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OceanFirst Financial Corp. proposes a merger with Flushing Financial Corporation and expects to issue approximately 28,801,083 shares of OceanFirst common stock to Flushing stockholders in the first merger.
The transaction contemplates OceanFirst issuing approximately 784,584 shares to holders of Flushing restricted stock units, and Warburg Pincus will invest $225 million for approximately 9.5 million shares, a non-voting NVCE instrument and a warrant. The exchange ratio is 0.85 OceanFirst shares per Flushing share. The mergers and the investment are subject to stockholder approvals, specified regulatory approvals and customary closing conditions, and are expected to close in the second quarter of 2026, subject to those conditions.
OceanFirst Financial Corp Senior EVP & Corporate Secretary Steven James Tsimbinos reported option exercises and related share withholdings. On February 17, 2026, he exercised stock options for 15,000 shares at $17.28 per share, converting them into an equal number of common shares.
To cover the exercise price or tax obligations, 13,784 common shares were disposed of at $19.71 per share through a tax-withholding transaction, not an open-market sale. After these moves, he directly owned 190,094 common shares, with additional indirect holdings of 7,759 shares through an ESOP and 10,203 shares through a 401(k). Footnotes state that totals include unvested restricted stock and that the increases in beneficial ownership arise from exempt acquisitions under Rule 16b-3(c).
OceanFirst Financial Corp. director and Senior EVP/COO Joseph Lebel III exercised stock options and settled related taxes in shares. He exercised 37,500 stock options at $17.28 per share, receiving the same number of common shares. To cover the exercise price or tax liability, he disposed of 34,460 common shares at $19.71 per share, a tax-withholding transaction rather than an open-market sale. After these moves, he directly owned 295,198 common shares, and continued to hold additional stock options and indirect interests through a 401(k), an ESOP, and his spouse. A footnote states the total includes restricted common stock not yet vested and that the changes reflect exempt acquisitions under Rule 16b-3(c).
OCEANFIRST FINANCIAL CORP Chairman and CEO Christopher Maher reported option exercises and related share withholdings. He exercised stock options covering 59,677 shares at $17.28 per share, receiving an equal number of common shares and increasing his direct holdings to 399,830 shares before tax actions.
To cover taxes and/or exercise costs, 55,172 common shares were disposed of at $19.71 per share through a tax-withholding disposition, leaving 344,658 shares held directly. He also reports additional indirect common stock holdings through a 401(k) plan, an ESOP, and his spouse, and continuing stock option positions. Footnotes state that increases in beneficial ownership result from exempt acquisitions under Rule 16b-3(c) and that totals include unvested restricted stock.
Wellington Management Group LLP and affiliated entities have filed a Schedule 13G disclosing a significant passive stake in OceanFirst Financial Corp. common stock. They report beneficial ownership of 3,265,615 shares, representing about 5.7% of the outstanding class.
The filing shows shared voting power over 3,124,308 shares and shared dispositive power over up to 3,265,615 shares, with no sole voting or dispositive power. The securities are owned of record by advisory clients of Wellington’s investment adviser subsidiaries, and no single client is said to hold more than five percent of the class. The group certifies the holdings are in the ordinary course of business and not for the purpose of changing or influencing control of OceanFirst.
OceanFirst Financial Corp. plans to merge with Flushing Financial Corporation in an all‑stock transaction. Flushing stockholders will receive 0.85 share of OceanFirst common stock for each Flushing share, plus cash instead of fractional shares.
The combined regional bank is expected to have about $23 billion in assets, $17 billion in loans and $18 billion in deposits across 71 branches in New Jersey, Long Island and New York. Concurrently, affiliates of Warburg Pincus will invest $225 million for OceanFirst common and non‑voting common‑equivalent stock and a seven‑year warrant economically equivalent to about 11.4 million common shares.
After closing, OceanFirst stockholders are expected to own roughly 58% of the combined company, Flushing stockholders about 30%, and Warburg about 12%. Both companies’ boards unanimously recommend their stockholders vote in favor of the required proposals at special meetings.
OceanFirst Financial Corp. filed a current report to share that it will present to current and prospective investors after January 29, 2026. The company has prepared an investor presentation, attached as Exhibit 99.1, and plans to post it on its website.
The disclosure is made under Regulation FD, and the report states that the information is being furnished to the SEC rather than deemed filed, which affects how it is treated for certain legal and liability purposes.
OceanFirst Financial Corp. announced its financial results for the quarter ended December 31, 2025 and shared the information in a press release furnished to the SEC. The company also prepared an investor presentation that will be used in meetings with current and prospective investors and posted on its website.
In connection with these updates, the Board of Directors declared a regular quarterly cash dividend of $0.20 per share on OceanFirst’s common stock. The dividend is payable on February 13, 2026 to stockholders of record as of the close of business on February 2, 2026, continuing the company’s practice of returning cash to shareholders.
OceanFirst Financial Corp. filed a current report describing several shareholder updates. The company issued a press release announcing its financial results for the quarter ended December 31, 2025, and furnished this release to regulators as an exhibit rather than formally filing it. OceanFirst also prepared an investor presentation that it will use in meetings with current and prospective investors and will post on its website.
In addition, the Board of Directors declared a regular quarterly cash dividend of $0.20 per share on the company’s common stock. This dividend is payable on February 13, 2026 to shareholders of record as of the close of business on February 2, 2026. The filing highlights ongoing communication with investors and the continuation of the company’s cash dividend program.
BlackRock Portfolio Management LLC filed an amended Schedule 13G to report its passive ownership in OceanFirst Financial Corp. common stock as of 12/31/2025. The firm reports beneficial ownership of 2,753,229 shares, representing 4.8% of OceanFirst’s common stock. It has sole power to vote 2,521,743 of those shares and sole power to dispose of all 2,753,229 shares, with no shared voting or dispositive power.
The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of OceanFirst. It also notes that various underlying persons have rights to dividends or sale proceeds from these shares, but no single person has an interest in more than five percent of the total outstanding common stock.