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Flushing Financial (NASDAQ: FFIC) director shares converted in OceanFirst merger

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

Rhea-AI Filing Summary

Flushing Financial Corp director Douglas C. Manditch disposed of 4,800 and 56,356 shares of common stock back to the issuer in connection with its merger into OceanFirst Financial. Under the merger terms, each Flushing Financial share was converted into the right to receive 0.85 shares of OceanFirst Financial common stock, with any fractional shares paid in cash. As a result of the merger closing on June 1, 2026, Manditch no longer beneficially owns any shares of Flushing Financial common stock. Previously unvested restricted stock units were also accelerated, vested, and converted into OceanFirst Financial shares on the same 0.85-to-one basis, rounded down to the nearest whole share.

Positive

  • None.

Negative

  • None.
Insider MANDITCH DOUGLAS C
Role null
Type Security Shares Price Value
Disposition Common Stock 56,356 $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).
Shares disposed (block 1) 4,800 shares Disposition to issuer on June 1, 2026
Shares disposed (block 2) 56,356 shares Disposition to issuer on June 1, 2026
Post-transaction FFIC holdings 0 shares Total Flushing Financial shares after merger-related disposition
Merger share exchange ratio 0.85 shares OceanFirst Financial common stock per Flushing Financial share
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
"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 (Issuer RSUs) financial
"Represents previously unvested Issuer RSUs awarded after the date of the Merger Agreement"
beneficially owns regulatory
"As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares"
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*
MANDITCH DOUGLAS C
(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)56,356D(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 Douglas Manditch06/02/2026
** 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 Douglas C. Manditch report for FFIC?

Douglas C. Manditch reported disposing of 4,800 and 56,356 shares of Flushing Financial common stock. The disposition was to the issuer, triggered by the completed merger with OceanFirst Financial, rather than an open-market sale.

Was the Manditch FFIC transaction an open-market sale?

No, the Manditch transaction was a disposition to the issuer under a merger agreement. Each Flushing Financial share was converted into the right to receive 0.85 shares of OceanFirst Financial common stock at the merger’s effective time.

What were the merger terms affecting FFIC insider shares?

At the merger’s effective time, each Flushing Financial common share was converted into the right to receive 0.85 shares of OceanFirst Financial common stock. Any fractional shares were paid in cash according to the merger agreement.

How many FFIC shares does Manditch own after the merger?

After the merger closed on June 1, 2026, Manditch no longer beneficially owns any shares of Flushing Financial common stock. All reported holdings were converted into OceanFirst Financial shares or settled as specified in the merger agreement.

What happened to Manditch’s unvested FFIC restricted stock units?

Previously unvested Flushing Financial restricted stock units awarded after the merger agreement date were accelerated and vested at closing. They were then converted into OceanFirst Financial common stock on a 0.85-to-one basis, rounded down to the nearest whole share.

When did the Flushing Financial and OceanFirst merger close?

The merger between Flushing Financial and Apollo Merger Sub Corp., under OceanFirst Financial, closed on June 1, 2026. At that time, Flushing Financial shares were converted into OceanFirst Financial shares per the agreed exchange ratio.