OceanFirst Financial Corp. (NASDAQ: OCFC) plans Flushing merger with $225M Warburg Pincus equity

Rhea-AI Filing Summary

OceanFirst Financial Corp. has entered into a definitive merger agreement with Flushing Financial Corporation. A wholly owned OceanFirst subsidiary will first merge into Flushing, followed by Flushing merging into OceanFirst, and then Flushing Bank will merge into OceanFirst’s bank subsidiary, with the OceanFirst entities surviving each step.

In connection with the proposed merger, affiliates of funds managed by Warburg Pincus LLC agreed to invest $225 million in OceanFirst. Warburg will purchase OceanFirst common stock at $19.76 per share, including approximately 9.7 million common shares and non-voting, common-equivalent stock representing the economic equivalent of approximately 1.7 million shares, and will receive a seven‑year warrant for non-voting stock representing the economic equivalent of approximately 11.4 million shares. The warrants are exercisable based on specified conditions, including when OceanFirst’s share price reaches or exceeds $30 per share or in certain change of control transactions.

Positive

• Strategic merger announced: OceanFirst agreed to acquire Flushing Financial Corporation through a structured, multi‑step merger that will combine the holding companies and their bank subsidiaries.
• $225 million equity commitment: Affiliates of Warburg Pincus will invest $225 million in OceanFirst equity, providing significant new capital at $19.76 per share alongside the merger.
• Additional capital via warrants: Warburg receives a seven‑year warrant for non‑voting, common‑equivalent stock representing the economic equivalent of approximately 11.4 million OceanFirst shares, potentially adding further equity capital if exercised.

Negative

• Dilution risk from new equity and warrants: The issuance of approximately 9.7 million common shares, non‑voting common‑equivalent stock representing about 1.7 million shares, and a warrant for non‑voting stock representing the economic equivalent of approximately 11.4 million shares will increase OceanFirst’s share count if and as issued or exercised.
• Completion uncertainty: The merger and Warburg investment are subject to multiple conditions, including stockholder and regulatory approvals, and the filing lists extensive risks that could delay, alter, or prevent the transactions.

Insights

Bank M&A and capital markets analyst

OceanFirst plans Flushing acquisition backed by $225 million Warburg equity.

OceanFirst Financial Corp. has agreed to merge with Flushing Financial Corporation through a multi‑step structure that combines both holding companies and their bank subsidiaries. This type of structure is common in bank deals and is designed to consolidate the corporate parents first and then the operating banks, leaving the OceanFirst entities as the surviving company and bank.

To support the transaction, affiliates of Warburg Pincus LLC will invest $225 million in OceanFirst equity at $19.76 per share. The investment includes approximately 9.7 million common shares, non‑voting common‑equivalent stock representing the economic equivalent of about 1.7 million shares, and a seven‑year warrant for additional non‑voting stock representing the economic equivalent of about 11.4 million shares. Warrant exercise depends on triggers such as OceanFirst’s stock price reaching or exceeding $30 per share or certain change of control events.

The filing emphasizes that the merger and investment are subject to customary conditions, including stockholder and regulatory approvals, and lists numerous risks that could delay or prevent completion. The actual impact for shareholders will depend on whether these approvals are obtained, how the combined bank performs after closing, and how the new equity and warrant structure interacts with OceanFirst’s share price and future disclosures.

OCEANFIRST FINANCIAL CORP false 0001004702 0001004702 2025-12-29 2025-12-29

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): December 29, 2025

OCEANFIRST FINANCIAL CORP.

(Exact name of Registrant as specified in its charter)

Delaware		001-11713		22-3412577
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

110 West Front Street, Red Bank, New Jersey 07701

(Address of principal executive offices)

(732) 240-4500

(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		Name of each exchange on which registered
Common stock, $0.01 par value per share		OCFC		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

Item 7.01. Regulation FD Disclosure.

On December 29, 2025, OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), released a presentation to investors about the proposed transaction (as described below). The presentation is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The preceding information, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On December 29, 2025, OceanFirst and Flushing Financial Corporation, a Delaware corporation (“Flushing”), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated December 29, 2025, by and among OceanFirst, Apollo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of OceanFirst (“Merger Sub”), and Flushing (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement: (a) Merger Sub will merge with and into Flushing, with Flushing continuing as the surviving entity (the “Merger”), (b) immediately following the Merger, Flushing will merge with and into OceanFirst, with OceanFirst continuing as the surviving entity (the “Second-Step Merger”), and (c) on the day immediately following the Second-Step Merger, 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, National Association, a national banking association and a wholly-owned subsidiary of OceanFirst (the “Bank”), with the Bank continuing as the surviving bank.

