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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 7, 2025
 

 
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 

 
 
 
         
Maryland
 
0-51331
 
75-3199276
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)
 
 
     
60 North Frontage Road, Burr Ridge, Illinois
 
60527
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code: (800) 894-6900
 
Not Applicable
(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):
 
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:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
BFIN
 
The NASDAQ Stock Market LLC
 
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. ☐
 






 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On November 7, 2025, and in connection with BankFinancial Corporation, 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”), Bank Financial NA entered into an amendment to the employment agreement with Gregg T. Adams, President of the Marketing & Sales Division of Bank Financial NA (the “Amendment”).  The Amendment provides: (i) subject to Mr. Adams’ continued employment through September 30, 2026, on the first payroll date following September 30, 2026, Mr. Adams will be entitled to a severance payment as provided under his employment agreement, as amended, provided he has not been paid a severance payment earlier than September 30, 2026 and provided further that he has not been offered employment and accepted such employment, and (ii) 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.
 
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 Exhibit 10.1.
 
 
Item 9.01.
Financial Statements and Exhibits.
 
(a)
 
Not Applicable.
(b)   Not Applicable.
(c)   Not Applicable.
(d)   Exhibits.
     
Exhibit No.   Description
10.1   Amendment Number One to the BankFinancial Corporation Amended and Restated Employment Agreement and BankFinancial, National Association Amended and Restated Employment Agreement with Gregg T. Adams
104   Cover Page Interactive Data Files (embedded within the Inline XBRL Document)
 
 






 
SIGNATURES
 
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.
 
 
     
BANKFINANCIAL CORPORATION
(Registrant)
 
           
Date:
November 10, 2025  
By:
/s/ F. Morgan Gasior
 
       
F. Morgan Gasior
 
       
Chairman of the Board, Chief Executive Officer and President
 
 
 
EX-10.1 2 ex_862008.htm EXHIBIT 10.1 GTA ex_862008.htm

Exhibit 10.1

 

AMENDMENT NUMBER ONE

 

TO THE

 

BANKFINANCIAL, NATIONAL ASSOCIATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH

 

GREGG T. ADAMS

 

This Amendment Number One (the “Amendment”) to the BANKFINANCIAL, NATIONAL ASSOCIATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective as of January 27, 2023, (the “Agreement”) by and between BankFinancial, National Association (the “Bank”) and Gregg T. Adams (the “Executive”) is entered into as of November 7, 2025. Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

 

W I T N E S S E T H:

 

WHEREAS, the Executive is currently employed as the President of the Marketing & Sales Division of the Bank pursuant to the terms of the Agreement; and

 

WHEREAS, the Bank and the Executive desire to amend the Agreement in several respects contingent upon the closing of the transaction contemplated by the Agreement and Plan of Merger, dated as of August 11, 2025 by and between First Financial Bancorp., an Ohio corporation, and BankFinancial Corporation, a Maryland corporation (the “Closing”); and

 

WHEREAS, Section 11 of the Agreement provides that the Agreement may be amended.

 

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, upon the Closing, the Agreement is hereby amended as follows:

 

Section 1.    Adverse Constructive Termination; Good Reason. Section 4(c)(2) of the Agreement is hereby deleted in its entirety. The introductory phrase in Section 5(b)(4) of the Agreement is hereby amended to read as follows: “a material diminution in the Executive’s responsibilities.”

 

Section 2.    Payment. A new Section 3(j) is added to the Agreement as follows:

 







 

“Payment. Subject to Executive’s continued employment through September 30, 2026, on the Bank’s first payroll date following September 30, 2026, Executive shall, if not paid a Severance Payment pursuant to an employment termination Settlement Agreement with the Bank or its successor by merger, be paid a lump sum equal to the sum of (x) the amount per Sections 6(c)(2) and (4), plus (y) provided Executive has not been offered employment by the Bank or its successor by merger and accepted such employment, the amount per Section 6(g).”

 

Section 3.    Termination for Disability. Sections 6(b)(4), (5) and (6) of the Agreement are hereby amended and restated to read as follows:

 

“(4)         pay Executive an amount equal to two (2) times Executive’s Base Salary;

 

(5)          [reserved];

 

(6)         provide Executive with the payment per Section 6(g) below.”

 

Section 4.    Termination Without Cause. Sections 6(c)(5) and (6) of the Agreement are hereby amended and restated to read as follows:

 

“(5)        [reserved];

 

(6)         provide Executive with the payment per Section 6(g) below.”

 

Section 5.    Section 5. Termination for Good Reason. Section 6(e)(3) of the Agreement is hereby amended and restated to read as follows:

 

“(3) provide Executive with the payment per Section 6(g) below.”

 

Section 6.    Termination Upon Death. Section 6(f)(3) of the Agreement is hereby amended and restated to read as follows:

 

“(3)         provide Executive’s surviving spouse with the payment per Section 6(g) below.”

