10-K/A: Flushing Financial Amends 10-K, Details Governance & 2025 Performance

Sentiment:

Annual Report Amendment 31 March 2026 4:55 PM

📋All filings for Flushing Financial CORP

Flushing Financial Corporation filed an amended annual report to update corporate governance details, executive compensation, and affirm strong 2025 financial performance ahead of its merger with OceanFirst Financial Corp.

Better than expectedThe company's 2025 Total Shareholder Return (TSR) of 13.34% significantly exceeded the 2.35% peer group median.The annual dividend yield of 5.80% as of December 31, 2025, was substantially higher than the bank industry average of 2.24%.Average total deposits increased by 2.8% to $7.5 billion, and the cost of funds decreased by 10.3% to 3.14%.All capital ratios (Tier 1 leverage, Common equity tier 1, Tier-1 risk-based, and Total risk-based capital) significantly exceeded regulatory well-capitalized thresholds.

Summary

Flushing Financial Corporation filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, to include information required by Part III (Directors, Executive Officers and Corporate Governance) and to incorporate an inadvertently omitted Insider Trading Policy as Exhibit 19.
The company reported strong financial performance for 2025, including a Total Shareholder Return (TSR) of 13.34%, significantly exceeding the peer group median of 2.35%.
Dividends paid were $0.88 per common share, resulting in an annual dividend yield of 5.80% as of December 31, 2025, which is above the bank industry average of 2.24%.
Average total deposits increased by 2.8% to $7.5 billion, and the cost of funds decreased by 10.3% to 3.14% during 2025.
Noninterest-bearing deposits grew 12% year-over-year, constituting 13% of total deposits, indicating a stable, low-cost funding base.
Capital ratios remained strong and exceeded regulatory well-capitalized thresholds, with Tier 1 leverage at 8.52%, Common equity tier 1 at 10.61%, Tier-1 risk-based at 11.36%, and Total risk-based capital at 14.90%.
Executive officers received annual incentive awards payouts of 98% of target based on 2025 financial performance.
The company entered into a definitive merger agreement with OceanFirst Financial Corp. in December 2025, an all-stock transaction where Flushing Bank will merge into OceanFirst Bank, N.A.
In connection with the pending merger, retention award agreements were made with key executives, and retiree health and welfare plans were terminated with one-time cash payments to named executive officers.
The 2023 performance-based restricted stock units did not vest, resulting in a 0% payout, as achievement of performance goals (total charge-offs and increase in tangible book value per share) fell below threshold levels for the 2023-2025 performance period.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this filing positively due to strong 2025 financial performance, robust capital position, and a strategic merger announcement, despite some past underperformance in long-term incentive vesting.

Positives

Total Shareholder Return (TSR) of 13.34% in 2025 significantly outpaced the peer group median of 2.35%.
Annual dividend yield of 5.80% as of December 31, 2025, was substantially higher than the bank industry average of 2.24%.
Average total deposits increased by 2.8% to $7.5 billion, demonstrating growth in funding.
Cost of funds decreased by 10.3% to 3.14%, indicating improved efficiency in managing liabilities.
Noninterest-bearing deposits increased 12% year-over-year, providing a stable and low-cost funding source.
Capital ratios (Tier 1 leverage: 8.52%, Common equity tier 1: 10.61%, Tier-1 risk-based: 11.36%, Total risk-based: 14.90%) all significantly exceeded regulatory well-capitalized thresholds.
The company has a robust corporate governance structure with 10 out of 11 board members deemed independent.
Adoption of an Insider Trading Policy and an Anti-hedging/Pledging Policy for executives and directors aligns interests with shareholders and mitigates risk.
The Compensation Committee engaged independent consultants (Pearl Meyer and Aon Consulting) to ensure competitive and performance-aligned executive compensation.
The company adopted a clawback policy consistent with Exchange Act Rule 10D-1 and NASDAQ Listing Rule 5608 in October 2023, enhancing accountability.

Negatives

The 2023 performance-based restricted stock units (PRSUs) did not vest, resulting in a 0% payout, as performance goals for total charge-offs and increase in tangible book value per share fell below threshold levels for the 2023-2025 period.

