MANDITCH DOUGLAS C 4
4 · FLUSHING FINANCIAL CORP · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
Flushing Financial (FFIC) Director Douglas Manditch Converts 61,156 Shares
What Happened
- Douglas C. Manditch, a director of Flushing Financial Corp (FFIC), disposed of a total of 61,156 FFIC shares on June 1, 2026. The filings show two dispositions to the issuer: 56,356 shares and 4,800 shares. No per-share price is reported because the shares were converted under the merger, not sold on the open market.
- Per the Merger Agreement with OceanFirst Financial Corporation (OCFC), each FFIC share was converted into the right to receive 0.85 shares of OCFC common stock; fractional shares were paid in cash. As a result of the merger, Manditch no longer beneficially owns any FFIC common stock.
Key Details
- Transaction date: June 1, 2026 (Merger closed on this date). Form 4 filed June 2, 2026 (filed the day after the transaction).
- Dispositions: 56,356 shares and 4,800 shares; total 61,156 FFIC shares. Price: N/A (conversion under merger).
- Conversion: 0.85 OCFC shares per FFIC share; fractional shares paid in cash under the Merger Agreement.
- Shares owned after transaction: 0 (Reporting Person no longer beneficially owns FFIC common stock).
- Notable footnotes: disposals were made pursuant to the Agreement and Plan of Merger dated Dec 29, 2025; previously unvested FFIC RSUs were accelerated at the Effective Time and converted into OCFC shares on the same 0.85-to-1 basis.
Context
- This was not an open-market sale by the director but a corporate-action conversion as part of FFIC’s merger with OceanFirst—more a structural change in ownership than a personal trading decision.
- The filing indicates the merger consideration was equity (OCFC shares) with cash for fractional share amounts; no cash proceeds or market sale values for the reported FFIC shares are provided in the Form 4.
Insider Transaction Report
Form 4
MANDITCH DOUGLAS C
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-01−56,356→ 0 total - Disposition to Issuer
Common Stock
[F4][F2][F3]2026-06-01−4,800→ 0 total
Footnotes (4)
- [F1]Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) referenced in footnotes 4.
- [F2]Disposed of pursuant to the Agreement and Plan of Merger, dated December 29, 2025, by and among Issuer, OceanFirst Financial Corporation (OCFC), and Apollo Merger Sub Corp. (the Merger Agreement). Pursuant to the terms of the Merger Agreement, at the effective time (the Effective Time) of the merger between Issuer and Apollo Merger Sub Corp. (the Merger), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.85 shares of OCFC common stock (the Merger Consideration). All fractional shares were paid in cash. The Merger closed on June 1, 2026.
- [F3]As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Issuer common stock.
- [F4]Represents previously unvested Issuer RSUs awarded after the date of the Merger Agreement that, pursuant to the Merger Agreement, at the Effective Time, were accelerated and vested and converted into shares of OCFC common stock, on a 0.85-to-one basis (rounded down to the nearest whole share).
Signature
Signed by Russell A. Fleishman under Power of Attorney by Douglas Manditch|2026-06-02