Merger converts Flushing (NASDAQ: FFIC) exec’s stock into OceanFirst
Rhea-AI Filing Summary
Flushing Financial Corp senior executive Michael Bingold has disposed of all reported common shares as part of the company’s merger into OceanFirst Financial. On the merger’s closing date, each issued and outstanding Flushing Financial common share was converted into the right to receive 0.85 shares of OceanFirst common stock, with cash paid for fractional shares. This included shares held directly, as well as shares credited to his 401(k) plan account. Following these transactions, the reporting person no longer beneficially owns any Flushing Financial common stock, while certain previously unvested restricted and performance stock units were converted into OceanFirst equity awards under the merger terms.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 88,506 shares
Net Sell
4 txns
Insider
Bingold Michael
Role
Sr. EVP
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 33,829 | $0.00 | -- |
| Disposition | Common Stock | 28,880 | $0.00 | -- |
| Disposition | Common Stock | 14,080 | $0.00 | -- |
| Disposition | Common Stock | 11,717 | $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
Shares disposed (401k indirect): 11,717 shares
Shares disposed (direct block 1): 14,080 shares
Shares disposed (direct block 2): 28,880 shares
+5 more
8 metrics
Shares disposed (401k indirect)
11,717 shares
Common stock credited to 401(k) account, disposed at merger
Shares disposed (direct block 1)
14,080 shares
Directly held common stock, disposition to issuer at merger
Shares disposed (direct block 2)
28,880 shares
Directly held common stock, disposition to issuer at merger
Shares disposed (direct block 3)
33,829 shares
Directly held common stock, disposition to issuer at merger
Exchange ratio
0.85 shares
OceanFirst common stock per Flushing Financial share
Transaction code
D
Disposition to issuer for all reported entries
Merger closing date
June 1, 2026
Date the Flushing–OceanFirst merger closed
Post-transaction holdings
0 shares
Flushing Financial common stock beneficially owned after merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, performance restricted stock units, +2 more
6 terms
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...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...vested (at target for any Issuer PRSUs)..."
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...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.
Merger regulatory
"at the effective time...of the Merger between Issuer and Apollo Merger Sub Corp. (the Merger)..."
A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did FFIC executive Michael Bingold report in this Form 4?
Michael Bingold reported the disposition of all reported shares of Flushing Financial Corp (FFIC) common stock. The shares were surrendered in connection with the company’s merger into OceanFirst Financial, with consideration received in OceanFirst common stock and cash for fractional shares.
Does Michael Bingold still own any FFIC common stock after the merger?
According to the filing, Michael Bingold no longer beneficially owns any Flushing Financial (FFIC) common stock after the merger closed. All of his reported direct and indirect holdings were converted into the merger consideration or otherwise disposed of at the effective time.
What happened to FFIC restricted stock units and performance RSUs in this deal?
Previously unvested restricted stock units (RSUs) and performance RSUs in Flushing Financial were either accelerated, vested at target, and converted into OceanFirst common stock, or converted into service-based RSUs denominated in OceanFirst shares, using the same 0.85-to-one exchange ratio, subject to prior terms.
What transaction code appears in this FFIC Form 4 and what does it mean?
All reported entries use transaction code D, described as a “Disposition to issuer.” This indicates the reported shares were surrendered to the issuer in connection with the merger, rather than sold in open-market transactions, as part of the agreed merger consideration structure.