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FORM 8-K

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Registrant’s telephone number, including area code: (800) 894-6900

 

 

 

 

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. ☐

 

 

 

As previously reported, on August 11, 2025, BankFinancial Corporation (“BankFinancial”), the parent company of BankFinancial, National Association (“BankFinancial NA”), and First Financial Bancorp. (“First Financial”), the parent company of First Financial Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, BankFinancial would merge with and into First Financial (the “Merger”), with First Financial continuing as the surviving corporation in the Merger. Immediately following the Merger, First Financial will cause BankFinancial NA to merge with and into First Financial Bank (the “Bank Merger”), with First Financial Bank continuing as the surviving bank in the Bank Merger. The transaction is described in more detail in BankFinancial’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 11, 2025.

 

In connection with the Merger, First Financial initially filed with the SEC a Registration Statement on Form S-4 on September 25, 2025.  First Financial filed the definitive proxy/statement prospectus with the SEC on October 29, 2025, and BankFinancial first mailed the proxy statement/prospectus to stockholders on or about November 10, 2025.

 

Following the announcement of the Merger Agreement and as of the date of this Current Report on Form 8-K, purported stockholders of BankFinancial filed the following lawsuits in the Supreme Court of New York, County of New York, against BankFinancial and the individual members of the BankFinancial board of directors: (i) Parshall v. BankFinancial Corporation, et al., Index No. 659981/2025 (November 24, 2025); and (ii) Reinhardt v. BankFinancial Corporation, et al., Index No. 656097/2025 (November 24, 2025) (the “Complaints”).   In addition, between October 3, 2025 and December 5, 2025, BankFinancial has received demand letters from counsel, each representing other individuals who are purported stockholders of BankFinancial (collectively, the “Demands” and, together with the Complaints, the “Matters”). The Matters allege, among other things, that BankFinancial and/or its directors caused a false and misleading proxy statement/prospectus relating to the Merger to be filed with the SEC in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder, and/or are liable for negligence and negligent misrepresentation and concealment under state common law. 

 

BankFinancial believes that the allegations in the Matters are wholly without merit, that the disclosures in the proxy statement/prospectus comply fully with applicable laws, and that no additional disclosures are required or necessary under applicable laws. However, in order to moot the disclosure claims, avoid the risk that the Matters delay or otherwise adversely affect the special meeting of the stockholders or the closing of the Merger, and to avoid the cost and distraction of litigation, and without admitting any liability or wrongdoing, BankFinancial is making additional disclosures as described in this Current Report on Form 8-K.  BankFinancial and its directors expressly deny that they have violated any laws, negligently misrepresented or concealed any information, or breached any fiduciary duties. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein or in the proxy statement/prospectus. To the contrary, BankFinancial and its directors specifically deny all allegations in the Matters and that any additional disclosure in the proxy statement/prospectus was or is required.

 

 

The supplemental information contained in this Current Report on Form 8-K supplements the disclosures contained in the proxy statement/prospectus and should be read in conjunction with the proxy statement/prospectus, which should be read in its entirety. Defined terms used but not defined below have the meanings set forth in the proxy statement/prospectus. All page references in the information below are to pages in the proxy statement/prospectus. Paragraph references used herein refer to the proxy statement/prospectus before any additions or deletions resulting from the supplemental disclosures. The information contained herein speaks only as of December 5, 2025, unless the information indicates another date applies. For clarity, new text within restated paragraphs from the proxy statement/prospectus is highlighted with bold, underlined text, while deleted text is .

 

 

 

 

 

 

The low and high stock price-to-tangible book value per share multiples of the selected companies in the “BankFinancial Selected Companies Analysis #1 – Selected Regional Banks” were 0.75x and 1.43x, respectively, the low and high stock price-to-loan mark adjusted tangible book value per share multiples of the selected companies were 0.90x and 2.01x, respectively, the low and high stock price-to-LTM EPS multiples of the selected companies were 8.3x and 24.5x, respectively, and the low and high stock price-to-MRQ annualized EPS multiples of the selected companies were 7.3x and 20.2x, respectively. For the nine selected companies for which consensus “street estimates” for 2025 and 2026 were publicly available, the low and high stock price-to-2025 estimated EPS multiples of the selected companies were 7.5x and 18.9x, respectively, and the low and high stock price-to-2026 estimated EPS multiples of the selected companies were 6.4x and 13.3x, respectively.

 

 

 

The low and high stock price-to-tangible book value per share multiples of the selected companies in the “BankFinancial Selected Companies Analysis #2 – Selected U.S. Banks” were 0.49x and 1.73x, respectively, the low and high stock price-to- loan mark adjusted tangible book value per share multiples of the selected companies were 0.53x and 4.94x, respectively, the low and high stock price-to-LTM EPS multiples of the selected companies (excluding the impact of the LTM EPS multiples of three of the selected companies, which multiples were considered not meaningful because they were greater than 30.0x or negative) were 6.9x and 24.6x, respectively, and the low and high stock price-to-MRQ annualized EPS multiples of the selected companies (excluding the impact of the MRQ Annualized EPS multiples of seven of the selected companies, which multiples were considered not meaningful because they were greater than 30.0x or negative) were 12.5x and 23.2x, respectively. For the two selected companies for which consensus “street estimates” for 2025 and 2026 were publicly available, the low and high stock price-to-2025 estimated EPS multiples of the selected companies were 15.7x and 27.3x, respectively, and the low and high stock price-to-2026 estimated EPS multiples of the selected companies were 12.8x and 20.5x, respectively.

