OceanFirst (NASDAQ: OCFC) completes Flushing merger and $225M Warburg Pincus investment

Q: What are the merger terms between OceanFirst and Flushing Financial?

Flushing shareholders receive 0.85 shares of OceanFirst common stock for each Flushing share, plus cash in lieu of fractional shares. Total equity consideration is estimated at about $556.8 million , with approximately 29.28 million OceanFirst shares expected to be issued as stock consideration.

Q: How is Warburg Pincus investing in OceanFirst (OCFC)?

Warburg Pincus invested $225 million , buying about 9.5 million OceanFirst common shares at $19.76 per share and 1,812 NVCE shares at $19,760 each, plus a seven‑year warrant to purchase about 11.4 million additional NVCE shares at the same exercise price.

Q: What are OceanFirst’s pro forma earnings after acquiring Flushing?

On a pro forma basis, net income is $29.33 million for the three months ended March 31, 2026 and $96.39 million for 2025. Pro forma basic earnings per share are $0.30 and $0.94 for those periods, respectively, reflecting the combined company and new equity.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

OceanFirst Financial Corp. completed its merger with Flushing Financial Corporation and closed a concurrent $225 million strategic investment from Warburg Pincus. Flushing shareholders received 0.85 shares of OceanFirst common stock per Flushing share, with total merger consideration estimated at about $560.9 million and approximately 29.30 million OceanFirst shares issuable as stock consideration.

Warburg purchased about 9.5 million OceanFirst common shares and 1,812 shares of non-voting, common-equivalent stock for $225 million, and received a seven-year warrant to buy about 11.4 million additional NVCE shares at $19,760 per share. Pro forma, OceanFirst estimates about 96.7 million common shares outstanding after closing and reports combined assets of roughly $23.5 billion as of March 31, 2026. Pro forma net income was $29.3 million for the three months ended March 31, 2026 and $96.4 million for 2025, with basic earnings per share of $0.30 and $0.94, respectively.

Positive

Transformational combination with Flushing and Warburg capital — OceanFirst closes a stock-for-stock merger valued at about $560.9 million and a concurrent $225 million equity investment from Warburg Pincus, creating a roughly $23.5 billion-asset regional bank with broader Northeast scale.

Negative

Significant equity issuance and warrant overhang — The merger and Warburg investment add about 29.3 million shares for Flushing holders, roughly 9.5 million shares for Warburg, and a warrant for about 11.4 million NVCE shares, increasing share count and introducing future potential dilution.

Insights

Transformational bank merger with sizable equity infusion and manageable goodwill.

OceanFirst closed its merger with Flushing Financial, issuing about 29.28 million shares as consideration valued near $560.9 million. Preliminary purchase accounting points to modest preliminary goodwill of $11.99 million on estimated net assets acquired of $548.9 million, suggesting terms roughly in line with fair value.

The company simultaneously completed a $225 million investment from Warburg Pincus, issuing roughly 9.5 million common shares, 1,812 NVCE shares and a seven‑year warrant for about 11.4 million NVCE shares at $19,760 per share. Pro forma, OceanFirst shows combined assets of about $23.46 billion and pro forma 2025 net income of $96.39 million, or $0.94 basic EPS on 98.08 million average shares.

The filing also details assumption of $251.86 million of Flushing subordinated and junior subordinated debt and a significantly expanded board, including six former Flushing directors and one Warburg designee. Future actual results will depend on integration execution and realizing any cost or revenue synergies, which are not baked into the pro forma figures.

8-K Event Classification

9 items: 1.01, 2.01, 2.03, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01

9 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

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

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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 5.02 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Merger equity consideration: $560.9M Warburg equity investment: $225M Shares issued to Flushing holders: 29.30M shares +5 more

8 metrics

Merger equity consideration $560.9M Preliminary total consideration transferred for Flushing acquisition

Warburg equity investment $225M Strategic investment in OceanFirst common and NVCE stock

Shares issued to Flushing holders 29.30M shares OceanFirst common stock issuable as merger consideration

Estimated shares outstanding post‑deal 96.7M shares OceanFirst common stock outstanding immediately after closing

Assumed subordinated and junior debt $251.86M Flushing subordinated and junior subordinated debt assumed at merger

Pro forma total assets $23.46B Combined balance sheet as of March 31, 2026

Pro forma 2025 net income $96.39M Year ended December 31, 2025, pro forma combined

Pro forma 2025 basic EPS $0.94/share Year ended December 31, 2025, basic earnings per share

Key Terms

Exchange Ratio, non-voting, common-equivalent stock, Registration Rights Agreement, unaudited pro forma condensed combined financial information, +2 more

6 terms

Exchange Ratio financial

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

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.

non-voting, common-equivalent stock financial

"a new class of OceanFirst non-voting, common-equivalent stock (“NVCE Stock”) representing the economic equivalent of approximately 1.8 million shares"

Registration Rights Agreement regulatory

"OceanFirst entered into a Registration Rights Agreement with Warburg ... to provide customary registration rights"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

unaudited pro forma condensed combined financial information financial

"The following unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X"

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

core deposit intangibles financial

"Included in the transaction accounting adjustments are estimated core deposit intangibles of $50.0 million"

Core deposit intangibles are the recorded value placed on a bank’s customer deposits when one financial institution buys another, reflecting the extra worth of stable, low-cost accounts that are expected to stay after the sale. Investors care because this value is written into the buyer’s books and gradually expensed over time, which affects reported earnings and signals how much the market values the predictability and cost advantage of those customer relationships—similar to paying extra for a neighborhood store because its regular customers keep coming back.

Fixed-to-Floating Rate Subordinated Notes financial

"3.125% Fixed-to-Floating Rate Subordinated Notes due 2031 and 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032"

A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.

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Understanding 8-K Material Events →

06/01/2026 - 05:19 PM

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

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) (Zip 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. ☐

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 OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), Apollo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of OceanFirst (“Merger Sub”), and Flushing Financial Corporation, a Delaware corporation (“Flushing”).

Effective as of June 1, 2026 (the “Closing Date”), OceanFirst consummated its previously announced transaction with Flushing (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 1.01.

Entry into a Material Definitive Agreement.

The information set forth in Item 3.02 of this Current Report on Form 8-K under the heading “Registration Rights Agreement” is incorporated by reference into this Item 1.01.

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 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

At the effective time of the Second-Step Merger (the “Second Effective Time”), in connection with the Closing, OceanFirst assumed Flushing’s obligations with respect to an aggregate principal amount of $251,857,000 of subordinated debt and junior subordinated debt securities, which were previously issued by Flushing, comprising of (a) $125,000,000 in aggregate principal amount of 3.125% Fixed-to-Floating Rate Subordinated Notes due 2031, (b) $65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032, (c) $20,619,000 in aggregate principal amount of Fixed/Floating Rate Junior Subordinated Debentures due 2037, (d) $20,619,000 in aggregate principal amount of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2037, and (e) $20,619,000 in aggregate principal amount of unsecured Junior Subordinated Deferrable Interest Notes due 2037.

The supplemental indentures and assignment and assumption agreements, pursuant to which OceanFirst assumed the obligations with respect to the subordinated notes, as well as the original indentures, pursuant to which the subordinated notes were issued, have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. OceanFirst agrees to furnish a copy of such documents to the SEC upon request.

