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Flushing Financial (NASDAQ: FFIC) executive equity converted in OceanFirst merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Flushing Financial Corp senior executive Francis W. Korzekwinski reported disposing of all his Flushing common stock in connection with the company’s merger with OceanFirst Financial Corporation. On June 1, 2026, multiple issuer dispositions of common stock, including shares held directly and in a 401(k) plan, were completed.

Under the merger agreement, each Flushing share was converted into the right to receive 0.85 shares of OceanFirst common stock, with any fractional shares paid in cash. Footnotes state that, as a result of the merger’s effective time, Korzekwinski no longer beneficially owns any Flushing Financial common stock, and previously unvested restricted and performance stock units were either vested into or converted into OceanFirst equity awards.

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Insider KORZEKWINSKI FRANCIS W
Role Sr. EVP
Type Security Shares Price Value
Disposition Common Stock 57,273 $0.00 --
Disposition Common Stock 28,880 $0.00 --
Disposition Common Stock 14,080 $0.00 --
Disposition Common Stock 112,559 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, 401K)
Footnotes (1)
  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.
401(k) shares disposed 112,559 shares Common stock held indirectly via 401(k) disposed on June 1, 2026
Direct block disposed 14,080 shares Direct common stock issuer disposition on June 1, 2026
Additional direct block disposed 28,880 shares Direct common stock issuer disposition on June 1, 2026
Further direct block disposed 57,273 shares Direct common stock issuer disposition on June 1, 2026
Merger share exchange ratio 0.85 shares OceanFirst common stock per Flushing Financial share at merger effective time
Agreement and Plan of Merger regulatory
"Disposed of pursuant to the Agreement and Plan of Merger, dated December 29, 2025"
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.
performance restricted stock units (Issuer PRSUs) financial
"previously unvested Issuer RSUs and Issuer PRSUs ... were accelerated and vested and converted into shares of OCFC common stock"
Effective Time regulatory
"at the effective time (the Effective Time) of the merger between Issuer and Apollo Merger Sub Corp."
401(k) Savings Plan financial
"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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
KORZEKWINSKI FRANCIS W
(Last)(First)(Middle)
220 RXR PLAZA
(Street)
UNIONDALE NEW YORK 11556
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
FLUSHING FINANCIAL CORP [ FFIC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Sr. EVP
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026D57,273(1)D(2)0(3)D
Common Stock06/01/2026D28,880(4)D(2)0(3)D
Common Stock06/01/2026D14,080(5)D(2)0(3)D
Common Stock06/01/2026D112,559(6)D(2)0(3)I401K
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
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.
2. 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.
3. As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
4. 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).
5. 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).
6. 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.
Signed by Russell A. Fleishman under Power of Attorney by Francis Korzekwinski06/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did FFIC executive Francis W. Korzekwinski report?

Francis W. Korzekwinski reported issuer dispositions of all his Flushing Financial common stock. The shares, including those held directly and through a 401(k) plan, were disposed of as part of the OceanFirst merger that closed on June 1, 2026.

How were FFIC shares exchanged in the OceanFirst Financial (OCFC) merger?

Each Flushing Financial share was converted into the right to receive 0.85 shares of OceanFirst common stock. According to the merger agreement, any fractional OceanFirst shares arising from the exchange were settled in cash at the effective time of the merger.

Does Francis W. Korzekwinski still own any FLUSHING FINANCIAL CORP (FFIC) shares?

No. A footnote states that, as a result of the merger with OceanFirst, Francis W. Korzekwinski no longer beneficially owns, directly or indirectly, any shares of Flushing Financial common stock following the completion of the share exchange.

What happened to FFIC shares held in the executive’s 401(k) account?

Shares of Flushing common stock credited to Francis W. Korzekwinski’s 401(k) account were converted into the right to receive the same merger consideration. These shares also received 0.85 OceanFirst shares per Flushing share, with any fractional shares paid in cash.

How were FFIC restricted stock units and performance stock units treated in the merger?

Previously unvested Flushing restricted stock units and performance restricted stock units were either accelerated and vested into OceanFirst shares or converted into service-based OceanFirst RSUs. Both used a 0.85-to-one share conversion ratio and removed performance-based vesting conditions where applicable.

Was the Form 4 transaction a market sale of FFIC shares?

No. The Form 4 indicates the dispositions were to the issuer under the merger agreement with OceanFirst. Shares were converted into merger consideration rather than sold in open-market transactions, and the transaction code reflects an issuer disposition event.