Bingold Michael 4
4 · FLUSHING FINANCIAL CORP · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Flushing Financial (FFIC) Sr. EVP Michael Bingold Sells Shares
What Happened Michael Bingold, Senior Executive Vice President of Flushing Financial Corp. (FFIC), disposed of a total of 88,506 FFIC shares on June 1, 2026. The dispositions were not open‑market sales but conversions pursuant to the Merger Agreement with OceanFirst Financial Corporation (OCFC): each FFIC share was converted into the right to receive 0.85 OCFC shares (all fractional OCFC shares were paid in cash). No per‑share cash sale price is reported on the Form 4. As a result of the merger, the reporting person no longer beneficially owns any FFIC common stock.
Key Details
- Transaction date: June 1, 2026 (Merger effective date); Form 4 filed June 3, 2026 (timely filing).
- Shares disposed: 33,829; 28,880; 14,080; and 11,717 — total 88,506 FFIC shares.
- Consideration: conversion to OCFC common stock at 0.85 OCFC share per FFIC share (fractional OCFC shares paid in cash). 88,506 × 0.85 ≈ 75,230 OCFC shares (fractions cashed).
- Shares owned after transaction: 0 FFIC shares (footnote F3).
- Notable footnotes:
- F2: Disposition occurred under the Merger Agreement with OceanFirst; Merger closed June 1, 2026.
- F4/F5: Previously unvested RSUs/PRSUs were accelerated or converted into OCFC stock or OCFC‑denominated RSUs per the Merger Agreement.
- F6: 401(k) plan shares were also converted under the Merger Agreement.
- Transaction type code: D (Disposition to issuer via merger), not an open‑market sale.
Context
- This filing reflects the corporate merger conversion of FFIC shares into OCFC consideration, not an individual sale for cash in the market — so it is a structural change tied to the transaction rather than a trading signal by the insider.
- The Form 4 does not state cash proceeds per share (price = N/A); any holdings the reporting person now has in OCFC are not detailed in this filing.
Insider Transaction Report
Form 4
Bingold Michael
Sr. EVP
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-01−33,829→ 0 total - Disposition to Issuer
Common Stock
[F4][F2][F3]2026-06-01−28,880→ 0 total - Disposition to Issuer
Common Stock
[F5][F2][F3]2026-06-01−14,080→ 0 total - Disposition to Issuer
Common Stock
[F6][F2][F3]2026-06-01−11,717→ 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 Michael Bingold.|2026-06-03