BURAN JOHN R 4
4 · FLUSHING FINANCIAL CORP · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Flushing Financial (FFIC) CEO John R. Buran Disposes Shares in Merger
What Happened
- John R. Buran, President & CEO and director of Flushing Financial Corp. (FFIC), had four dispositions on June 1, 2026 totaling 266,583 FFIC shares (44,579; 57,550; 31,200; 133,254). The transactions were dispositions to the issuer pursuant to the merger agreement, not open‑market sales. No per‑share price is reported for these dispositions (N/A).
- The merger between FFIC and OceanFirst Financial Corporation (OCFC) closed on June 1, 2026. Under the Merger Agreement, 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, the reporting person no longer beneficially owns any FFIC common stock.
Key Details
- Transaction date: 2026-06-01 (Form 4 filed 2026-06-03).
- Transaction type: Disposition to issuer under the Merger Agreement (code D on the Form 4). Reported share lots: 44,579; 57,550; 31,200; 133,254 (total 266,583).
- Price/Value: Per‑share price not reported (N/A); consideration was conversion into OCFC shares at a 0.85:1 ratio; fractional shares paid in cash.
- Shares owned after transaction: 0 FFIC shares (reporting person no longer beneficially owns FFIC common stock) (see footnote F3).
- Notable footnotes:
- F2: Dispositions occurred pursuant to the Agreement and Plan of Merger dated Dec 29, 2025; Merger closed June 1, 2026.
- F4/F5: Previously unvested RSUs/PRSUs were accelerated or converted into OCFC RSUs/shares per the Merger Agreement (converted at 0.85:1, rounded down).
- F6: FFIC shares held in the reporting person’s 401(k) were converted into the merger consideration.
- Filing timeliness: Form filed June 3, 2026 for a June 1 transaction (appears to be a timely Form 4 filing).
Context
- These were merger-driven conversions/dispositions, not open‑market sales—so they reflect the corporate transaction mechanics (conversion into OCFC stock and cash for fractional shares) rather than voluntary insider selling for cash.
- The Form 4 reports loss of FFIC beneficial ownership; any resulting OCFC holdings or new Form 4/5 disclosures would be reported separately under OCFC filings.
Insider Transaction Report
Form 4
BURAN JOHN R
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-01−44,579→ 0 total - Disposition to Issuer
Common Stock
[F4][F2][F3]2026-06-01−57,550→ 0 total - Disposition to Issuer
Common Stock
[F5][F2][F3]2026-06-01−31,200→ 0 total - Disposition to Issuer
Common Stock
[F6][F2][F3]2026-06-01−133,254→ 0 total(indirect: By 401(k))
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.
Signature
Signed by Russell A. Fleishman under POA by John R. Buran|2026-06-03