 

Section 7.    Cash in Lieu of Post-Employment Health Insurance. Section 6(g) of the Agreement is hereby amended and restated to read as follows:

 

“(g) Cash In Lieu of Certain Health Insurance. Notwithstanding anything in the Agreement to the contrary:

 

 

(1)

In the event of Executive’s termination of employment pursuant to Section 4(b), Section 4(c), Section 5(b) or Section 5(c), the Bank will pay Executive, or in the event of Executive’s death, his surviving spouse (or, if no surviving spouse, then Executive’s qualified beneficiary under COBRA, or, if none, per Section 23(b) below), an amount equal to the product of (i) the premiums for the first full month of COBRA continuation coverage of Executive’s benefits under the Core Plans (each such premium subject to the requirements of 29 U.S. Code Section 1162(b)(3)) multiplied by (ii) the number of full months in the period of time beginning on each applicable expiration date of health, vison or dental insurance coverage for Executive under the Core Plans provided pursuant to Section 6 hereof (each such expiration date being the first day of the month immediately following the termination of employment) and ending on the earlier of: (A) the date that is twenty-four (24) months from Executive’s termination of employment date, or (B) the date on which Executive becomes entitled to benefits under Medicare (and the date on which Executive’s spouse becomes entitled to benefits under Medicare with respect to the right to continued coverage for such spouse).

 

2

 

 

(2)

The payment per subsection (g)(1) above will be made in a lump sum on the first payroll date following Executive’s termination of employment.”

 

Section 8.    280G. A new Section 6(j) is added to the Agreement as follows:

 

“(j) Section 280G Limitation. Notwithstanding any other provisions of this Agreement, in no event shall the aggregate payments or benefits to be made or afforded to the Executive pursuant to this Agreement together with any other amounts and the value of benefits received or to be received by the Executive in connection with a Change in Control, constitute an "excess parachute payment" under Section 280G of the Code. In order to avoid such a result, such aggregate payments or benefits will be reduced, if necessary, to a lesser amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive's ‘base amount’ as determined in accordance with said Section 280G. For purposes of this Agreement, a ‘Change in Control’ means a ‘Change of Control’ as defined in Section 5(b)(4) of the Agreement.”

 

Section 9.    Beneficiary. Section 23(b) of the Agreement is hereby restated to read as follows:

 

“(b) Beneficiary. In the event of the Executive’s death, any amounts to be paid to the Executive shall be paid to the Executive’s Beneficiary. The ‘Beneficiary’ will be the beneficiary or beneficiaries named by the Executive (which may be the trustee of a trust established by the Executive), with such designation to be done in a written instrument that must be received by the Company prior to the Executive’s death. In the event there is no such named beneficiary, or no surviving named beneficiary, then the Beneficiary shall be the Executive’s surviving spouse, or, if none, the Executive’s Representative per the terms of 755 ILCS Sec. 1-2.15. In the event of the Executive’s incapacity, any amounts to be paid to the Executive shall be paid to the Executive care of the Executive’s spouse, or, if none, then care of the Executive’s Representative per the terms of 755 ILCS Sec. 1-2.15.”

 

Section 10.    Code Section 409A Limitations. Section 24 of the Agreement is hereby added to read as follows:

 

“24.         Code Section 409A Limitations. To the extent: (i) any portion of the applicable payment amount under this Agreement exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), (ii) receipt of such payment is contingent on the Executive providing a release as referenced in Section 6(i) above, and (iii) the period in which the Executive may sign such release crosses two calendar years; then the Executive shall receive such portion of the applicable payment that exceeds the ‘safe harbor’ amount on the first payroll date falling in the second calendar year.”

 

Section 11.    Tax Matters. Section 25 of the Agreement is hereby added to read as follows:

 

“25. TAX MATTERS. If the Executive’s employment is terminated following a Change in Control, the parties may mutually agree to a non-competition restriction which shall apply for a period of time mutually agreed to by the parties, and in no event shall the time period be less than six months or exceed two years. The Company and the Executive hereby recognize that: (i) the non-solicitation restriction in Section 8 of this Agreement and any non-competition restriction may have value, and (ii) the value, if any, shall be recognized in any calculations the Company performs with respect to determining the affect, if any, of the parachute payment provisions of Section 280G of the Code (‘Section 280G’), by allocating a portion of any payments, benefits or distributions in the nature of compensation (within the meaning of Section 280G(b)(2)), including the payments under Section 6 of this Agreement, to the fair value of the non-solicitation and non-competition restrictions (the ‘Appraised Value’). The Company, at the Company’s expense, shall obtain an independent appraisal to determine the Appraised Value no later than forty-five (45) days after entering into an agreement, that if completed, would constitute a Change in Control as defined in this Agreement. The Appraised Value will be considered reasonable compensation for post Change in Control services within the meaning of Q&A-40 of the regulations under Section 280G; and accordingly, any aggregate parachute payments, as defined in Section 280G, will be reduced by the Appraised Value.”

 

3

 

Section 12.    Continuation of Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

 

Section 13.    Governing Law. This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Illinois.

 

Section 14.    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument. Counterparts may be delivered via facsimile, email (including PDF) or DocuSign, Adobe Sign or similar transmission system, and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

Section 15.    Subject to Closing. Notwithstanding anything to the contrary contained herein, this Amendment shall be subject to the consummation of the Closing, and shall become effective as of the Effective Time as defined in the Agreement and Plan of Merger, dated as of August 11, 2025, by and between First Financial Bancorp., an Ohio corporation, and BankFinancial Corporation, a Maryland corporation (the “Merger Agreement”). In the event the Merger Agreement is terminated for any reason, this Amendment shall automatically terminate and become null and void.

 

 

Signature page follows.

 

4

 

IN WITNESS WHEREOF, the Bank and the Executive have duly executed this Amendment as of the day and year first written above.

 

 

 

BANKFINANCIAL, NATIONAL ASSOCIATION

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

F. Morgan Gasior

Chairman of the Board of Directors

 

 

 

 

 

 

 

  GREGG T. ADAMS  
       
       

 

 

(Signature Page to Amendment to Restated Employment Agreement)