MILWAUKEE--(BUSINESS WIRE)--The Ademi Firm is investigating BankFinancial (Nasdaq: BFIN) for possible breaches of fiduciary duty and other violations of law in its transaction with First Financial Bancorp. Click here to learn how to join our investigation and obtain additional information or contact us at gademi@ademilaw.com or toll-free: 866-264-3995. There is no cost or obligation to you. In the transaction, shareholders of BankFinancial will receive 0.48 shares of First Financial common stoc. ...

Group 1 - First Financial Bancorp (FFBC) has agreed to acquire BankFinancial Corporation (BFIN) in an all-stock transaction valued at approximately $142 million, aiming to strengthen its presence in the Chicagoland market [1][7] - BankFinancial shareholders will receive 0.48 shares of First Financial for each share they hold, with the transaction expected to close in the fourth quarter of 2025, pending regulatory approvals and shareholder consent [2] - The acquisition will integrate BankFinancial's consumer and wealth management services into First Financial's operations, ensuring continuity in client relationships and community engagement [3] Group 2 - The acquisition will add 18 BankFinancial financial centers to First Financial's network, enhancing its market reach across Ohio, Indiana, Kentucky, and Illinois [4][7] - This move aligns with FFBC's broader Midwest growth strategy, which includes a prior agreement to acquire Westfield Bank in Northeast Ohio and ongoing expansion into Chicago, Cleveland, and Grand Rapids [5] - Archie Brown, president and CEO of First Financial, emphasized that the addition of BankFinancial's centers will provide Chicago clients with a broader range of banking and specialty solutions [6] Group 3 - Over the past year, shares of First Financial have decreased by 1.9%, contrasting with the industry's growth of 15.1% [6] - FFBC currently holds a Zacks Rank 1 (Strong Buy), indicating positive market sentiment [9]

Core Viewpoint - First Financial Corporation Indiana (THFF) has agreed to acquire BankFinancial Corporation (BFIN) in an all-stock transaction valued at approximately $142 million, aiming to strengthen its presence in the Chicagoland market and enhance service offerings [1][7]. Financial Details - BankFinancial shareholders will receive 0.48 shares of First Financial for each share they hold, with the transaction unanimously approved by both companies' boards. The deal is expected to close in the fourth quarter of 2025, pending regulatory approvals and shareholder consent [2]. Integration Plans - Upon completion, BankFinancial's consumer and wealth management services, along with selected commercial credit lines, will be integrated into First Financial's existing operations. All BankFinancial employees will transition to First Financial to maintain client relationships and community engagement [3]. Strategic Rationale - The acquisition will add 18 BankFinancial centers to First Financial's network, expanding its presence in the Chicagoland area and complementing its existing branch network across Ohio, Indiana, Kentucky, and Illinois [4][7]. Growth Strategy - This transaction aligns with THFF's broader Midwest growth strategy, which includes a prior agreement to acquire Westfield Bank in Northeast Ohio, and ongoing expansion efforts into Chicago, Cleveland, and Grand Rapids [5]. Leadership Statement - Archie Brown, president and CEO of First Financial, emphasized that the addition of BankFinancial's retail financial centers supports the Midwest growth strategy and provides Chicago clients with a broader range of banking and specialty solutions [6]. Market Performance - Over the past year, First Financial shares have increased by 39.4%, outperforming the industry's rise of 20.5% [6].

Core Viewpoint - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the sales of BankFinancial Corporation and WideOpenWest, Inc. [1][2] Group 1: BankFinancial Corporation - BankFinancial Corporation (NASDAQ: BFIN) is being sold to First Financial Bancorp for 0.48 shares of First Financial common stock per share of BankFinancial [1] - Shareholders of BankFinancial are encouraged to learn about their legal rights and options regarding this transaction [1] Group 2: WideOpenWest, Inc. - WideOpenWest, Inc. (NYSE: WOW) is being sold to affiliates of DigitalBridge Investments, LLC and Crestview Partners for $5.20 per share [2] - Shareholders of WideOpenWest are also encouraged to explore their rights and options related to this sale [2] Group 3: Legal Representation - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other benefits on behalf of shareholders [3] - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [3] Group 4: Contact Information - Shareholders can contact Halper Sadeh LLC for free consultations regarding their legal rights and options [4] - The firm has a history of representing investors globally who have experienced securities fraud and corporate misconduct [4]

