Flushing Financial (NASDAQ: FFIC) director equity converted into OceanFirst stock

Rhea-AI Filing Summary

FLUSHING FINANCIAL CORP director Donna M. Obrien disposed of 4,800 and 82,410 shares of Common Stock in connection with the company’s merger with OceanFirst Financial Corporation. These dispositions were to the issuer under the merger agreement that closed on June 1, 2026.

At the effective time of the merger, each share of Flushing Financial common stock 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 this transaction structure, Obrien no longer beneficially owns any shares of Flushing Financial common stock, and previously unvested restricted stock units were accelerated and converted into OceanFirst common stock on the same 0.85-to-one basis.

Insights

Bank M&A and corporate actions analyst

Director’s Flushing stake converted into OceanFirst stock as merger closes.

The filing shows director Donna M. Obrien disposing of her Flushing Financial common shares back to the issuer under a completed merger with OceanFirst Financial Corporation. This is a structural step in the change-of-control process, not an open-market sale.

Each Flushing share became the right to receive 0.85 shares of OceanFirst common stock, with cash paid for fractional shares. Previously unvested restricted stock units were accelerated and converted on the same 0.85-to-one basis, and the director now holds no Flushing shares. The economic impact for the director depends on OceanFirst’s share performance after June 1, 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Obrien Donna M

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	82,410	$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).

Key Figures

Shares disposed (block 1): 4,800 shares Shares disposed (block 2): 82,410 shares Post-transaction FFIC holdings: 0 shares +2 more

5 metrics

Shares disposed (block 1) 4,800 shares Common Stock disposition to issuer on June 1, 2026

Shares disposed (block 2) 82,410 shares Common Stock disposition to issuer on June 1, 2026

Post-transaction FFIC holdings 0 shares Total shares following transactions

Merger exchange ratio 0.85 shares OceanFirst common stock per Flushing common share

Merger closing date June 1, 2026 Merger between Flushing and Apollo Merger Sub Corp.

Key Terms

Agreement and Plan of Merger, Effective Time, Merger Consideration, restricted stock units, +1 more

5 terms

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.

Effective Time regulatory

"at the effective time (the Effective Time) of the merger between Issuer and Apollo Merger Sub Corp."

Merger Consideration financial

"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)."

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 that, pursuant to the Merger Agreement, at the Effective Time, were accelerated and vested and converted into shares of OCFC common stock"

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.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Obrien Donna M

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		D(1)		82,410	D	(2)	0(3)	D
Common Stock	06/01/2026		D(4)		4,800	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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 Donna M. O'Brien	06/02/2026
	** Signature of Reporting Person	Date
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)

FAQ

What insider transaction did FFIC director Donna M. Obrien report?

Donna M. Obrien reported disposing of 4,800 and 82,410 shares of Flushing Financial common stock. The shares were transferred to the issuer as part of the completed merger with OceanFirst Financial, rather than sold in the open market, and are tied to merger consideration.

How were FFIC shares treated in the OceanFirst Financial merger?

Each share of Flushing Financial common stock was converted into the right to receive 0.85 shares of OceanFirst Financial common stock. Any fractional OceanFirst shares were settled in cash, effectively exchanging Flushing equity for OceanFirst equity at a fixed stock-for-stock ratio.

Does Donna M. Obrien still own any Flushing Financial (FFIC) common stock?

According to the Form 4, Donna M. Obrien no longer beneficially owns any shares of Flushing Financial common stock. Her entire position was disposed of under the merger structure, with value instead represented by OceanFirst common stock received as consideration.

What happened to previously unvested FFIC restricted stock units in this merger?

Previously unvested Flushing Financial restricted stock units awarded after the merger agreement date were accelerated and vested at closing. At the effective time, they converted into OceanFirst common stock on a 0.85-to-one basis, rounded down to the nearest whole share, aligning equity awards with the new parent company.

When did the Flushing Financial and OceanFirst merger close?

The merger between Flushing Financial and Apollo Merger Sub Corp., an OceanFirst subsidiary, closed on June 1, 2026. At that effective time, all outstanding Flushing shares and certain restricted stock units were converted into OceanFirst common stock based on the agreed 0.85 exchange ratio.

Was Donna M. Obrien’s Form 4 transaction an open-market sale of FFIC shares?

No. The Form 4 identifies the event as a disposition to the issuer under the merger agreement. Shares were effectively canceled or exchanged as part of the closing mechanics, with shareholders receiving OceanFirst common stock and cash for fractional shares, not proceeds from market selling.