 

 

The low and high stock price-to-tangible book value per share multiples of the selected companies in the “First Financial Selected Companies Analysis” were 0.75x and 2.92x, respectively. For the 24 selected companies for which consensus “street estimates” for 2025 and 2026 were publicly available, the low and high stock price-to-2025 estimated EPS multiples of the selected companies were 6.9x and 15.6x, respectively, and the low and high stock price-to-2026 estimated EPS multiples of the selected companies were 6.0x and 12.6x, respectively.

 

 

 

 

 

The low and high price-to-tangible book value per share multiples of the selected transactions in the “Selected Transactions Analysis” were 0.31x and 1.95x, respectively, the low and high core deposit premiums of the selected transactions were (14.2)% and 12.9%, respectively and the low and high price-to-Core LTM EPS multiples of the selected transactions (excluding the impact of the LTM EPS multiples for four of the selected transactions, which multiples were considered not meaningful because they were less than 0.0x or greater than 30.0x) were 7.4x and 27.9x, respectively. For the 25 selected transactions with a publicly traded acquiror, the low and high pay-to-trade ratios of the selected transactions were 0.39x and 1.21x, respectively. For the 13 selected transactions in which FWD EPS for the acquired company was available at announcement, the low and high price-to-FWD EPS multiples of the selected transactions (excluding the impact of the Forward EPS multiples for two of the selected transactions, which multiples were considered not meaningful because they were less than 0.0x or greater than 30.0x) were 8.9x and 18.3x, respectively. For the 17 selected transactions involving publicly traded acquired companies, the low and high one-day market premiums of the selected transactions were 6.6% and 81.7%, respectively.

 

 

This analysis indicated the merger could be accretive to First Financial’s estimated 2026 EPS and estimated 2027 EPS by 0.8% and approximately 2%, respectively, and could be dilutive to First Financial’s estimated tangible book value per share at closing assumed as of December 31, 2025 by 0.1%.

 

 

The ranges of discount rates assumed in the “BankFinancial Dividend Discount Model Analysis” of 11.5% to 15.5% and the ranges of discount rates assumed in the “First Financial Dividend Discount Model Analysis” of 11.0% to 15.0% were selected by taking into account capital asset pricing model implied cost of capital calculations.

 

 

In connection with the Merger, BankFinancial has distributed a proxy statement/prospectus to its stockholders in connection with a special meeting of stockholders to be held for the purposes of voting on the approval of the Merger and related matters.

 

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THAT DOCUMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST FINANCIAL, BANKFINANCIAL AND THE MERGER AND RELATED MATTERS.

 

Copies of the proxy statement/prospectus have been mailed to all stockholders. BankFinancial stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about BankFinancial and First Financial, free of charge, at the SEC’s website (www.sec.gov) when they are filed. Copies of documents filed with the SEC by First Financial will be made available free of charge in the “Investor Relations” section of First Financial’s website, https://www.bankatfirst.com/about/investor-relations.html. Copies of documents filed with the SEC by BankFinancial will be made available free of charge in the “Investor Relations” section of BankFinancial’s website, https://www.bankfinancial.com/investor-relations. The information on First Financial’s and BankFinancial’s websites is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.

 

 

 

Certain statements in this current report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of First Financial and BankFinancial, respectively, with respect to the Merger, the strategic benefits and financial benefits of the Merger, including the expected impact of the Merger on the combined company’s future financial performance (including anticipated accretion to earnings per share, the tangible book value earn-back period and other operating and return metrics), the timing of the closing of the Merger, and the ability to successfully integrate the combined businesses. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgment of First Financial or BankFinancial or their respective management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions include, among others, the following:

 

 

These factors are not necessarily all of the factors that could cause First Financial, BankFinancial, or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm First Financial’s, BankFinancial’s, or the combined company’s results. 

 

 

Although each of First Financial and BankFinancial believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results of First Financial or BankFinancial will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in each of First Financial’s and BankFinancial’s most recent annual report on Form 10-K for the fiscal year ended December 31, 2024, quarterly reports on Form 10-Q, and other documents subsequently filed by First Financial and BankFinancial with the SEC. The actual results anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on First Financial, BankFinancial or each of their respective businesses or operations. Investors are cautioned not to rely too heavily on any such forward-looking statements. First Financial and BankFinancial urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by First Financial and BankFinancial. Forward-looking statements speak only as of the date they are made, and First Financial and BankFinancial undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

 

 

BankFinancial and its directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger. Information concerning BankFinancial’s participants is set forth in the Proxy Statement, dated June 16, 2025, for BankFinancial’s 2025 annual meeting of stockholders as filed with the SEC on Schedule 14A. Additional information regarding the participants in the solicitation of proxies in respect of the proposed transaction and interests of participants of BankFinancial in the solicitation of proxies in respect of the merger will be included in the Registration Statement and Proxy Statement/Prospectus to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

 

 

 

 

 

 

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.