FFIC Flushing Financial Corp - 8-K

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the Closing Date, Flushing notified The Nasdaq Stock Market LLC (“ Nasdaq ”) of the closing of the Mergers and requested that Nasdaq (i) suspend trading of Flushing Common Stock after the close of trading on June 1, 2026, (ii) withdraw Flushing Common Stock from listing on Nasdaq and (iii) file with the SEC a notification on Form 25 of delisting of Flushing Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). As a result, trading in Flushing Common Stock was suspended after the close of trading on June 1, 2026. Flushing Common Stock will be delisted from Nasdaq upon the effectiveness of the Form 25.

Additionally, OceanFirst, as successor to Flushing, intends to file with the SEC as promptly as possible a certification on Form 15 requesting the termination of registration of Flushing Common Stock under Section 12(g) of the Exchange Act and the suspension of Flushing’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03. Material Modifications to Rights of Security Holders.

At the Effective Time, each holder of a certificate or book-entry share representing any shares of Flushing Common Stock ceased to have any rights with respect thereto, except the right to receive the consideration described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, all of the directors of Flushing ceased serving in their capacity as directors of Flushing. In addition, all of the officers of Flushing, including all Section 16 executive officers, ceased serving in their capacity as officers of Flushing.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit No.

Description

2.1

Agreement and Plan of Merger, dated as of December 29, 2025, by and among Flushing Financial Corporation, OceanFirst Financial Corp. and Apollo Merger Sub Corp. (incorporated by reference to Exhibit 2.1 of Flushing Financial Corporation’s Form 8-K filed with the SEC on January 5, 2026 (File No. 001-33013))*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.