SEC Form 4 · accession 0001577672-26-000004
FLUSHING FINANCIAL CORP · FFIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Bingold
Officer — Sr. EVP
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 3:43 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000923139
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 1, 2026 | D | 33,829 | — | D | 0 | D | |
| Common StockF4,F2,F3 | Jun 1, 2026 | D | 28,880 | — | D | 0 | D | |
| Common StockF5,F2,F3 | Jun 1, 2026 | D | 14,080 | — | D | 0 | D | |
| Common StockF6,F2,F3 | Jun 1, 2026 | D | 11,717 | — | D | 0 | I | 401K |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Excludes 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.
- F2Disposed 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.
- F3As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
- F4Represents 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).
- F5Represents 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).
- F6Consists 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.