8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2022

FLUSHING FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

001-33013

(Commission File Number)

Delaware

(State or Other Jurisdiction of Incorporation)

11-3209278

(I.R.S. Employer Identification No.)

220 RXR Plaza, Uniondale, NY 11556

(Address of principal executive offices)

(718) 961-5400

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	FFIC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

Flushing Financial Corporation, the parent holding company for Flushing Bank (the “Bank”), today announced that the Board of Directors (the “Board”) has authorized an increase in the purchase of its common stock by 1,000,000 shares. Stock can be purchased from time to time, in the open market or through private transactions, subject to market conditions. There is no expiration or maximum dollar amount under this authorization. From April 1, 2022 through May 10, 2022, the Company repurchased 147,307 shares at an average price of $21.83 and has 340,880 shares remaining under its previous authorization. The combined remaining authorization is 1.3 million shares.

Additionally, the Board declared a quarterly dividend on its common stock of $0.22 per common share, payable on June 24, 2022 to shareholders of record at the close of business on June 3, 2022.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1. Press release of Flushing Financial Corporation dated May 17, 2022. “Flushing Financial Corporation Announces 1 Million Increase in Share Repurchase Authorization and Declares Quarterly Dividend of $0.22 per Share”

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

SIGNATURE

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.

us
	FLUSHING FINANCIAL CORPORATION
Date: May 17, 2022	By:	/s/ SUSAN K. CULLEN
		Susan K. Cullen
		Senior Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONTACT:

Susan K. Cullen

Senior Executive Vice President and

Chief Financial Officer

Flushing Financial Corporation

(718) 961-5400

FOR IMMEDIATE RELEASE

FLUSHING FINANCIAL CORPORATION

ANNOUNCES 1 MILLION INCREASE IN SHARE REPURCHASE AUTHORIZATION;

DECLARES QUARTERLY DIVIDEND OF $0.22 PER SHARE

Uniondale, NY – May 17, 2022 – Flushing Financial Corporation (the “Company”) (Nasdaq-GS: FFIC), the parent holding company for Flushing Bank (the “Bank”), today announced that the Board of Directors (the “Board”) has authorized an increase in the purchase of its common stock by 1,000,000 shares. Stock can be purchased from time to time, in the open market or through private transactions, subject to market conditions. There is no expiration or maximum dollar amount under this authorization. From April 1, 2022 through May 10, 2022, the Company repurchased 147,307 shares at an average price of $21.83 and has 340,880 shares remaining under its previous authorization. The combined remaining authorization is 1.3 million shares.

Additionally, the Board declared a quarterly dividend on its common stock of $0.22 per common share, payable on June 24, 2022 to shareholders of record at the close of business on June 3, 2022.

John R. Buran, the Company’s President and Chief Executive Officer, stated: “The Board of Directors authorized an increase of 1 million shares to our current repurchase program. With our history of a low risk business model, low loan to values for our real estate loans, and strong credit metrics, we are confident in our ability to support an increased stock repurchase program. This quarter’s dividend marks the 103^rd consecutive quarterly dividend. The increase in the share repurchase authorization and the quarterly dividend payment, highlights our commitment to shareholders while supporting and investing in the franchise over the short and long term. An improving local economy, in-market merger disruption, and a record loan pipeline should translate into improved growth in 2022.”  

FLUSHING FINANCIAL CORPORATION (Nasdaq: FFIC) is the holding company for Flushing Bank®, an FDIC insured, New York State—chartered commercial bank that operates banking offices in Queens, Brooklyn, Manhattan, and on Long Island. The Bank has been building relationships with families, business owners, and communities since 1929. Today, it offers the products, services, and conveniences associated with large commercial banks, including a full complement of deposit, loan, equipment finance, and cash management services. Rewarding customers with personalized attention and bankers that can communicate in the languages prevalent within these multicultural markets is what makes the Bank uniquely different. As an Equal Housing Lender and leader in real estate lending, the Bank’s experienced lending teams create mortgage solutions for real estate owners and property managers both within and outside the New York City metropolitan area. The Bank also fosters relationships with consumers nationwide through its online banking division with the iGObanking® and BankPurely® brands.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this Press Release relating to plans, strategies, economic performance and trends, projections of results of specific activities or investments and other statements that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in other documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “forecasts”, “goals”, “potential” or “continue” or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company has no obligation to update these forward-looking statements.

Additional information on Flushing Financial Corporation may be obtained by visiting the Company’s web site at FlushingBank.com.

#FF

#   #   #

Investor Contact: Susan K. Cullen, SEVP, CFO and Treasurer718-961-5400‌IR@FlushingBank.com

XML

Cover	May 17, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 17, 2022
Entity File Number	001-33013
Entity Registrant Name	FLUSHING FINANCIAL CORPORATION
Entity Central Index Key	0000923139
Entity Tax Identification Number	11-3209278
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	220 RXR Plaza
Entity Address, City or Town	Uniondale
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11556
City Area Code	718
Local Phone Number	961-5400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	FFIC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false