OCEANFIRST FINANCIAL CORP 8-K

What Happened

• On December 29, 2025 OceanFirst Financial Corp. (OceanFirst) entered into an Agreement and Plan of Merger with Flushing Financial Corporation (Flushing) and OceanFirst’s wholly owned Merger Sub. The deal calls for a two‑step merger (Merger and Second‑Step Merger) followed by a bank merger that will fold Flushing Bank into OceanFirst Bank. The parties expect the transactions and the related investment to close in Q2 2026, subject to stockholder and regulatory approvals and other customary conditions.
• As merger consideration, each share of Flushing common stock will be converted into 0.85 shares of OceanFirst common stock (cash paid for any fractional shares). Concurrently, affiliates of funds managed by Warburg Pincus LLC will invest $225 million in OceanFirst under an Investment Agreement.

Key Details

• Exchange ratio: 0.85 OceanFirst shares per Flushing share. Expected close: Q2 2026 (subject to approvals and S‑4 effectiveness).
• Warburg investment: $225M for ~9.7M OceanFirst shares at $19.76/share plus 1,700 shares of new non‑voting, common‑equivalent stock (NVCE) at $19,760 each; Warburg also receives a 7‑year warrant for NVCE (economic equivalent of ~11.4M common shares) with a $19,760 NVCE exercise price and market‑price triggers for earlier exercise.
• Governance: Surviving company board will have 17 directors — 10 from OceanFirst, 6 from Flushing and 1 designee of Warburg. Flushing CEO John R. Buran has the right to serve as non‑executive chairman for two years; Christopher Maher (OceanFirst CEO) will serve as chairman thereafter for one year. Warburg can nominate one director while it meets certain ownership thresholds.
• Other commercial terms: Flushing RSUs outstanding before Dec 29, 2025 will vest and convert to OceanFirst stock (pro rata, using the exchange ratio); RSUs granted after that date will convert into OceanFirst RSUs on a service‑based basis (performance conditions excluded). Termination fees: ~ $21.4M (certain terminations) and OceanFirst could owe ~ $46.3M to Flushing if the Investment is not consummated under certain circumstances. Closing requires stockholder votes, Federal Reserve, OCC and NYDFS approvals and effective Form S‑4.

Why It Matters

• The transaction combines two regional banks and brings a significant $225M equity commitment from Warburg Pincus, increasing OceanFirst’s capital base and changing ownership/governance (board seats and a Warburg director).
• Investors should watch for required regulatory and shareholder approvals, potential dilution from the share issuance, treatment of outstanding Flushing equity awards, and the timing of the S‑4 and proxy disclosures — all of which will affect OceanFirst’s share count, governance and near‑term capital structure.