Bingold Michael 4

What Happened
Michael Bingold, Senior Executive Vice President of Flushing Financial Corp. (FFIC), was granted equity awards and had small routine dispositions tied to vesting. On 1/26/2026, 687 shares were withheld/sold to cover taxes at $16.10 per share for proceeds of $11,061. On 1/27/2026 he was awarded 7,040 restricted stock units (RSUs/PRSU-type awards) and there were derivative conversions/exercises recorded: 7,040 shares were acquired via conversion/exercise and 8,300 derivative-linked shares were disposed (see footnotes on non-vesting).

Key Details

• Transaction dates: 2026-01-26 (tax withholding sale of 687 shares), 2026-01-27 (award and derivative conversions).
• Sale for taxes: 687 shares @ $16.10 = $11,061 (code F — shares withheld to satisfy tax withholding).
• Awards/acquisitions: 7,040 RSU/PRSU awards granted on 1/27/2026 (no price; N/A).
• Derivative activity: 8,300 shares disposed and 7,040 shares acquired on 1/27/2026 (code M — exercise/conversion of derivative).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes of note:
  • F1: Withheld shares satisfied taxes on vesting.
  • F2: Grant of RSUs that cliff vest after three years.
  • F4: The 8,300-share disposition resulted from PRSUs not vesting (performance criteria not met) from a Jan 26, 2023 grant.
  • F5: Grant of PRSUs at target level that cliff vest at end of a three‑year performance period if metrics are met.
  • F3: Some shares are held in the Flushing Bank 401(k) plan as of 1/27/2026.
• Filing timeliness: Form 4 filed 2026-01-28 reporting transactions through 1/27/2026 — appears timely (Form 4 is due within 2 business days).

Context

• The small 687-share disposition was a tax-withholding event (routine) and not an open-market sale of additional shares. Such withholdings are common when equity awards vest.
• The awards are a mix of time-based RSUs and performance-based PRSUs. PRSUs are conditional — the 8,300-share disposition reflects PRSUs that did not vest because performance targets were not met. The newly granted PRSUs/RSUs generally cliff vest after three years if conditions are met.
• Derivative code M indicates conversion/exercise of a derivative instrument (e.g., conversion of RSUs/PRSUs to shares); in this filing that activity resulted in both acquisitions and disposals tied to vesting outcomes and tax withholding, rather than a market-driven buy or sell by the insider.