Item 3.02.

Unregistered Sale of Equity Securities.

Investment Agreement

On the Closing Date, OceanFirst (a) issued and sold to affiliates of funds managed by Warburg Pincus LLC (“Warburg”), for an aggregate purchase price of $225 million, approximately (i) 9.5 million shares of OceanFirst Common Stock, at $19.76 per share of OceanFirst Common Stock and (ii) 1,812 shares of a new class of OceanFirst non-voting, common-equivalent stock (“NVCE Stock”) representing the economic equivalent of approximately 1.8 million shares of OceanFirst Common Stock, at $19,760 per share of NVCE Stock and (b) issued to Warburg a warrant to purchase approximately 11.4 million shares of NVCE Stock with an exercise price of $19,760 per share of NVCE Stock (the “Warrant” and together with clause (a), the “Investment”). The Warrant carries a term of seven years and can be exercised voluntarily following the third anniversary of the Investment Closing. The Warrant can also be voluntarily exercised prior to the third anniversary of the Investment Closing, (A) in the event the market price of OceanFirst Common Stock reaches or exceeds $30 per share at the closing of any trading day or (B) in connection with certain change of control transactions involving OceanFirst. The Warrant is 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. The issuance and sale were made pursuant to the investment agreement, dated December 29, 2025, entered into by OceanFirst and Warburg (such agreement, the “Investment Agreement”).

The estimated total number of shares of OceanFirst Common Stock outstanding immediately after the Closing, giving effect to the issuance and sale under the Investment Agreement described above, is approximately 96.7 million shares, which includes approximately (a) 29.30 million shares issued to Flushing stockholders and (b) 9.5 million shares issued to Warburg.

From and after the closing of the Investment (the “Investment Closing”), Warburg is prohibited from transferring any securities acquired pursuant to the Investment Agreement to certain activist investors, competitors of OceanFirst or sanctioned parties, subject to certain exceptions.

OceanFirst’s offering and sale of shares of OceanFirst Common Stock, the NVCE Stock and Warrant were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.

Registration Rights Agreement

On the Closing Date, OceanFirst entered into a Registration Rights Agreement with Warburg (the “Registration Rights Agreement”), pursuant to which OceanFirst agreed to provide customary registration rights to Warburg and its affiliates and certain permitted transferees with respect to the shares of OceanFirst Common Stock purchased under the Investment Agreement, and the shares of OceanFirst Common Stock issued upon the conversion of shares of the NVCE Stock purchased under the Investment Agreement or issued upon the exercise of the Warrant. Under the Registration Rights Agreement, Warburg is entitled to customary S-3 shelf registration rights, “demand” registrations and “piggyback” registration rights, in each case, subject to certain limitations as set forth in the Registration Rights Agreement.

The foregoing description of the Investment Agreement, the Registration Rights Agreement, the Warrant and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the full text of the Investment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and in each case incorporated by reference herein.

Item 3.03.

Material Modifications to Rights of Security Holders.

In connection with the consummation of the Investment, OceanFirst filed a Certificate of Designations with the Secretary of State of the State of Delaware (the “Delaware Secretary”) for the purpose of creating the NVCE Stock (the “Certificate of Designations”). The Certificate of Designations was filed on May 29, 2026.

The foregoing summaries and referenced descriptions of the terms of the NVCE Stock are qualified in their entirety by reference to the full text of the Certificate of Designations, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02.

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

Board of Directors

As previously disclosed on OceanFirst’s Current Report on Form 8-K filed on December 29, 2025, at the Second Effective Time and in accordance with the terms of the Merger Agreement, (a) the following six former directors of Flushing were appointed to serve as directors on the board of directors of OceanFirst (the “OceanFirst Board”), effective as of the Effective Time: John R. Buran, Alfred DelliBovi, Steven D’Iorio, Louis C. Grassi, Sam S. Han, and Caren C. Yoh (the “Flushing Directors”), and (b) Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst, pursuant to the Investment Agreement (such director, collectively with the Flushing Directors, the “New Directors”). Other than the Merger Agreement and, in the case of Todd Schell, the Investment Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. The New Directors join the following 10 directors of OceanFirst who will continue their service as directors of OceanFirst: Christopher D. Maher, Anthony R. Coscia, Jack M. Farris, Robert C. Garrett, Nicos Katsoulis, Joseph J. Lebel, Steven M. Scopellite, Grace C. Torres, Patricia L. Turner and Dalila Wilson-Scott.

As a result of the Mergers and effective as of the Effective Time, each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board. The departures did not result, in whole or in part, from any disagreement with OceanFirst or its management.

Accordingly, effective as of the Effective Time on June 1, 2026, the OceanFirst Board had the following members:

Christopher D. Maher, Anthony R. Coscia, Jack M. Farris, Robert C. Garrett, Nicos Katsoulis, Joseph J. Lebel, Steven M. Scopellite, Grace C. Torres, Patricia L. Turner, Dalila Wilson-Scott, John R. Buran, Alfred DelliBovi, Steven D’Iorio, Louis C. Grassi, Sam S. Han, Caren C. Yoh, and Todd Schell.

Pursuant to the Merger Agreement, effective as of the effective time of the Bank Merger, each of the members of the OceanFirst Board were appointed to the board of directors of OceanFirst Bank (the “OceanFirst Bank Board”) and John R. Buran was appointed as Chairman of the OceanFirst Bank Board.

Biographical Information

Biographical information related to the Flushing Directors can be found in the definitive proxy statement on Schedule 14A filed by Flushing with the SEC on April 17, 2025.

Todd Schell is a Managing Director at Warburg, where he focuses on financial services. He chairs the firm’s U.S. Fintech effort and serves on the boards of ECN Capital Corp., IntraFi, Facet Wealth and PayJoy. Prior to joining Warburg Pincus LLC, Mr. Schell covered financial institutions in the Investment Banking division at Barclays Capital. Mr. Schell received an MBA from Harvard Business School and a BA from Amherst College.

Chairman of the Board

Effective as of the Second Effective Time, pursuant to the terms of the Merger Agreement, John R. Buran was appointed as the Non-Executive Chairman of the OceanFirst Board. At the Closing, Christopher D. Maher, the Chairman, President and Chief Executive Officer of OceanFirst, ceased serving as Chairman of the OceanFirst Board. Mr. Buran will continue to serve as the Non-Executive Chairman for two years following the Closing. Following John Buran’s term, Mr. Maher will be re-appointed Chairman of the OceanFirst Board for a term not exceeding one year. Thereafter, the OceanFirst board will appoint a Chairman of the OceanFirst Board in its discretion. Mr. Buran will also be nominated to the OceanFirst Board at each of the five annual meetings of stockholders of OceanFirst following the Merger Closing.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Mergers, OceanFirst filed a Certificate of Designations with the Delaware Secretary for the purpose of fixing the designations, conversion or other rights, voting powers and limitations of the NVCE Stock.

Information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

The foregoing summary and referenced description of the Certificate of Designations do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Designations, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure

On June 1, 2026, OceanFirst issued a press release announcing the completion of the Mergers. A copy of the press release is filed as Exhibit 99.4 to this Current Report and is incorporated herein by reference.

The information contained in this Item 7.01, as well as Exhibit 99.4 referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The financial statements of Flushing Financial Corporation required by Item 9.01(a) of Form 8-K are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report and incorporated by reference into this Item 9.01(a).

