Form 4: FFIC Sr. EVP Bingold's Equity Transactions

Michael Bingold, Senior Executive Vice President of Flushing Financial Corp, reported recent equity transactions including RSU and PRSU grants, and non-vesting of prior PRSUs.

Summary

• Michael Bingold, Sr. EVP, reported transactions on January 26 and 27, 2026.
• 687 shares of Common Stock were withheld on January 26, 2026, at $16.1 per share to cover taxes upon vesting.
• On January 27, 2026, 7,040 shares of Common Stock were granted as Restricted Stock Units (RSUs), which will cliff vest after a three-year period.
• 8,300 Performance Restricted Stock Units (PRSUs) from a January 26, 2023 grant did not vest because performance criteria were not met.
• A new grant of 7,040 PRSUs (at target level) was made on January 27, 2026, which will cliff vest after a three-year performance period if specific metrics are achieved.
• Following these transactions, Michael Bingold directly owns 58,509 shares of Common Stock and indirectly owns 10,298 shares in a 401(k) Savings Plan.

Sentiment

Score: 4

Explanation: The filing presents a mixed picture. While new equity grants (RSUs and PRSUs) are positive for executive alignment, the non-vesting of a significant number of prior PRSUs due to unmet performance criteria is a clear negative signal regarding past performance.

Positives

• Grant of 7,040 Restricted Stock Units (RSUs) on January 27, 2026, indicating future equity participation.
• Grant of 7,040 Performance Restricted Stock Units (PRSUs) on January 27, 2026, aligning executive incentives with future company performance.

Negatives

• 8,300 Performance Restricted Stock Units (PRSUs) from a January 26, 2023 grant did not vest due to performance criteria not being met.
• 687 shares of Common Stock were withheld to satisfy taxes upon vesting, reducing direct ownership.

Risks

• Future vesting of 7,040 PRSUs is contingent upon achieving certain performance metrics over a three-year period.
• The non-vesting of 8,300 PRSUs from a prior grant highlights the risk of performance criteria not being met for incentive compensation.

Future Outlook

The future vesting of 7,040 Restricted Stock Units (RSUs) and 7,040 Performance Restricted Stock Units (PRSUs) is contingent on a three-year cliff vesting period, with PRSUs also requiring the achievement of specific performance metrics.

Industry Context

This Form 4 filing details routine executive equity compensation transactions, including grants and vesting events. Such filings are common across the financial services industry as a mechanism for executive incentive alignment and retention. The non-vesting of performance-based units suggests that specific company or individual performance targets were not met, which is a standard outcome in performance-based compensation structures.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs) with three-year cliff vesting periods is a common practice in executive compensation across the financial sector, aligning executive interests with long-term shareholder value.
• The non-vesting of PRSUs due to unmet performance criteria is also a standard feature of such plans, demonstrating the 'at-risk' component of performance-based pay, comparable to similar structures at peer institutions like JPMorgan Chase or Bank of America, where executive bonuses and equity often depend on achieving specific financial or operational targets.

Stakeholder Impact

• Shareholders: The non-vesting of PRSUs indicates that prior performance targets were not met, which could be a concern. New grants align executive incentives with future performance.

Next Steps

• The newly granted 7,040 RSUs will cliff vest at the end of a three-year period.
• The newly granted 7,040 PRSUs will cliff vest at the end of a three-year performance period, contingent on achieving specific performance metrics.

Key Dates

Recommendation

The filing presents a mixed signal. While new equity grants for a Senior EVP are a positive for future alignment, the non-vesting of a substantial number of previously granted performance-based units due to unmet criteria is a concern regarding past performance. This suggests potential headwinds or underperformance relative to internal targets. Investors should hold and monitor future performance and subsequent filings for clearer indications of the company's trajectory and management's ability to meet strategic objectives.

Keywords

FFIC, Flushing Financial Corp, Michael Bingold, Form 4, Insider Trading, Equity Grant, RSU, PRSU, Stock Ownership, Executive Compensation, Performance Criteria