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Flushing Financial Corp director James Davison Bennett reported dispositions of common stock tied to the company’s merger with OceanFirst Financial Corporation. On June 1, 2026, he disposed of 4,800 and 107,848 shares of Flushing common stock back to the issuer at a stated price of $0.00 per share, categorized as dispositions to the issuer.
According to the merger agreement, each Flushing 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. Previously unvested restricted stock units were accelerated and converted into OceanFirst shares on the same 0.85-to-one basis. As a result of the merger, Bennett no longer beneficially owns any Flushing Financial common stock.
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.
FLUSHING FINANCIAL CORP director Alfred A. DelliBovi disposed of his remaining common stock in connection with the company’s merger with OceanFirst Financial Corporation. Two issuer dispositions on June 1, 2026 covered 4,800 and 56,685 shares of common stock at a stated price of $0.00 per share.
Under the merger terms, each FFIC share outstanding immediately before the effective time was converted into the right to receive 0.85 shares of OceanFirst common stock, with any fractional shares paid in cash. As a result of the merger closing, the reporting person no longer beneficially owns any shares of FLUSHING FINANCIAL CORP common stock, while previously unvested FFIC restricted stock units were converted into service-based RSUs denominated in OceanFirst common stock on the same 0.85-to-one basis.
Flushing Financial Corporation terminated the effectiveness of its shelf registration and deregistered any unsold securities previously registered on Form S-3. The Registration Statement (No. 333-283312) had registered up to $400,000,000 in aggregate offering price and was originally filed on November 18, 2024. The deregistration followed Flushing Financial's acquisition by OceanFirst Financial Corp., completed via a two-step merger structure, effective June 1, 2026, and the registrant has ceased offerings under that registration by filing this post-effective amendment.
Flushing Financial Corporation has completed its merger with OceanFirst Financial Corp. On June 1, 2026, Apollo Merger Sub Corp. first merged into Flushing, and immediately afterward Flushing merged into OceanFirst, leaving OceanFirst as the surviving corporation. Flushing Bank will then merge into OceanFirst Bank, National Association, which will remain as the surviving bank.
Each share of Flushing common stock was converted into the right to receive 0.85 of a share of OceanFirst common stock, with cash paid in lieu of fractional shares. Outstanding Flushing restricted stock unit awards generally vested and were converted into OceanFirst equity or replacement OceanFirst RSU awards based on the same 0.85 exchange ratio. In total, approximately 29.30 million shares of OceanFirst common stock are issuable as merger consideration. Trading in Flushing common stock was suspended after June 1, 2026, and the shares will be delisted from Nasdaq, with OceanFirst, as successor, intending to terminate Flushing’s SEC registration and reporting obligations.
Flushing Financial Corp submitted a Form 25 notification reflecting the removal of its Common Stock from listing and/or registration on the Nasdaq Stock Market LLC. The filing cites compliance with 17 CFR 240.12d2-2 and indicates the Exchange and the issuer followed applicable procedural rules.
Flushing Financial Corp EVP Theresa Kelly reported routine insider activity involving common stock. On May 21, 2026, a discretionary transaction under Rule 16b-3(f) moved 37,525 shares held in the Flushing Bank 401K plan at $15.85 per share in an interplan sale. After these entries, she directly owns 49,447 common shares.
Flushing Financial Corp president and CEO John R. Buran reported an open-market sale of common stock. On May 21, 2026, he sold 36,239 shares of Flushing Financial common stock at $15.83 per share. After this transaction, he directly holds 92,979 common shares. A separate entry shows an indirect holding of 133,156 common shares in a Flushing Bank 401K plan as of May 22, 2026.