Flushing Financial (FFIC) EVP’s shares converted to OceanFirst stock at 0.85 ratio
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
FLUSHING FINANCIAL CORP EVP Astrid Burrowes reported dispositions of all her FFIC common stock in connection with the company’s merger into OceanFirst Financial Corporation. The Form 4 shows multiple code D transactions on June 1, 2026, including shares held directly and through a 401(k) plan, all characterized as dispositions to the issuer.
According to the merger terms, each share of FFIC common stock was converted into the right to receive 0.85 shares of OceanFirst (OCFC) common stock, with any fractional shares paid in cash. Footnotes state that, as a result of the merger, Burrowes no longer beneficially owns any FFIC common stock. Previously unvested FFIC restricted stock units and performance RSUs were either accelerated and converted into OCFC shares or converted into OCFC service-based RSUs under the same 0.85-to-one exchange ratio.
Positive
- None.
Negative
- None.
Insights
Executive’s FFIC shares converted into OceanFirst stock as part of closing.
The transactions show EVP Astrid Burrowes disposing of FFIC common stock via issuer dispositions tied to the completed merger with OceanFirst Financial Corporation. This is a mechanics-driven conversion, not an open‑market sale or discretionary trade.
Each FFIC share became the right to receive 0.85 shares of OCFC common stock, with cash in lieu of fractional shares. Unvested FFIC RSUs and PRSUs were either accelerated into OCFC shares or converted into OCFC RSUs under the same ratio, so her economic exposure largely shifts from FFIC to OCFC.
Footnotes indicate she no longer beneficially owns FFIC common stock after the June 1, 2026 closing. Overall, this looks like a routine reflection of merger closing terms rather than a new directional signal about management’s view of the combined company.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Burrowes Astrid
Role
EVP
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 37,425 | $0.00 | -- |
| Disposition | Common Stock | 10,856 | $0.00 | -- |
| Disposition | Common Stock | 5,600 | $0.00 | -- |
| Disposition | Common Stock | 34,209 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, 401K)
Footnotes (1)
- 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. 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 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). 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). 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
Exchange ratio: 0.85 shares OCFC per 1 share FFIC
Disposition from 401(k): 34,209 shares
Single direct disposition block: 37,425 shares
+3 more
6 metrics
Exchange ratio
0.85 shares OCFC per 1 share FFIC
Merger consideration at effective time
Disposition from 401(k)
34,209 shares
FFIC common stock credited to 401(k) account
Single direct disposition block
37,425 shares
Directly held FFIC common stock disposed to issuer
Additional direct disposition
10,856 shares
Direct FFIC common stock, code D transaction
Additional direct disposition
5,600 shares
Direct FFIC common stock, code D transaction
Merger closing date
June 1, 2026
Merger between FFIC and Apollo Merger Sub Corp.
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 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
"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
"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
"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.
FAQ
What insider transaction did FFIC EVP Astrid Burrowes report on this Form 4?
Astrid Burrowes reported disposing of all her FLUSHING FINANCIAL CORP common stock through issuer dispositions on June 1, 2026. These transactions reflect conversion of her FFIC holdings into OceanFirst Financial Corporation stock under the completed merger, rather than open-market sales.
Does Astrid Burrowes still beneficially own any FFIC common stock after the merger?
No. A footnote states that as a result of the merger, Astrid Burrowes no longer beneficially owns, directly or indirectly, any shares of FFIC common stock. Her prior equity exposure shifted into OceanFirst equity or cash pursuant to the merger agreement terms.
How were FFIC restricted stock units and performance RSUs treated in the OceanFirst merger?
Previously unvested FFIC RSUs and PRSUs granted before the merger agreement were accelerated, vested at target for PRSUs, and converted into OCFC shares at a 0.85-to-one ratio. Awards granted after the agreement became OCFC service-based RSUs at the same 0.85 exchange rate.
Were the Form 4 transactions for FFIC classified as open-market sales or issuer dispositions?
All reported transactions carry code D and are described as dispositions to the issuer. They reflect conversion of FFIC shares into OceanFirst merger consideration, not open-market buying or selling, making them mechanical merger-related entries rather than discretionary trades.