OCEANFIRST FINANCIAL CORP 8-K

What Happened

• On December 29, 2025, OceanFirst Financial Corp. (OCFC) and Flushing Financial Corporation agreed to a multi-step merger in which a wholly‑owned OceanFirst subsidiary will merge into Flushing, Flushing will then merge into OceanFirst, and Flushing Bank will be merged into OceanFirst’s bank subsidiary. The companies released a joint press release and an investor presentation describing the proposed transaction.
• Concurrently, OceanFirst entered an investment agreement with affiliates of Warburg Pincus under which Warburg will invest $225 million in OceanFirst equity and receive a mix of common stock, non‑voting common‑equivalent stock (NVCE), and warrants.

Key Details

• Transaction date announced: December 29, 2025.
• Warburg investment: $225 million at $19.76 per share, consisting of ~9.7 million OceanFirst common shares plus NVCE stock economically equivalent to ~1.7 million common shares.
• Warrants: OceanFirst will issue a warrant to Warburg to purchase NVCE stock economically equivalent to ~11.4 million common shares; 7‑year term with exercise windows tied to a $30 stock price threshold and certain change‑of‑control events; mandatory exercise upon sustained $30 trading conditions.
• Deal conditions: The merger and investment are subject to customary closing conditions, including OceanFirst and Flushing stockholder approvals and required regulatory approvals.

Why It Matters

• The transaction would combine OceanFirst and Flushing under OceanFirst’s corporate structure and bring $225M of new equity capital from Warburg, materially increasing OceanFirst’s capital base. However, the investment includes significant issuance of common-equivalent shares and warrants that will dilute existing shareholders if exercised. Completion depends on shareholder and regulatory approvals; OceanFirst expects to file a Form S‑4 (joint proxy/prospectus) with full details and timelines. Investors should review the forthcoming S‑4 and proxy materials for final terms, expected timing, and risks.