Form 4: Flushing Financial Corp Merger Completes, Ownership Changes

Flushing Financial Corp announces the completion of its merger with Apollo Merger Sub Corp, resulting in changes to beneficial ownership for Director Louis C. Grassi.

Summary

• This filing reports changes in beneficial ownership for Louis C. Grassi, a Director of Flushing Financial Corp (FFIC).
• The changes are a result of the merger between FFIC and Apollo Merger Sub Corp, which closed on June 1, 2026.
• As part of the merger, each share of FFIC common stock was converted into the right to receive 0.85 shares of OceanFirst Financial Corporation (OCFC) common stock.
• Fractional shares were paid in cash.
• Following the merger, Louis C. Grassi no longer beneficially owns any shares of FFIC common stock directly or indirectly.
• Previously unvested restricted stock units (RSUs) were converted into service-based RSUs denominated in OCFC common stock on a 0.85-to-one basis.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, primarily reporting the completion of a merger and the resulting ownership changes as per regulatory requirements. It does not contain new financial performance data or strategic initiatives.

Positives

• The merger transaction has been successfully completed as of June 1, 2026.
• Previously unvested RSUs have been converted into new RSUs denominated in OCFC common stock, preserving their value and terms.

Negatives

• Louis C. Grassi no longer holds any direct or indirect beneficial ownership of Flushing Financial Corp common stock following the merger.

Risks

• The filing does not explicitly mention any new risks associated with the merger completion itself, but the conversion of shares implies a change in the underlying investment for stakeholders.

Future Outlook

The future outlook is tied to the performance of OceanFirst Financial Corporation (OCFC) as shares of FFIC have been converted into OCFC shares. The filing itself does not provide specific forward-looking guidance for FFIC.

Management Comments

• The filing indicates that the merger was executed according to the Agreement and Plan of Merger dated December 29, 2025.
• The conversion of shares and RSUs was performed according to the terms of the Merger Agreement.

Industry Context

StockSavvy.ai notes that this Form 4 filing is a standard disclosure following the completion of a significant corporate event, the merger of Flushing Financial Corp with Apollo Merger Sub Corp. Such filings are crucial for transparency regarding ownership changes among insiders and directors, especially in the context of M&A activity within the financial services sector.

Comparison to Industry Standards

• The conversion ratio of 0.85 shares of OCFC common stock for each share of FFIC common stock is a specific term of the merger agreement, reflecting the negotiated valuation between the two entities.
• The treatment of fractional shares by paying cash is a common practice in mergers and acquisitions across the financial industry to simplify share distribution.

Stakeholder Impact

• Shareholders of Flushing Financial Corp are now shareholders of OceanFirst Financial Corporation, with their investment converted at a specified ratio.
• Director Louis C. Grassi's beneficial ownership in Flushing Financial Corp has ceased, with any new holdings in OceanFirst Financial Corporation subject to separate disclosures.

Next Steps

• Shareholders of Flushing Financial Corp will now hold shares of OceanFirst Financial Corporation.
• Ongoing reporting will likely be under the OceanFirst Financial Corporation umbrella.

Key Dates

Keywords

FFIC, Flushing Financial Corp, Merger, SEC Form 4, Beneficial Ownership, Louis C. Grassi, OceanFirst Financial Corporation, OCFC, Restricted Stock Units, Director