(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) of Form 8-K is filed as Exhibit 99.3 to this Current Report and incorporated by reference into this Item 9.01(b).

(d) Exhibits.

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


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as 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 OceanFirst Financial Corp.’s Form 8-K filed with the SEC on January 5, 2026 (File No. 001-11713))^*

3.1		OceanFirst Financial Corp. Certificate of Designations relating to a new class of non-voting, common-equivalent stock, effective as of May 29, 2026

4.1		Warrant, dated as of June 1, 2026, issued by OceanFirst Financial Corp. to WPGG 14 Orion Investments, L.P., an affiliate of funds managed by Warburg Pincus LLC.

4.2		Warrant, dated as of June 1, 2026, issued by OceanFirst Financial Corp. to WPFS II Orion Investments, L.P., an affiliate of funds managed by Warburg Pincus LLC.

10.1		Investment Agreement, dated as of December 29, 2025, by and between OceanFirst Financial Corp. and affiliates of funds managed by Warburg Pincus LLC (incorporated by reference to Exhibit 10.2 of OceanFirst Financial Corp.’s Form 8-K filed with the SEC on January 5, 2026 (File No. 001-11713))^*

10.2		Registration Rights Agreement, dated June 1, 2026, by and among OceanFirst Financial Corp. and affiliates of funds managed by Warburg Pincus LLC

23.1		Consent of BDO USA, P.C., Independent Registered Public Accounting Firm for Flushing Financial Corporation

99.1		Audited consolidated financial statements of Flushing Financial Corporation as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 and the related notes thereto and Management’s Report on Internal Control over Financial Reporting as of December 31, 2025 (incorporated by reference to Part II, Item 8 and Item 9A, respectively, of Flushing Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026 (File No. 001-33013))

99.2		Unaudited financial statements of Flushing Financial Corporation as of and for the three months ended March 31, 2026 (incorporated by reference to Part I, Item 1 of Flushing Financial Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 11, 2026 (File No. 001-33013))

99.3		Unaudited pro forma condensed combined financial information

99.4		Press Release, dated as of June 1, 2026

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.
Date: June 1, 2026

						/s/ Steven J. Tsimbinos
						Steven J. Tsimbinos
						Senior Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X and presented to illustrate the estimated effects of the accounting for the mergers and equity financing based on the historical consolidated financial statements and accounting records of OceanFirst Financial Corp. (“OceanFirst”) and Flushing Financial Corporation (“Flushing”).

The accounting for the mergers depicted in the unaudited pro forma condensed combined consolidated financial information has been prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations and the equity financing has been accounted for under FASB ASC Topic 505, Equity, ASC Topic 480, Distinguishing Liabilities from Equity and ASC Subtopic 815-40, Derivatives and Hedging-Contracts in an Entity’s Own Equity. The unaudited pro forma condensed combined financial information should be read in conjunction with the transaction accounting adjustments described in the accompanying notes. The unaudited pro forma condensed combined financial information assumes that the assets and liabilities of Flushing will be recorded by OceanFirst at their respective fair values as of the date the mergers are completed.

The unaudited pro forma condensed combined consolidated balance sheet combines the historical consolidated balance sheets of OceanFirst and Flushing as of March 31, 2026, giving effect to the mergers and equity financing as if the mergers and equity financing had occurred on March 31, 2026. The unaudited pro forma condensed combined consolidated statements of income for the three months ended March 31, 2026 and for the year ended December 31, 2025 combined the historical consolidated statements of income of OceanFirst and Flushing for such periods, giving effect to the mergers and equity financing as if the transactions had occurred on January 1, 2025. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial position or results of operations of the combined company that would have been realized had the mergers been completed on the aforementioned dates.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, (i) the OceanFirst historical financial statements previously filed with the SEC and (ii) the Flushing historical financial statements included or incorporated by reference into this Current Report on Form 8-K, including the following historical financial statements and accompanying notes:

•

the historical audited consolidated financial statements and accompanying notes of OceanFirst as of and for the year ended December 31, 2025 (included in OceanFirst’s Annual Report on Form 10-K for the year ended December 31, 2025), as previously filed with the SEC;

•

the historical unaudited consolidated financial statements and accompanying notes of OceanFirst as of and for the three months ended March 31, 2026 (included in OceanFirst’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026), as previously filed with the SEC;

•

the historical audited consolidated financial statements and accompanying notes of Flushing as of and for the year ended December 31, 2025 (included in Flushing’s Annual Report on Form 10-K for the year ended December 31, 2025), which are included or incorporated by reference into this Current Report on Form 8-K; and

•

the historical unaudited consolidated financial statements and accompanying notes of Flushing as of and for the three months ended March 31, 2026 (included in Flushing’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026), which are included or incorporated by reference into this Current Report on Form 8-K.

In addition, the unaudited pro forma condensed combined financial information should also be read together with other financial data included elsewhere or incorporated by reference into this Current Report on Form 8-K.

The unaudited pro forma condensed combined financial information is for informational purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future. The pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The unaudited pro forma condensed combined financial information also does not consider any expense efficiencies, increased revenue or other potential financial benefits of the mergers. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustments and may vary materially from the actual purchase price allocation that will be recorded upon completion of the mergers. The pro forma adjustments and unaudited pro forma condensed combined financial information included herein are preliminary and based on information currently available as of the time of this Current Report on Form 8-K. The final purchase price allocation may differ materially from the estimates reflected in this pro forma presentation.

The unaudited pro forma condensed combined financial information should not be considered indicative of the market value of OceanFirst common stock or the actual or future results of operations of OceanFirst for any period. Changes in the estimated fair values of acquired assets and assumed liabilities, changes in Flushing’s equity between March 31, 2026, and the closing date, or changes in the assumed OceanFirst stock price used to measure the fair value of the consideration, may result in material differences in the amounts ultimately recorded, including the amount of goodwill or bargain purchase gain.

OCEANFIRST FINANCIAL CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2026


(in thousands)	OceanFirst Historical			Flushing Historical, as Reclassified (Note 4)					Transaction Accounting Adjustments (Note 7)				Pro Forma Combined
Assets
Cash and due from banks	$	136,981		$	158,707				$	212,092		(a), (b)	$	507,780
Debt securities available-for-sale, at estimated fair value		1,181,087			1,628,587					—				2,809,674
Debt securities held-to-maturity, net of allowance for securities credit losses		852,917			49,853					(4,641	)	(c)		898,129
Equity investments		88,239			—					—				88,239
Restricted equity investments, at cost		119,503			18,520		(1	)		—				138,023
Loans receivable, net of allowance for loan credit losses		11,059,275			6,517,080					(263,687	)	(d), (e), (f)		17,312,668
Interest and dividends receivable		49,588			60,418					—				110,006
Other real estate owned		10,393			—					—				10,393
Premises and equipment, net		112,066			17,193					—				129,259
Bank owned life insurance		271,650			228,881					—				500,531
Goodwill		517,481			—					11,992		(m)		529,473
Intangibles		8,198			696					49,304		(g)		58,198
Other assets		148,958			182,914		(2	)		38,876		(n)		370,748

