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.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Han Sam Sang Ki

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	72,051	$0.00	--
Disposition	Common Stock	4,800	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) referenced in footnote 4. 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 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."

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"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Han Sam Sang Ki

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		D		72,051(1)	D	(2)	0(3)	D
Common Stock	06/01/2026		D		4,800(4)	D	(2)	0(3)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) referenced in footnote 4.

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 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).

	Signed by Russell A. Fleishman under POA by Sam Han	06/02/2026
	** Signature of Reporting Person	Date
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)

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.

Why were FFIC shares disposed of at a price of $0.00 per share on the Form 4?

The Form 4 shows a $0.00 per share price because the disposition was not an open-market sale. Instead, the shares were converted under a merger agreement into the right to receive 0.85 OceanFirst Financial common shares for each Flushing Financial share.

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.