OceanFirst director awarded 52,190 shares in merger

OCEANFIRST FINANCIAL CORP director Steven J. DIorio acquired 52,190 shares of common stock in a non-cash transaction.

Rhea-AI Filing Summary

OCEANFIRST FINANCIAL CORP director Steven J. DIorio acquired 52,190 shares of common stock in a non-cash transaction. The shares were received under a merger between OceanFirst, Flushing Financial Corporation, and Apollo Merger Sub Corp based on a 0.85-for-1 exchange ratio for each FFIC share.

The reported holdings after the transaction are 52,190 OceanFirst shares, including 4,080 restricted stock units that cliff vest on January 30, 2027. This reflects merger consideration rather than an open-market purchase or sale.

Insider Trade Summary

Grant/Award: 52,190 shares

Grant/Award 1 txn

Insider DIorio Steven J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	52,190	$0.00	$0.00

Holdings After Transaction: Common Stock — 52,190 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Reflects OceanFirst securities acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby.
3. F3. 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: 52,190 shares Post-transaction holdings: 52,190 shares Exchange ratio: 0.85 shares +2 more

5 metrics

Shares acquired 52,190 shares Common stock received as merger grant/award

Post-transaction holdings 52,190 shares Total direct OceanFirst common stock after transaction

Exchange ratio 0.85 shares OceanFirst shares per FFIC share in merger

Restricted stock units 4,080 RSUs Included in holdings; cliff vest on January 30, 2027

Transaction price $0.00 per share Non-cash grant/acquisition under merger agreement

Key Terms

Agreement and Plan of Merger, Exchange Ratio, restricted stock units, cliff vest, +1 more

5 terms

Agreement and Plan of Merger regulatory

"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

"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.

Effective Time regulatory

"At the effective time of the merger (the "Effective Time"), each share of FFIC common stock"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

FAQ

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

What did OceanFirst (OCFC) director Steven J. DIorio report in this Form 4?

Steven J. DIorio reported acquiring 52,190 shares of OceanFirst common stock. The shares were received as part of a merger with Flushing Financial Corporation, not bought on the open market, and represent his total direct holdings after the transaction.

How did Steven J. DIorio receive 52,190 OceanFirst (OCFC) shares?

He received 52,190 OceanFirst shares as merger consideration under an Agreement and Plan of Merger. Each Flushing Financial Corporation share converted into 0.85 OceanFirst share, with cash paid instead of fractional shares, creating a stock-based award rather than a cash transaction.

Were any of Steven J. DIorio’s OceanFirst (OCFC) shares purchased or sold in the market?

No market purchases or sales are reported in this filing. The 52,190 OceanFirst common shares were acquired at a stated price of $0.00 per share as part of the merger exchange, reflecting a grant or award rather than open-market trading activity.

What restricted stock units did Steven J. DIorio receive in the OceanFirst (OCFC) merger?

His reported holdings include 4,080 restricted stock units in OceanFirst. These units were acquired under the merger terms and are scheduled to cliff vest on January 30, 2027, meaning they vest all at once on that vesting date if conditions are met.

What is the exchange ratio used in the OceanFirst and Flushing Financial merger?

Each Flushing Financial Corporation common share was converted into the right to receive 0.85 OceanFirst common share. Cash was paid in lieu of fractional OceanFirst shares. This 0.85 exchange ratio determined how many OceanFirst shares former FFIC shareholders, including DIorio, received.

How many OceanFirst (OCFC) shares does Steven J. DIorio hold after this Form 4 transaction?

After the reported transaction, Steven J. DIorio directly holds 52,190 shares of OceanFirst common stock. This figure includes both standard common shares and 4,080 restricted stock units that are scheduled to cliff vest on January 30, 2027 under the merger terms.

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

Form 4 Insider Transactions: What Each Field Means →

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

Add on Google Not now

Accepted by SEC EDGAR 06/03/2026 - 12:12 PM EDT Learn about SEC filing dates

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^*

DIorio Steven J

(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		52,190	A	(1)(2)	52,190	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)