Bankfinancial Says Purported Stockholders File Lawsuits Against BankFinancial In Supreme Court Of New York; Matters Allege Of False Proxy Statement Filed With SEC; "Believes That The Allegations In The Matters Are Wholly Without Merit"

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.