BankFinancial Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

false 0001303942 0001303942 2025-08-11 2025-08-11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

On August 11, 2025, and in connection with BankFinancial Corporation (“BankFinancial”), 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”), BankFinancial and Bank Financial NA entered into amendments to the employment agreements with each of F. Morgan Gasior, President and Chief Executive Officer of BankFinancial and Bank Financial NA, and Paul A. Cloutier, Chief Financial Officer and Executive Vice President of BankFinancial and Bank Financial NA (collectively, the “Amendments”).  The Amendments provide: (i) for Mr. Gasior only, upon the closing of the transaction contemplated by the Merger Agreement, his employment will be terminated without cause and he will be entitled to a severance payment as provided under the employment agreements, as amended, (ii) for Mr. Cloutier only, subject to his continued employment through September 30, 2026, on the first payroll date following September 30, 2026, he will be entitled to a severance payment as provided under the employment agreements, as amended, provided he has not been paid a severance payment earlier than September 30, 2026, (iii) 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, and (iv) for new non-competition restrictions.

 

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 Exhibits 10.1 and 10.2, respectively.

 

 

 

 

 

 

 

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.