First Financial and BankFinancial jointly announced that they have entered into an agreement by which First Financial will acquire Chicago-based BankFinancial in an all-stock transaction, strategically expanding First Financial’s presence in the economically robust Chicagoland market with a strong core deposit franchise including 18 financial centers. The acquisition also builds on First Financial’s existing commercial banking presence in the Chicagoland market.
"We are excited to add consumer banking and lending solutions to the existing lineup of commercial services offered to Chicago businesses,” said Archie Brown, president and chief executive officer of First Financial. “The addition of BankFinancial’s retail financial centers enables us to continue our Midwest growth strategy and provides Chicago clients a broader range of banking and specialty solutions to help them meet their financial goals. This partnership is truly complementary to our existing Chicago presence and provides capacity for incremental growth in the market.”
Upon completion of the transaction, BankFinancial’s consumer, trust/wealth management and selected commercial credit lines of business will be incorporated into First Financial’s respective business lines, and all BankFinancial bank employees will become First Financial associates.
“First Financial is the ideal choice to help us continue our legacy of delivering exceptional financial solutions, while maintaining a strong commitment to customer care and service to our communities,” said Morgan Gasior, chairman, president and chief executive officer of BankFinancial.
“We look forward to being part of First Financial’s continued success as we expand the scope of our financial services to our customers and communities.”
Through this addition, First Financial continues its recent period of growth, including the announced agreement to acquire Westfield Bank in Northeast Ohio, and its commercial banking expansion into Chicago, Cleveland and Grand Rapids. First Financial’s Midwestern base includes Chicago, IL; Cincinnati, Dayton, Cleveland and Columbus, OH; Indianapolis, IN; and Louisville, KY. First Financial is also growing from an existing Chicagoland footprint that includes its commercial loan production office in Fulton Market; the Agile Premium Finance division in Lincolnshire, IL; and Bannockburn Capital Markets in downtown Chicago. Additionally in the area, First Financial offers retail and business banking solutions in Northwest Indiana and Northeast Illinois, as close as Kankakee.
Transaction Terms
Under the terms of the agreement, each outstanding share of BankFinancial common stock will be converted into the right to receive 0.48 of a share of First Financial common stock, valuing the transaction at approximately $142 million, based on First Financial’s closing stock price on August 8, 2025. The transaction is expected to be accretive to First Financial’s earnings per share and First Financial’s tangible book value per share at closing is estimated to be approximately unchanged. The merger agreement has been unanimously approved by the boards of directors of First Financial and BankFinancial.
The transaction is expected to close in the fourth quarter of 2025, subject to satisfaction of customary closing conditions, regulatory approvals and approval of BankFinancial shareholders.
Morgan Stanley & Co. LLC is serving as financial advisor to First Financial. Keefe, Bruyette & Woods, A Stifel Company, is serving as financial advisor to BankFinancial. Squire Patton Boggs, (US) LLP is serving as legal counsel to First Financial. Kirkland & Ellis LLP and Luse Gorman, PC are serving as legal counsel to BankFinancial.