OceanFirst Financial Corp. and Flushing Financial Corporation Announce Shareholder and Regulator Approvals for Merger
OceanFirst Financial Corp. and Flushing Financial Corporation Receive Key Approvals for Pending Merger
Key Highlights
- Shareholder Approvals Received: Both OceanFirst Financial Corp. (NASDAQ: OCFC) and Flushing Financial Corporation (NASDAQ: FFIC) announced that they have secured the necessary shareholder approvals for their previously announced merger.
- Regulatory Approvals Granted: The New York State Department of Financial Services (NYDFS) approved the transaction on March 23, 2026, while the Office of the Comptroller of the Currency (OCC) granted approval on April 6, 2026.
- Pending Approvals: The merger is still subject to approval from the Board of Governors of the Federal Reserve System and other customary closing conditions.
- Strategic Importance: The merger aims to create a larger, more competitive regional bank, expanding OceanFirst’s reach throughout New Jersey and the metropolitan corridor from Massachusetts through Virginia, while strengthening Flushing’s position in New York City and Long Island.
Details Investors Need to Know
The proposed transaction between OceanFirst and Flushing is structured under the Agreement and Plan of Merger dated December 29, 2025. OceanFirst intends to acquire Flushing Financial through a combination involving Apollo Merger Sub Corp., a wholly-owned subsidiary of OceanFirst.
Both companies have now crossed major milestones, having obtained the crucial shareholder votes and two core regulatory approvals. The only significant regulatory step remaining is approval from the Federal Reserve. After this, the transaction will move towards completion, pending satisfaction of other standard closing conditions.
The companies have emphasized that the completion of the merger is not guaranteed and is still subject to regulatory review and other conditions that could delay or potentially prevent the transaction from closing.
Potential Price-Sensitive Information for Shareholders
- Regulatory Approvals: The granting of regulatory approvals is a significant de-risking event for the merger and could positively impact share prices as the probability of deal completion increases. However, the transaction is not yet finalized, and any unexpected regulatory hurdles from the Federal Reserve could introduce downside risk.
- Risks and Uncertainties: The companies have outlined extensive risk factors, including the possibility of delayed or failed completion, changing economic conditions, regulatory restrictions, and integration challenges post-merger. These risks could adversely affect the expected benefits of the transaction and, consequently, share values.
- Integration and Cost Synergies: Investors should note that anticipated cost savings and growth opportunities are not guaranteed. Difficulties in integrating operations, retaining customers and employees, or realizing expected synergies may impact future performance.
- Potential Dilution: OceanFirst will issue additional shares to complete the transaction, which could lead to dilution for existing shareholders if the anticipated value creation does not offset the increase in share count.
- Litigation Risk: The merger could face potential litigation, which could delay completion or affect the terms.
Company Overviews
About OceanFirst Financial Corp.
OceanFirst, through its subsidiary OceanFirst Bank N.A., is a \$14.6 billion regional bank serving business and retail customers primarily in New Jersey and along the metropolitan corridor from Massachusetts to Virginia. The bank offers a comprehensive suite of commercial and residential financing, treasury management, trust and asset management, and deposit services, and is one of the largest community-based financial institutions headquartered in New Jersey.
About Flushing Financial Corporation
Flushing Financial Corp. is the holding company for Flushing Bank, an FDIC-insured, New York State-chartered commercial bank with a strong presence in Queens, Brooklyn, Manhattan, and Long Island. The bank specializes in real estate lending and provides a full range of deposit, loan, equipment finance, and cash management services, including digital offerings through its iGObanking and BankPurely brands.
Forward-Looking Statements and Risks
This announcement contains forward-looking statements regarding the expected timing, completion, and effects of the merger, as well as a proposed investment by Warburg Pincus LLC in OceanFirst. These statements are subject to a variety of risks, including regulatory delays, integration challenges, macroeconomic headwinds, and potential adverse developments in the banking sector.
Shareholders should closely monitor further filings with the SEC, including the registration statement on Form S-4 and definitive proxy statements, for updated information, risk factors, and further developments.
Action Points for Investors
- Monitor for the final regulatory approval from the Federal Reserve, which remains a key milestone.
- Review the joint proxy statement/prospectus and all related SEC filings before making any investment decisions.
- Be aware of the outlined risks, particularly regarding deal completion and integration, which could materially affect share values.
- Contact Investor Relations at OceanFirst or Flushing for further clarifications or questions.
Contact Information
Disclaimer
This article is for informational purposes only and does not constitute investment advice or a solicitation to buy or sell securities. Investors should consult the official filings with the U.S. Securities and Exchange Commission and their financial advisors before making investment decisions. The article contains forward-looking statements that are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed herein.
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