Total assets	$	14,556,336		$	8,862,849				$	43,936			$	23,463,121

Liabilities
Deposits	$	11,155,916		$	7,484,146				$	(8,765	)	(h)	$	18,631,297
Federal Home Loan Bank (“FHLB”) advances		1,180,179			172,185		(3	)		—				1,352,364
Securities sold under agreements to repurchase with customers		67,249			—					—				67,249
Other borrowings		255,518			244,314		(3	)		(25,092	)	(i)		474,740
Advances by borrowers for taxes and insurance		25,851			96,242		(4	)		—				122,093
Other liabilities		202,255			168,554		(5	)		18,676		(j)		389,485

Total liabilities	$	12,886,968		$	8,165,441				$	(15,181	)		$	21,037,228

Stockholders’ Equity
Common stock		629			387					20		(b), (k), (l)		1,036
Additional paid-in capital		1,121,646			325,789					446,778		(b), (k), (l)		1,894,213
Retained earnings		671,657			470,540					(486,989	)	(j), (k), (n)		655,208
Accumulated other comprehensive loss		(4,573	)		(2,659	)				2,659		(k)		(4,573	)
Less: Unallocated common stock held by Employee Stock Ownership Plan		(991	)		—					—				(991	)
Treasury stock		(119,000	)		(96,649	)				96,649		(k)		(119,000	)

OceanFirst Financial Corp. stockholders’ equity	$	1,669,368		$	697,408				$	59,117			$	2,425,893

Total stockholders’ equity		1,669,368			697,408					59,117				2,425,893

Total liabilities and stockholders’ equity	$	14,556,336		$	8,862,849				$	43,936			$	23,463,121

See notes to the unaudited pro forma condensed combined financial information.

OCEANFIRST FINANCIAL CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2026


(in thousands, except per share amount)	OceanFirst Historical			Flushing Historical, as Reclassified (Note 4)					Transaction Accounting Adjustments (Note 7)				Pro Forma Combined
Interest Income:
Loans	$	145,324		$	91,643				$	7,954		(a)	$	244,921
Debt securities		19,810			19,560					290		(b)		39,660
Equity investments and other		3,157			2,172		(1	)		—				5,329

Total interest income	$	168,291		$	113,375				$	8,244			$	289,910

Interest Expense
Deposits		53,695			52,823					—				106,518
Borrowed funds		18,149			4,993		(2	)		1,568		(d)		24,710

Total interest expense	$	71,844		$	57,816				$	1,568			$	131,228

Net interest income	$	96,447		$	55,559				$	6,676			$	158,682
Provision for credit losses		2,738			2,011					—				4,749

Net interest income after provision	$	93,709		$	53,548				$	6,676			$	153,933

Other Income (loss):
Bankcard services revenue		1,629			1,868		(3	)		—				3,497
Trust and asset management revenue		433			—					—				433
Fees and service charges		2,813			—					—				2,813
Net gain (loss) on sales of loans		(28	)		94					—				66
Net gain (loss) on equity investments		(354	)		(3,560	)	(4	)		—				(3,914	)
Net gain (loss) from other real estate operations		(164	)		(49	)	(5	)		—				(213	)
Income from bank owned life insurance		1,874			2,301		(6	)		—				4,175
Other		545			717					—				1,262

Total other income	$	6,748		$	1,371					—			$	8,119

Operating Expenses
Compensation and employee benefits		39,484			26,610					—				66,094
Occupancy and Equipment		6,753			5,878		(7	)		—				12,631
Federal deposit insurance and regulatory assessments		3,215			1,001					—				4,216
Data processing		7,052			1,835					—				8,887
Professional fees		3,222			4,332					—				7,554
Amortization of intangibles		848			77		(8	)		2,602		(e)		3,527
Merger related expenses		4,150			—					—				4,150
Restructuring charges		128			—					—				128
Other operating expense		8,551			6,993		(8	)		—				15,544

Total operating expenses	$	73,403		$	46,726				$	2,602			$	122,731

Income before income taxes	$	27,054		$	8,193				$	4,074			$	39,321
Provision for income taxes		6,548			2,360					1,079		(h)		9,987

Net income	$	20,506		$	5,833				$	2,995			$	29,334

Net income attributable to non-controlling interest		—			—					—				—

Net income (loss) attributable to OceanFirst Financial Corp.		20,506			5,833					2,995				29,334

Net income available to common stockholders	$	20,506		$	5,833				$	2,995			$	29,334

Basic earnings per share	$	0.36		$	0.17				$	(0.23	)		$	0.30

Diluted earnings per share	$	0.36		$	0.17				$	(0.23	)		$	0.30

Average basic shares outstanding		57,043								40,664		(i)		97,707
Average diluted shares outstanding		57,048								40,664		(i)		97,712

See notes to the unaudited pro forma condensed combined financial information.

OCEANFIRST FINANCIAL CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2025


(in thousands, except per share amount)	OceanFirst Historical			Flushing Historical, as Reclassified (Note 4)					Transaction Accounting Adjustments (Note 7)				Pro Forma Combined
Interest Income:
Loans	$	556,894		$	377,431				$	33,225		(a)	$	967,550
Debt securities		72,057			80,856					1,160		(b)		154,073
Equity investments and other		13,503			9,805		(1	)		—				23,308

Total interest income	$	642,454		$	468,092				$	34,385			$	1,144,931

Interest Expense
Deposits		216,180			228,527					8,765		(c)		453,472
Borrowed funds		66,051			22,170		(2	)		6,273		(d)		94,494

Total interest expense	$	282,231		$	250,697				$	15,038			$	547,966

Net interest income	$	360,223		$	217,395				$	19,347			$	596,965
Provision for credit losses		16,171			12,788									28,959

Net interest income after provision	$	344,052		$	204,607				$	19,347			$	568,006

Other Income (loss):
Bankcard services revenue		6,534			7,455		(3	)		—				13,989
Trust and asset management revenue		1,514			—					—				1,514
Fees and service charges		17,865			—					—				17,865
Net gain (loss) on sales of loans		3,686			3,719					—				7,405
Net gain (loss) on equity investments		916			(1,604	)	(4	)		—				(688	)
Net gain (loss) from other real estate operations		(285	)		(1,139	)	(5	)		—				(1,424	)
Income from bank owned life insurance		7,753			8,765					—				16,518
Other		6,718			3,202					—				9,920

Total other income (loss)	$	44,701		$	20,398								$	65,099

Operating Expenses
Compensation and employee benefits		159,353			96,448					—				255,801
Occupancy and Equipment		26,471			21,865		(7	)		—				48,336
Federal deposit insurance and regulatory assessments		11,599			5,628					—				17,227
Data processing		27,723			7,349					—				35,072
Professional fees		15,090			17,166					—				32,256
Amortization of intangibles		3,634			350		(8	)		12,150		(e)		16,134
Merger related expenses		4,253			—					18,676		(f)		22,929
Restructuring charges		11,526			—					—				11,526
Impairment of goodwill		—			17,636					(17,636	)	(g)		—
Other operating expense		36,588			24,044		(8	)		—				60,632

Total operating expenses	$	296,237		$	190,486				$	13,190			$	499,913

Income (loss) before income taxes	$	92,516			34,519					6,157				133,192
Provision for income taxes		21,489			15,639					(378	)	(h)		36,750

Net income (loss)	$	71,027		$	18,880				$	6,535			$	96,442

Net income attributable to non-controlling interest		49			—					—				49

Net income (loss) attributable to OceanFirst Financial Corp.		70,978			18,880					6,535				96,393

Dividends on preferred shares		2,008			—					—				2,008
Loss on redemption of preferred stock		1,842			—					—				1,842

Net income (loss) available to common stockholders	$	67,128		$	18,880				$	6,535			$	92,543

Basic earnings per share	$	1.17		$	0.54				$	(0.77	)		$	0.94

Diluted earnings per share	$	1.17		$	0.54				$	(0.77	)		$	0.94
Average basic shares outstanding		57,419								40,664		(i)		98,083
Average diluted shares outstanding		57,425								40,664		(i)		98,089

See notes to the unaudited pro forma condensed combined financial information.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 – Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information is presented after giving effect to the mergers. The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives effect to the mergers as if the transaction had occurred on March 31, 2026. The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2026 and year ended December 31, 2025, give effect to the mergers as if the transaction had occurred on January 1, 2025.

