Flushing CFO updates equity awards and holdings

Flushing Financial Corp SEVP/CFO Susan Cullen reported routine equity compensation and related share adjustments.

Rhea-AI Filing Summary

Flushing Financial Corp SEVP/CFO Susan Cullen reported routine equity compensation and related share adjustments. On January 26, 2026, 687 common shares were withheld at $16.1 per share to cover taxes on vesting, leaving her with 79,799 directly held shares. On January 27, 2026, she acquired 7,040 common shares through a grant of restricted stock units that cliff vest after a three-year period, increasing her direct holdings to 86,839 shares. She also holds 19,765 shares indirectly in the Flushing Bank 401(k) Savings Plan as of January 27, 2026.

The filing notes that 7,040 performance-based RSUs from a January 26, 2023 grant did not vest because performance criteria were not met, and an equal number of new performance RSUs were granted at target level, which may vest after three years if specified performance metrics are achieved.

Insider Trade Summary

14,080 shares exercised/converted

Exercise 5 txns

Insider Cullen Susan

Role SEVP/CFO

Type	Security	Shares	Price	Value
Exercise	Common Stock	7,040	$0.00	$0.00
Exercise	Common Stock	7,040	$0.00	$0.00
Grant/Award	Common Stock	7,040	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	687	$16.10	$11K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 contracts (Direct); Common Stock — 86,839 shares (Direct); Common Stock — 19,765 shares (Indirect, 401k)

Footnotes (5)

1. F1. Shares withheld to satisfy taxes upon vesting.
2. F2. Grant of RSUs which cliff vest at end of three year period.
3. F3. Shares held in Flushing Bank 401(k) Savings Plan a/o 1/27/26.
4. F4. Disposition resulted from non-vesting of an equal number of PRSUs, due to performance criteria not being met, from the January 26, 2023 grant.
5. F5. Grant of PRSUs, at target level, which cliff vest at the end of the three year performance period if certain performance metrics are achieved.

FAQ

What insider activity did FFIC SEVP/CFO Susan Cullen report on January 26–27, 2026?

Susan Cullen reported tax-related share withholding, new stock unit grants, and performance-based forfeitures. 687 shares were withheld for taxes, 7,040 restricted stock units were granted, and 7,040 performance RSUs from a 2023 grant failed to vest due to unmet performance criteria.

How many FFIC shares does Susan Cullen hold directly and in her 401(k)?

After the reported transactions, Susan Cullen directly holds 86,839 FFIC common shares. She also holds 19,765 shares indirectly through the Flushing Bank 401(k) Savings Plan as of January 27, 2026, reflecting both compensation awards and retirement-plan investments.

Why were 687 FFIC shares withheld from Susan Cullen’s holdings?

The 687 FFIC shares were withheld to satisfy tax obligations triggered when certain stock awards vested. Instead of paying cash taxes, a portion of vested shares was automatically retained, a common practice in equity compensation programs to cover withholding requirements efficiently.

What are the key terms of Susan Cullen’s new RSU and PRSU grants at FFIC?

Cullen received 7,040 restricted stock units that cliff vest after three years, and 7,040 performance RSUs at target level. The performance RSUs cliff vest at the end of a three-year performance period only if specified performance metrics are achieved under the company’s plan.

Why did some of Susan Cullen’s prior FFIC performance RSUs not vest?

An earlier grant of 7,040 performance-based RSUs dated January 26, 2023 did not vest because required performance criteria were not met. The disposition reflects non-vesting rather than an open-market sale, aligning award outcomes with the company’s performance conditions.

Does Susan Cullen’s Form 4 show open-market buying or selling of FFIC stock?

The Form 4 reflects equity award activity, tax withholding, and performance-based forfeitures, not open-market trades. Shares were withheld for taxes and units were granted or lapsed based on plan rules, all typical elements of an executive stock compensation program.

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Accepted by SEC EDGAR 01/28/2026 - 08:36 PM Learn about SEC filing dates

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
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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^*

Cullen Susan

(Last) (First) (Middle)

220 RXR PLAZA

(Street)

UNIONDALE NY 11556

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLUSHING FINANCIAL CORP [ FFIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	01/26/2026		F		687(1)	D	$16.1	79,799	D
Common Stock	01/27/2026		A		7,040	A	(2)	86,839	D
Common Stock								19,765(3)	I	401k

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
Common Stock	(4)	01/27/2026		M			7,040	(4)	(4)	Common Stock	7,040	(4)	0	D
Common Stock	(5)	01/27/2026		M		7,040		(5)	(5)	Common Stock	7,040	(5)	0	D

Explanation of Responses:

1. Shares withheld to satisfy taxes upon vesting.

2. Grant of RSUs which cliff vest at end of three year period.

3. Shares held in Flushing Bank 401(k) Savings Plan a/o 1/27/26.

4. Disposition resulted from non-vesting of an equal number of PRSUs, due to performance criteria not being met, from the January 26, 2023 grant.

5. Grant of PRSUs, at target level, which cliff vest at the end of the three year performance period if certain performance metrics are achieved.

	Signed by Russell A. Fleishman under POA by Susan Cullen	01/28/2026
	** 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).
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