Flushing investors get 0.85 OceanFirst share in merger

Rhea-AI Filing Summary

Flushing Financial Corporation has completed its merger with OceanFirst Financial Corp. On June 1, 2026, Apollo Merger Sub Corp. first merged into Flushing, and immediately afterward Flushing merged into OceanFirst, leaving OceanFirst as the surviving corporation. Flushing Bank will then merge into OceanFirst Bank, National Association, which will remain as the surviving bank.

Each share of Flushing common stock was converted into the right to receive 0.85 of a share of OceanFirst common stock, with cash paid in lieu of fractional shares. Outstanding Flushing restricted stock unit awards generally vested and were converted into OceanFirst equity or replacement OceanFirst RSU awards based on the same 0.85 exchange ratio. In total, approximately 29.30 million shares of OceanFirst common stock are issuable as merger consideration. Trading in Flushing common stock was suspended after June 1, 2026, and the shares will be delisted from Nasdaq, with OceanFirst, as successor, intending to terminate Flushing’s SEC registration and reporting obligations.

Insights

Bank M&A and capital markets analyst

Flushing is now fully absorbed into OceanFirst, with stockholders converted into OceanFirst shareholders and FFIC delisted.

The transaction closes a previously announced all‑stock bank merger where Flushing stockholders receive OceanFirst common stock at a fixed 0.85 exchange ratio. Approximately 29.30 million OceanFirst shares are issuable, including for converted restricted stock units, indicating a sizeable equity component for the combined company.

From Flushing investors’ perspective, their legacy FFIC shares cease trading and are replaced by OceanFirst shares plus cash for any fractional interests. Flushing’s directors and officers have all stepped down, and OceanFirst becomes the reporting entity while seeking to terminate Flushing’s standalone SEC registration. Subsequent OceanFirst disclosures will frame the combined company’s capital, earnings profile, and integration progress.

8-K Event Classification

6 items: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

6 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Exchange Ratio: 0.85 share of OceanFirst per FFIC share OceanFirst shares issuable: 29.30 million shares Closing Date: June 1, 2026 +2 more

5 metrics

Exchange Ratio 0.85 share of OceanFirst per FFIC share Merger consideration at the Effective Time

OceanFirst shares issuable 29.30 million shares Total OceanFirst common stock issuable as merger consideration

Closing Date June 1, 2026 Effective date of the completed mergers

Form S-4 file number File No. 333-293282 Registration of OceanFirst shares under the Securities Act

Forms 25 and 15 Form 25 and Form 15 filings Delisting FFIC from Nasdaq and terminating SEC registration

Key Terms

Exchange Ratio, restricted stock unit award, double-trigger change in control accelerated vesting, Form 25, +2 more

6 terms

Exchange Ratio financial

"each share of common stock ... was converted into the right to receive 0.85 of a share (the “Exchange Ratio”)"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

restricted stock unit award financial

"each outstanding restricted stock unit award (each, a “Flushing RSU Award”) granted under the Flushing Financial Corporation 2014 Omnibus Incentive Plan"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

double-trigger change in control accelerated vesting financial

"subject to the same terms and conditions ... including with respect to service-based vesting conditions, “double-trigger” change in control accelerated vesting, and dividend equivalents"

Form 25 regulatory

"file with the SEC a notification on Form 25 of delisting of Flushing Common Stock under Section 12(b) of the Securities Exchange Act of 1934"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"intends to file with the SEC as promptly as possible a certification on Form 15 requesting the termination of registration of Flushing Common Stock"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

registration statement on Form S-4 regulatory

"were registered under the Securities Act of 1933 ... pursuant to a registration statement on Form S-4 (File No. 333-293282) filed by OceanFirst"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happened to Flushing Financial Corporation (FFIC) in the OceanFirst merger?

Flushing Financial Corporation has been merged into OceanFirst Financial Corp. Flushing first survived a subsidiary merger, then immediately merged into OceanFirst, leaving OceanFirst as the sole surviving corporation and ending Flushing’s status as a standalone public company.

What do FFIC shareholders receive in the OceanFirst acquisition?

