FLUSHING FINANCIAL CORP 8-K

What Happened
Flushing Financial Corporation (Flushing) announced on Dec. 29, 2025 that it entered into a definitive Agreement and Plan of Merger with OceanFirst Financial Corp. and Apollo Merger Sub Corp. The transactions call for a two‑step merger (Merger Sub into Flushing, then Flushing into OceanFirst) followed by a merger of the banks, with OceanFirst as the ultimate surviving company. The companies expect the transactions and a related Warburg Pincus investment to close in the second quarter of 2026, subject to stockholder votes and regulatory approvals.

Key Details

• Exchange Ratio: Each issued and outstanding Flushing common share will convert into 0.85 share of OceanFirst common stock at closing; cash paid for fractional shares.
• Warburg Investment: Affiliates of Warburg Pincus will invest $225 million concurrently—~9.7M OceanFirst shares at $19.76/share plus NVCE stock and a warrant (economic equivalent of additional ~11.4M shares).
• Board & Governance: Surviving company board to have 17 directors — 6 nominated from Flushing, 10 from OceanFirst, and 1 Warburg designee. Flushing CEO John R. Buran to serve as non‑executive chairman for two years post‑closing.
• Executive payments & benefits: Retention cash awards ($1.8M for Buran; $875k for Maria Grasso; $750k for Francis Korzekwinski) and accelerated estimated 2025 bonuses were paid (amounts disclosed) and certain retiree health benefits were terminated with one‑time release payments. Payments were made on or before Dec. 31, 2025 (subject to recoupment conditions).
• Closing conditions & fees: Closing conditioned on stockholder approvals, NASDAQ listing approval, Fed/OCC/NYDFS approvals, S‑4 effectiveness, and concurrent closing of the Warburg Investment. Termination fees of ≈$21.4M (either party) and an additional ≈$46.3M payable by OceanFirst in certain Investment‑related termination scenarios.

Why It Matters
For Flushing shareholders, the deal means ownership will convert into OceanFirst stock at a fixed 0.85 ratio and will require a shareholder vote; the combined company will be larger and governed by a blended board with specific representation and leadership transitions. The Warburg $225M investment provides new capital but also includes instruments (NVCE and warrants) that affect the economic ownership and potential dilution. Investors should watch for required regulatory approvals, the S‑4/proxy materials (which will provide full deal economics), integration risk, and the timing of shareholder votes—any of which could delay or prevent closing.