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FFIC (FFIC) director exits company stock as OceanFirst merger closes

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

Rhea-AI Filing Summary

Flushing Financial Corp director Michael A. Azarian reported disposing of company common stock in connection with the company’s merger with OceanFirst Financial Corporation. Two issuer dispositions on June 1, 2026 covered 4,800 and 43,291 shares of common stock at a stated price of $0.00 per share.

According to the merger terms, each Flushing Financial 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. Footnotes state that, as a result of the merger, Azarian no longer beneficially owns any Flushing Financial common shares, and previously unvested restricted stock units were accelerated and converted into OceanFirst stock on the same 0.85-to-one basis.

Positive

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Negative

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Insider Azarian Michael A
Role null
Type Security Shares Price Value
Disposition Common Stock 43,291 $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 on June 1, 2026 at $0.00 per share
Issuer disposition block 2 43,291 shares Common Stock disposed on June 1, 2026 at $0.00 per share
Post-transaction holdings 0 shares Total FFIC common stock beneficially owned after merger-related disposition
Merger share exchange ratio 0.85 shares OceanFirst common stock per Flushing Financial share at effective time
Disposition to issuer financial
"transaction_code_description: Disposition to issuer"
Agreement and Plan of Merger financial
"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 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.
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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*
Azarian Michael 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 Stock06/01/2026D(1)43,291D(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 Michael A. Azarian06/02/2026
** 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 FFIC director Michael A. Azarian report on this Form 4?

Michael A. Azarian reported a disposition to the issuer of Flushing Financial common stock. Two transactions on June 1, 2026 involved returning blocks of shares to the company as part of the completed merger with OceanFirst Financial Corporation.

How many FFIC shares did Michael A. Azarian dispose of in the merger transaction?

Azarian reported disposing of 4,800 and 43,291 shares of Flushing Financial common stock. Both were coded as issuer dispositions at a stated price of $0.00 per share in connection with the merger’s closing and consideration structure.

What did FFIC shareholders, including Michael A. Azarian, receive in the OceanFirst merger?

Each Flushing Financial common share was converted into the right to receive 0.85 shares of OceanFirst Financial common stock. Any fractional shares resulting from this 0.85-to-one exchange ratio were settled in cash at the merger’s closing on June 1, 2026.

Does Michael A. Azarian still own any Flushing Financial (FFIC) common stock after the merger?

No. A footnote states that, as a result of the merger, Azarian no longer beneficially owns any Flushing Financial common shares, directly or indirectly. His equity exposure transitioned to OceanFirst stock under the agreed share-exchange terms and RSU conversion mechanics.

What happened to Michael A. Azarian’s previously unvested FFIC restricted stock units in the merger?

Previously unvested Flushing Financial restricted stock units awarded after the merger agreement date were accelerated, vested, and converted at closing. They became OceanFirst common shares using the same 0.85-to-one exchange ratio, rounded down to the nearest whole share.

When did the Flushing Financial and OceanFirst merger close for FFIC shareholders?

The merger between Flushing Financial Corp and Apollo Merger Sub Corp, under OceanFirst Financial Corporation, closed on June 1, 2026. That date is also the effective time when FFIC shares were converted into rights to receive OceanFirst common stock.