What risks related to the OceanFirst–Flushing merger does the company highlight?

OceanFirst outlines risks including failure to close, integration challenges, disruption to customers and employees, economic and credit deterioration, regulatory constraints, potential litigation, trading volatility, and dilution from issuing additional shares in connection with the merger and a proposed Warburg Pincus equity investment.

All approvals in for OceanFirst (NASDAQ: OCFC) and Flushing merger

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

OceanFirst Financial Corp. announced that all required regulatory and shareholder approvals have been received to proceed with its merger with Flushing Financial Corporation. The Federal Reserve approved the deal on April 24, 2026, following approvals from New York’s banking regulator on March 23, 2026 and the OCC on April 6, 2026. Both companies’ shareholders approved the transaction on April 2, 2026, and the merger is expected to close no later than June 1, 2026, subject to remaining customary conditions. OceanFirst also set its 2026 virtual annual stockholder meeting for May 27, 2026 at 8:00 a.m. Eastern Time, with a record date of April 2, 2026 for voting eligibility.

Positive

All regulatory and shareholder approvals obtained, including Federal Reserve, New York State Department of Financial Services, OCC, and both companies’ stockholders, allowing the OceanFirst–Flushing merger to move toward an expected closing no later than June 1, 2026.

Negative

Merger-related risks and dilution are highlighted, including integration challenges, potential disruption to customer and employee relationships, macroeconomic and credit risks, regulatory constraints, and dilution from OceanFirst issuing additional shares in connection with the transaction and the proposed Warburg Pincus investment.

Insights

All key approvals secured for OceanFirst–Flushing merger, clearing path to closing by June 1, 2026.

OceanFirst and Flushing now have every required regulatory sign-off, including the Federal Reserve’s approval on April 24, 2026 and earlier clearances from New York’s regulator and the OCC. Shareholders of both companies also approved the merger on April 2, 2026.

With approvals complete, remaining risk shifts primarily to customary closing conditions and integration execution. The companies state they expect to close no later than June 1, 2026, which would formally combine their franchises and begin post-merger integration and cost-structure alignment.

The filing also highlights extensive forward-looking risk factors, including potential disruption to customer and employee relationships, macroeconomic and credit risks, regulatory exam outcomes, and possible dilution from additional OceanFirst share issuance in connection with the transaction and a proposed Warburg Pincus investment.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Federal Reserve approval date: April 24, 2026 NYDFS approval date: March 23, 2026 OCC approval date: April 6, 2026 +5 more

8 metrics

Federal Reserve approval date April 24, 2026 Board of Governors approval of OceanFirst–Flushing merger

NYDFS approval date March 23, 2026 New York State Department of Financial Services clearance

OCC approval date April 6, 2026 Office of the Comptroller of the Currency approval

Shareholder approval date April 2, 2026 OceanFirst and Flushing stockholders approved merger

Expected merger closing deadline June 1, 2026 Companies expect merger to close no later than this date

Annual meeting date and time May 27, 2026, 8:00 a.m. ET OceanFirst 2026 virtual annual stockholder meeting

OceanFirst Bank asset size $14.6 billion Described size of regional bank subsidiary

OceanFirst Bank founding year 1902 Year OceanFirst Bank N.A. was founded

Key Terms

Agreement and Plan of Merger, Form S-4, joint proxy statement/prospectus, forward-looking statements, +2 more

6 terms

Agreement and Plan of Merger financial

"pursuant to the Agreement and Plan of Merger, dated as of December 29, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Form S-4 regulatory

"OceanFirst’s registration statement on Form S-4 that contains a joint proxy statement/prospectus"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

joint proxy statement/prospectus regulatory

"includes a preliminary joint proxy statement/prospectus that was distributed to holders"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

forward-looking statements regulatory

"This press release contains certain forward-looking statements within the meaning of the federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"intended to be subject to the safe harbor provided by ... the Private Securities Litigation Reform Act of 1995"

dilution financial

"the dilution caused by OceanFirst’s issuance of additional shares of its capital stock in connection with the transaction"

Dilution occurs when a company issues additional shares, increasing the total number of shares outstanding. This can reduce the ownership percentage and voting power of existing shareholders, similar to slicing a pie into more pieces—each piece becomes smaller. For investors, dilution can mean a reduced stake in the company and potentially lower earnings per share, affecting the value of their investment.

Understanding 8-K Material Events →

04/27/2026 - 07:30 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 27, 2026

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 No.)

(IRS Employer
Identification No.)

110 West Front Street, Red Bank, New Jersey 07701

(Address of principal executive offices, including zip code)

(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:


x			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 8.01. Other Events.

