Cullen Susan 4

What Happened

• Susan Cullen, Senior EVP & CFO of Flushing Financial Corp (FFIC), reported a small tax-withholding sale and simultaneous share-award/derivative activity.
• On 2026-01-26, 687 shares were withheld to satisfy taxes upon vesting at $16.10 per share (value reported $11,061) — the filing records this as a disposition (tax withholding).
• On 2026-01-27 the filing shows a 7,040-share award grant (share-based awards) and related exercise/conversion of 7,040 derivative units that appear as both a disposition and an acquisition in the filing (no cash price reported). Footnotes indicate some prior performance-based RSUs did not vest and were canceled, and new awards were granted that cliff-vest after three years if performance/vesting conditions are met.

Key Details

• Transaction dates: 2026-01-26 (tax withholding) and 2026-01-27 (award grant and derivative conversion).
• Withheld shares: 687 shares @ $16.10 = $11,061 (tax withholding disposition).
• Awards/derivatives: 7,040-share award grant reported; conversion/exercise of 7,040 derivative units shown as both disposed and acquired (no per-share price disclosed).
• Shares owned after the transactions: not specified in the filing; filing notes shares held in the Flushing Bank 401(k) Savings Plan as of 1/27/26.
• Relevant footnotes from the filing:
  • F1: Shares withheld to satisfy taxes upon vesting.
  • F2: Grant of RSUs which cliff vest at the end of three-year period.
  • F4: A disposition resulted from non-vesting (cancellation) of an equal number of PRSUs from a Jan 26, 2023 grant because performance criteria were not met.
  • F5: Grant of performance RSUs (PRSUs) at target level that cliff-vest at the end of a three-year performance period if metrics are achieved.
• Filing date: 2026-01-28 covering activity on 1/26–1/27/2026; this appears to be filed within the typical Form 4 reporting window.

Context

• The 687-share disposition was a routine tax-withholding event tied to vesting, not an open-market sale; such withholdings are common and do not necessarily indicate a change in the insider’s view of the company.
• The award/grant entries and the derivative exercise/conversion reflect equity compensation mechanics (RSUs/PRSUs converting to or being cancelled as performance outcomes are determined). No cash purchases or open-market sales were reported.
• For retail investors: grants and conversions document compensation and vesting outcomes; purchases are generally more indicative of bullish insider sentiment. These filings are factual records of compensation-related activity rather than a direct buy/sell signal.