🧾 What This Document Is

This is an amended annual report (a 10-K/A) for Flushing Financial Corp. Think of it as a "correction and completion" addendum to their original annual report filed earlier.

👉 Why it exists: The company filed this amendment for two main reasons:

1. To include detailed information about its directors and executive compensation (Part III), which they couldn't include in the original report because they hadn't finalized their annual proxy statement in time.
2. To add an important document, their Insider Trading Policy, which was accidentally left out of the original filing.

🏢 What The Company Does

👉 In simple terms, Flushing Financial Corporation (FFIC) is the holding company for Flushing Bank. It's a community bank focused on serving the New York metropolitan area, with a strong presence in diverse, urban communities like Flushing, Queens.

• Business Model: Primarily a traditional bank that takes deposits (from individuals and businesses) and makes loans (especially real estate loans).
• Stock: Its common stock trades on the NASDAQ under the ticker FFIC.
• Key Shareholder Fact: As of February 28, 2026, there were 33,883,626 shares of common stock outstanding.

👥 Board & Governance: The People In Charge

This filing gives a deep dive into the company's leadership.

Board of Directors (as of December 31, 2025): The board has 11 members, led by Chairman Alfred A. DelliBovi (age 79). CEO John R. Buran (age 76) also sits on the board.

• Why it matters: The board provides oversight. Notably, most directors are independent, except for the CEO. The board uses a skills matrix to ensure it has a mix of expertise in banking, real estate, accounting, technology, and local markets.

Executive Team (Not on the Board): Key executives running daily operations include:

• Susan K. Cullen (age 60), Senior EVP & Chief Financial Officer.
• Maria A. Grasso (age 61), Senior EVP & Chief Operating Officer.
• Thomas M. Buonaiuto (age 60), Senior EVP & Chief of Staff.
• Francis W. Korzekwinski (age 63), Senior EVP & Chief of Real Estate Lending.
• Douglas J. McClintock (age 77), Senior EVP & General Counsel.

Committees & Risk Oversight: The board has several key committees:

• Audit Committee (oversight of financial reporting): Chaired by Louis C. Grassi, a certified public accountant.
• Compensation Committee (sets pay for executives): Chaired by Sam S. Han.
• Nominating and Governance Committee (recommends directors): Chaired by Louis C. Grassi. The board and its committees actively oversee risks related to credit, technology, cybersecurity, and compliance.

💼 Executive Compensation

This section details how the top executives are paid, emphasizing a "pay-for-performance" philosophy.

2025 Highlights:

• Base Salaries: Were not increased in 2025 or 2026, as they were deemed competitive with the market.
• Annual Bonuses: Executives earned 98% of their target bonus based on 2025 company performance.
• Long-Term Incentives: A mix of 50% performance-based and 50% time-based stock awards. Notably, performance awards for the 2023-2025 period were not earned because targets were missed.
• CEO Pay: CEO John Buran's total compensation for 2025 was $2,489,312.

Why it matters for shareholders: The compensation structure is designed to align executive interests with company performance. A strong "Say-On-Pay" vote (89% approval in 2025) suggests shareholders generally approve of the approach.

🔮 What's Next: The Big Merger

A major strategic development is highlighted in this filing.

• The Deal: In December 2025, Flushing Financial agreed to merge with OceanFirst Financial Corp. in an all-stock transaction.
• What it means: If approved, Flushing Bank will be absorbed into OceanFirst Bank. This explains why the 2025 compensation discussion focused on retention and performance, as leadership is guiding the company through this significant transition.

🌍 Industry Context

Flushing Financial operates in the competitive community banking sector of the Northeastern U.S. Its performance is measured against a peer group of similar-sized banks. Key industry challenges reflected in the filing include managing interest rates (note the decrease in their "cost of funds"), maintaining strong loan quality, and navigating a mergers & acquisitions landscape, as evidenced by their own pending merger.

⚖️ Big Picture

👍 Strengths:

• Strong Capital: Capital ratios (like Tier 1 leverage at 8.52%) exceed regulatory "well-capitalized" thresholds, providing a financial safety cushion.
• Community Focus: Deep ties in its local markets, particularly within the Korean-American and broader Asian communities in New York.
• Experienced Leadership: The board and executive team have long tenures and extensive banking experience.

⚠️ Risks & Considerations:

• Merger Execution Risk: The pending merger with OceanFirst introduces significant uncertainty and integration challenges ahead.
• Economic Sensitivity: As a bank heavily involved in real estate lending, its performance is tied to the health of the local property market and broader economy.
• Interest Rate Environment: Profitability depends on managing the spread between what it earns on loans and pays on deposits.

🧠 The Analogy

Imagine Flushing Financial is a well-established, family-run restaurant with a loyal neighborhood clientele. This filing is like the restaurant's complete owner's manual and staff roster being shared just before it's announced that the restaurant will be bought by a larger regional chain. It gives you a full look at who has been running things, how they've been rewarded, and the formal rules they've followed, all as the business prepares for a major change in ownership.

📇 Key Contacts & People

• Chairman of the Board: Alfred A. DelliBovi
• President & CEO: John R. Buran
• CFO: Susan K. Cullen
• COO: Maria A. Grasso
• General Counsel: Douglas J. McClintock
• Investor Contact: The company's main phone number is (718) 961-5400. (Note: Specific investor relations emails were not provided in this section of the filing.)

🧩 Final Takeaway

This amendment provides a detailed look at the governance and leadership of Flushing Financial Corp. It reveals a company with stable, experienced management and solid financial footing, but one that is on the cusp of a major transformation through its pending merger with OceanFirst Financial. The document underscores transparency about who is in charge and how they are incentivized as this change approaches.