BankFinancial CORP 8-K

What Happened

• The merger closed effective January 1, 2026. At the Effective Time, BankFinancial merged with and into First Financial (the surviving corporation), and BankFinancial’s banking subsidiary, BankFinancial, National Association, merged into First Financial Bank. Each share of BankFinancial common stock outstanding immediately prior to the Effective Time was converted into the right to receive 0.480 of a share of First Financial common stock. The issuance of First Financial shares in the merger was registered under the Securities Act via a Form S-4 that became effective October 29, 2025.

Key Details

• Effective date: January 1, 2026 (the “Effective Time”).
• Conversion ratio: each BankFinancial share → 0.480 share of First Financial common stock.
• Corporate status: BankFinancial ceased to exist as a separate company; its articles and bylaws terminated by operation of law.
• Listing/registration: BankFinancial requested NASDAQ suspend trading and remove BankFinancial common stock and will seek deregistration under the Exchange Act (Form 25 filed with NASDAQ; Company intends to file Form 15 to terminate 12(g) registration and suspend reporting under Sections 13 and 15(d)).
• Governance: BankFinancial’s directors and executive officers ceased serving as such at the Effective Time.

Why It Matters

• For former BankFinancial shareholders: your BankFinancial shares were converted into First Financial shares at a fixed ratio (0.480). Trading, reporting and governance for BankFinancial as a separate public company will end — investors will hold and follow First Financial going forward.
• For investors tracking filings and liquidity: BankFinancial common stock is being delisted and deregistered, so holders should expect changes in where and how their shares trade and in the company reporting they receive. The Form S-4 and proxy/prospectus (and the related Merger Agreement) contain additional transaction details.