Flushing Financial (NASDAQ: FFIC) deregisters $400M shelf after merger

Rhea-AI Filing Summary

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.

Insights

M&A Integration Specialist

Deregistration reflects legal housekeeping after the completed merger.

The filing records a post-effective amendment that terminates the Form S-3 registration that had covered up to $400,000,000. It ties the action directly to the two-step merger in which OceanFirst Financial Corp. became the surviving corporation, effective June 1, 2026.

The action is procedural: the registration was ended and unsold or unissued securities were removed from registration per the registrant's undertakings. Subsequent filings from the surviving company may describe any capital plans under OceanFirst's registration platform.

Corporate Securities Lawyer

Post-effective amendment complies with registration undertakings tied to a merger closing.

The amendment cites the Registration Statement (No. 333-283312) and invokes the Part II undertaking to remove unsold registered securities by post-effective amendment after termination of the offering. The filing explicitly states the Registrant "terminates the effectiveness" of the S-3.

Key qualifier: the deregistration follows the Merger Agreement dated December 29, 2025. Parties seeking details on remaining capital structures should consult OceanFirst's filings for any transfer or re-registration of securities.

Key Figures

Registered shelf capacity: $400,000,000 Registration number: 333-283312 Deregistration effective date: June 1, 2026 +2 more

5 metrics

Registered shelf capacity $400,000,000 aggregate offering price on Form S-3

Registration number 333-283312 Form S-3 referenced in post-effective amendment

Deregistration effective date June 1, 2026 Merger closing date and effective date of deregistration

Original filing date November 18, 2024 date the Registration Statement was filed

Merger agreement date December 29, 2025 date of the Agreement and Plan of Merger

Key Terms

Post-Effective Amendment, Form S-3, First-Step Merger, Second-Step Merger

4 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment is being filed in accordance"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-3 regulatory

"Registration Statement on Form S-3 (Registration No. 333-283312)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

First-Step Merger corporate

"Merger Sub merged with and into the Registrant (the "First-Step Merger")"

Second-Step Merger corporate

"the Surviving Entity merged with and into Parent (the "Second-Step Merger")"

A second-step merger is the final legal move in a two-step takeover: after a buyer first wins control by buying enough shares from the market, it completes a merger to acquire the remaining shares and make the acquired business a full subsidiary. It matters to investors because the merger usually fixes the price for any remaining shareholders, ends public trading of the target, and determines how and when minority holders get paid—like a buyer who first buys most of a house and then pays to own the rest outright.

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

Add on Google Not now

As filed with the Securities and Exchange Commission on June 1, 2026

Registration No. 333-283312

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Flushing Financial Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware		11-3209278
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

220 RXR Plaza

Uniondale, NY 11556

(Address of Principal Executive Offices, including Zip Code)

Christopher D. Maher

OceanFirst Financial Corp.

110 West Front Street

Red Bank, New Jersey 07701

(732) 240-4500

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

Effective June 1, 2026, Flushing Financial Corporation (the “Registrant”) was acquired by OceanFirst Financial Corp., a Delaware corporation (“Parent”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 29, 2025, by and among Parent, Apollo Merger Sub Corp., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and the Registrant. On the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub merged with and into the Registrant (the “First-Step Merger”), with the Registrant continuing as the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent (the “Surviving Entity”), and (ii) immediately thereafter, the Surviving Entity merged with and into Parent (the “Second-Step Merger” and, together with the First-Step Merger, the “Mergers”), with Parent continuing as the surviving corporation in the Second-Step Merger (the “Surviving Corporation”).

As a result of the Mergers, the Registrant has terminated all offerings and sales of the Registrant’s securities under the below-listed Registration Statement on Form S-3 (the “Registration Statement”), which was previously filed with the Securities and Exchange Commission (the “SEC”). Accordingly, the Registrant is filing this Post-Effective Amendment (the “Post-Effective Amendment”) to the Registration Statement to deregister any and all securities registered but unsold or otherwise unissued thereunder:

1. Registration Statement on Form S-3 (Registration No. 333-283312), filed with the SEC on November 18, 2024, registering the offer and sale of up to $400,000,000 in aggregate offering price of the Registrant’s debt securities, preferred stock, depository shares, common stock, par value $0.01 per share, warrants and units.

The Registrant, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement. This Post-Effective Amendment is being filed in accordance with undertakings made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Red Bank, State of New Jersey, on June 1, 2026.

FLUSHING FINANCIAL CORPORATION

(Registrant)

By: OCEANFIRST FINANCIAL CORP., as successor by merger

/s/ Christopher D. Maher

Name: Christopher D. Maher

Title: Chief Executive Officer

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

What did Flushing Financial (FFIC) file on June 1, 2026?

Flushing Financial filed a post-effective amendment to deregister unsold securities, ending the effectiveness of its Form S-3 registration. The amendment cancels securities registered under Registration No. 333-283312 following the merger with OceanFirst Financial Corp.

How large was the shelf registration that was deregistered?

The Form S-3 registered up to $400,000,000 in aggregate offering price. The post-effective amendment expressly terminates that registration and removes any unsold or unissued securities registered thereunder.

Why did Flushing Financial deregister the securities?

The deregistration was executed because Flushing Financial was acquired by OceanFirst Financial Corp. via a two-step merger, effective June 1, 2026, and the registrant ceased offerings under the registration as a result.

When was the original registration statement filed?

The Registration Statement on Form S-3 (No. 333-283312) was filed on November 18, 2024, and it covered debt securities, preferred stock, depository shares, common stock, warrants and units up to the stated aggregate amount.

Does this filing indicate OceanFirst will register replacement securities?

This filing only terminates Flushing Financial's registration and does not state whether OceanFirst will register replacement securities. Any re-registration or capital plans would be disclosed in OceanFirst Financial Corp.'s subsequent filings.