OceanFirst (OCFC) director receives 65,323 shares via Flushing merger terms

Rhea-AI Filing Summary

OCEANFIRST FINANCIAL CORP director Han Sam Sang Ki acquired 65,323 shares of common stock as a result of OceanFirst’s merger with Flushing Financial Corporation. The shares were received at no cash cost under the merger’s exchange ratio of 0.85 OceanFirst shares for each FFIC share.

The holdings include 4,080 restricted stock units that were issued pursuant to the merger agreements and are scheduled to cliff vest on January 30, 2027.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Han Sam Sang Ki

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	65,323	$0.00	--

Holdings After Transaction: Common Stock — 65,323 shares (Direct, null)

Footnotes (1)

1. Represents shares of Issuer Common Stock received pursuant to the Agreement and Plan of Merger, dated December 29, 2025 (the "Merger Agreement"), by and among OceanFirst Financial Corp. (the "Issuer"), Flushing Financial Corporation ("FFIC"), and Apollo Merger Sub Corp. ("Merger Sub"). At the effective time of the merger (the "Effective Time"), each share of FFIC common stock outstanding immediately prior to the Effective Time was converted into the right to receive 0.85 shares of Issuer Common Stock (the "Exchange Ratio") with cash paid in lieu of any fractional shares, in accordance with the Merger Agreement. Reflects OceanFirst securities acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby. Includes 4,080 restricted stock units acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby, which cliff vest on January 30, 2027.

Key Figures

Shares acquired: 65,323 shares Transaction price: $0.00 per share Exchange ratio: 0.85 shares +1 more

4 metrics

Shares acquired 65,323 shares Common Stock received as merger consideration; total holdings after transaction

Transaction price $0.00 per share Grant/award acquisition under merger terms, not an open-market purchase

Exchange ratio 0.85 shares OceanFirst shares per FFIC common share at the effective time of the merger

Restricted stock units 4,080 RSUs Acquired pursuant to the merger; scheduled to cliff vest on January 30, 2027

Key Terms

Agreement and Plan of Merger, Exchange Ratio, restricted stock units, cliff vest

4 terms

Agreement and Plan of Merger financial

"Represents shares of Issuer Common Stock received pursuant to the Agreement and Plan of Merger, dated 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.

Exchange Ratio financial

"was converted into the right to receive 0.85 shares of Issuer Common Stock (the "Exchange Ratio")"

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

restricted stock units financial

"Includes 4,080 restricted stock units acquired pursuant to the terms of the Merger Agreement"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

cliff vest financial

"Includes 4,080 restricted stock units ... which cliff vest on January 30, 2027"

A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Han Sam Sang Ki

(Last) (First) (Middle)

110 WEST FRONT STREET

(Street)

RED BANK NEW JERSEY 07701

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
OCEANFIRST FINANCIAL CORP [ OCFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		A		65,323	A	(1)(2)	65,323	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of Issuer Common Stock received pursuant to the Agreement and Plan of Merger, dated December 29, 2025 (the "Merger Agreement"), by and among OceanFirst Financial Corp. (the "Issuer"), Flushing Financial Corporation ("FFIC"), and Apollo Merger Sub Corp. ("Merger Sub"). At the effective time of the merger (the "Effective Time"), each share of FFIC common stock outstanding immediately prior to the Effective Time was converted into the right to receive 0.85 shares of Issuer Common Stock (the "Exchange Ratio") with cash paid in lieu of any fractional shares, in accordance with the Merger Agreement.

2. Reflects OceanFirst securities acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby.

3. Includes 4,080 restricted stock units acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby, which cliff vest on January 30, 2027.

Remarks:

	/s/ Steven J. Tsimbinos, Power of Attorney	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Han Sam Sang Ki report in this Form 4 for OCFC?

Han Sam Sang Ki reported acquiring 65,323 shares of OceanFirst common stock. The shares were received with no cash price as part of the merger consideration from Flushing Financial Corporation under an agreed share exchange ratio.

How were the 65,323 OceanFirst (OCFC) shares received by Han Sam Sang Ki?

The 65,323 OceanFirst shares were received through the merger with Flushing Financial Corporation. Each FFIC common share was converted into the right to receive 0.85 OceanFirst shares, with cash paid instead of any fractional shares under the merger agreement.

Was this OCFC Form 4 transaction an open-market purchase or a grant?

The transaction was classified as a grant or award acquisition, not an open-market purchase. Shares were issued at a price of $0.00 per share as merger consideration pursuant to the Agreement and Plan of Merger and related agreements.

What is the share exchange ratio described in this OCFC insider filing?

The filing states an exchange ratio of 0.85 OceanFirst common shares for each share of Flushing Financial Corporation common stock. This ratio determined how many OceanFirst shares each FFIC share converted into at the effective time of the merger.

What restricted stock units did Han Sam Sang Ki receive in the OCFC merger?

Han Sam Sang Ki’s position includes 4,080 restricted stock units in OceanFirst. These RSUs were acquired under the merger terms and are scheduled to cliff vest on January 30, 2027, meaning all units vest at once on that date.

How many OceanFirst (OCFC) shares does Han Sam Sang Ki hold after this transaction?

Following the transaction, Han Sam Sang Ki directly holds 65,323 shares of OceanFirst common stock. This total reflects the OceanFirst securities acquired under the merger agreement and related arrangements, including equity received in exchange for Flushing Financial shares.