STOCK TITAN
  1. Home
  2. Sec-filings
  3. FFIC
  4. [Form 4] FLUSHING FINANCIAL CORP Insider Trading Activity

COO Maria Grasso (NASDAQ: FFIC) converts shares in OceanFirst merger

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

Rhea-AI Filing Summary

FLUSHING FINANCIAL CORP senior executive Maria A. Grasso reported the disposition of her remaining common stock in connection with the company’s merger with OceanFirst Financial Corporation. The transactions on June 1, 2026 involved issuer dispositions rather than open-market sales.

In total, 115,575 shares of Flushing common stock held directly, in a 401(k) plan, and by her spouse were converted under the merger terms. Each share became the right to receive 0.85 shares of OceanFirst common stock, with any fractional shares settled in cash.

Footnotes state that previously unvested restricted stock units and performance restricted stock units were either accelerated into OceanFirst shares or converted into service-based OceanFirst RSUs. After these conversions, Grasso no longer beneficially owns any Flushing Financial common stock.

Positive

  • None.

Negative

  • None.
Insider Grasso Maria A
Role Sr. EVP & COO
Type Security Shares Price Value
Disposition Common Stock 68,808 $0.00 --
Disposition Common Stock 30,920 $0.00 --
Disposition Common Stock 15,180 $0.00 --
Disposition Common Stock 12 $0.00 --
Disposition Common Stock 655 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, 401K)
Footnotes (1)
  1. 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. 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 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). 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). 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. Owned by the Reporting Person spouse.
Total shares disposed 115,575 shares Aggregate FFIC common stock converted in merger-related issuer dispositions
Largest direct block 68,808 shares Directly held FFIC common stock disposed to issuer
Second direct block 30,920 shares Additional directly held FFIC common stock disposed to issuer
Exchange ratio 0.85 shares OCFC common stock per FFIC common share as merger consideration
Post-transaction FFIC holding 0 shares Beneficial ownership of FFIC common stock after merger conversions
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.
performance restricted stock units financial
"Represents previously unvested Issuer RSUs and Issuer PRSUs awarded prior to the date of the Merger Agreement..."
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.
Effective Time regulatory
"at the effective time (the Effective Time) of the merger between Issuer and Apollo Merger Sub Corp."
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..."
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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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*
Grasso Maria 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Sr. EVP & COO
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 Stock06/01/2026D68,808(1)D(2)0(3)D
Common Stock06/01/2026D30,920(4)D(2)0(3)D
Common Stock06/01/2026D15,180(5)D(2)0(3)D
Common Stock06/01/2026D12(6)D(2)0(3)I401K
Common Stock06/01/2026D655(7)D(2)0(3)ISpouse(7)
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) and performance restricted stock units (Issuer PRSUs) referenced in footnotes 4 and 5.
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 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).
5. 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).
6. 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.
7. Owned by the Reporting Person spouse.
Signed by Russell A. Fleishman under Power of Attorney by Maria A. Grasso06/02/2026
** 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 did Maria A. Grasso report in this Form 4 for FFIC?

Maria A. Grasso reported issuer dispositions of Flushing Financial common stock on June 1, 2026. Her direct, 401(k), and spouse-held shares were converted into OceanFirst common stock under the merger agreement, eliminating her beneficial ownership of Flushing common stock.

How many FLUSHING FINANCIAL (FFIC) shares were disposed of in total?

The filing shows dispositions totaling 115,575 shares of Flushing Financial common stock. These shares were held directly, through a 401(k) account, and by her spouse, and were all converted into the right to receive OceanFirst common stock under the merger terms.

What were the merger terms affecting FFIC shares in this insider filing?

Under the merger agreement, 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 resulting from this exchange were settled in cash when the merger closed on June 1, 2026.

What happened to Maria Grasso’s FFIC RSUs and PRSUs in the merger?

Previously unvested restricted stock units and performance restricted stock units awarded before the merger agreement were accelerated, vested at target for PRSUs, and converted into OceanFirst common stock at a 0.85-to-one ratio, rounded down to the nearest whole share, according to the footnotes.

How were FFIC equity awards granted after the merger agreement treated?

Unvested RSUs and PRSUs granted after the merger agreement were converted at the merger’s effective time into service-based RSUs denominated in OceanFirst common stock, at the same 0.85-to-one ratio at target, keeping the same terms except for removing performance-based vesting conditions.

Does Maria A. Grasso still beneficially own any FLUSHING FINANCIAL common stock?

According to the footnotes, after the merger’s completion Maria A. Grasso no longer beneficially owns, directly or indirectly, any shares of Flushing Financial common stock. All such holdings were converted into OceanFirst equity or related rights under the merger agreement.