Form 4: FFIC CFO's Stock Transactions: RSU Grant, PRSU Forfeiture

Flushing Financial Corp's SEVP/CFO, Susan Cullen, reported recent stock transactions including an RSU grant and the forfeiture of performance-based restricted stock units.

Summary

• Susan Cullen, SEVP/CFO of Flushing Financial Corp (FFIC), reported several transactions related to her beneficial ownership.
• On January 26, 2026, 687 shares of Common Stock were disposed of at a price of $16.1 per share to satisfy tax obligations upon vesting.
• On January 27, 2026, 7,040 shares of Common Stock were acquired through a grant of Restricted Stock Units (RSUs), which are set to cliff vest at the end of a three-year period.
• Also on January 27, 2026, 7,040 Performance-Based Restricted Stock Units (PRSUs) from a January 26, 2023 grant were disposed of due to the non-vesting of these units, as the associated performance criteria were not met.
• Concurrently on January 27, 2026, a new grant of 7,040 PRSUs (at target level) was made, which will cliff vest at the end of a three-year performance period if specific performance metrics are achieved.
• Following these reported transactions, Susan Cullen directly owns 86,839 shares of Common Stock and indirectly owns 19,765 shares in a Flushing Bank 401(k) Savings Plan as of January 27, 2026.

Sentiment

Score: 4

Explanation: The filing presents a mixed picture. While new RSU and PRSU grants are positive for executive retention and future alignment, the forfeiture of a significant number of PRSUs due to unmet performance criteria from a prior grant is a notable negative, suggesting past underperformance.

Positives

• The grant of 7,040 Restricted Stock Units (RSUs) provides a future incentive for the CFO, aligning her interests with long-term company performance.
• The new grant of 7,040 Performance-Based Restricted Stock Units (PRSUs) at target level further aligns executive compensation with the achievement of specific future performance metrics over a three-year period.

Negatives

• 7,040 Performance-Based Restricted Stock Units (PRSUs) from a January 26, 2023 grant were forfeited because the required performance criteria were not met, indicating a past underperformance against set targets.

Risks

• Failure to meet performance criteria for the newly granted PRSUs could lead to future forfeitures, impacting executive compensation and potentially signaling continued underperformance.
• The non-vesting of previous PRSUs due to unmet performance criteria highlights the inherent risk in performance-based compensation if company targets are not achieved.

Future Outlook

The grant of new Performance-Based Restricted Stock Units (PRSUs) indicates a forward-looking incentive structure tied to achieving specific performance metrics over a three-year period, suggesting management's focus on future growth and operational targets.

Management Comments

• Shares withheld to satisfy taxes upon vesting.
• Grant of RSUs which cliff vest at end of three year period.
• Shares held in Flushing Bank 401(k) Savings Plan a/o 1/27/26.
• Disposition resulted from non-vesting of an equal number of PRSUs, due to performance criteria not being met, from the January 26, 2023 grant.
• Grant of PRSUs, at target level, which cliff vest at the end of the three year performance period if certain performance metrics are achieved.

Industry Context

This Form 4 filing details routine executive compensation activities, including stock grants and forfeitures, which are common practices in the financial services industry. Such compensation structures are designed to align executive incentives with shareholder interests and long-term company performance, a standard approach among publicly traded banks and financial institutions.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance-Based Restricted Stock Units (PRSUs) with multi-year vesting periods is a standard compensation practice among publicly traded financial institutions, aiming to retain key executives and incentivize performance.
• The forfeiture of PRSUs due to unmet performance criteria demonstrates the rigorous nature of such incentive plans, similar to those seen in peer banks and financial services companies where compensation is directly tied to achieving specific operational or financial targets.

Stakeholder Impact

• Shareholders: Executive compensation is tied to future performance, potentially aligning management interests with shareholder value creation. However, the forfeiture of PRSUs due to unmet performance targets could be a concern regarding past operational execution.
• Employees: The filing pertains specifically to executive compensation and does not directly impact the broader employee base.

Next Steps

• Achievement of specific performance metrics over the next three years for the newly granted Performance-Based Restricted Stock Units (PRSUs).
• Vesting of the newly granted Restricted Stock Units (RSUs) at the end of their three-year vesting period.

Key Dates

Recommendation

The filing presents a mixed signal for investors. While the CFO received new RSU and PRSU grants, indicating continued commitment and future incentive, the forfeiture of a significant number of PRSUs from a prior grant due to unmet performance criteria is a negative indicator. This suggests that the company may have underperformed against its internal targets. Investors should hold and monitor future performance reports to assess whether the new PRSU targets are achievable and if overall company performance improves.

Keywords

FFIC, Flushing Financial Corp, Susan Cullen, Form 4, SEC Filing, Insider Trading, Restricted Stock Units, Performance-Based Restricted Stock Units, Executive Compensation, Stock Grant, Stock Forfeiture, CFO