Introductory Note
This Current Report on Form 8-K is being filed in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated December 29, 2025 (the “Merger Agreement”), by and among Flushing Financial Corporation, a Delaware corporation (“Flushing”), OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), and Apollo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of OceanFirst (“Merger Sub”).
Effective as of June 1, 2026 (the “Closing Date”), Flushing consummated its previously announced transaction with OceanFirst (the “Closing”). Pursuant to the Merger Agreement, on the Closing Date, (a) Merger Sub merged with and into Flushing (the “First-Step Merger”) at the effective time (the “Effective Time”), with Flushing continuing as the surviving entity, (b) immediately following the First-Step Merger, OceanFirst caused Flushing to merge with and into OceanFirst, with OceanFirst continuing as the surviving corporation (the “Second-Step Merger” and together with the First-Step Merger, the “Mergers”). On the day immediately following the Closing Date, Flushing Bank, a New York-chartered non-member bank and, prior to the Second-Step Merger, a wholly-owned subsidiary of Flushing (“Flushing Bank”), will merge with and into OceanFirst Bank, National Association, a national banking association and a wholly-owned subsidiary of OceanFirst (the “Bank”), with the Bank continuing as the surviving bank (the “Surviving Bank” and such merger, the “Bank Merger”).
Merger Consideration
Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of Flushing (“Flushing Common Stock”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “Exchange Ratio”) of common stock, par value $0.01 per share, of OceanFirst (“OceanFirst Common Stock” and such consideration, the “Merger Consideration”). At the Effective Time, holders of Flushing Common Stock also became entitled to receive cash in lieu of fractional shares of OceanFirst Common Stock.
Treatment of Flushing Equity Awards
Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit award (each, a “Flushing RSU Award”) granted under the Flushing Financial Corporation 2014 Omnibus Incentive Plan or the Flushing Financial Corporation 2024 Omnibus Incentive Plan (collectively, the “Flushing Stock Plan”) that was not an Assumed Flushing RSU Award (as defined below), became fully vested and was cancelled and converted into the right to receive (a) a number of shares of OceanFirst Common Stock equal to the product of (i) the number of shares of Flushing Common Stock subject to such Flushing RSU Award immediately prior to the Effective Time (assuming achievement of the target level of performance for any Flushing RSU Award that was subject to performance-based vesting conditions for which the applicable performance period had not ended as of the Effective Time and the actual level of performance achieved for any Flushing RSU Award that was subject to performance-based vesting conditions for which the applicable performance period had ended prior to the Effective Time), multiplied by (ii) the Exchange Ratio, and (b) an amount in cash equal to the accrued dividend equivalent payments (if any) with respect to such Flushing RSU Award.
Pursuant to the Merger Agreement, each outstanding Flushing RSU Award granted under the Flushing Stock Plan after December 29, 2025, including any such Flushing RSU Award that was subject to performance-based vesting conditions (each, an “Assumed Flushing RSU Award”), was, at the Effective Time, converted into a service-based restricted stock unit award of OceanFirst (each, an “OceanFirst RSU Award”), subject to the same terms and conditions applicable to such Assumed Flushing RSU Award immediately prior to the Effective Time, including with respect to service-based vesting conditions, “double-trigger” change in control accelerated vesting, and dividend equivalents, but not any performance conditions or performance-based vesting. The number of shares of OceanFirst Common Stock subject to each OceanFirst RSU Award equaled the product of (a) the number of shares of Flushing Common Stock subject to such Assumed Flushing RSU Award immediately prior to the Effective Time (assuming, in the case of any Assumed Flushing RSU Award that was subject to performance-based vesting, that performance was achieved at the target level of performance), multiplied by (b) the Exchange Ratio.
