Flushing Financial (NASDAQ: FFIC) director exits stake as OceanFirst merger closes
Rhea-AI Filing Summary
Flushing Financial Corp director Han Sam Sang Ki reported disposing of 4,800 and 72,051 shares of common stock on June 1, 2026. These were returned to the issuer in connection with the closing of a previously signed merger with OceanFirst Financial Corporation.
Under the merger terms, each Flushing Financial share was converted into the right to receive 0.85 shares of OceanFirst common stock, with any fractional shares paid in cash. Following this conversion, the reporting person no longer beneficially owns any Flushing Financial common stock, although previously unvested restricted stock units were converted into service-based RSUs denominated in OceanFirst shares on the same 0.85-to-one basis.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 76,851 shares
Net Sell
2 txns
Insider
Han Sam Sang Ki
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 72,051 | $0.00 | $0.00 |
| Disposition | Common Stock | 4,800 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) referenced in footnote 4.
- 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 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): 72,051 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)
72,051 shares
Common Stock, disposition to issuer on June 1, 2026
Exchange ratio
0.85 shares
OceanFirst common stock per Flushing Financial share at merger closing
Post-transaction FFIC holding
0 shares
Total Flushing Financial common stock beneficially owned after merger
Key Terms
Agreement and Plan of Merger, Effective Time, Merger Consideration, restricted stock units (Issuer RSUs)
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, 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.
Effective Time regulatory
"at the effective time (the Effective Time) of the merger between Issuer and Apollo Merger Sub Corp."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Merger Consideration financial
"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 awarded after the date of the Merger Agreement that, pursuant to the Merger Agreement, at the Effective Time, were converted"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Han Sam Sang Ki report for FLUSHING FINANCIAL CORP (FFIC)?
Han Sam Sang Ki reported disposing of two blocks of Flushing Financial common stock, 4,800 and 72,051 shares, on June 1, 2026. The shares were returned to the issuer as part of the closing of a merger with OceanFirst Financial Corporation.
What merger terms affected FLUSHING FINANCIAL CORP (FFIC) insider holdings?
Under the merger agreement, each Flushing Financial common share outstanding immediately before closing was converted into the right to receive 0.85 OceanFirst Financial common shares. Any resulting fractional share entitlements were settled in cash when the merger closed on June 1, 2026.
Does Han Sam Sang Ki still own any FLUSHING FINANCIAL CORP (FFIC) common stock after the merger?
No, the Form 4 states that, as a result of the merger, the reporting person no longer beneficially owns any Flushing Financial common stock. All previously held shares were converted into merger consideration tied to OceanFirst Financial common stock.
What happened to the previously unvested FFIC restricted stock units (RSUs) held by the insider?
Previously unvested Flushing Financial RSUs awarded after the merger agreement date were converted at closing into service-based RSUs denominated in OceanFirst Financial shares. They converted on a 0.85-to-one basis, rounded down to the nearest whole share, with other terms and conditions remaining the same.
When did the FLUSHING FINANCIAL CORP (FFIC) merger with OceanFirst close?
The merger between Flushing Financial and Apollo Merger Sub Corp., an OceanFirst Financial subsidiary, closed on June 1, 2026. At this effective time, all outstanding Flushing Financial common shares were converted into merger consideration based on OceanFirst common stock and cash for fractional shares.