Flushing Financial (NASDAQ: FFIC) director reports merger-related stock conversion to OceanFirst

Rhea-AI Filing Summary

Flushing Financial Corp director Caren C. Yoh reported dispositions of common stock in connection with the company’s merger with OceanFirst Financial Corporation. On June 1, 2026, two issuer dispositions totaling 4,800 and 56,685 shares of common stock were recorded at a stated price of $0.00 per share, reflecting a non-cash conversion under the merger terms.

According to the merger agreement, each share of Flushing Financial common stock outstanding immediately before the effective time was converted into the right to receive 0.85 shares of OceanFirst common stock, with cash paid only for fractional shares. As a result of the merger, Yoh no longer beneficially owns any shares of Flushing Financial common stock, while previously unvested restricted stock units were converted into service-based RSUs denominated in OceanFirst common stock at the same 0.85-to-one ratio.

Insights

Banking equity analyst

Director’s reported dispositions are merger-driven conversions, not open-market sales.

The Form 4 shows director Caren C. Yoh disposing of 4,800 and 56,685 shares of Flushing Financial Corp common stock. The transactions are coded “D” as dispositions to the issuer and carry a reported price of $0.00 per share, indicating a non-cash corporate event.

Footnotes explain these entries arise from the completed merger with OceanFirst Financial Corporation on June 1, 2026. Each Flushing share converted into 0.85 OceanFirst shares, and outstanding RSUs similarly converted into OceanFirst RSUs. These changes are mechanical outcomes of the merger, not discretionary trading, so they provide limited insight into the director’s view of valuation.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Yoh Caren C

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).

Key Figures

Issuer disposition 1: 4,800 shares Issuer disposition 2: 56,685 shares Reported transaction price: $0.00 per share +2 more

5 metrics

Issuer disposition 1 4,800 shares Common Stock, disposition to issuer on June 1, 2026

Issuer disposition 2 56,685 shares Common Stock, disposition to issuer on June 1, 2026

Reported transaction price $0.00 per share Non-cash merger conversion consideration

Share conversion ratio 0.85 shares Each FFIC share became 0.85 OceanFirst shares at merger

Merger closing date June 1, 2026 Effective time for FFIC–OceanFirst merger and conversions

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock units (RSUs), beneficially owns, +1 more

5 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

"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 (RSUs) financial

"Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs)"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

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.

service-based RSUs financial

"were converted into service-based RSUs denominated in shares of OCFC common stock"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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^*

Yoh Caren 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)

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		56,685(1)	D	(2)	0(3)	D
Common Stock	06/01/2026		D		4,800(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)
				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 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 Caren Yoh	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 Flushing Financial (FFIC) director Caren C. Yoh report?

Caren C. Yoh reported dispositions of Flushing Financial common stock back to the issuer. The Form 4 lists two non-derivative transactions of 4,800 and 56,685 shares, both coded as issuer dispositions related to the completed merger with OceanFirst Financial Corporation.

Why did Caren C. Yoh’s FFIC shares show a transaction price of $0.00 on the Form 4?

The Form 4 reports a transaction price of $0.00 because the shares were not sold for cash. Instead, each Flushing Financial share was converted into the right to receive OceanFirst Financial common stock under the merger terms, with only fractional shares settled in cash.

How were Flushing Financial (FFIC) shares converted in the OceanFirst merger?

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. Any resulting fractional OceanFirst shares were paid out in cash under the merger agreement.

Does Caren C. Yoh still beneficially own Flushing Financial (FFIC) common stock after the merger?

According to the Form 4 footnotes, following completion of the merger, Caren C. Yoh no longer beneficially owns, directly or indirectly, any shares of Flushing Financial common stock. Her equity exposure shifted to OceanFirst stock and RSUs through the share conversion mechanics.

What happened to Caren C. Yoh’s unvested Flushing Financial RSUs in the OceanFirst transaction?

Previously unvested Flushing Financial RSUs awarded after the merger agreement date were converted at closing. Each became a service-based RSU denominated in OceanFirst common stock on a 0.85-to-one basis, rounded down, while keeping the same vesting terms and conditions as the original awards.