Flushing Financial (NASDAQ: FFIC) director shares converted in OceanFirst merger
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 Trade Summary
Net Seller: 61,156 shares
Net Sell
2 txns
Insider
MANDITCH DOUGLAS C
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 56,356 | $0.00 | $0.00 |
| Disposition | Common Stock | 4,800 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) referenced in footnotes 4.
- F2. 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.
- F3. As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
- F4. 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).
Key Figures
Shares disposed (block 1): 4,800 shares
Shares disposed (block 2): 56,356 shares
Post-transaction FFIC holdings: 0 shares
+1 more
4 metrics
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
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units (Issuer RSUs), beneficially owns
4 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
"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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 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.