On April 27, 2026, OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), and Flushing Financial Corporation, a Delaware corporation (“Flushing”), announced that the Board of Governors of the Federal Reserve System granted its approval, on April 24, 2026, of the previously announced combination of OceanFirst and Flushing as well as OceanFirst’s and Flushing’s respective bank subsidiaries, OceanFirst Bank, N.A. and Flushing Bank, pursuant to the Agreement and Plan of Merger, dated as of December 29, 2025 (the “Merger Agreement”), by and among OceanFirst, Apollo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of OceanFirst (“Merger Sub”), and Flushing. In addition, the New York State Department of Financial Services and the Office of the Comptroller of the Currency granted their requisite approval of the proposed transaction on March 23, 2026 and April 6, 2026, respectively.

With the foregoing approvals, no further regulatory approvals are required to complete the proposed transaction. The parties anticipate that the proposed transaction will close no later than June 1, 2026, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement.

OceanFirst also announced that its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held virtually on Wednesday May 27, 2026 at 8:00 a.m. Eastern Time. The record date for stockholders to vote at the Annual Meeting is Thursday, April 2, 2026. Voting before the meeting is encouraged, even for stockholders planning to participate in the virtual webcast. Votes may be submitted by telephone or online according to the instructions on the proxy card or by mail. A link to the live webcast is available by visiting oceanfirst.com - Investor Relations. Access will begin at 7:45 a.m. Eastern Time to allow time for stockholders to log-in with the control number provided on the proxy card prior to 8:00 a.m. Eastern Time scheduled start. Eligible stockholders may also vote during the live meeting online at www.virtualshareholdermeeting.com/OCFC2026 by entering the 16-digit control number included on the proxy card or notice. As a reminder, participants of the meeting are not required to vote. Additional information regarding virtual access to the meeting will be distributed prior to the meeting.

A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description of Exhibit


99.1	Joint Press Release, dated	April 27, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statements Regarding Forward-Looking Information

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 affiliates of funds managed by Warburg Pincus LLC (“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, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, 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 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; (xviii) 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; (xxviii) 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 contains a joint proxy statement/prospectus and other documents filed by OceanFirst or Flushing from time to time with the U.S. Securities and Exchange Commission (the “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 relates to the proposed transaction between OceanFirst and Flushing and the proposed investment in OceanFirst by Warburg. On February 6, 2026, OceanFirst filed a registration statement on Form S-4 with the SEC (as amended on February 23, 2026), which includes a preliminary joint proxy statement/prospectus that was 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 was declared effective, OceanFirst and Flushing mailed a definitive joint proxy statement/prospectus to their respective stockholders that, as of the applicable record date, were entitled to vote on the matters considered at the OceanFirst stockholder meeting and at the Flushing stockholder meeting, as applicable.

BEFORE MAKING ANY 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) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AND THE DEFINITIVE VERSIONS THEREOF, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO SUCH DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY 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.

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.

Dated:	April 27, 2026	/s/ Patrick S. Barrett
		Patrick S. Barrett
		Senior Executive Vice President and Chief Financial Officer


						Press Release

Exhibit 99.1

Company Contact:

Patrick S. Barrett

Chief Financial Officer

OceanFirst Financial Corp.

1.888.623.2633 ext. 27507

Email: pbarrett@oceanfirst.com

FOR IMMEDIATE RELEASE

OCEANFIRST FINANCIAL CORP. AND FLUSHING FINANCIAL CORPORATION ANNOUNCE RECEIPT OF ALL REQUISITE REGULATORY AND SHAREHOLDER APPROVALS TO COMPLETE PROPOSED MERGER AND ANNUAL MEETING DATE

RED BANK, N.J. and UNIONDALE, N.Y. April 27, 2026. OceanFirst Financial Corp. (NASDAQ: “OCFC”) (“OceanFirst”), the holding company for OceanFirst Bank N.A., and Flushing Financial Corporation (NASDAQ: “FFIC”) (“Flushing”), the holding company for Flushing Bank, today jointly announced the receipt of regulatory approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve”) on April 24, 2026, to complete the proposed merger of Flushing with and into OceanFirst. The Federal Reserve approval follows recent approvals from the New York State Department of Financial Services and the Office of the Comptroller of the Currency on March 23, 2026, and April 6, 2026, respectively. All necessary regulatory approvals to complete the proposed transaction have now been received. In addition, as previously announced, both OceanFirst and Flushing received shareholder approval for the transaction on April 2, 2026.

OceanFirst and Flushing expect to close the merger no later than June 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions.

