Burrowes Astrid 4
4 · FLUSHING FINANCIAL CORP · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Flushing Financial EVP Astrid Burrowes Sells All FFIC Shares
What Happened
- Astrid Burrowes, Executive Vice President of Flushing Financial Corp. (FFIC), disposed of a total of 88,090 shares of FFIC common stock on June 1, 2026. The dispositions (37,425; 10,856; 5,600; 34,209 shares) occurred pursuant to the Agreement and Plan of Merger among FFIC, OceanFirst Financial Corporation (OCFC), and Apollo Merger Sub Corp. The merger 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 (all fractional OCFC shares were paid in cash). The Form 4 reports no per-share price (N/A) and does not state a dollar value for the dispositions. After the merger, the reporting person no longer beneficially owns any FFIC common stock.
Key Details
- Transaction date: June 1, 2026 (Form 4 filed June 3, 2026; Period of Report: 2026-06-01).
- Shares disposed: 37,425 + 10,856 + 5,600 + 34,209 = 88,090 FFIC shares. Price: N/A on Form 4; consideration was conversion to OCFC shares at 0.85 OCFC per FFIC share; fractional shares paid in cash.
- Shares owned after transaction: 0 FFIC shares (per footnote F3).
- Notable footnotes:
- F2: Dispositions made pursuant to the Merger Agreement; Merger Consideration = 0.85 OCFC shares per FFIC share.
- F4–F5: Previously unvested FFIC RSUs/PRSUs were accelerated or converted into OCFC shares/RSUs per the Merger Agreement (some vested at target; some converted to OCFC service-based RSUs).
- F6: FFIC 401(k) plan shares were also converted to the Merger Consideration with cash for fractions.
- F1: Counts exclude shares underlying previously unvested RSUs/PRSUs referenced in F4–F5.
- Filing timeliness: Form lists the transactions on June 1 and was filed June 3; the filing does not indicate a late filing code.
Context
- This was not an open-market sale but a merger-related disposition/conversion: FFIC shares were exchanged for OCFC consideration under the merger terms. Such merger conversions are routine corporate transactions and do not necessarily indicate the insider’s view on the combined company.
- If you want to know the monetary value received, check OCFC’s stock price around the merger effective time to estimate the cash/stock value (88,090 × 0.85 = 74,876.5 OCFC shares before cashing out fractional share).
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-01−37,425→ 0 total - Disposition to Issuer
Common Stock
[F4][F2][F3]2026-06-01−10,856→ 0 total - Disposition to Issuer
Common Stock
[F5][F2][F3]2026-06-01−5,600→ 0 total - Disposition to Issuer
Common Stock
[F6][F2][F3]2026-06-01−34,209→ 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 Power of Attorney by Astrid Burrowes|2026-06-03