FLUSHING FINANCIAL CORP·4

Jun 3, 5:17 PM ET

BUONAIUTO THOMAS 4

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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.