Form 4: FFIC EVP Kelly Reports Stock Transactions, RSU & PRSU Grants

Flushing Financial Corp's EVP, Theresa Kelly, reported recent stock transactions including an RSU grant, PRSU dispositions due to unmet performance, and new PRSU grants.

Summary

• Theresa Kelly, Executive Vice President of Flushing Financial Corp (FFIC), reported several transactions involving the company's common stock and derivative securities.
• On January 26, 2026, 229 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, 3,260 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.
• Following these transactions, Theresa Kelly directly beneficially owns 49,930 shares of common stock.
• Additionally, 35,310 shares are indirectly beneficially owned through the Flushing Bank 401(k) Savings Plan as of January 27, 2026.
• On January 27, 2026, 1,840 Performance-Based Restricted Stock Units (PRSUs) from a January 26, 2023 grant were disposed of due to performance criteria not being met, resulting in non-vesting.
• Concurrently, 1,840 new PRSUs were granted at a target level, which will cliff vest at the end of a three-year performance period if specific performance metrics are achieved.

Sentiment

Score: 5

Explanation: The filing reports routine executive compensation transactions, including grants and dispositions, which are neutral in sentiment. The non-vesting of some PRSUs due to unmet performance is a negative for the executive but a standard outcome for performance-based awards, while new grants are positive for executive incentives.

Positives

• Theresa Kelly received a grant of 3,260 Restricted Stock Units (RSUs), indicating ongoing executive compensation and alignment with company performance.
• A new grant of 1,840 Performance-Based Restricted Stock Units (PRSUs) at target level provides future incentive for achieving performance metrics.

Negatives

• 229 shares of common stock were withheld to satisfy tax obligations upon vesting, reducing the net shares received from a previous grant.
• 1,840 Performance-Based Restricted Stock Units (PRSUs) from a prior grant (January 26, 2023) did not vest because performance criteria were not met, indicating a failure to achieve specific targets.

Risks

• The newly granted 1,840 Performance-Based Restricted Stock Units (PRSUs) are subject to performance criteria over a three-year period, meaning they may not vest if the company's performance targets are not met.
• Future tax obligations upon vesting of RSUs and PRSUs could lead to further share dispositions.

Future Outlook

The newly granted Restricted Stock Units (RSUs) and Performance-Based Restricted Stock Units (PRSUs) are expected to cliff vest at the end of a three-year period, contingent on the achievement of specific performance metrics for the PRSUs.

Industry Context

This Form 4 filing is a routine disclosure of executive stock transactions, common across publicly traded companies. It reflects the compensation structure for senior management, often involving equity awards like RSUs and PRSUs to align executive incentives with shareholder interests and long-term company performance. The non-vesting of previous PRSUs due to unmet performance criteria highlights the risk-reward nature of such compensation plans.

Comparison to Industry Standards

• Executive compensation packages, including grants of RSUs and PRSUs with performance-based vesting, are standard practice in the financial services industry, similar to those offered by comparable regional banks and financial institutions.
• The use of cliff vesting over a three-year period for equity awards is a common retention and incentive mechanism, aligning with practices seen at peers like New York Community Bancorp or Dime Community Bancshares.

Related Party Transactions

• The transactions represent executive compensation in the form of equity awards (RSUs and PRSUs) granted by Flushing Financial Corp to its Executive Vice President, Theresa Kelly, which is a standard related-party transaction in corporate governance.

Stakeholder Impact

• Shareholders: The RSU and PRSU grants align executive incentives with long-term company performance, potentially benefiting shareholders if performance targets are met. The non-vesting of previous PRSUs demonstrates that performance hurdles are enforced.
• Employees: The compensation structure for executives can set a precedent or reflect the broader compensation philosophy within the company.

Next Steps

• The granted Restricted Stock Units (RSUs) are expected to cliff vest at the end of a three-year period from the grant date of January 27, 2026.
• The newly granted Performance-Based Restricted Stock Units (PRSUs) are expected to cliff vest at the end of a three-year performance period, contingent on achieving specific performance metrics.

Key Dates

Keywords

FLUSHING FINANCIAL CORP, FFIC, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Performance-Based Restricted Stock Units, RSU, PRSU, Beneficial Ownership