Group 1 - Halper Sadeh LLC is investigating BankFinancial Corporation's sale to First Financial Bancorp, which involves an exchange of 0.48 shares of First Financial common stock for each share of BankFinancial [1] - The firm is also looking into Monroe Capital Corporation's merger with Horizon Technology Finance Corporation [2] - Halper Sadeh LLC may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - The firm represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Group 1 - The core focus of the news is the investigation by Monteverde & Associates PC into the proposed sale of BankFinancial Corporation to First Financial Bancorp, specifically evaluating whether the exchange of BankFinancial shares for 0.48 shares of First Financial common stock is a fair deal [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has successfully recovered millions for shareholders [1] - The firm operates from the Empire State Building in New York City and emphasizes its national presence and successful track record in class action securities litigation [2][3] Group 2 - The proposed transaction involves BankFinancial shareholders receiving 0.48 shares of First Financial common stock for each share they own, raising questions about the fairness of the deal [1] - The firm encourages shareholders with concerns regarding the transaction to reach out for additional information at no cost [3] - Monteverde & Associates PC highlights its commitment to shareholder rights and its history of successful recoveries in various cases [4]

Group 1 - Halper Sadeh LLC is investigating WideOpenWest, Inc. for potential violations related to its sale to DigitalBridge Investments and Crestview Partners at $5.20 per share [1] - BankFinancial Corporation is being investigated for its sale to First Financial Bancorp at a ratio of 0.48 shares of First Financial common stock for each share of BankFinancial [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Core Viewpoint - First Financial Bancorp has announced an agreement to acquire BankFinancial in an all-stock transaction, enhancing its presence in the Chicago market and expanding its core deposit franchise [1][7]. Company Overview - First Financial Bancorp, based in Cincinnati, Ohio, has $18.6 billion in assets, $11.8 billion in loans, and $14.4 billion in deposits as of June 30, 2025 [8]. - BankFinancial, with over 100 years of experience in commercial lending, operates 18 full-service banking offices in the greater Chicago area [9]. Transaction Details - The acquisition will convert each outstanding share of BankFinancial common stock into 0.48 shares of First Financial common stock, valuing the transaction at approximately $142 million based on First Financial's stock price on August 8, 2025 [4]. - The transaction is expected to close in the fourth quarter of 2025, pending regulatory approvals and BankFinancial shareholders' approval [5]. Strategic Rationale - The acquisition will allow First Financial to add consumer banking and lending solutions to its existing commercial services, supporting its Midwest growth strategy [2]. - The addition of BankFinancial's 18 retail locations will complement First Financial's existing operations in the Chicago area, which includes a commercial loan production office and other financial services [3][7]. Employee Integration - All BankFinancial employees will transition to become associates of First Financial upon the completion of the transaction [4][7].

