OCEANFIRST FINANCIAL CORP 8-K

What Happened
OceanFirst Financial Corp filed an 8-K (Apr 6, 2026) reporting results of its special stockholder meeting related to the proposed merger with Flushing and a related Warburg investment. As of the Feb 20, 2026 record date there were 57,402,016 shares outstanding and 44,723,849 shares were represented at the meeting. Stockholders approved the proposal to issue OceanFirst securities to Flushing holders and to Warburg affiliates under the Merger Agreement and the Dec 29, 2025 Investment Agreement. A separate proposal to amend OceanFirst’s charter to exempt Warburg and its affiliates from a charter provision was not approved.

Key Details

• Record date: Feb 20, 2026; shares outstanding: 57,402,016; shares represented at meeting: 44,723,849.
• Item 1 (issuance approval): For 42,020,260; Against 2,526,694; Abstentions 176,895 — proposal approved.
• Item 2 (Warburg exemption amendment): For 18,408,853; Against 26,148,179; Abstentions 166,817 — proposal not approved.
• OceanFirst and Flushing issued a joint press release on Apr 6, 2026 reporting these vote results (filed as Exhibit 99.1). The transaction is described in the Form S-4 and joint proxy/prospectus previously filed.

Why It Matters
Approval of the issuance proposal clears a key stockholder vote needed to issue OceanFirst shares (and related securities) to Flushing stockholders and affiliates of funds managed by Warburg — a step toward completing the proposed merger and Warburg investment. The rejection of the charter exemption means Warburg and affiliates will not receive the specific exemption from that charter provision sought in the amendment, which may affect how Warburg’s securities interact with existing charter limits. Investors should review the Form S-4 and joint proxy/prospectus for details on dilution, transaction terms, and the remaining conditions and regulatory approvals required to close the merger.