[Form 4] FLUSHING FINANCIAL CORP Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Flushing Financial Corp director Louis C. Grassi reported the disposition of his common stock in connection with the company’s merger into OceanFirst Financial Corporation. On this Form 4, 4,800 and 118,421 shares of Flushing Financial common stock are shown as disposed of to the issuer at a stated price of $0.00 per share.
Footnotes explain that, at the merger’s effective time, each share of Flushing Financial common stock was converted into the right to receive 0.85 shares of OceanFirst common stock, with cash paid for fractional shares, and the merger closed on June 1, 2026. As a result, Grassi no longer beneficially owns any Flushing Financial common shares, while his previously unvested Flushing Financial restricted stock units were converted into service-based restricted stock units denominated in OceanFirst common stock on the same 0.85-to-one basis.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
GRASSI LOUIS C
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 118,421 | $0.00 | -- |
| Disposition | Common Stock | 4,800 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) referenced in footnote 4. Disposed of pursuant to the Agreement and Plan of Merger, dated December 29, 2025, by and among Issuer, OceanFirst Financial Corporation (OCFC), and Apollo Merger Sub Corp. (the Merger Agreement). Pursuant to the terms of the Merger Agreement, at the effective time (the Effective Time) of the merger between Issuer and Apollo Merger Sub Corp. (the Merger), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.85 shares of OCFC common stock (the Merger Consideration). All fractional shares were paid in cash. The Merger closed on June 1, 2026. As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock. Represents previously unvested Issuer RSUs awarded after the date of the Merger Agreement that, pursuant to the Merger Agreement, at the Effective Time, were converted into service-based RSUs denominated in shares of OCFC common stock, on a 0.85-to-one basis (rounded down to the nearest whole share) (and which remained subject to the same terms and conditions applicable to such Issuer RSUs).
Key Figures
Shares disposed (block 1): 4,800 shares
Shares disposed (block 2): 118,421 shares
Exchange ratio: 0.85 shares
+1 more
4 metrics
Shares disposed (block 1)
4,800 shares
Common Stock disposition to issuer on June 1, 2026
Shares disposed (block 2)
118,421 shares
Common Stock disposition to issuer on June 1, 2026
Exchange ratio
0.85 shares
OceanFirst common stock per Flushing Financial share at merger
Post-transaction FFIC holdings
0 shares
Total Flushing Financial common stock after merger for reporting person
Key Terms
Agreement and Plan of Merger, Merger Consideration, Effective Time, restricted stock units
4 terms
Agreement and Plan of Merger regulatory
"Disposed of pursuant to the Agreement and Plan of Merger, dated December 29, 2025, by and among Issuer"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"each share of Issuer common stock issued and outstanding ... was converted into the right to receive 0.85 shares of OCFC common stock (the Merger Consideration)."
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Effective Time regulatory
"at the effective time (the Effective Time) of the merger between Issuer and Apollo Merger Sub Corp."
restricted stock units financial
"Represents previously unvested Issuer RSUs awarded after the date of the Merger Agreement that, pursuant to the Merger Agreement"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