PART I [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) BankFinancial Corporation's Q2 2025 financial statements reflect a slight asset decrease and a net loss due to a significant credit loss provision [Consolidated Statements of Financial Condition](index=4&type=section&id=Consolidated%20Statements%20of%20Financial%20Condition) Total assets slightly decreased to $1.429 billion by June 30, 2025, due to reduced loans offset by increased securities and cash Consolidated Statements of Financial Condition Summary | Account | June 30, 2025 ($ thousands) | December 31, 2024 ($ thousands) | Change ($ thousands) | | :--- | :--- | :--- | :--- | | **Total Assets** | **1,429,177** | **1,434,814** | **(5,637)** | | Cash and cash equivalents | 112,236 | 84,829 | 27,407 | | Securities, at fair value | 436,965 | 360,530 | 76,435 | | Loans receivable, net | 795,963 | 887,586 | (91,623) | | **Total Liabilities** | **1,273,135** | **1,278,437** | **(5,302)** | | Total deposits | 1,215,658 | 1,217,541 | (1,883) | | **Total Stockholders' Equity** | **156,042** | **156,377** | **(335)** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a Q2 2025 net loss of $359,000, primarily due to a $2.25 million provision for credit losses, contrasting with prior year's net income Consolidated Statements of Operations Summary | Metric ($ thousands) | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Net Interest Income | 11,265 | 12,576 | -10.4% | | Provision for credit losses | 2,252 | (122) | N/A | | Noninterest Income | 1,959 | 1,276 | +53.5% | | Noninterest Expense | 11,848 | 11,135 | +6.4% | | **Net (Loss) Income** | **(359)** | **2,134** | **-116.8%** | | **Diluted (Loss) EPS** | **$(0.03)** | **$0.17** | **-117.6%** | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities was $1.8 million, with investing activities providing $33.9 million, leading to a $27.4 million increase in cash and equivalents Consolidated Statements of Cash Flows Summary | Cash Flow Activity ($ thousands) | Six Months Ended June 30, 2025 | | :--- | :--- | | Net cash from operating activities | 1,769 | | Net cash from investing activities | 33,899 | | Net cash used in financing activities | (8,261) | | **Net change in cash and cash equivalents** | **27,407** | | Beginning cash and cash equivalents | 84,829 | | **Ending cash and cash equivalents** | **112,236** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes disclose increased securities, decreased loans, a substantial rise in ACL due to specific provisions, and a subordinated note repurchase - The securities portfolio increased to **$437.0 million** from **$360.5 million**, with U.S. Treasury Bills and Notes comprising the vast majority of the portfolio at **$432.7 million**[34](index=34&type=chunk) - The loan portfolio decreased to **$805.1 million** from **$895.2 million**, with notable reductions in Multi-family residential real estate (down **$25.8M**) and Commercial loans and leases (down **$58.1M**)[40](index=40&type=chunk) - The Allowance for Credit Losses (ACL) increased from **$7.6 million** to **$9.1 million** in the first six months of 2025, driven by a **$2.0 million** provision for credit losses. A significant portion of this provision was a **$2.057 million** allocation to Equipment finance - Government loans in Q2[41](index=41&type=chunk)[43](index=43&type=chunk) - In March 2025, the company repurchased **$500,000** of its 3.75% Subordinated Notes, recording a **$42,000** gain[68](index=68&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the Q2 2025 net loss to a $2.3 million credit loss provision, while asset quality improved and capital remained strong [Financial Condition](index=37&type=section&id=Financial%20Condition) Total assets decreased to $1.429 billion due to reduced loans offset by increased securities, with a slight deposit decline and shift to higher-yielding accounts - Total assets decreased by **0.4%** to **$1.429 billion** at June 30, 2025, primarily due to a decrease in loans receivable, partially offset by an increase in securities[105](index=105&type=chunk) - Commercial loans and leases decreased by **$58.1 million (23.4%)** and multi-family residential real estate loans decreased by **$25.8 million (4.9%)** during the first six months of 2025[106](index=106&type=chunk) - Core deposits represented **79.0%** of total deposits at June 30, 2025, down from **80.7%** at year-end 2024[108](index=108&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Q2 2025 saw a net loss of $359,000, driven by a $2.3 million credit loss provision and lower net interest income, despite increased noninterest income - Net interest income for Q2 2025 decreased by **$1.3 million** YoY to **$11.3 million**, as the yield on interest-earning assets fell **30 basis points** to **4.77%**[111](index=111&type=chunk)[112](index=112&type=chunk) - A provision for credit losses of **$2.3 million** was recorded in Q2 2025, which included a **$2.1 million** specific reserve for a U.S. Government equipment finance transaction[118](index=118&type=chunk) - Noninterest income in Q2 2025 was boosted by a **$417,000** death benefit from a bank-owned life insurance policy[121](index=121&type=chunk) - Noninterest expense in Q2 2025 increased primarily due to a **$635,000** write-down of foreclosed assets and a **$388,000** increase in professional fees[122](index=122&type=chunk)[123](index=123&type=chunk) [Asset Quality](index=46&type=section&id=Asset%20Quality) Asset quality improved with nonperforming assets decreasing to $12.2 million, largely due to a government contract settlement, despite a new specific reserve Asset Quality Metrics | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total Nonperforming Assets | $12.2M | $18.3M | | Nonperforming Assets to Total Assets | 0.85% | 1.28% | | Allowance for Credit Losses to Total Loans | 1.13% | 0.85% | - The company settled a **$10.5 million** U.S. Government Contract Disputes Act claim for **$5.6 million** in cash, which was received in Q2 2025[145](index=145&type=chunk) - For a separate, remaining U.S. Government equipment finance exposure of **$8.4 million**, the company deemed a settlement offer inadequate and is preparing litigation. A **$2.1 million** specific reserve was recorded in Q2 2025 related to this claim[146](index=146&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains adequate liquidity and strong capital, with the Bank's Community Bank Leverage Ratio at 11.44%, exceeding requirements, and continued quarterly dividends - Primary sources of funds include deposits, loan and security payments, and FHLB advances, of which **$15.0 million** were outstanding at June 30, 2025[150](index=150&type=chunk) Bank Capital Ratios | Bank Capital Ratio | June 30, 2025 | Required for Adequacy | | :--- | :--- | :--- | | Community Bank Leverage Ratio | 11.44% | 9.00% | - The company declared cash dividends of **$0.20 per share** for the six months ended June 30, 2025[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosure about Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risk) The company manages interest rate risk using NPV and NII sensitivity models, showing a relatively balanced profile for 200 basis point rate shifts - The company's interest rate risk management aims to reduce the exposure of net interest income to changes in market rates, with strategies including originating shorter-duration commercial loans and investing in shorter-term securities[161](index=161&type=chunk)[162](index=162&type=chunk) Interest Rate Sensitivity Analysis | Change in Interest Rates (bps) | Estimated Change in NPV | Estimated Change in Net Interest Income | | :--- | :--- | :--- | | +200 | -1.64% | +$2.5M (+5.25%) | | -200 | -1.85% | -$2.2M (-4.53%) | [Item 4. Controls and Procedures](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management concluded that the Company's disclosure controls and procedures were effective as of the end of the period[169](index=169&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[170](index=170&type=chunk) PART II [Other Information (Items 1-6)](index=54&type=section&id=Items%201-6) The company reports no material legal proceedings, no changes to risk factors, no defaults, and no equity repurchases as the plan expired - The company is subject to various legal actions in the normal course of business, but management does not expect them to have a material adverse effect[172](index=172&type=chunk) - There have been no material changes to the risk factors previously disclosed in SEC filings[173](index=173&type=chunk) - No common stock was repurchased during the second quarter of 2025, and the company's share repurchase authorization plan expired on June 16, 2025[174](index=174&type=chunk)

