Kelly Theresa 4
4 · FLUSHING FINANCIAL CORP · Filed Jun 2, 2026
Research Summary
AI-generated summary of this filing
Flushing Financial (FFIC) EVP Theresa Kelly Disposes 60,089 Shares
What Happened
Theresa Kelly, Executive Vice President of Flushing Financial Corp (FFIC), reported dispositions of 39,011, 15,956, 5,100 and 22 FFIC shares (total 60,089 shares) on June 1, 2026. These were dispositions to the issuer in connection with FFIC’s merger with OceanFirst Financial Corporation (OCFC). Under the merger terms each FFIC share converted into the right to receive 0.85 OCFC shares (fractional shares paid in cash); the merger closed June 1, 2026. No per-share price or cash value for the converted FFIC shares is provided on the Form 4 (listed as N/A). The filing states Ms. Kelly no longer beneficially owns any FFIC common stock after the merger.
Key Details
- Transaction date: 2026-06-01 (reported on Form 4 filed 2026-06-02). Filing appears timely.
- Dispositions: 39,011; 15,956; 5,100; 22 — total 60,089 FFIC shares (transaction code D: disposition to issuer). Prices listed as N/A.
- Conversion: Merger consideration was 0.85 OCFC shares per FFIC share; 60,089 × 0.85 ≈ 51,075.65 — approximately 51,075 OCFC shares after rounding down, with fractional shares paid in cash.
- Shares owned after transaction: 0 (reporting person “no longer beneficially owns, directly or indirectly, any shares of Issuer common stock”).
- Notable footnotes: (F2) dispositions were pursuant to the merger agreement; (F4–F5) previously unvested RSUs/PRSUs were accelerated or converted to OCFC shares/RSUs per merger terms; (F6) 401(k) plan shares were converted too.
Context
These disposals are corporate-merger conversions (not open-market sales) — FFIC shares were converted into OCFC consideration per the merger agreement. For retail investors, this is a transaction driven by corporate deal mechanics rather than an insider selling into the market; no cash sale prices on the Form 4 are reported.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-01−39,011→ 0 total - Disposition to Issuer
Common Stock
[F4][F2][F3]2026-06-01−15,956→ 0 total - Disposition to Issuer
Common Stock
[F5][F2][F3]2026-06-01−5,100→ 0 total - Disposition to Issuer
Common Stock
[F6][F2]2026-06-01−22→ 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.