The joint press release also announced that, in connection with the proposed transaction, OceanFirst entered into an investment agreement, dated December 29, 2025, with affiliates of funds managed by Warburg Pincus LLC (“Warburg”, and such agreement, the “Investment Agreement”). Pursuant to the Investment Agreement, on the terms and subject to the conditions set forth therein, substantially concurrently with the effective time of the Merger, (a) Warburg will invest an aggregate of $225 million in exchange for the sale and issuance, at $19.76 per share of OceanFirst common stock, of (i) approximately 9.7 million shares of OceanFirst common stock and (ii) shares of a new class of OceanFirst non-voting, common-equivalent stock (“NVCE Stock”) representing the economic equivalent of approximately 1.7 million shares of OceanFirst common stock, and (b) OceanFirst will issue to Warburg a warrant to purchase shares of NVCE Stock representing the economic equivalent of approximately 11.4 million shares of OceanFirst common stock. The warrants carry a term of seven years and can be exercised voluntarily (A) prior to the third anniversary of Closing, (1) any time after the market price of OceanFirst common stock reaches or exceeds $30 per share at the closing of any trading day or (2) in connection with certain change of control transactions involving OceanFirst or (B) any time after the third-year anniversary of the closing of the investment. The warrants are subject to mandatory exercise, at any time, in the event the market price of OceanFirst common stock reaches or exceeds $30 per share for a certain number of trading days over a specified period. In the event of a change of control transaction where less than 90% of the consideration in such transaction is comprised of equity securities traded on the NASDAQ or NYSE, Warburg will be entitled to receive additional shares if it exercises the Warrant in connection with such transaction.

A copy of the joint press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Investor Presentation, dated December 29, 2025
99.2		Joint press release of OceanFirst Financial Corp. and Flushing Financial Corporation, dated December 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between OceanFirst and Flushing and the proposed investment by Warburg in equity securities of OceanFirst. Forward-looking statements may be identified by the use of the words such as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “could,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between OceanFirst and Flushing and the proposed investment by Warburg, including statements as to the expected timing, completion and effects of the proposed transaction. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of OceanFirst’s and Flushing’s management and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, may differ from assumptions and many are beyond the control of OceanFirst and Flushing. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act, and the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining the requisite OceanFirst and Flushing stockholder approvals or the necessary regulatory approvals (and the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between OceanFirst and Flushing; (iv) the inability to obtain alternative capital in the event it becomes necessary to complete the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on OceanFirst’s and Flushing’s business relationships, operating results and business generally; (vi) risks that the proposed transaction disrupts current plans and operations of OceanFirst and Flushing; (vii) potential difficulties in retaining OceanFirst and Flushing customers and employees as a result of the proposed transaction; (viii) OceanFirst’s and Flushing’s estimates of its financial performance; (ix) changes in general economic, political, or industry conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; (x) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; (xi) the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, and the operational risk of lending activities, including the effectiveness of OceanFirst’s and Flushing’s underwriting practices and the risk of fraud; (xii) fluctuations in the demand for loans; (xiii) the ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund OceanFirst’s and Flushing’s activities particularly in a rising or high interest rate environment; (xiv) the rapid withdrawal of a significant amount of deposits over a short period of time; (xv) results of examinations by regulatory authorities of OceanFirst or Flushing and the possibility that any such regulatory authority may, among other things, limit OceanFirst’s or Flushing’s business activities, restrict OceanFirst’s or Flushing’s ability to invest in certain assets, refrain from issuing an approval or non-objection to certain capital or other actions, increase OceanFirst’s or Flushing’s allowance for credit losses, result in write-downs of asset values, restrict OceanFirst’s or Flushing’s ability or that of OceanFirst’s or Flushing’s bank subsidiary to pay dividends, or impose fines, penalties or sanctions; (xvi) the impact of bank failures or other adverse

developments at other banks on general investor sentiment regarding the stability and liquidity of banks; (xvii) changes in the markets in which OceanFirst and Flushing compete, including with respect to the competitive landscape, technology evolution or regulatory changes; (xiii) changes in consumer spending, borrowing and saving habits; (xix) slowdowns in securities trading or shifting demand for security trading products; (xx) the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; (xxi) legislative or regulatory changes; (xxii) changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, (xxiii) impact of operating in a highly competitive industry; (xxiv) reliance on third party service providers; (xxv) competition in retaining key employees; (xxvi) risks related to data security and privacy, including the impact of any data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions; (xxvii) changes to accounting principles and guidelines; (xxiii) potential litigation relating to the proposed transaction that could be instituted against OceanFirst, Flushing or their respective directors and officers, including the effects of any outcomes related thereto; (xxix) volatility in the trading price of OceanFirst’s or Flushing’s securities; (xxx) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xxxi) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected expenses, factors or events; (xxxii) the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where OceanFirst and Flushing do business; and (xxxiii) the dilution caused by OceanFirst’s issuance of additional shares of its capital stock in connection with the transaction. The foregoing list of factors is not exhaustive. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above.

You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of OceanFirst’s registration statement on Form S-4 that will contain a joint proxy statement/prospectus discussed below, when it becomes available, and other documents filed by OceanFirst or Flushing from time to time with the Securities and Exchange Commission (“SEC”). These filings do and will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking statements. There may be additional risks that neither OceanFirst nor Flushing presently knows or that OceanFirst or Flushing currently believes are immaterial that could also cause actual events and results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect OceanFirst’s and Flushing’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. OceanFirst and Flushing anticipate that subsequent events and developments will cause OceanFirst’s and Flushing’s assessments to change. While OceanFirst and Flushing may elect to update these forward-looking statements at some point in the future, OceanFirst and Flushing specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing OceanFirst’s and Flushing’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Forward-looking statements speak only as of the date they are made. Neither OceanFirst nor Flushing gives any assurance that either OceanFirst or Flushing, or the combined company, will achieve the results or other matters set forth in the forward-looking statements.

