BUONAIUTO THOMAS 4
4 · FLUSHING FINANCIAL CORP · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Flushing Financial (FFIC) SEVP Thomas Buonaiuto Sells Shares
What Happened
Thomas Buonaiuto, Senior Executive Vice President of Flushing Financial Corp. (FFIC), reported dispositions of FFIC common stock on June 1, 2026. The Form 4 shows four dispositions to the issuer totaling 43,942 shares (5,592; 24,259; 14,080; 11). No per-share prices are shown on the Form 4 because the dispositions resulted from the closing of the merger between Flushing Financial and OceanFirst Financial Corporation (OCFC); at the effective time each FFIC share was converted into the right to receive 0.85 shares of OCFC common stock (fractional shares paid in cash). The Merger closed June 1, 2026, and the reporting person no longer beneficially owns any FFIC common stock.
Key Details
- Transaction date: June 1, 2026. Filing date (Form 4): June 3, 2026 (timely under the usual two-business-day rule).
- Dispositions: 5,592; 24,259; 14,080; and 11 FFIC shares (total 43,942). Price per share: N/A (conversion pursuant to merger).
- Shares owned after transaction: 0 FFIC shares (per footnote F3).
- Merger conversion: Each FFIC share converted into 0.85 OCFC shares; fractional shares paid in cash (footnote F2).
- Related award conversions: Previously unvested Issuer RSUs/PRSUs were accelerated or converted into OCFC shares or OCFC-denominated RSUs per the Merger Agreement (footnotes F4 & F5). 401(k) FFIC shares were also converted to the Merger consideration (footnote F6).
Context
These were not open-market sales but dispositions required by the Merger Agreement—effectively an in-kind conversion of FFIC equity into OCFC equity (and cash for fractions). Such merger-related conversions are administrative and do not alone indicate insider sentiment about the combined company. The Form 4 only reports FFIC security disposition; any resulting OCFC holdings (from converted shares or awards) would be reflected separately if required.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-01−5,592→ 0 total - Disposition to Issuer
Common Stock
[F4][F2][F3]2026-06-01−24,259→ 0 total - Disposition to Issuer
Common Stock
[F5][F2][F3]2026-06-01−14,080→ 0 total - Disposition to Issuer
Common Stock
[F6][F2][F3]2026-06-01−11→ 0 total
Footnotes (6)
- [F1]Excludes the shares of Issuer common stock underlying previously unvested restricted stock units (Issuer RSUs) and performance restricted stock units (Issuer PRSUs) referenced in footnotes 4 and 5.
- [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 and Issuer PRSUs awarded prior to the date of the Merger Agreement that, pursuant to the Merger Agreement, at the Effective Time, were accelerated and vested (at target for any Issuer PRSUs) and converted into shares of OCFC common stock, on a 0.85-to-one basis (rounded down to the nearest whole share).
- [F5]Represents previously unvested Issuer RSUs and Issuer PRSUs awarded after the date of the Merger Agreement that, pursuant to the Merger Agreement, at the Effective Time, were converted into service-based RSUs denominated in shares of OCFC common stock (at target for any Issuer PRSUs), on a 0.85-to-one basis (rounded down to the nearest whole share) (and which remained subject to the same terms and conditions applicable to such Issuer RSUs and Issuer PRSUs other than any performance conditions or performance-based vesting).
- [F6]Consists of shares of Issuer common stock credited to the Reporting Person 401(k) account at the Issuer 401(k) Savings Plan, which pursuant to the terms of the Merger Agreement, at the Effective Time were converted into the right to receive the Merger Consideration. All fractional shares were paid in cash.