Core Viewpoint - BankFinancial (BFIN) is anticipated to report a year-over-year increase in earnings despite a decline in revenues for the quarter ended June 2025, with the consensus outlook indicating a potential impact on the stock price based on actual results compared to estimates [1][2]. Earnings Expectations - The consensus estimate for BankFinancial's quarterly earnings is $0.24 per share, reflecting a year-over-year increase of +41.2%, while revenues are expected to be $13.1 million, down 5.4% from the previous year [3]. - The earnings report could lead to a stock price increase if the results exceed expectations, whereas missing estimates may result in a decline [2]. Estimate Revisions - The consensus EPS estimate has remained unchanged over the last 30 days, indicating stability in analysts' assessments [4]. - BankFinancial's Most Accurate Estimate is higher than the Zacks Consensus Estimate, resulting in an Earnings ESP of +37.50%, suggesting recent bullish sentiment among analysts [12]. Earnings Surprise History - In the last reported quarter, BankFinancial exceeded the expected earnings of $0.12 per share by delivering $0.17, resulting in a surprise of +41.67% [13]. - Over the past four quarters, the company has only beaten consensus EPS estimates once [14]. Industry Context - In the Zacks Financial - Savings and Loan industry, Provident Financial (PROV) is expected to post earnings of $0.29 per share for the same quarter, indicating a year-over-year change of +3.6%, with revenues projected at $10.4 million, up 4.8% [18][19]. - Provident Financial's consensus EPS estimate has been revised down by 9.1% over the last 30 days, resulting in an Earnings ESP of -8.77%, making it challenging to predict an earnings beat [19][20].