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Flushing Financial (FFIC) director disposes all FFIC stock in OceanFirst merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Flushing Financial Corp director James Davison Bennett reported dispositions of common stock tied to the company’s merger with OceanFirst Financial Corporation. On June 1, 2026, he disposed of 4,800 and 107,848 shares of Flushing common stock back to the issuer at a stated price of $0.00 per share, categorized as dispositions to the issuer.

According to the merger agreement, each Flushing share outstanding immediately before the effective time was converted into the right to receive 0.85 shares of OceanFirst common stock, with fractional shares paid in cash. Previously unvested restricted stock units were accelerated and converted into OceanFirst shares on the same 0.85-to-one basis. As a result of the merger, Bennett no longer beneficially owns any Flushing Financial common stock.

Positive

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Negative

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Insights

Director’s Form 4 shows routine share conversion and cancellation from a completed bank merger.

The transactions reflect James Davison Bennett disposing of Flushing Financial common shares back to the issuer in connection with its merger into an OceanFirst subsidiary. Each Flushing share converted into the right to receive 0.85 shares of OceanFirst common stock, with cash for fractional shares.

These are not open-market sales but mechanical changes from the merger structure, including acceleration of previously unvested restricted stock units into OceanFirst stock. After closing on June 1, 2026, Bennett no longer holds Flushing common stock; his economic exposure, if any, continues via OceanFirst shares received under the merger terms.

Insider BENNETT JAMES DAVISON
Role null
Type Security Shares Price Value
Disposition Common Stock 107,848 $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 footnotes 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 accelerated and vested and converted into shares of OCFC common stock, on a 0.85-to-one basis (rounded down to the nearest whole share).
Issuer disposition block 1 4,800 shares Common Stock disposed to issuer on June 1, 2026
Issuer disposition block 2 107,848 shares Common Stock disposed to issuer on June 1, 2026
Post-transaction holdings 0 shares Total Flushing Financial common stock following the transactions
Share exchange ratio 0.85 shares OceanFirst common stock per Flushing Financial share in merger
Merger closing date June 1, 2026 Date the merger between Flushing Financial and Apollo Merger Sub closed
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.
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 financial
"Represents previously unvested Issuer RSUs awarded after 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.
beneficially owns regulatory
"the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
BENNETT JAMES DAVISON
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026D(1)107,848D(2)0(3)D
Common Stock06/01/2026D(4)4,800D(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 footnotes 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 accelerated and vested and converted into shares of OCFC common stock, on a 0.85-to-one basis (rounded down to the nearest whole share).
Signed by Russell A. Fleishman under Power of Attorney by James D. Bennett06/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Flushing Financial (FFIC) director James Davison Bennett report?

James Davison Bennett reported disposing of Flushing Financial common stock back to the issuer. The Form 4 lists two dispositions totaling 4,800 and 107,848 shares, both executed at a stated price of $0.00 per share in connection with the merger with OceanFirst.

Why were James Davison Bennett’s FFIC shares disposed of in the latest Form 4?

The shares were disposed of pursuant to a merger agreement among Flushing Financial, OceanFirst Financial, and Apollo Merger Sub. At the merger’s effective time, each Flushing share was converted into the right to receive 0.85 OceanFirst shares, with fractional shares settled in cash.

How many Flushing Financial shares did James Davison Bennett dispose of on June 1, 2026?

On June 1, 2026, Bennett disposed of 4,800 shares and 107,848 shares of Flushing Financial common stock. Both dispositions were classified as issuer dispositions at a stated transaction price of $0.00 per share, reflecting conversion under the merger terms rather than market sales.

What consideration did FFIC shareholders receive in the merger with OceanFirst Financial?

Each share of Flushing Financial common stock outstanding immediately before the merger’s effective time converted into the right to receive 0.85 shares of OceanFirst common stock. Any fractional OceanFirst shares that would otherwise be issued were instead paid out in cash to the holder.

Does James Davison Bennett still own any Flushing Financial (FFIC) common stock after the merger?

No. As a result of the completed merger, Bennett no longer beneficially owns any shares of Flushing Financial common stock. His prior holdings, including vested amounts, were converted or disposed of under the merger agreement, with resulting consideration in OceanFirst stock and cash for fractional shares.

What happened to James Davison Bennett’s unvested restricted stock units in the FFIC merger?

Previously unvested Flushing Financial restricted stock units awarded after the merger agreement date were accelerated and vested at the merger’s effective time. They converted into shares of OceanFirst common stock on a 0.85-to-one basis, rounded down to the nearest whole share, replacing those FFIC-based awards.