Risks

The pending merger with OceanFirst Financial Corp. carries the risk that if the merger does not occur and the agreement is terminated, no retention awards will be earned by participating executives.
General risks related to the company's operations, including credit, liquidity, and operational risks, are continuously overseen by the Board and its committees.
Cybersecurity risk is a focus area, with the Information Technology Committee responsible for overseeing technology strategy, risk management, and security policies.
Risks associated with executive and employee compensation plans are mitigated through various controls, including performance targets, company-wide metrics, maximum payout caps, and the Compensation Committee's discretion to reduce awards.

Future Outlook

The company's future outlook is significantly shaped by its pending all-stock merger transaction with OceanFirst Financial Corp., announced in December 2025. Upon completion, Flushing Bank will merge into OceanFirst Bank, N.A. Executive compensation arrangements, including retention awards and the termination of retiree health and welfare plans, are structured around this anticipated event. The vesting of certain equity awards granted after December 29, 2025, will be converted to service-based restricted stock units of OceanFirst Financial Corp. and subject to double-trigger vesting post-merger.

Management Comments

The Compensation Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals of the Company in a risk appropriate fashion, and which aligns executives interests with those of the shareholders rewarding performance at or above established goals, with the ultimate objective of improving shareholder value.
The Compensation Committee targets total direct compensation to be within a competitive range of the median of the markets we draw talent from, taking into consideration experience, role, contributions, and criticality.
The Compensation Committee believes this equity mix (50%/50% performance-based and time-based restricted stock units) offers a balanced approach to long-term incentives, maintaining a strong focus on retention and stockholder value while ensuring our long-term incentive program remains competitive.

Industry Context

StockSavvy.ai notes that Flushing Financial Corporation's strong 2025 Total Shareholder Return of 13.34% significantly outperforming the peer group median of 2.35% and its high dividend yield of 5.80% compared to the S&P 500 Banks Index average of 2.24% indicate robust performance in a competitive banking landscape. The pending all-stock merger with OceanFirst Financial Corp. aligns with broader industry trends of consolidation among regional banks seeking scale, efficiency, and expanded market reach to navigate evolving regulatory environments and technological demands.

Comparison to Industry Standards

The company's 2025 Total Shareholder Return (TSR) of 13.34% significantly exceeded the 2.35% peer group median, demonstrating strong relative performance.
The annual dividend yield of 5.80% as of December 31, 2025, was substantially higher than the S&P 500 Banks Index average of 2.24% for the same period, indicating a strong return to shareholders.
All capital ratios (Tier 1 leverage: 8.52%, Common equity tier 1: 10.61%, Tier-1 risk-based: 11.36%, Total risk-based: 14.90%) comfortably exceeded the regulatory well-capitalized thresholds of 5%, 6.5%, 8%, and 10% respectively, showcasing robust financial health compared to industry minimums.
The company's executive compensation practices, including the use of an independent compensation consultant (Pearl Meyer) and a peer group of 21 banks in the Northeast US with similar asset sizes (median $11.5 billion for peer group vs. $8.8 billion for the company), align with best practices for competitive and performance-based pay.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board of Directors consists of 11 members, with 10 determined to be independent under Nasdaq standards. John R. Buran, President and CEO, is the only non-independent director.	As of December 31, 2025	Ensures strong independent oversight and adherence to governance best practices.
Committee Structure	The Board maintains Compensation, Audit, Nominating and Governance, Executive, Insurance, Investment and Asset Liability, Information Technology, and Risk and Compliance Committees. The Bank Board has identically constituted committees plus a Loan Committee.	Ongoing	Provides specialized oversight for key areas such as financial reporting, risk management, and executive compensation.
Audit Committee Expertise	Louis C. Grassi (Chairman) and Caren C. Yoh are designated as audit committee financial experts, both being Certified Public Accountants, with Mr. Grassi also a Certified Fraud Examiner.	As of December 31, 2025	Enhances the committee's ability to oversee financial reporting and internal controls effectively.
Risk Management Oversight	The Board and its committees actively oversee various risks, including credit, liquidity, operations, and cybersecurity. The Chief Risk Officer provides monthly updates, and specific committees address their respective risk areas.	Ongoing	Establishes a comprehensive framework for identifying, assessing, and mitigating company risks.
Insider Trading Policy	The company adopted an Insider Trading Policy governing securities transactions by directors, officers, and employees, designed to promote compliance with insider trading laws. This policy was inadvertently omitted from the original 10-K and is now included as Exhibit 19.	Incorporated by reference to Exhibit 19 filed with Form 10-K/A for the year ended December 31, 2024	Strengthens ethical conduct and legal compliance regarding securities trading by insiders.
Anti-hedging/Pledging Policy	Prohibits executive officers and directors from engaging in hedging transactions (e.g., short sales, publicly traded options) and, with limited exceptions, from holding company stock in margin accounts or pledging it as collateral for loans.	Ongoing	Further aligns the financial interests of executives and directors with those of shareholders by preventing speculative or risk-reducing transactions in company stock.
Director Stock Ownership Guidelines	Outside Directors are required to hold at least 5,000 shares of the company's common stock after five full years of board service.	Established November 2015	Promotes long-term alignment of directors' interests with shareholder value.
Executive Stock Ownership Guidelines	Executive officers are required to retain a specified percentage of profit shares from equity awards (50% for CEO/President, Senior EVPs, EVPs; 25% for certain SVPs) until age 61 or termination.	Applies to awards on or after June 1, 2006	Encourages executives to maintain a significant equity stake, fostering a long-term perspective on company performance.
Compensation Clawback Policy	Adopted a clawback policy in October 2023, consistent with Exchange Act Rule 10D-1 and NASDAQ Listing Rule 5608, allowing for recovery of incentive-based compensation in cases of financial restatement due to misconduct.	October 2023	Enhances accountability for executive compensation and reinforces sound financial reporting.

