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bfin20221026_8k.htm
false 0001303942 0001303942 2022-10-27 2022-10-27
 
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): October 27, 2022
 
 
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 8.01.
Other Events.
 
On October 27, 2022, the Board of Directors of BankFinancial Corporation (the "Company") extended the expiration date of the Company's share repurchase authorization from February 28, 2023 to April 28, 2023, and increased the total number of shares currently authorized for repurchase under the Share Repurchase Program to 318,689 shares. As of October 27, 2022, a total of 18,689 shares remained authorized for purchase pursuant to the previous share repurchase authorization. Therefore, as of October 27, 2022, the total number of shares authorized for repurchase increased 300,000 shares to 318,689 shares. The share repurchase authorization remains in effect through April 28, 2023.
 
The authorization does not obligate the Company to purchase any particular number of shares at any given price per share at any time. The authorization may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors, as well as internal restrictions on trading in the Company's shares during specific time periods, may also affect the timing and amount of share repurchases. This release includes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “expects,” “project,” “may,” “could,” “anticipate,” “estimates,” “intends,” “plans,” and similar expressions. A variety of factors could cause the Company’s actual results to differ from those expected at the time of this release. For a discussion of some of the factors that may cause actual results to differ from expectations, please refer to the Company’s most recent Annual Report on Form 10-K as filed with the SEC, as supplemented by subsequent filings with the SEC. Investors are urged to review all information contained in these reports, including the risk factors discussed therein. Forward looking statements speak only as of the date they are made, and the Company does not undertake to update them to reflect changes.
 
A copy of the press release announcing this item is attached as Exhibit 99.1 to this report.
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(a)
Not Applicable.
 
(b)
Not Applicable.
 
(c)
Not Applicable.
 
(d)
Exhibits.
 
 
Exhibit No.
Description
 
Press Release dated October 28, 2022
  104 Cover Page Interactive Data File (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:
 October 28, 2022  
By:
/s/ F. Morgan Gasior
  
       
F. Morgan Gasior
  
       
Chairman of the Board, Chief Executive Officer and President
 
 
 
ex_437702.htm

Exhibit No. 99.1

 

https://cdn.kscope.io/e13495e9db6c42bf3a7397479c8c1738-bfin01.jpg

 

FOR IMMEDIATE RELEASE

 

 

BankFinancial Corporation Extends and Expands Share Repurchase Program

 

Burr Ridge, Illinois - (October 28, 2022) The Board of Directors of BankFinancial Corporation (the "Company") extended the expiration date of the Company's share repurchase authorization from February 28, 2023 to April 28, 2023, and increased the total number of shares currently authorized for repurchase under the Share Repurchase Program to 318,689 shares. As of October 27, 2022, a total of 18,689 shares remained authorized for purchase pursuant to the previous share repurchase authorization. Therefore, as of October 27, 2022, the total number of shares authorized for repurchase increased 300,000 shares to 318,689 shares. The share repurchase authorization remains in effect through April 28, 2023.

 

The authorization permits shares to be repurchased in open market or negotiated transactions, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The authorization will be utilized at management’s discretion, subject to price, volume and other internal limitations that will be established by the Company’s Board of Directors, and to the limitations set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements. Share repurchases will be funded from specifically-allocated working capital, if and as available.

 

The authorization does not obligate the Company to purchase any particular number of shares at any given price per share at any time. The implementation of the authorization is contingent upon adequate liquidity to consummate the authorized repurchases at then current market prices, including the proceeds from the potential future declaration of dividends from the Company’s bank subsidiary.  Share repurchases may be suspended, terminated or modified at any time for any reason, including market prices for the Company’s stock and other market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, sufficient liquidity to consummate repurchases, and other factors deemed appropriate. These factors, as well as internal restrictions on trading in the Company's shares during specific time periods, may also affect the timing and amount of share repurchases.

 

BankFinancial Corporation is the holding company for BankFinancial, NA, a national bank providing banking, wealth management and fiduciary services to individuals, families and businesses in the Chicago metropolitan area and on a regional or national basis for commercial finance, equipment finance, commercial real estate finance and treasury management business customers.  BankFinancial Corporation's common stock trades on the Nasdaq Global Select Market under the symbol “BFIN.” Additional information may be found at the company's website, www.bankfinancial.com.  At June 30, 2022, BankFinancial had total assets of $1.645 billion, total loans of $1.143 billion, total deposits of $1.445 billion and stockholders’ equity of $154 million. 

 

This release includes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as "believes," "will," "expects," "project," "may," "could," "anticipate," "estimates," "intends," "plans" and similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. A variety of factors could cause the Company's actual results to differ from those expected at the time of this release. For a discussion of some of the factors that may cause actual results to differ from expectations, please refer to the Company's most recent Annual Report on Form 10-K as filed with the SEC. Investors are urged to review all information contained in these reports, including the risk factors discussed therein. Copies of these filings are available at no cost on the SEC's web site at http://www.sec.gov or at http://www.bankfinancial.com. Forward looking statements speak only as of the date they are made, and the Company does not undertake to update them to reflect changes.

 

 

For Further Information Contact:

  

Shareholder, Analyst and Investor Inquiries:

Media Inquiries:

Elizabeth A. Doolan

Senior Vice President – Controller

BankFinancial Corporation

Telephone: 630-425-5568

Gregg T. Adams

President – Marketing & Sales

BankFinancial, NA

Telephone: 630-425-5877