The mergers will be accounted for using the acquisition method of accounting; accordingly, the difference between the purchase price as compared to the estimated fair value of the assets acquired (including identifiable intangible assets) and liabilities assumed will be recorded as goodwill or a bargain purchase gain.

The unaudited pro forma condensed combined financial information includes estimated adjustments to record the acquired assets and assumed liabilities of Flushing at their respective fair values and represents management’s estimates based on the information available at the time of this Current Report on Form 8-K. The pro forma adjustments included herein may be revised as additional information becomes available and as additional analysis is performed. The final allocation of the purchase price will be determined after the mergers are completed and after completion of a final analysis to determine the fair values of Flushing’s tangible, and identifiable intangible assets and liabilities as of the closing date.

All adjustments reflected in the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of income are transaction accounting adjustments as defined in Article 11-02(a)(6); no autonomous or management’s adjustments are included.

Note 2 – Recently Issued Accounting Standard

In November 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-08, Financial Instruments—Credit Losses (Topic 326). ASU 2025-08 expands the use of the gross-up method to certain acquired loans, including purchased seasoned loans (“PSL”), which are loans acquired in a business combination or otherwise purchased after origination that do not meet the definition of purchased credit deterioration (“PCD”) assets. Under ASU 2025-08, the gross-up method also applies to acquired non-PCD loans that qualify as PSL. This eliminates the recognition of day 1 credit loss expense and instead increases the amortized cost basis of such loans, affecting the pattern of interest income recognized in subsequent periods.

ASU 2025-08 is effective for interim and annual periods in fiscal years beginning after December 15, 2026, and is applied prospectively. The Company early adopted this standard as of December 31, 2025, described in Footnote 1 of OceanFirst’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026. Accordingly, the pro forma condensed combined financial information has been prepared in conformity with ASU 2025-08 and the Company’s accounting policies in effect as of March 31, 2026.

Note 3 – Accounting Policies

Upon completion of the mergers, OceanFirst will perform a comprehensive review of Flushing’s accounting policies. As a result of this review, management may identify differences between the accounting policies of OceanFirst and Flushing, which when conformed, could have a material impact on the financial statements of the combined company. As part of preparing the unaudited pro forma condensed combined financial information, OceanFirst conducted a preliminary review of the accounting policies of Flushing to determine if differences in accounting policies would result in material differences on the unaudited pro forma condensed combined financial information. Based on this initial review, OceanFirst did not identify any material adjustments to conform the accounting policies used to produce Flushing’s historical financial statements to those of OceanFirst.

In an effort to present the unaudited pro forma condensed combined financial information in a manner that the combined company believes is clear and most useful for the potential users of this unaudited pro forma condensed combined financial information, OceanFirst has presented the values contained herein in thousands (unless otherwise stated).

Note 4 – Reclassification Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Flushing’s financial information to identify differences in financial statement presentation as compared to those of OceanFirst. As a result, certain reclassification adjustments have been made to conform Flushing’s historical financial statement presentation to OceanFirst’s historical financial statement presentation. Following the completion of the mergers, or as more information becomes available, OceanFirst will finalize the review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

Reclassification adjustments to conform Flushing’s historical financial statement presentation to OceanFirst’s historical financial statement presentation included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026

1.	To reclassify $18.5 million from Federal Home Loan Bank stock, at cost to restricted equity investments, at cost.

2.	To reclassify $51.0 million from right-of-use assets to other assets.

3.	To reclassify $172.2 million from Federal Home Loan Bank advances and other borrowings to Federal Home Loan Bank advances. To reclassify $189.2 million from subordinated debentures and $55.1 million from junior subordinated debentures, at fair value to other borrowings.

4.	To reclassify $96.2 million from mortgagors’ escrow deposits to advances by borrowers for taxes and insurance.

5.	To reclassify $51.9 million from operating lease liability to other liabilities.

To reclassify $365 thousand and $1.9 million from Federal Home Loan Bank of New York stock dividends, $1.8 million and $7.8 million from other interest income, and $25 thousand and $111 thousand from dividends to equity investments and other for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

2.	To reclassify $5.0 million and $22.2 million from other interest expense to borrowed funds for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

3.	To reclassify $1.9 million and $7.5 million from banking services fee income to bankcard services revenue for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

To reclassify $3.6 million and $2.3 million from net gain (loss) from fair value adjustments to net gain (loss) on equity investments for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively. To reclassify $708 thousand from net gain (loss) on sale of securities to net gain (loss) on equity investments for the year ended December 31, 2025.

5.	To reclassify $49 thousand and $1.1 million from other real estate owned / foreclosure expense to net gain (loss) from other real estate operations for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

6.	To reclassify $99 thousand from life insurance proceeds to income from bank owned life insurance for the three months ended March 31, 2026.

7.	To reclassify $1.3 million and $5.3 million from depreciation and amortization of bank premises and equipment to occupancy and equipment for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

8.	To reclassify $77 thousand and $350 thousand from other operating expenses to amortization of intangibles for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

Note 5 – Preliminary Estimated Consideration Transferred

Under the terms of the merger agreement, in the first merger, Flushing stockholders will be entitled to receive 0.85 of a share of OceanFirst common stock for each share of Flushing common stock they own. The preliminary estimated consideration transferred is valued at approximately $560.9 million. This preliminary estimate is based on the price of shares of OceanFirst common stock as of May 26, 2026, which was $19.02, as well as the estimated settlement of Flushing’s employee awards that will fully vest upon closing. Given the range of prices of shares of OceanFirst common stock since the announcement of the transaction, the consideration transferred of the transaction at closing may differ materially from the consideration transferred included in the unaudited pro forma condensed combined financial information.

In addition to the aforementioned consideration transferred, fractional shares will be settled in cash. OceanFirst and Flushing acknowledge that payment of such cash consideration in lieu of issuing fractional shares is not separately bargained-for consideration and instead represents an operational expedient for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of fractional shares. The total amount of this cash settlement is expected to be immaterial. Therefore, an estimate for the cash settlement of fractional shares has not been reflected in the calculation of consideration transferred for the purposes of the unaudited pro forma condensed combined financial information presented.