Related Party Transactions

Mortgage loans to immediate family members of directors are made at market rates of interest and other normal terms but with reduced origination fees. No such loans were outstanding during 2025.
Mortgage loans are not made to directors and executive officers.
All transactions between related persons and the company or its affiliates are subject to approval by the Nominating and Governance Committee.

Stakeholder Impact

Shareholders: Benefit from strong 2025 financial performance (high TSR, dividend yield), robust corporate governance, and the strategic merger with OceanFirst Financial Corp. which could offer future growth potential. Executive compensation is designed to align with shareholder interests.
Employees: Executive compensation programs aim to attract and retain talent. The termination of retiree health and welfare plans for named executive officers, compensated by one-time cash payments, represents a change in benefits structure.
Customers: The company's strong capital ratios and deposit growth suggest stability and continued capacity to serve its customer base. The merger may lead to changes in banking services or branch networks in the future.
Regulatory Authorities: The company's adherence to SEC filing requirements, robust corporate governance, and capital ratios exceeding regulatory thresholds demonstrate compliance and sound financial management.

Next Steps

Completion of the pending all-stock merger transaction with OceanFirst Financial Corp., where Flushing Bank will merge into OceanFirst Bank, N.A.
Vesting of retention awards for Messrs. Buran, Korzekwinski, and Ms. Grasso, contingent on merger closing and continued employment.
Conversion of outstanding restricted stock units and performance restricted stock units granted after December 29, 2025, into service-based restricted stock unit awards of OceanFirst Financial Corp. with double-trigger vesting post-merger.
Ongoing annual review of executive compensation programs and performance against strategic goals by the Compensation Committee.

