Flushing Financial Corp Enters Material Definitive Agreement

TL;DR

FFC signed a big deal, filing shows. Details to come.

AI Summary

Flushing Financial Corporation announced on December 12, 2024, that it has entered into a material definitive agreement. The company, incorporated in Delaware, filed an 8-K report with the SEC detailing this event. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for Flushing Financial Corp, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can carry inherent risks related to the terms, counterparty, and execution of the agreement.

Key Players & Entities

• Flushing Financial Corporation (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• December 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value FFIC The Nasdaq Stock Marke
• $15.25 — k were sold at a price to the public of $15.25 per share. The Company also granted the
• $66,325,001 — eds of the offering to be approximately $66,325,001 or approximately $76,273,751 if the Und
• $76,273,751 — roximately $66,325,001 or approximately $76,273,751 if the Underwriters exercise in full th

Filing Documents

• tm2430453d1_8k.htm (8-K) — 30KB
• tm2430453d1_ex1-1.htm (EX-1.1) — 218KB
• tm2430453d1_ex5-1.htm (EX-5.1) — 10KB
• tm2430453d1_ex99-1.htm (EX-99.1) — 14KB
• tm2430453d1_ex99-2.htm (EX-99.2) — 15KB
• tm2430453d1_ex99-1img001.jpg (GRAPHIC) — 13KB
• image_001.jpg (GRAPHIC) — 14KB
• 0001104659-24-128237.txt ( ) — 559KB
• ffic-20241212.xsd (EX-101.SCH) — 3KB
• ffic-20241212_lab.xml (EX-101.LAB) — 33KB
• ffic-20241212_pre.xml (EX-101.PRE) — 22KB
• tm2430453d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On December 12, 2024, Flushing Financial Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc., Piper Sandler & Co. and Raymond James & Associates, Inc. (collectively, the "Underwriters"). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set forth therein, 4,590,164 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"). The shares of Common stock were sold at a price to the public of $15.25 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 688,524 shares of the Company's Common Stock on the same terms and conditions, solely to cover overallotments, if any. After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the Company expects the net proceeds of the offering to be approximately $66,325,001 or approximately $76,273,751 if the Underwriters exercise in full their option to purchase additional shares of Common Stock. The Company intends to use the net proceeds of the offering for general corporate purposes, including investing a portion of the net proceeds into Flushing Bank (the "Bank") to support the Bank's capital ratios in connection with the potential repositioning of a substantial portion of its available-for-sale securities portfolio as well as a potential sale of certain of its commercial real estate loans . The offering is expected to close on or about December 16, 2024, subject to satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties, and covenants of the Company, and also provides for customary indemnification by the Company in favor of the Underwriters against certain liabilities and customary contribution provis

01. Regulation

Item 8.01. Regulation FD Disclosure. On December 12, 2024, the Company issued (i) a press release announcing the commencement of a public offering of its Common Stock and (ii) a press release announcing the pricing of the public offering, as described above in Item 1.01. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated December 12, 2024, among Flushing Financial Corporation, Keefe Bruyette & Woods, Inc., Piper Sandler & Co. and Raymond James & Associates, Inc. 5.1 Opinion of Hughes Hubbard & Reed LLP. 23.1 Consent of Hughes Hubbard & Reed LLP (included in Exhibit 5.1). 99.1 Press release announcing commencement of offering, dated December 12, 2024. 99.2 Press release announcing pricing of offering, dated December 12, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLUSHING FINANCIAL CORPORATION Date: December 12, 2024 By: /s/ Susan K. Cullen Name Susan K. Cullen Title: Senior Executive Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR