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Flushing Financial (FFIC) director’s shares converted in OceanFirst merger

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

Rhea-AI Filing Summary

FLUSHING FINANCIAL CORP director Alfred A. DelliBovi disposed of his remaining common stock in connection with the company’s merger with OceanFirst Financial Corporation. Two issuer dispositions on June 1, 2026 covered 4,800 and 56,685 shares of common stock at a stated price of $0.00 per share.

Under the merger terms, each FFIC share outstanding immediately before the effective time was converted into the right to receive 0.85 shares of OceanFirst common stock, with any fractional shares paid in cash. As a result of the merger closing, the reporting person no longer beneficially owns any shares of FLUSHING FINANCIAL CORP common stock, while previously unvested FFIC restricted stock units were converted into service-based RSUs denominated in OceanFirst common stock on the same 0.85-to-one basis.

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Insider DelliBovi Alfred A
Role null
Type Security Shares Price Value
Disposition Common Stock 56,685 $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 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).
Issuer disposition 1 4,800 shares Common Stock disposed on June 1, 2026; price $0.00 per share
Issuer disposition 2 56,685 shares Common Stock disposed on June 1, 2026; price $0.00 per share
Post-transaction holdings 0 shares Total FLUSHING FINANCIAL CORP common shares following transactions
Merger exchange ratio 0.85 shares Each FFIC share converted into 0.85 OceanFirst common shares
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.
Merger Consideration financial
"each share of Issuer common stock ... 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
"Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) referenced in footnotes 4."
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
"As a result of the Merger, 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.
service-based RSUs financial
"were converted into service-based RSUs denominated in shares of OCFC common stock, on a 0.85-to-one basis"
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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*
DelliBovi Alfred A
(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 Stock06/01/2026D56,685(1)D(2)0(3)D
Common Stock06/01/2026D4,800(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)
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 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 Alfred A. DelliBovi06/02/2026
** 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 did Alfred A. DelliBovi report in this FFIC Form 4 filing?

Alfred A. DelliBovi reported disposing of all his FLUSHING FINANCIAL CORP common stock in issuer dispositions tied to the merger with OceanFirst Financial Corporation. Two transactions covered 4,800 and 56,685 shares, leaving him with no remaining beneficial ownership of FFIC common stock.

How many FFIC shares did Alfred A. DelliBovi dispose of in total?

He disposed of 4,800 and 56,685 shares of FLUSHING FINANCIAL CORP common stock, according to the Form 4. Each transaction is coded as a disposition to the issuer connected to the merger, and his total shares following the transactions are reported as zero.

Why were Alfred A. DelliBovi’s FFIC shares disposed of in this filing?

The disposition occurred pursuant to an Agreement and Plan of Merger among FLUSHING FINANCIAL CORP, OceanFirst Financial Corporation, and Apollo Merger Sub Corp. At the merger’s effective time, each FFIC share was converted into the right to receive OceanFirst common stock as merger consideration.

What merger consideration did FFIC shareholders receive in the OceanFirst deal?

Each outstanding FLUSHING FINANCIAL CORP share was converted into the right to receive 0.85 shares of OceanFirst Financial Corporation common stock. Any fractional shares resulting from this 0.85-to-one exchange ratio were paid in cash when the merger closed on June 1, 2026.

Does Alfred A. DelliBovi still own any FLUSHING FINANCIAL CORP stock after the merger?

No, the footnotes state that as a result of the merger, Alfred A. DelliBovi no longer beneficially owns, directly or indirectly, any shares of FLUSHING FINANCIAL CORP common stock. His previously held FFIC shares were converted pursuant to the merger terms.

What happened to Alfred A. DelliBovi’s unvested FFIC restricted stock units?

Previously unvested FLUSHING FINANCIAL CORP restricted stock units awarded after the merger agreement date were converted into service-based RSUs denominated in OceanFirst common stock. The conversion used the same 0.85-to-one exchange ratio and kept the original terms and conditions intact.