancial Corporation (Nasdaq: BFIN) files a range of documents with the U.S. Securities and Exchange Commission that provide detailed insight into its operations as a bank holding company in the savings institutions and banking sector. As the parent of BankFinancial, NA, a national bank serving the Chicago metropolitan area and select regional and national commercial customers, its SEC filings cover banking, wealth management, fiduciary and commercial finance activities.
On this page, users can review annual reports on Form 10-K and quarterly reports on Form 10-Q, which discuss BankFinancial’s net income, loan and deposit portfolios, investment securities, asset quality, allowance for credit losses, capital ratios and liquidity management. These filings also describe its commercial finance, equipment finance, commercial real estate finance and treasury management businesses, as well as wealth management and fiduciary services.
BankFinancial’s current reports on Form 8-K are especially important for tracking material events. Recent 8-K filings include announcements of quarterly cash dividends, extensions and expansions of the share repurchase program, financial and statistical supplements, board and governance changes, standstill agreements with institutional stockholders and amendments to charter and bylaws. Several 8-K filings describe the Agreement and Plan of Merger with First Financial Bancorp., the terms of the merger consideration, closing conditions, related employment agreement amendments and the results of the special stockholder meeting at which the merger was approved.
Investors can also use this page to access merger-related registration and proxy materials referenced in BankFinancial’s filings, including the Form S-4 registration statement filed by First Financial and the proxy statement/prospectus mailed to BankFinancial stockholders. Together, these documents explain the proposed merger of BankFinancial with and into First Financial and the subsequent merger of BankFinancial, NA into First Financial Bank.
Stock Titan enhances these filings with AI-powered summaries that highlight key points from lengthy 10-K and 10-Q reports, explain complex sections in simpler language and surface notable items from 8-Ks, helping users quickly understand BankFinancial’s regulatory disclosures and corporate actions.
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.
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.