Additional Information and Where to Find It

This Current Report on Form 8-K is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of OceanFirst, Flushing or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

This Current Report on Form 8-K relates to the proposed transaction between OceanFirst and Flushing and the proposed investment in OceanFirst by Warburg Pincus. OceanFirst intends to file a registration statement on Form S-4 with the SEC, which will include a preliminary joint proxy statement/prospectus to be distributed to holders of OceanFirst’s common stock and Flushing’s common stock in connection with OceanFirst’s and Flushing’s solicitation of proxies for the vote by OceanFirst’s stockholders and Flushing’s stockholders with respect to the proposed

transaction. After the registration statement has been filed and declared effective, OceanFirst and Flushing will mail a definitive joint proxy statement/prospectus to their respective stockholders that, as of the applicable record date, are entitled to vote on the matters being considered at the OceanFirst stockholder meeting and at the Flushing stockholder meeting, as applicable. OceanFirst or Flushing may also file other documents with the SEC regarding the proposed transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND THE DEFINITIVE VERSIONS THEREOF (WHEN THEY BECOME AVAILABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration statement, the joint proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by OceanFirst or Flushing through the website maintained by the SEC at www.sec.gov.

The documents filed by OceanFirst or Flushing with the SEC also may be obtained free of charge at OceanFirst’s or Flushing’s website at https://ir.oceanfirst.com/, under the heading “Financials” or https://investor.flushingbank.com/, under the heading “Financials”, respectively, or upon written request to OceanFirst, Attention: Investor Relations, 110 West Front Street, Red Bank, New Jersey 07701 or Flushing, Attention: Investor Relations, 220 RXR Plaza, Uniondale, New York 11556, respectively.

Participants in Solicitation

OceanFirst and Flushing and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from OceanFirst’s stockholders or Flushing’s stockholders in connection with the proposed transaction under the rules of the SEC. OceanFirst’s stockholders, Flushing’s stockholders and other interested persons will be able to obtain, without charge, more detailed information regarding the names, affiliations and interests of directors and executive officers of OceanFirst and Flushing in OceanFirst’s registration statement on Form S-4 that will be filed, as well other documents filed by OceanFirst or Flushing from time to time with the SEC. Other information regarding persons who may, under the rules of the SEC, be deemed the participants in the proxy solicitation of OceanFirst’s or Flushing’s stockholders in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the preliminary joint proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction (if and when they become available). You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by OceanFirst or Flushing will also be available free of charge from OceanFirst or Flushing using the contact information above.

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.

Date: December 29, 2025

/s/ Patrick S. Barrett

Patrick S. Barrett

Senior Executive Vice President and Chief Financial
Officer

FAQ

What major transaction did OceanFirst Financial Corp. (OCFC) disclose?

OceanFirst Financial Corp. disclosed that it entered into an Agreement and Plan of Merger under which a wholly owned OceanFirst subsidiary will merge with Flushing Financial Corporation, followed by Flushing merging into OceanFirst and Flushing Bank merging into OceanFirst’s bank subsidiary, with the OceanFirst entities surviving.

How much is Warburg Pincus investing in OceanFirst Financial Corp. (OCFC)?

Affiliates of funds managed by Warburg Pincus LLC agreed to invest an aggregate of $225 million in OceanFirst equity in connection with the proposed merger with Flushing.

At what price will Warburg Pincus buy OceanFirst (OCFC) stock and how many shares are involved?

Warburg will purchase OceanFirst equity at $19.76 per share, including approximately 9.7 million shares of common stock and non‑voting, common‑equivalent stock representing the economic equivalent of approximately 1.7 million OceanFirst common shares.

What warrants is Warburg Pincus receiving from OceanFirst (OCFC)?

OceanFirst will issue Warburg a seven‑year warrant to purchase non‑voting, common‑equivalent stock representing the economic equivalent of approximately 11.4 million OceanFirst common shares, exercisable under specified price and change‑of‑control conditions.

When can Warburg Pincus exercise its OceanFirst (OCFC) warrants?

The warrants can be exercised voluntarily any time after the market price of OceanFirst common stock reaches or exceeds $30 per share at the closing of any trading day (before the third anniversary of closing) or in connection with certain change‑of‑control transactions, and at any time after the third‑year anniversary of the closing of the investment. They are also subject to mandatory exercise if the share price reaches or exceeds $30 per share for a specified number of trading days over a set period.

What are the main risks and conditions mentioned for the OceanFirst–Flushing merger?

The filing highlights risks such as failure to obtain OceanFirst and Flushing stockholder approvals, delays or conditions in regulatory approvals, possible termination of the merger agreement, challenges integrating the companies, potential customer and employee attrition, macroeconomic and interest rate uncertainties, and dilution from issuing additional OceanFirst shares in connection with the transaction.