Consideration transferred for the mergers is included in the transaction accounting adjustments as follows (dollars in thousands, except per share data):


Number of shares of Flushing’s stock outstanding as of May 26, 2026		33,883,626
Stock based compensation to be exchanged		559,939

Total shares exchanged		34,443,565
Exchange ratio		0.85

Estimated OceanFirst common shares to be issued		29,277,030
OceanFirst’s closing stock price on May 26, 2026	$	19.02

Total equity consideration	$	556,849

Flushing employee awards fully vested and settled at closing	$	2,752

Total cash consideration	$	2,752

Unvested Flushing employee awards attributable to precombination vesting		1,282

Total consideration transferred	$	560,882

The consideration transferred will depend on the market price of shares of OceanFirst common stock as of the date the first merger is consummated. OceanFirst believes that a 10% fluctuation in the market price of shares of OceanFirst common stock is reasonably possible based on historic volatility, and the potential effect on the consideration transferred would be:


	Company’s Share Price		Consideration Transferred		Estimated Goodwill (Bargain Purchase Gain)
As presented	$	19.02	$	560,882	$	11,992
10% increase		20.92		616,567		67,677
10% decrease		17.12		505,197		(43,693	)

Note 6 – Preliminary Estimated Allocation of Consideration Transferred

The transaction accounting adjustments include the purchase accounting entries to record the transaction. The excess of the consideration transferred over the fair value of the net assets acquired is recognized as goodwill. Estimated fair value of net assets acquired, net of deferred taxes included in the unaudited pro forma condensed combined financial statements are based upon available information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. For purposes of this unaudited pro forma condensed combined financial information, fair value adjustments are amortized/accreted on either a straight-line basis or under the sum-of-the-years’ digits method over their estimated average remaining lives. Tax expense related to the net fair value adjustments is calculated using an estimated effective tax rate of 27%, which represents the estimated combined effective tax rate which includes the statutory tax rate of 21% for federal income tax purposes plus the net effect of state income taxes and adjustments. In addition, OceanFirst estimated the deductibility of certain transaction expenses for tax purposes.

Included in the transaction accounting adjustments are estimated core deposit intangibles of $50.0 million. The core deposit intangibles are amortized under the sum-of-the-years’ digits method over an estimated average remaining life of seven (7) years (with an estimated $12.5 million, $10.7 million, $8.9 million, $7.1 million, and $5.4 million of amortization expense recognized in year one (1) through five (5), respectively). When the actual amount of core deposit intangibles is determined as of the date of acquisition, which may be more or less than the estimated amount, the sum-of-the-years’ digits method will be used to record amortization over the intangibles’ actual lives.

The following table summarizes the allocation of the preliminary consideration transferred of $560.9 million. The allocation of consideration transferred reflected herein is preliminary and incomplete. The final allocation may differ materially from the amounts presented.


(in thousands)	Amount
Assets acquired
Cash and due from banks	$	158,707
Debt securities available-for-sale		1,628,587
Debt securities held-to-maturity		45,212
Restricted equity investments		18,520
Loans receivable		6,253,393
Interest and dividends receivable		60,418
Premises and equipment, net		17,193
Bank owned life insurance		228,881
Intangibles		50,000
Other assets		219,563

Total assets	$	8,680,474
Liabilities assumed
Deposits		7,475,381
FHLB advances		172,185


Other borrowings		219,222
Advances by borrowers for taxes and insurance		96,242
Other liabilities		168,554

Total liabilities	$	8,131,584
Fair value of net assets acquired	$	548,890
Preliminary goodwill		11,992
Total consideration transferred	$	560,882

Note 7 – Pro Forma Transaction Accounting Adjustments

Adjustments related to the mergers included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026

The following provides additional details about the methods and assumptions used to determine the transaction accounting adjustments in the unaudited pro forma condensed combined balance sheet. All adjustments are based on current assumptions and/or valuations, which are subject to change.

To reflect the cash consideration paid in connection with the mergers of $2.8 million. The cash consideration represents payments made by OceanFirst to settle historical cash incentive awards of Flushing employees which have a single trigger change-in-control provision and become fully vested upon the closing of the mergers. Refer to “Note 6 – Preliminary Estimated Allocation of Consideration Transferred.”

To record the equity financing of $225.0 million to be received at the closing of the first merger pursuant to the investment agreement less estimated equity issuance costs of $10.2 million. The adjustment results in an increase to cash of $214.8 million and an increase in common stock and additional paid-in capital of $0.1 million and $214.7 million, respectively. Non-voting common equivalent (“NVCE”) stock and equity-classified warrants are included in the adjustment.

c.	To record the fair value adjustment for Flushing’s debt securities held to maturity of $4.6 million, which is expected to be accreted over four (4) years based on the expected average life of the portfolio.

d.	To eliminate Flushing’s historical net unamortized premiums and unearned loan fees totaling $12.9 million.

To record the fair value adjustment for Flushing’s loans of $295.3 million, which includes an estimated $127.3 million of interest rate mark and $168.0 million of allowance for credit losses. The estimated weighted average life of the loan portfolio is approximately four (4) years. All loans are accounted for as PCD or PSL loans upon adoption of ASU 2025-08 for the purposes of the unaudited pro forma condensed combined financial information.

f.	Adjustments to record the elimination of Flushing’s existing allowance for credit losses of $44.5 million.

To record the adjustment to remove Flushing’s historical intangible assets of $696 thousand and to recognize the estimated fair value of acquired core deposit intangibles of $50.0 million. OceanFirst’s identification of identifiable intangible assets is not complete and there may be more or less intangible assets recorded at the time of closing of the mergers.

h.	To record the fair value adjustment for Flushing’s time deposits of $8.8 million, which is expected to be accreted over one (1) year based on the contractual maturity of the related deposits.

i.	To record the fair value adjustment for Flushing’s other borrowings of $25.1 million, which is expected to be accreted over four (4) years based on the weighted average contractual maturity.

Adjustment to record $18.7 million of nonrecurring estimated transaction costs to be incurred by OceanFirst. The pre-tax adjustment resulted in an increase to other liabilities and a decrease to retained earnings of $18.7 million. The adjustment represents the accrual of additional transaction costs incurred by OceanFirst subsequent to March 31, 2026. Incurred transaction costs are included in the historical income statement of the Company for the three-month period ended March 31, 2026. In addition and not reflected in the unaudited pro forma condensed combined statements of income, OceanFirst expects to incur $60.3 million of estimated costs relating to severance, contract termination fees, system conversion costs, and marketing.

k.	Adjustment to eliminate Flushing’s historical stockholders’ equity of $697.4 million.

l.	Adjustment to record the issuance of OceanFirst stock of $0.01 par value at an exchange ratio of 0.85. Adjustment results in an increase to common stock, at par of $293 thousand and additional paid-in capital in excess of par value to Flushing stockholders of $557.8 million, respectively.

m.	To record the goodwill of $12.0 million as a result of the preliminary purchase price allocation. Refer to “Note 6 – Preliminary Estimated Allocation of Consideration Transferred.”

Adjustment to recognize tax impact (current and deferred taxes) associated with the transaction adjustments recorded above at an estimated effective tax rate of 27%, further adjusted by the treatment of transaction costs based on their estimated deductibility for tax purposes. The adjustment results in an increase to other assets and retained earnings of $38.9 million and $2.2 million, respectively.

Adjustments related to the mergers included in the unaudited pro forma condensed combined statements of income for the three (3) months ended March 31, 2026 and year ended December 31, 2025

The following provides additional details about the methods and assumptions used to determine the pro forma adjustments in the unaudited pro forma condensed combined statements of income. All adjustments are based on current assumptions and/or valuations, which are subject to change.