Key Dates

Date	Description
1985	Sam S. Han started the first Korean American cable TV station.
1987	Douglas C. Manditch served as Chairman of the Board and CEO of Empire Bancorp, Inc. and Empire National Bank since their inception, and President and CEO of Long Island Commercial Bank and its holding company, Long Island Financial Corp., from its formation.
1989	Alfred A. DelliBovi served as Deputy Secretary of the U.S. Department of Housing and Urban Development until 1992.
1989	Caren C. Yoh became the owner of a full-service accounting firm in Flushing, Queens.
1993	Francis W. Korzekwinski joined the Company as Assistant Vice President of Commercial Real Estate.
1998	James D. Bennett and Louis C. Grassi became Directors of the Company.
1998	Alan J. (A.J.) Jin joined the Company as Assistant Secretary/Commercial Loan Officer.
1998	Astrid Burrowes was Senior Vice President and Controller of Delta Financial Corporation until 2008.
1998	Sam S. Han was an advisor and member of the Board of Flushing Town Hall until 2008.
2000	Theresa Kelly held various Senior Vice President positions within the Commercial Banking Group and Business Financial Services Group for Bank of America until 2014.
2001	John R. Buran served as Executive Vice President and Chief Operating Officer of the Company and the Bank until June 2005.
2002	Gary P. Liotta was Vice President of Investment Management for Morgan Stanley until 2010.
2003	John R. Buran and John J. McCabe became Directors of the Company.
2004	Steven J. DIorio and Donna M. OBrien became Directors of the Company.
2004	Vincent E. Giovinco was First Senior Vice President at New York Community Bank until 2020.
January 1, 2004	Cut-off date for eligibility to participate in the unfunded noncontributory defined benefit Outside Director Retirement Plan.
2005	John R. Buran has served as President and Chief Executive Officer of the Company and the Bank since July 2005.
2005	Donna M. OBrien launched Strategic Visions in Healthcare, LLC.
December 2005	Long Island Commercial Bank was sold to New York Community Bancorp, Inc.
June 1, 2006	Executive Stock Ownership Guidelines apply to all long-term equity awards made on or after this date.
September 30, 2006	The company froze its defined benefit Retirement Plan.
2007	Sam S. Han became a Director of the Company.
2008	Allen M. Brewer joined the Company as Senior Vice President/Chief Information Officer in December 2008.
2010	John R. Buran served as a director of the Federal Home Loan Bank of New York until 2023.
April 2014	Alfred A. DelliBovi retired as President and Chief Executive Officer of the Federal Home Loan Bank of New York.
2014	Alfred A. DelliBovi became a Director of the Company.
January 2014	Maria A. Grasso became Senior Executive Vice President and Chief Operating Officer of the Company.
January 2014	Francis W. Korzekwinski became Senior Executive Vice President and Chief of Real Estate Lending of the Company.
January 2014	Theresa Kelly became Executive Vice President/Business Banking of the Company.
January 2014	Alan J. (A.J.) Jin became Executive Vice President/Residential, Mixed-Use, and Small Multi-Family Real Estate Lending of the Company.
August 2014	Gary P. Liotta became Executive Vice President/Chief Risk Officer of the Company.
August 2014	Patricia Mezeul became Executive Vice President/Director of Government Banking of the Company.
August 2014	Allen M. Brewer became Executive Vice President/Chief Information Officer of the Company.
2015	Caren C. Yoh became a Director of the Company.
August 2015	James D. Bennett retired from Farrell, Fritz, P.C.
August 2015	Susan K. Cullen joined the Company as Executive Vice President/Chief Accounting Officer.
December 2015	John J. McCabe retired from Shay Assets Management, Inc.
November 2015	Director Stock Ownership Guidelines were formally established.
February 2016	Susan K. Cullen became Senior Executive Vice President/Chief Financial Officer of the Company.
February 2016	Astrid Burrowes became Executive Vice President/Chief Accounting Officer of the Company.
January 2016	Astrid Burrowes became Executive Vice President/Controller of the Company.
January 2016	Barbara A. Beckmann became Executive Vice President/Director of Operations.
January 2016	Ruth E. Filiberto became Executive Vice President/Director of Human Resources of the Company.
January 2016	James P. Jacovatos became Executive Vice President, Real Estate Credit Center Manager of the Company.
February 3, 2017	Alfred A. DelliBovi has been Chairman of the Board of Directors of the Company and the Bank since this date.