OceanFirst also announced that its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held virtually on Wednesday May 27, 2026 at 8:00 a.m. Eastern Time. The record

date for stockholders to vote at the Annual Meeting is Thursday, April 2, 2026. Voting before the meeting is encouraged, even for stockholders planning to participate in the virtual webcast. Votes may be submitted by telephone or online according to the instructions on the proxy card or by mail. A link to the live webcast is available by visiting oceanfirst.com - Investor Relations. Access will begin at 7:45 a.m. Eastern Time to allow time for stockholders to log-in with the control number provided on the proxy card prior to 8:00 a.m. Eastern Time scheduled start. Eligible stockholders may also vote during the live meeting online at www.virtualshareholdermeeting.com/OCFC2026 by entering the 16-digit control number included on the proxy card or notice. As a reminder, participants of the meeting are not required to vote. Additional information regarding virtual access to the meeting will be distributed prior to the meeting.

###

About OceanFirst

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a $14.6 billion regional bank serving business and retail customers throughout New Jersey and the major metropolitan areas from Massachusetts through Virginia. OceanFirst Bank delivers commercial and residential financing, treasury management, trust and asset management, and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey. To learn more about OceanFirst, please visit us at www.oceanfirst.com.

About Flushing

Flushing Financial Corporation (NASDAQ:FFIC) is the holding company for Flushing Bank, an FDIC insured, New York State-chartered commercial bank that operates banking offices in Queens, Brooklyn, Manhattan, and on Long Island. The Bank has been building relationships with families, business owners, and communities since 1929. Today, it offers the products, services, and conveniences associated with large commercial banks, including a full complement of deposit, loan, equipment finance, and cash management services. Rewarding customers with personalized attention and bankers

that can communicate in the languages prevalent within these multicultural markets is what makes the Bank uniquely different. As an Equal Housing Lender and leader in real estate lending, the Bank's experienced lending teams create mortgage solutions for real estate owners and property managers both within and outside the New York City metropolitan area. The Bank also fosters relationships with consumers nationwide through its online banking division with the iGObanking and BankPurely brands.

Additional information on Flushing Bank and Flushing Financial Corporation may be obtained by visiting the Company's website at FlushingBank.com.

Cautionary Statements Regarding Forward-Looking Information

This press release 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 affiliates of funds managed by Warburg Pincus LLC (“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 press release, 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, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.

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 contains a joint proxy statement/prospectus and other documents filed by OceanFirst or Flushing from time to time with the U.S. Securities and Exchange Commission (the “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 press release. 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 press release. 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 press release relates to the proposed transaction between OceanFirst and Flushing and the proposed investment in OceanFirst by Warburg. On February 6, 2026, OceanFirst filed a registration statement on Form S-4 with the SEC (as amended on February 23, 2026), which includes a preliminary joint proxy statement/prospectus that was 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 was declared effective, OceanFirst and Flushing mailed a definitive joint proxy statement/prospectus to their respective stockholders that, as of the applicable record date, were entitled to vote on the matters considered at the OceanFirst stockholder meeting and at the Flushing stockholder meeting, as applicable.

Investor Relations Inquiries:

OceanFirst Financial Corp.

Alfred Goon

SVP Corporate Development and Investor Relations

investorrelations@oceanfirst.com

Flushing Financial Corporation

Susan K. Cullen

SEVP Chief Financial Officer

scullen@flushingbank.com

Source: View Original Filing on SEC EDGAR

FAQ

What did OceanFirst Financial Corp. (OCFC) announce about its merger with Flushing Financial?

OceanFirst announced that all regulatory and shareholder approvals needed to complete its merger with Flushing Financial have been received. Approvals include the Federal Reserve, New York’s banking regulator, the OCC, and both companies’ stockholders, allowing closing targeted no later than June 1, 2026.

Which regulators have approved the OceanFirst and Flushing merger?

The merger has approvals from the Federal Reserve Board on April 24, 2026, the New York State Department of Financial Services on March 23, 2026, and the Office of the Comptroller of the Currency on April 6, 2026. With these clearances, no further regulatory approvals are required to close.

When is the expected closing date for the OceanFirst and Flushing merger?

OceanFirst and Flushing expect to close their merger no later than June 1, 2026, subject to remaining customary closing conditions in the merger agreement. All major regulatory and shareholder approvals have already been obtained, reducing deal-completion uncertainty for investors.

When will OceanFirst’s 2026 annual stockholder meeting take place and who can vote?

OceanFirst’s 2026 annual stockholder meeting will be held virtually on May 27, 2026, at 8:00 a.m. Eastern Time. Stockholders of record as of April 2, 2026, are entitled to vote, either in advance by phone, online, mail, or during the live webcast.

How large is OceanFirst Bank and what markets does it serve?

OceanFirst Bank, founded in 1902, is described as a $14.6 billion regional bank. It serves business and retail customers throughout New Jersey and major metropolitan areas from Massachusetts through Virginia, offering lending, deposit, treasury management, and trust and asset management services.

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 28.7 KB