To record loan discount accretion of the estimated interest rate mark, based on the expected average life of the portfolio. The adjustments reflect the accretion of the $127.3 million estimated interest rate mark resulting in an increase in interest income from loans of $8.0 million and $33.2 million for the three (3) months ended March 31, 2026 and the year ended December 31, 2025, respectively. The weighted average life of the loan portfolio is approximately four (4) years.

To record accretion of the debt securities held-to-maturity fair value adjustment, based on the expected average life of the portfolio of four (4) years. The adjustments reflect the accretion of the $4.6 million fair value adjustment resulting in an increase in interest income from debt securities of $290 thousand and $1.2 million for the three (3) months ended March 31, 2026 and the year ended December 31, 2025, respectively.

To record accretion of the time deposit fair value adjustment, based on the contractual maturity of the related deposits of one (1) year. The adjustments reflect the accretion of the $8.8 million fair value adjustment resulting in an increase in interest expense from deposits of $8.8 million for the year ended December 31, 2025.

To record accretion of the other borrowed money fair value adjustment, based on the weighted average contractual maturity of four (4) years. The adjustments reflect the accretion of the $25.1 million fair value adjustment resulting in an increase in interest expense from borrowed funds of $1.6 million and $6.3 million for the three (3) months ended March 31, 2026 and the year ended December 31, 2025, respectively.

To record the adjustment to remove Flushing’s historical intangible asset amortization of $77 thousand and $350 thousand for the three (3) months ended March 31, 2026 and the year ended December 31, 2025, respectively. Additionally, to recognize the estimated amortization of the core deposit intangibles of $2.7 million and $12.5 million over an estimated average remaining life of seven (7) years for the three (3) months ended March 31, 2026 and the year ended December 31, 2025, respectively.

Reflects adjustments to record $18.7 million of nonrecurring transaction costs incurred after and not yet recognized as of March 31, 2026. In addition and not reflected in the unaudited pro forma condensed combined statements of income, OceanFirst expects to incur $60.3 million of estimated costs relating to severance, contract termination fees, system conversion costs, and marketing.

g.	To remove Flushing’s historical goodwill impairment of $17.6 million for the year ended December 31, 2025.

To recognize the tax impact of pro forma transaction related adjustments at the estimated effective tax rate of 27%, further adjusted by the treatment of transaction costs based on their estimated deductibility for tax purposes, resulting in a net increase to provision for income taxes of $1.1 million for the three (3) months ended March 31, 2026, and a net decrease to provision for income taxes of $378 thousand for the year ended December 31, 2025.

i.	To recognize the transaction adjustments to pro forma basic and diluted shares outstanding. Refer to “Note 8 – Earnings Per Share.”

Note 8 – Earnings per Share

The unaudited pro forma basic and diluted earnings per share for the three (3) months ended March 31, 2026 and the year ended December 31, 2025 have been calculated based on the estimated weighted average shares outstanding as if the shares to be issued in connection with the transaction had been issued and outstanding as of January 1, 2025. Pro forma weighted-average basic and diluted shares outstanding include an estimated 29.3 million shares of OceanFirst common stock to be issued to the Flushing stockholders and 11.4 million shares to be issued to Warburg Pincus LLC (“Warburg”) in the equity financing. As the unaudited pro forma condensed combined statements of income for the three (3) months ended March 31, 2026 and year ended December 31, 2025, give effect to the adjustments made reflecting the accounting for mergers and equity financing as if the mergers and equity financing had occurred on January 1, 2025, the calculation of weighted average shares outstanding for both the unaudited pro forma basic and diluted earnings per share assumes that the shares issuable relating to the transaction have been outstanding for the entire periods presented.

The following table summarizes the calculation of unaudited pro forma basic and diluted earnings per share (in thousands).


	Three Months Ended March 31, 2026		Year Ended December 31, 2025
OceanFirst average basic shares outstanding		57,043		57,419
Common stock to be issued to Flushing stockholders		29,277		29,277
Common and NVCE stock to be issued to Warburg		11,387		11,387

Average basic shares outstanding		97,707		98,083
Add: Effect of dilutive securities:
Incentive awards		5		6

Average diluted shares outstanding		97,712		98,089

Net income available to common stockholders	$	29,334	$	92,543
Basic earnings per share	$	0.30	$	0.94
Diluted earnings per share	$	0.30	$	0.94

Potentially issuable-shares are not included in the computation of diluted net income per share if the inclusion would be antidilutive. For the three (3) months ended March 31, 2026 and year ended December 31, 2025, antidilutive stock options and warrants of 12.7 million for both periods, were excluded from the earnings per share calculation.

As part of OceanFirst’s preliminary analysis of the warrants issued to Warburg, OceanFirst concluded that the warrants meet the criteria to be classified as equity in accordance with FASB ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Subtopic 815-40, Derivatives and Hedging-Contracts in an Entity’s Own Equity. The warrants are considered to be “in-the-money” when OceanFirst’s stock price is greater than $19.76 and would be accounted for under the treasury stock method.

OceanFirst cannot predict when the warrants will be in-the-money. As the stock price used for pro forma purposes is less than $19.76 (Refer to “Note 5 – Preliminary Estimated Consideration Transferred”), the impact of the warrants is not reflected in the unaudited pro forma condensed combined financial information or the calculation of the unaudited pro forma diluted earnings per share. If the market price of OceanFirst’s common stock were to increase to $21.76, the warrants would be in-the-money and there would be a less than $0.01 decrease to the unaudited pro forma diluted earnings per share for the three (3) months ended March 31, 2026 and a $0.01 decrease to the unaudited pro forma diluted earnings per share for the year ended December 31, 2025.

Exhibit 99.4

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. COMPLETES MERGER WITH FLUSHING

FINANCIAL CORPORATION AND $225 MILLION STRATEGIC INVESTMENT FROM WARBURG PINCUS

RED BANK, N.J. June 1, 2026. OceanFirst Financial Corp. (NASDAQ: “OCFC”) (“OceanFirst”), the holding company for OceanFirst Bank N.A., today announced the completion of its previously announced merger with Flushing Financial Corporation (NASDAQ: “FFIC”) (“Flushing”), the holding company for Flushing Bank. The combination creates a scaled, high-performing regional bank with a significant presence across New Jersey, New York, Long Island, and the major metropolitan areas from Massachusetts through Virginia. Following completion of the transaction, the combined company operates under the OceanFirst brand across 71 retail branches across its footprint. Concurrent with the completion of the merger, OceanFirst also completed its $225 million strategic investment from affiliates of funds managed by Warburg Pincus LLC (“Warburg Pincus”).

“Today marks an important milestone in our growth strategy and the next chapter for our combined organization,” said Christopher Maher, Chief Executive Officer of OceanFirst. “This combination pairs Flushing’s deeply rooted, 95-year community franchise with OceanFirst’s relationship-driven business model, expanded capabilities, and broader product set, and immediately scales our presence in the deposit-rich markets of Long Island and the New York City boroughs. By adding Warburg Pincus as a long-term capital partner, we are well positioned to deliver enhanced value to our clients, accelerate profitable growth, and create meaningful long-term value for our shareholders.”