May 2017	Joanne Orelli became Senior Vice President/Loan Servicing Collections and Foreclosure Manager.
October 2017	Rosina Manzi became Executive Vice President/Chief Audit Officer of the Company.
January 2018	Theodoros Kalogiannis became Senior Vice President/Director of Portfolio Management.
2018-2023	John R. Buran served as Chairman of the Board of the Federal Home Loan Bank of New York.
August 2018	Richard A. White, PhD became Senior Vice President/Chief Information Security Officer of the Company.
February 26, 2019	Michael A. Azarian joined the Board of Directors of the Company and the Bank.
December 2019	Michael Bingold became Senior Executive Vice President, Chief Retail and Client Development Officer of the Company.
April 2020	Vincent E. Giovinco became Executive Vice President/Director of Commercial Real Estate.
November 1, 2020	Douglas C. Manditch joined the Board of Directors of the Company and the Bank.
November 2020	Thomas M. Buonaiuto became Senior Executive Vice President/Chief of Staff and Deposit Channel Executive of the Company.
December 2020	Allen M. Brewer became Senior Executive Vice President/Chief Information Officer of the Company.
February 2021	Yan Nuriyev became Senior Vice President/Chief Technology Officer.
August 2021	Michael A. Azarian became a member of the board of directors of CXO Nexus, Inc.
January 2022	Douglas J. McClintock became Senior Executive Vice President and General Counsel of the Company.
July 2022	Ling Xu became Senior Vice President/Director of Retail Banking.
October 2023	The Company adopted a clawback policy consistent with the requirements of Exchange Act Rule 10D-1 and NASDAQ Listing Rule 5608.
May 29, 2024	Equity awards granted on or after this date were made pursuant to the Company's 2024 Omnibus Incentive Plan.
January 28, 2025	Compensation Committee approved a grant of 4,800 RSUs to each Outside Director.
June 30, 2025	Aggregate market value of voting stock held by non-affiliates was $378,464,000.
December 31, 2025	Fiscal year ended. Financial metrics and compensation data are reported as of this date.
December 29, 2025	The Company entered into a definitive merger agreement with OceanFirst Financial Corp.
December 2025	Retention award agreements were entered into with Messrs. Buran and Korzekwinski and Ms. Grasso. The company paid 85% of estimated annual incentive awards and made one-time cash payments to NEOs for waiving retiree health and welfare benefits.
October 2025	Douglas Liang became Senior Vice President/Treasurer/Chief Investment Officer.
January 2026	Remaining actual annual incentive awards for 2025 were paid. The 2023 performance-based restricted stock unit grant settled with 0% earned.
January 23, 2026	Bay Pond Partners, L.P. filed Schedule 13G with the SEC.
January 27, 2026	Compensation Committee approved a grant of 4,800 RSUs to each Outside Director.
February 5, 2025	BlackRock, Inc. filed Schedule 13G/A with the SEC.
February 10, 2026	Wellington Management Group LLP filed Schedule 13G/A jointly with the SEC.
February 24, 2026	The Company declared a quarterly dividend per common share of $0.22.
February 28, 2026	Number of shares of Common Stock outstanding was 33,883,626.
March 6, 2026	Original Annual Report on Form 10-K for the fiscal year ended December 31, 2025, was filed with the SEC.
March 13, 2026	Date for stock ownership of certain beneficial owners and management.
March 31, 2026	Amendment No. 1 on Form 10-K/A filing date and certification date by CEO and CFO.

Recommendation

hold

The company demonstrated strong financial performance in 2025, with impressive TSR, dividend yield, deposit growth, and capital ratios, which are all positive indicators. The pending all-stock merger with OceanFirst Financial Corp. is a significant strategic move that could create long-term value. However, the merger is still pending, and the 0% payout on 2023 performance-based restricted stock units due to underperformance on specific metrics introduces a note of caution regarding long-term incentive achievement. Given the strong current performance and the potential upside of the merger, but also the inherent uncertainties of a pending transaction and past long-term incentive misses, a 'hold' recommendation is appropriate for seasoned investors to observe the merger's progression and integration.

Keywords

Flushing Financial Corporation, FFIC, SEC Filing, 10-K/A, Corporate Governance, Executive Compensation, Financial Performance, Bank Merger, OceanFirst Financial Corp., Risk Management, Shareholder Return, Dividends, Capital Ratios, Insider Trading Policy, Sarbanes-Oxley Act

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