Flushing Financial (NASDAQ: FFIC) insider stake converted in OceanFirst merger
Rhea-AI Filing Summary
FLUSHING FINANCIAL CORP senior executive Douglas J. McClintock reported multiple dispositions of common stock in connection with the company’s merger into OceanFirst Financial Corporation (OCFC). On June 1, 2026, each FFIC share was converted into the right to receive 0.85 shares of OCFC common stock, with cash paid for fractional shares.
The transactions include 991 shares held through a 401(k) account and several blocks of directly held common stock returned to the issuer, all at a stated price of $0.0000 per share as they were converted rather than sold on the open market. Following these merger-related conversions, McClintock no longer beneficially owns any FFIC common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 18,858 shares
Net Sell
4 txns
Insider
McClintock Douglas J
Role
Sr. EVP
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 5,067 | $0.00 | $0.00 |
| Disposition | Common Stock | 8,800 | $0.00 | $0.00 |
| Disposition | Common Stock | 4,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 991 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, 401K)
Footnotes (6)
- F1. Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) and performance restricted stock units (Issuer PRSUs) referenced in footnotes 4 and 5.
- 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 and Issuer PRSUs awarded prior to the date of the Merger Agreement that, pursuant to the Merger Agreement, at the Effective Time, were accelerated and vested (at target for any Issuer PRSUs) and converted into shares of OCFC common stock, on a 0.85-to-one basis (rounded down to the nearest whole share).
- F5. Represents previously unvested Issuer RSUs and Issuer PRSUs 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 (at target for any Issuer PRSUs), 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 and Issuer PRSUs other than any performance conditions or performance-based vesting).
- F6. Consists of shares of Issuer common stock credited to the Reporting Person 401(k) account at the Issuer 401(k) Savings Plan, which pursuant to the terms of the Merger Agreement, at the Effective Time were converted into the right to receive the Merger Consideration. All fractional shares were paid in cash.
Key Figures
Disposition from 401(k): 991 shares
Direct disposition block 1: 4,000 shares
Direct disposition block 2: 8,800 shares
+2 more
5 metrics
Disposition from 401(k)
991 shares
FFIC common stock in 401(k) account converted at merger
Direct disposition block 1
4,000 shares
FFIC common stock returned to issuer at merger close
Direct disposition block 2
8,800 shares
FFIC common stock returned to issuer at merger close
Direct disposition block 3
5,067 shares
FFIC common stock returned to issuer at merger close
Exchange ratio
0.85 shares of OCFC
Received per share of FFIC common stock at merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, performance 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.
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 and Issuer PRSUs awarded prior to the date of the Merger Agreement that, pursuant to the Merger Agreement, at the Effective Time, were accelerated and vested..."
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.
performance restricted stock units financial
"Represents previously unvested Issuer RSUs and Issuer PRSUs awarded prior to the date of the Merger Agreement that, pursuant to the Merger Agreement, at the Effective Time, were accelerated and vested (at target for any Issuer PRSUs)..."
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
401(k) Savings Plan financial
"Consists of shares of Issuer common stock credited to the Reporting Person 401(k) account at the Issuer 401(k) Savings Plan, which pursuant to the terms of the Merger Agreement, at the Effective Time were converted into the right to receive the Merger Consideration."
A 401(k) savings plan is an employer-sponsored retirement account that lets employees set aside a portion of their paycheck on a tax-advantaged basis, often with employer matching contributions that act like free additional savings. It matters to investors because matching, tax-deferred growth and investment choices can significantly boost long-term wealth—while plan rules or heavy concentration in a single company’s stock can increase an employee’s financial exposure to that company.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did FFIC executive Douglas McClintock report in this Form 4 filing for FFIC?
Douglas J. McClintock reported disposing of FFIC common stock in connection with the merger into OceanFirst Financial Corporation. Shares were returned to the issuer and converted into the right to receive OCFC common stock under a fixed exchange ratio, not sold on the open market.
What happened to McClintock’s unvested FFIC RSUs and PRSUs in the merger?
Previously unvested FFIC RSUs and PRSUs awarded before the merger agreement were accelerated, vested at target for PRSUs, and converted into OCFC common stock at the 0.85-to-one ratio. Awards granted after the merger agreement became service-based OCFC RSUs, keeping similar terms but without performance conditions.
Does Douglas McClintock still beneficially own any FFIC common stock after the merger?
No. The filing states that, as a result of the merger and related share conversions, Douglas J. McClintock no longer beneficially owns, directly or indirectly, any shares of FFIC common stock. His former FFIC interests were converted into OCFC equity and cash for fractional shares.