UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 22, 2022 (
(Exact Name of Registrant as Specified in its Charter)
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| Item 1.01 | Entry into a Material Definitive Agreement |
On August 19, 2022, Flushing Financial Corporation (the “Company”) and Flushing Bank, the wholly-owned subsidiary of the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc., as representatives of the underwriters named therein (the “Underwriters”) (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, $65,000,000 aggregate principal amount of the Company’s 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-260993). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events |
On August 22, 2022, the Company issued a press release announcing the pricing of its offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | ||
| 1.1 | Underwriting Agreement, dated as of August 19, 2022, by and among Flushing Financial Corporation, Flushing Bank, Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc., as representatives of the underwriters named therein. | ||
| 99.1 | Press Release dated August 22, 2022. | ||
| 104 | The cover page from the Company’s Form 8-K, formatted in Inline XBRL. |
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: August 22, 2022 | By: | /s/ Susan K. Cullen |
| Susan K. Cullen | ||
| Senior Executive Vice President and Chief Financial Officer |