BankFinancial CORP: M&A transaction — BankFinancial completes merger into First Financial Bancorp; shareholders receive 0.480x per share

BankFinancial CORP

Merger closed Jan 1, 2026; each BFIN share converted into 0.480 shares of First Financial Bancorp common stock.
BankFinancial's subsidiary bank merged into First Financial Bank, with First Financial Bank as survivor.
BankFinancial directors and officers resigned effective at merger close; company ceased to exist.
BFIN common stock to be delisted from Nasdaq and deregistered under Exchange Act Sections 12(b) and 12(g).
First Financial Bancorp survives as successor; BFIN stockholders lose all rights as BankFinancial stockholders.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BankFinancial CORP: Articles of Incorporation and Bylaws ceased to be in effect due to merger.

Change: bylaw amendment

Exact text from the filing

As a result of the Merger, at the Effective Time, BankFinancial ceased to exist and the Articles of Incorporation, as amended, and Second Amended and Restated Bylaws of BankFinancial ceased to be in effect by operation of law.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BankFinancial CORP underwent a change of control involving First Financial Bancorp. for 0.480 of a share of common stock, no par value, of the Company (closed 2026-01-01).

Action: change of control
Counterparty: First Financial Bancorp.
Consideration: 0.480 of a share of common stock, no par value, of the Company
Closing: 2026-01-01

Exact text from the filing

common stock, $0.01 par value per share (“ BankFinancial Common Stock ”), issued and outstanding immediately prior to the Effective Time, was converted into the right to receive 0.480 of a share of common stock, no par value, of the Company (the “ Company Common Stock ”, and the amount of Company Common Stock to be received, the “ Merger Consideration ”). The

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Source: SEC EDGAR

accession 0001437749-26-000013

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