Flushing Financial (FFIC) CEO surrenders shares as OceanFirst merger converts stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Flushing Financial Corp President & CEO John R. Buran reported dispositions of common stock in connection with the company’s merger into OceanFirst Financial Corporation. The Form 4 shows multiple issuer dispositions coded “D,” including shares held directly and shares held through a 401(k) plan.
Footnotes explain that at the merger’s effective time, each share of Flushing common stock was converted into the right to receive 0.85 shares of OceanFirst common stock, with cash paid for fractional shares. Previously unvested RSUs and performance RSUs were either accelerated and vested into OceanFirst stock or converted into service-based OceanFirst RSUs. As a result of the merger, Buran no longer beneficially owns any Flushing common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
BURAN JOHN R
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 44,579 | $0.00 | -- |
| Disposition | Common Stock | 57,550 | $0.00 | -- |
| Disposition | Common Stock | 31,200 | $0.00 | -- |
| Disposition | Common Stock | 133,254 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, 401k)
Footnotes (1)
- Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) and performance restricted stock units (Issuer PRSUs) referenced in footnotes 4 and 5. 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 and Issuer PRSUs awarded prior to the date of the Merger Agreement that, pursuant to the Merger Agreement, at the Effective Time, were accelerated and vested (at target for any Issuer PRSUs) and converted into shares of OCFC common stock, on a 0.85-to-one basis (rounded down to the nearest whole share). Represents previously unvested Issuer RSUs and Issuer PRSUs 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 (at target for any Issuer PRSUs), 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 and Issuer PRSUs other than any performance conditions or performance-based vesting). Consists of shares of Issuer common stock credited to the Reporting Person 401(k) account at the Issuer 401(k) Savings Plan, which pursuant to the terms of the Merger Agreement, at the Effective Time were converted into the right to receive the Merger Consideration. All fractional shares were paid in cash.
Key Figures
Issuer disposition (401k): 133,254 shares
Issuer disposition (direct holding 1): 31,200 shares
Issuer disposition (direct holding 2): 57,550 shares
+3 more
6 metrics
Issuer disposition (401k)
133,254 shares
Common stock credited to 401(k) account disposed on June 1, 2026
Issuer disposition (direct holding 1)
31,200 shares
Common stock directly held, disposed on June 1, 2026
Issuer disposition (direct holding 2)
57,550 shares
Common stock directly held, disposed on June 1, 2026
Issuer disposition (direct holding 3)
44,579 shares
Common stock directly held, disposed on June 1, 2026
Stock-for-stock merger ratio
0.85 shares
Each FFIC share converted into 0.85 OceanFirst common share
Post-merger FFIC ownership
0 shares
Buran’s beneficial ownership of Flushing common stock after merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units (Issuer RSUs), performance restricted stock units (Issuer PRSUs), +1 more
5 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, OceanFirst Financial Corporation (OCFC), and Apollo Merger Sub Corp."
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 ... 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.
restricted stock units (Issuer RSUs) financial
"Represents previously unvested Issuer RSUs and Issuer PRSUs awarded prior to the date of the Merger Agreement..."
performance restricted stock units (Issuer PRSUs) financial
"Represents previously unvested Issuer RSUs and Issuer PRSUs awarded prior to the date of the Merger Agreement..."
401(k) Savings Plan financial
"Consists of shares of Issuer common stock credited to the Reporting Person 401(k) account at the Issuer 401(k) Savings Plan..."
A 401(k) savings plan is an employer-sponsored retirement account that lets employees set aside a portion of their paycheck on a tax-advantaged basis, often with employer matching contributions that act like free additional savings. It matters to investors because matching, tax-deferred growth and investment choices can significantly boost long-term wealth—while plan rules or heavy concentration in a single company’s stock can increase an employee’s financial exposure to that company.
FAQ
What insider transaction did FFIC CEO John R. Buran report on this Form 4?
John R. Buran reported multiple dispositions of Flushing Financial common stock, all coded as issuer dispositions. These transactions reflect his shares being surrendered in connection with Flushing’s merger into OceanFirst, rather than open-market sales or purchases by the executive.
How were John R. Buran’s FFIC RSUs and PRSUs treated in the OceanFirst merger?
Previously unvested RSUs and PRSUs awarded before the merger agreement were accelerated, vested at target for PRSUs, and converted into OceanFirst shares at a 0.85-to-one ratio. Awards granted after the agreement converted into service-based OceanFirst RSUs on the same ratio.
Does John R. Buran still beneficially own any Flushing Financial (FFIC) common stock?
According to the Form 4 footnotes, he no longer beneficially owns any Flushing common stock. After the merger closed and all conversions occurred, his direct and indirect holdings in Flushing common stock were reduced to zero under the transaction terms.