Form 4: FFIC EVP Kelly Converts Shares in OceanFirst Merger

Theresa Kelly, EVP of Flushing Financial Corp, converted all her beneficial ownership in FFIC common stock into OceanFirst Financial Corporation shares following the merger closure on June 1, 2026.

Summary

• EVP Theresa Kelly reported the disposition of all her beneficial ownership in Flushing Financial Corp (FFIC) common stock.
• The transaction occurred on June 1, 2026, coinciding with the closing of the merger between FFIC and Apollo Merger Sub Corp., a subsidiary of OceanFirst Financial Corporation (OCFC).
• Each share of FFIC common stock was converted into the right to receive 0.85 shares of OCFC common stock, with fractional shares paid in cash.
• Kelly disposed of 39,011 shares of directly owned common stock.
• Additionally, 15,956 previously unvested restricted stock units (RSUs) and performance restricted stock units (PRSUs) were accelerated, vested, and converted into OCFC common stock on a 0.85-to-one basis.
• Another 5,100 unvested RSUs and PRSUs, awarded after the merger agreement date, were converted into service-based RSUs denominated in OCFC common stock, also on a 0.85-to-one basis.
• 22 shares of FFIC common stock held in Kelly's 401(k) account were also converted into the merger consideration.
• Following these transactions, Kelly no longer beneficially owns any shares of FFIC common stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it is a mandatory disclosure of an executive's equity conversion following a pre-announced merger, rather than an indicator of new company performance or strategic direction.

Positives

• The merger successfully closed, indicating the completion of a strategic transaction for FFIC shareholders.
• Unvested restricted stock units and performance restricted stock units were accelerated and vested (at target for PRSUs) for a portion of the reporting person's holdings (15,956 shares), converting into OCFC common stock.

Negatives

• The reporting person no longer holds any direct or indirect beneficial ownership in Flushing Financial Corp, which ceases to exist as an independent entity for shareholders.

Risks

• The filing itself does not detail specific risks for the company or the reporting person beyond the completion of the merger and the conversion of shares.

Future Outlook

The filing does not provide a future outlook for the combined entity or the reporting person's future role, beyond the conversion of equity holdings.

Management Comments

• No direct quotes or paraphrased statements from company management are included in this Form 4 filing.

Industry Context

StockSavvy.ai notes that this Form 4 filing confirms the successful completion of the merger between Flushing Financial Corp and OceanFirst Financial Corporation, a common strategy in the banking sector for consolidation, achieving economies of scale, and expanding market reach. Such mergers often aim to enhance shareholder value through synergy realization and increased operational efficiency, particularly relevant in a competitive financial services landscape.

Comparison to Industry Standards

• Not applicable, as this Form 4 reports an individual's transaction resulting from a merger, rather than company performance metrics that can be benchmarked against industry standards or specific comparable companies/projects.

Management Changes

Corporate Governance

Legal Proceedings

• No litigation or regulatory matters are mentioned in this Form 4 filing.

Related Party Transactions

• The merger itself can be considered a significant transaction involving related parties (FFIC and OCFC as the acquiring entity), leading to the conversion of the reporting person's equity.

Stakeholder Impact

• Shareholders: FFIC shareholders, including the reporting person, have had their shares converted into OCFC common stock, changing their investment vehicle.
• Employees: The filing indicates that some unvested equity awards were converted into OCFC-denominated awards, suggesting continuity for some employee equity incentives post-merger.

Next Steps

• The reporting person now holds shares and/or restricted stock units in OceanFirst Financial Corporation (OCFC).
• The combined entity, OceanFirst Financial Corporation, will continue its operations, integrating Flushing Financial Corp's assets and liabilities.

Key Dates

Keywords

FFIC, OceanFirst Financial Corporation, OCFC, merger, Form 4, beneficial ownership, equity conversion, restricted stock units, performance restricted stock units, banking industry, executive compensation