OCEANFIRST FINANCIAL CORP 8-K

What Happened

• OCEANFIRST Financial Corp filed an 8‑K on June 1, 2026 announcing the closing of its mergers with Flushing Financial Corporation (effective June 1, 2026). At closing, OceanFirst assumed Flushing’s subordinated and junior subordinated debt with an aggregate principal amount of $251,857,000.
• Concurrently, OceanFirst completed a $225 million private investment from affiliates of Warburg Pincus LLC under an Investment Agreement dated December 29, 2025. As part of that investment, OceanFirst issued ~9.5 million shares of common stock, 1,812 shares of a new non‑voting common‑equivalent class (NVCE Stock) and a seven‑year warrant to purchase ~11.4 million NVCE‑equivalent shares.

Key Details

• Debt assumed: $251,857,000 total principal, including:
  • $125,000,000 of 3.125% Fixed‑to‑Floating Subordinated Notes due 2031
  • $65,000,000 of 6.000% Fixed‑to‑Floating Subordinated Notes due 2032
  • Three series of junior subordinated/deferred interest securities totaling $61,857,000 due 2037
• Warburg investment: $225 million for ~9.5M common shares at $19.76 each plus 1,812 NVCE shares (priced at $19,760 per NVCE share, economic equivalent ~1.8M common shares) and a warrant:
  • Warrant: seven‑year term; exercisable voluntarily after year 3 (earlier if common stock hits $30/share or certain change‑of‑control events); mandatory exercise on specified market‑price triggers
• Corporate/governance changes: OceanFirst added six former Flushing directors and one Warburg‑designated director (Todd Schell) to the board; John R. Buran was appointed Non‑Executive Chairman. Approximately 96.7 million shares outstanding estimated post‑closing.
• Corporate filings: OceanFirst filed a Certificate of Designations (May 29, 2026) creating the NVCE Stock and entered a Registration Rights Agreement granting Warburg customary registration rights.

Why It Matters

• The transaction combines Flushing into OceanFirst and brings a $225M equity infusion from Warburg, which strengthens capital but also increases OceanFirst’s outstanding subordinated obligations by ~$251.9M (specific note series and maturities are detailed above).
• New shares, NVCE instruments and warrants increase potential dilution and give Warburg liquidity/exit pathways through registration rights and exercised warrants.
• Board changes (six former Flushing directors plus a Warburg‑designated director and a new Non‑Executive Chairman) signal governance shifts following the merger.
  Investors should note the size and terms of the capital raise, the assumed debt, and the board composition changes when assessing OceanFirst’s post‑merger capital structure and potential equity dilution.