[8-K] BankUnited, Inc. Reports Material Event

Rhea-AI Filing Summary

BankUnited, Inc. filed an 8-K describing a transition agreement with former Chief Financial Officer Leslie Lunak. She previously stepped down as CFO on November 10, 2025 and will remain employed as Executive Advisor through January 2, 2026, keeping her current base salary, employee benefits, participation in the 2025 annual incentive plan, and continued vesting of outstanding equity awards during that period.

From January 3, 2026 through December 31, 2027, Ms. Lunak will serve as a non-employee Special Advisor. During this advisory term, any unvested performance share units with performance periods ending after January 2, 2026 remain outstanding and may vest based on actual performance, with accelerated vesting if a change in control occurs, in line with existing award terms. She has reaffirmed and agreed to expanded non-competition and non-solicitation covenants through December 31, 2027. The agreement also outlines that, if the company ends her role without cause, she remains eligible for the described equity and 2025 incentive treatment, while other terminations limit her to only vested or legally required amounts.

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UNITED STATES

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 19, 2025

BankUnited, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35039

27-0162450

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

14817 Oak Lane,

Miami Lakes,

FL

33016

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code): (305) 569-2000

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:

☐                  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:

Class

Trading Symbol

Name of Exchange on Which Registered

Common Stock, $0.01 Par Value

BKU

New York Stock Exchange

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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 Arrangement of Certain Officers.

BankUnited, Inc. (the “Company”) previously disclosed that Leslie Lunak, former Chief Financial Officer of the Company, stepped down from such position on November 10, 2025 and will continue with the Company in the position of Executive Advisor through January 2026. In connection with such transition, Ms. Lunak and the Company entered into a transition and advisory services letter agreement on November 19, 2025 setting forth the terms of her continued service and restrictive covenant obligations.

Pursuant to the transition letter, Ms. Lunak will remain employed with the Company in the role of Executive Advisor until January 2, 2026. In consideration for Ms. Lunak’s services, she will remain eligible for an annual base salary at her current rate, continue participating in the Company’s employee benefit plans and annual incentive plan for 2025, and continue vesting in her outstanding equity awards.

From January 3, 2026 until December 31, 2027, Ms. Lunak will continue to provide services to the Company as a Special Advisor, in which role Ms. Lunak will be a non-employee consultant to the Company. In consideration for her services and the restrictive covenants described below, any unvested performance share units (“PSUs”) she holds with a performance period scheduled to end following January 2, 2026 will remain outstanding and eligible to vest based on actual achievement of applicable performance metrics over the regular performance period. If a change in control occurs prior to the end of the applicable performance period, outstanding PSUs will immediately vest, with performance goals determined in accordance with the existing terms of her PSU award agreements.

Pursuant to the transition letter, Ms. Lunak reaffirmed her existing restrictive covenants and agreed to new restrictive covenants concerning non-competition and non-solicitation of the Company’s employees, which covenants Ms. Lunak agreed to comply with through December 31, 2027.

If the Company terminates Ms. Lunak’s employment without cause prior to January 2, 2026, or if the Company terminates Ms. Lunak’s services as Senior Advisor for any reason other than circumstances that would constitute cause had Ms. Lunak remained employed as of the date of such termination, then subject to Ms. Lunak’s continued compliance with the transition letter (including applicable restrictive covenants), Ms. Lunak will remain eligible for the equity vesting treatment and the 2025 annual incentive plan award described above. If Ms. Lunak’s employment or service terminates for any other reason, Ms. Lunak will not be entitled to any further payments or benefits from the Company, other than any amounts that are vested or payable under applicable law.

The foregoing description of the terms of the transition letter is qualified by reference to the full text of the transition letter, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
10.2						Transition Letter, dated November 19, 2025

1

SIGNATURE

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.

Dated:			November 21, 2025			BANKUNITED, INC.
						/s/ Rajinder Singh
						Name:			Rajinder Singh
						Title:			Chief Executive Officer

2

EXHIBIT INDEX

Exhibit Number						Description
10.2						Transition Letter, dated November 19, 2025

3

FAQ

What executive transition did BankUnited (BKU) report in this 8-K?

BankUnited reported a transition agreement with former Chief Financial Officer Leslie Lunak, who stepped down as CFO on November 10, 2025 and is moving into advisory roles through the end of 2027.

How long will Leslie Lunak remain an employee of BankUnited (BKU)?

According to the filing, Ms. Lunak will remain an employee in the role of Executive Advisor until January 2, 2026, retaining her current salary, benefit plan participation, 2025 annual incentive eligibility, and continued vesting of outstanding equity awards during that period.

What is Leslie Lunak’s role with BankUnited after January 2, 2026?

From January 3, 2026 through December 31, 2027, Ms. Lunak will serve as a Special Advisor and non-employee consultant to BankUnited, providing services under the terms of the transition and advisory services letter agreement.

How are Leslie Lunak’s performance share units treated under the transition agreement?

Any unvested performance share units (PSUs) with performance periods ending after January 2, 2026 will remain outstanding and can vest based on actual achievement of performance metrics over the regular period. If a change in control occurs before the end of the performance period, the outstanding PSUs will immediately vest, with performance goals determined under her existing PSU award agreements.

What restrictive covenants apply to Leslie Lunak in her transition from CFO at BankUnited?

Ms. Lunak reaffirmed her existing restrictive covenants and agreed to new covenants regarding non-competition and non-solicitation of BankUnited’s employees. She agreed to comply with these covenants through December 31, 2027.

What happens if BankUnited terminates Leslie Lunak’s role without cause under the transition agreement?

If BankUnited terminates Ms. Lunak’s employment without cause before January 2, 2026, or ends her services as Senior (Special) Advisor other than for cause-equivalent reasons, she remains eligible for the equity vesting treatment and the 2025 annual incentive plan award described in the agreement, subject to her compliance with its terms.

Where can investors find the full details of Leslie Lunak’s transition agreement with BankUnited?

The complete terms are contained in the Transition Letter dated November 19, 2025, which is filed as Exhibit 10.2 to the 8-K and incorporated by reference.