Each share of Flushing common stock is converted into the right to receive 0.85 of a share of OceanFirst common stock, plus cash for any fractional shares. This fixed stock-for-stock exchange ratio applies to all eligible FFIC shares outstanding at the merger’s effective time.

How many OceanFirst shares are issued in the Flushing merger?

The merger terms provide for approximately 29.30 million shares of OceanFirst common stock to be issuable as consideration. This total includes shares for former Flushing common stockholders and shares underlying converted Flushing restricted stock and restricted stock unit awards.

What happens to FFIC stock listing on Nasdaq after the merger?

Trading in Flushing’s FFIC common stock was suspended after the close of trading on June 1, 2026. Nasdaq will file a Form 25 to delist the shares, and OceanFirst, as successor, plans to file a Form 15 to terminate Flushing’s SEC registration and reporting duties.

How were Flushing Financial RSU awards treated in the OceanFirst merger?

Most existing Flushing restricted stock unit awards vested at closing and converted into OceanFirst shares plus accrued dividend equivalents in cash. RSUs granted after December 29, 2025 were assumed as OceanFirst service-based RSUs, adjusted by the same 0.85 exchange ratio and without performance conditions.

What management and board changes occurred at Flushing due to the merger?

As of the merger’s effective time, all directors and officers of Flushing, including Section 16 executive officers, ceased serving in those roles. OceanFirst now acts as successor by merger, with its own leadership and governance overseeing the combined organization after completion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/01/2026 - 05:21 PM Learn about SEC filing dates

FLUSHING FINANCIAL CORP false 0000923139 0000923139 2026-06-01 2026-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2026

FLUSHING FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

001-33013

(Commission File Number)

Delaware

(State or Other Jurisdiction of Incorporation)

11-3209278

(I.R.S. Employer Identification No.)

220 RXR Plaza, Uniondale, NY 11556

(Address of principal executive offices)

(718) 961-5400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		FFIC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The total number of shares of OceanFirst Common Stock issuable as Merger Consideration (including with respect to the converted Flushing restricted stock awards as described above) is approximately 29.30 million shares of OceanFirst Common Stock. The issuances of shares of OceanFirst Common Stock in connection with the Mergers were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-293282) filed by OceanFirst with the Securities and Exchange Commission (the “SEC”) on February 6, 2026, as amended on February 23, 2026, and declared effective by the SEC on February 25, 2026 (the “S-4 Registration Statement”).

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the Closing Date, Flushing notified The Nasdaq Stock Market LLC (“Nasdaq”) of the closing of the Mergers and requested that Nasdaq (i) suspend trading of Flushing Common Stock after the close of trading on June 1, 2026, (ii) withdraw Flushing Common Stock from listing on Nasdaq and (iii) file with the SEC a notification on Form 25 of delisting of Flushing Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, trading in Flushing Common Stock was suspended after the close of trading on June 1, 2026. Flushing Common Stock will be delisted from Nasdaq upon the effectiveness of the Form 25.

Additionally, OceanFirst, as successor to Flushing, intends to file with the SEC as promptly as possible a certification on Form 15 requesting the termination of registration of Flushing Common Stock under Section 12(g) of the Exchange Act and the suspension of Flushing’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03. Material Modifications to Rights of Security Holders.

At the Effective Time, each holder of a certificate or book-entry share representing any shares of Flushing Common Stock ceased to have any rights with respect thereto, except the right to receive the consideration described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in the Introductory Note and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, all of the directors of Flushing ceased serving in their capacity as directors of Flushing. In addition, all of the officers of Flushing, including all Section 16 executive officers, ceased serving in their capacity as officers of Flushing.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith or incorporated herein by reference:

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of December 29, 2025, by and among Flushing Financial Corporation, OceanFirst Financial Corp. and Apollo Merger Sub Corp. (incorporated by reference to Exhibit 2.1 of Flushing Financial Corporation’s Form 8-K filed with the SEC on January 5, 2026 (File No. 001-33013))*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				OCEANFIRST FINANCIAL CORP.
				(as successor by merger to Flushing Financial Corporation)
Date: June 1, 2026				By:		/s/ Christopher D. Maher
						Christopher D. Maher
						Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB