Flushing Financial (NASDAQ: FFIC) CFO surrenders shares in OceanFirst stock-for-stock merger
Rhea-AI Filing Summary
FLUSHING FINANCIAL CORP Senior EVP and CFO Susan Cullen reported multiple dispositions of company common stock on June 1, 2026, all coded as issuer dispositions tied to the company’s merger with OceanFirst Financial Corporation. 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 any fractional shares paid in cash. Previously unvested restricted stock units and performance restricted stock units were either accelerated into OceanFirst shares or converted into service-based OceanFirst RSUs under the same 0.85‑to‑one ratio. Following these transactions, Cullen no longer beneficially owns any shares of Flushing Financial Corp common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 126,649 shares
Net Sell
4 txns
Insider
Cullen Susan
Role
Sr. EVP and CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 62,159 | $0.00 | $0.00 |
| Disposition | Common Stock | 28,880 | $0.00 | $0.00 |
| Disposition | Common Stock | 14,080 | $0.00 | $0.00 |
| Disposition | Common Stock | 21,530 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, 401K)
Footnotes (6)
- F1. 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.
- F2. 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.
- F3. As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
- F4. 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).
- F5. 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).
- F6. 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
Disposition from 401(k): 21,530 shares
Direct disposition block 1: 14,080 shares
Direct disposition block 2: 28,880 shares
+3 more
6 metrics
Disposition from 401(k)
21,530 shares
Common stock credited to 401(k account disposed on June 1, 2026
Direct disposition block 1
14,080 shares
Common stock directly held, issuer disposition on June 1, 2026
Direct disposition block 2
28,880 shares
Common stock directly held, issuer disposition on June 1, 2026
Direct disposition block 3
62,159 shares
Common stock directly held, issuer disposition on June 1, 2026
Merger exchange ratio
0.85 shares
Each FFIC share converted into 0.85 OCFC common shares
Post-transaction FFIC holdings
0 shares
Beneficial ownership of Flushing common stock after merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, performance restricted stock units, +1 more
5 terms
Agreement and Plan of Merger financial
"Disposed of pursuant to the Agreement and Plan of Merger, dated December 29, 2025, by and among Issuer, OceanFirst Financial Corporation..."
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 financial
"Represents previously unvested Issuer RSUs and Issuer PRSUs awarded prior to the date of 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.
performance restricted stock units financial
"Represents previously unvested Issuer RSUs and Issuer PRSUs awarded after the date of the Merger Agreement..."
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did FFIC CFO Susan Cullen report on June 1, 2026?
Susan Cullen reported dispositions of Flushing Financial Corp common stock on June 1, 2026, in connection with the company’s merger. Shares were surrendered and converted into OceanFirst Financial Corporation common stock based on the agreed exchange ratio under the merger agreement.
What happened to Susan Cullen’s unvested FFIC RSUs and PRSUs in the merger?
Previously unvested restricted stock units and performance restricted stock units were either accelerated and vested into OceanFirst shares or converted into service-based OceanFirst RSUs. Both followed a 0.85‑to‑one share conversion formula, with performance units treated at target levels where applicable.
Does Susan Cullen still own any Flushing Financial Corp common stock after the merger?
According to the Form 4 footnotes, after the merger closed, Susan Cullen no longer beneficially owns any Flushing Financial Corp common stock. Her prior holdings, including 401(k) plan shares, were converted into rights to receive OceanFirst common stock or cash for fractional shares.