OceanFirst now operates 71 retail branches across New Jersey, New York, Long Island, and Pennsylvania, providing clients with personalized service and a broader range of commercial and consumer banking, wealth, and treasury management capabilities.

Under the terms of the merger agreement, Flushing shareholders received 0.85x of a share of OceanFirst common stock for each share of Flushing common stock, and cash in lieu of fractional shares.

Following the closing, and pursuant to the terms of the merger agreement, John Buran, former President and Chief Executive Officer of Flushing, has joined OceanFirst as non-executive Chairman of the Board. The board of directors of the combined company consists of 17 directors: ten from the existing OceanFirst board, six from the existing Flushing board and one from Warburg Pincus.

“We are pleased to welcome these accomplished leaders to our Board,” Maher added. “They bring deep industry experience and strong knowledge of the New York and Long Island markets, and their insight will be invaluable as we deliver on the long-term potential of the combined franchise.”

In connection with the merger, OceanFirst will make a $5 million contribution to the OceanFirst Foundation to support nonprofit community organizations across the combined company’s markets, including New York and Long Island.

Keefe, Bruyette & Woods, Inc., A Stifel Company, served as financial advisor to OceanFirst and Simpson Thacher & Bartlett LLP served as its legal counsel. Piper Sandler & Co, served as financial advisor to Flushing and Hughes Hubbard & Reed LLP served as its legal counsel. J.P. Morgan acted as capital markets advisor and sole placement agent to OceanFirst. Jefferies LLC served as financial advisor to Warburg Pincus and Wachtell, Lipton, Rosen & Katz served as its legal counsel.

Additional information about the transaction is available in a Current Report on Form 8-K that is being filed by OceanFirst with the U.S. Securities and Exchange Commission (the “SEC”) simultaneously with the issuance of this press release.

###

About OceanFirst

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is an approximately $23 billion regional bank serving business and retail customers throughout New Jersey, New York, Long Island, 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.

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 transaction between OceanFirst and Flushing and the investment by affiliates of funds managed 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 transaction between OceanFirst and Flushing and the investment by Warburg, including statements as to the expected effects of the 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.

These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: (i) the effect of the transaction on OceanFirst’s relationships, operating results and business generally; (ii) potential difficulties in retaining OceanFirst customers and employees as a result of the transaction; (iii) OceanFirst’s estimates of its financial performance; (iv) 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; (v) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; (vi) 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 underwriting practices and the risk of fraud; (vii) fluctuations in the demand for loans; (viii) the ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund OceanFirst’s activities particularly in a rising or high interest rate environment; (ix) the rapid withdrawal of a significant amount of deposits over a short period of time; (x) results of examinations by regulatory authorities of OceanFirst and the possibility that any such regulatory authority may, among other things, limit OceanFirst’s business activities, restrict OceanFirst’s ability to invest in certain assets, refrain from issuing an approval or non-objection to certain capital or other actions, increase OceanFirst’s allowance for credit losses, result in write-downs of asset values, restrict OceanFirst’s ability or that of OceanFirst’s bank subsidiary to pay dividends, or impose fines,

penalties or sanctions; (xi) the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; (xii) changes in the markets in which OceanFirst competes, including with respect to the competitive landscape, technology evolution or regulatory changes; (xiii) changes in consumer spending, borrowing and saving habits; (xiv) slowdowns in securities trading or shifting demand for security trading products; (xv) 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; (xvi) legislative or regulatory changes; (xvii) changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, (xviii) impact of operating in a highly competitive industry; (xix) reliance on third party service providers; (xx) competition in retaining key employees; (xxi) 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; (xxii) changes to accounting principles and guidelines; (xxiii) litigation that may be instituted against OceanFirst or their respective directors and officers, including the effects of any outcomes related thereto; (xxiv) volatility in the trading price of OceanFirst’s securities; (xxv) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities; (xxvi) 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 does business; and (xxvii) 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 Annual Report on Form 10-K for the year ended December 31, 2025, and other documents filed by OceanFirst 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 OceanFirst does not presently know or that OceanFirst 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 expectations, plans or forecasts of future events and views as of the date of this press release. OceanFirst anticipates that subsequent events and developments will cause OceanFirst’s assessments to change. While OceanFirst may elect to update these forward-looking statements at some point in the future, OceanFirst specifically disclaims any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing OceanFirst’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. OceanFirst does not give any assurance that OceanFirst will achieve the results or other matters set forth in the forward-looking statements.

Investor Relations Inquiries:

OceanFirst Financial Corp.

Alfred Goon

SVP Corporate Development and Investor Relations

investorrelations@oceanfirst.com

Source: View Original Filing on SEC EDGAR

FAQ

What did OceanFirst (OCFC) announce in this 8-K filing?

OceanFirst announced it completed its merger with Flushing Financial and closed a concurrent $225 million strategic equity investment from Warburg Pincus. The deal creates a regional bank with about $23.5 billion in pro forma assets and an expanded branch footprint.

What are the merger terms between OceanFirst and Flushing Financial?

Flushing shareholders receive 0.85 shares of OceanFirst common stock for each Flushing share, plus cash in lieu of fractional shares. Total equity consideration is estimated at about $556.8 million, with approximately 29.28 million OceanFirst shares expected to be issued as stock consideration.

How is Warburg Pincus investing in OceanFirst (OCFC)?

Warburg Pincus invested $225 million, buying about 9.5 million OceanFirst common shares at $19.76 per share and 1,812 NVCE shares at $19,760 each, plus a seven‑year warrant to purchase about 11.4 million additional NVCE shares at the same exercise price.

How many OceanFirst shares are outstanding after the merger and investment?

OceanFirst estimates about 96.7 million common shares outstanding immediately after closing, including approximately 29.30 million shares issued to Flushing stockholders and 9.5 million shares issued to Warburg. This figure is used in the company’s pro forma financial presentation.

What are OceanFirst’s pro forma earnings after acquiring Flushing?

On a pro forma basis, net income is $29.33 million for the three months ended March 31, 2026 and $96.39 million for 2025. Pro forma basic earnings per share are $0.30 and $0.94 for those periods, respectively, reflecting the combined company and new equity.

What debt obligations did OceanFirst assume from Flushing Financial?

At the second merger effective time, OceanFirst assumed about $251.86 million of subordinated and junior subordinated debt previously issued by Flushing. This includes $125 million of 3.125% notes due 2031 and $65 million of 6.000% notes due 2032, plus several junior subordinated debentures due 2037.

How did the OceanFirst board change after the Flushing merger?

Six former Flushing directors and one Warburg designee, Todd Schell, joined the OceanFirst board, creating a 17‑member board. John R. Buran became non‑executive chairman, while Christopher D. Maher remains President and CEO and will be reappointed chairman after Buran’s two‑year term.

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OceanFirst (NASDAQ: OCFC) completes Flushing merger and $225M Warburg Pincus investment

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FAQ

What did OceanFirst (OCFC) announce in this 8-K filing?

What are the merger terms between OceanFirst and Flushing Financial?

How is Warburg Pincus investing in OceanFirst (OCFC)?

How many OceanFirst shares are outstanding after the merger and investment?

What are OceanFirst’s pro forma earnings after acquiring Flushing?

What debt obligations did OceanFirst assume from Flushing Financial?

How did the OceanFirst board change after the Flushing merger?

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