FLUSHING FINANCIAL CORP 8-K

What Happened Flushing Financial Corp (FFIC) announced on December 29, 2025 (via an 8‑K) that it has entered into an Agreement and Plan of Merger with OceanFirst Financial Corp. The deal calls for a two-step merger sequence in which an OceanFirst subsidiary (Merger Sub) will first merge into Flushing, followed by Flushing merging into OceanFirst, and then Flushing Bank merging into OceanFirst, N.A. OceanFirst also agreed, through an investment agreement with affiliates of funds managed by Warburg Pincus LLC, to receive a concurrent $225 million equity investment in OceanFirst at the effective time of the merger. An investor presentation and a joint press release were issued and attached as exhibits to the 8‑K.

Key Details

• Date filed: Form 8‑K filed December 30, 2025; transaction announcements dated December 29, 2025.
• Transaction structure: (a) Merger Sub (OceanFirst subsidiary) merges into Flushing; (b) Flushing then merges into OceanFirst; (c) Flushing Bank merges into OceanFirst, N.A. as the surviving bank.
• Warburg investment: Affiliates of Warburg Pincus will invest $225 million in newly issued OceanFirst equity, substantially concurrent with the merger.
• Approvals & filings: Transaction is subject to customary regulatory and stockholder approvals; OceanFirst intends to file a Form S‑4 registration statement with a joint proxy statement/prospectus.

Why It Matters This is a strategic merger and capital raise that will combine Flushing and OceanFirst and inject $225M of new equity from Warburg Pincus into OceanFirst. For investors, the filing signals potential changes to scale, capital base, and the combined bank’s footprint once stockholder and regulatory approvals are obtained. The companies warn the deal remains subject to customary closing conditions and a range of risks (including regulatory approvals, integration risks, and potential dilution), so investors should review the forthcoming Form S‑4 and joint proxy/prospectus for complete details before making voting or investment decisions.