FFIC EVP Kelly reports RSU and PRSU stock awards

Flushing Financial Corp EVP Theresa Kelly reported routine equity compensation changes and tax withholding transactions.

Rhea-AI Filing Summary

Flushing Financial Corp EVP Theresa Kelly reported routine equity compensation changes and tax withholding transactions. On January 26, 2026, 229 shares of common stock were withheld at $16.10 per share to cover taxes on vesting, leaving her with 46,670 directly held shares.

On January 27, 2026, she received 3,260 restricted stock units (RSUs) that cliff vest after three years, increasing her direct common stock holdings to 49,930 shares. The filing also shows 3,680 performance RSUs (PRSUs) from a January 26, 2023 grant did not vest because performance criteria were not met, and a new grant of 1,840 PRSUs at target level that can cliff vest after a three-year performance period if specified metrics are achieved. She also indirectly holds 35,310 shares in the Flushing Bank 401(k) Savings Plan as of January 27, 2026.

Insider Trade Summary

3,680 shares exercised/converted

Exercise 5 txns

Insider Kelly Theresa

Role EVP

Type	Security	Shares	Price	Value
Exercise	Common Stock	1,840	$0.00	$0.00
Exercise	Common Stock	1,840	$0.00	$0.00
Grant/Award	Common Stock	3,260	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	229	$16.10	$4K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 contracts (Direct); Common Stock — 49,930 shares (Direct); Common Stock — 35,310 shares (Indirect, 401k)

Footnotes (5)

1. F1. Shares withheld to satisfy taxes upon vesting.
2. F2. Grant of RSUs which cliff vest at end of three year period.
3. F3. Shares held in Flushing Bank 401(k) Savings Plan a/o 1/27/26.
4. F4. Disposition resulted from non-vesting of an equal number of PRSUs, due to performance criteria not being met, from the January 26, 2023 grant.
5. F5. Grant of PRSUs, at target level, which cliff vest at the end of the three year performance period if certain performance metrics are achieved.

FAQ

What insider transactions did FFIC EVP Theresa Kelly report on this Form 4?

Theresa Kelly reported tax withholding, new stock grants, and performance share adjustments. The filing shows 229 shares withheld for taxes, a grant of 3,260 RSUs, forfeiture of 3,680 PRSUs for unmet performance, and a new 1,840 PRSU grant at target level.

How many Flushing Financial (FFIC) shares does Theresa Kelly hold after these transactions?

After these transactions, Theresa Kelly directly holds 49,930 FFIC shares. The Form 4 also reports an additional 35,310 shares held indirectly through the Flushing Bank 401(k) Savings Plan as of January 27, 2026, representing her retirement plan holdings.

What are the terms of the RSUs granted to FFIC EVP Theresa Kelly?

Theresa Kelly received 3,260 RSUs that cliff vest after three years. The grant vests in full at the end of the three-year period rather than gradually, aligning the award with longer-term service and performance at Flushing Financial Corp.

Why did some of Theresa Kelly’s FFIC performance RSUs (PRSUs) not vest?

A block of 3,680 PRSUs from a January 26, 2023 grant did not vest. The Form 4 explains the disposition resulted from performance criteria not being met, so an equal number of PRSUs were forfeited when the performance period ended.

What are the conditions on Theresa Kelly’s new PRSU grant at Flushing Financial?

She received 1,840 PRSUs at target level with a three-year performance period. These performance RSUs will cliff vest at the end of that period only if specified performance metrics are achieved, tying the award to company results.

How were taxes handled on Theresa Kelly’s recent FFIC stock vesting?

Shares were withheld to cover taxes upon vesting. The Form 4 shows 229 shares of Flushing Financial common stock were withheld on January 26, 2026 at a price of $16.10 per share to satisfy tax obligations related to the vesting event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/28/2026 - 07:39 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kelly Theresa

(Last) (First) (Middle)

220 RXR PLAZA

(Street)

UNIONDALE NY 11556

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLUSHING FINANCIAL CORP [ FFIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/26/2026		F		229(1)	D	$16.1	46,670	D
Common Stock	01/27/2026		A		3,260	A	(2)	49,930	D
Common Stock								35,310(3)	I	401k

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock	(4)	01/27/2026		M			1,840	(4)	(4)	Common Stock	1,840	(4)	0	D
Common Stock	(5)	01/27/2026		M		1,840		(5)	(5)	Common Stock	1,840	(5)	0	D

Explanation of Responses:

1. Shares withheld to satisfy taxes upon vesting.

2. Grant of RSUs which cliff vest at end of three year period.

3. Shares held in Flushing Bank 401(k) Savings Plan a/o 1/27/26.

4. Disposition resulted from non-vesting of an equal number of PRSUs, due to performance criteria not being met, from the January 26, 2023 grant.

5. Grant of PRSUs, at target level, which cliff vest at the end of the three year performance period if certain performance metrics are achieved.

	Signed by Russell A. Fleishman under POA by Theresa Kelly	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.