OceanFirst Financial Corp. and Flushing Financial Corporation Announce Key Milestones in Pending Merger

Key Highlights

• OceanFirst Financial Corp. (NASDAQ: OCFC) and Flushing Financial Corporation (NASDAQ: FFIC) have received shareholder approval for their previously announced merger.
• Regulatory approvals have been granted by the New York State Department of Financial Services (March 23, 2026) and the Office of the Comptroller of the Currency (April 6, 2026).
• The transaction remains subject to approval from the Federal Reserve and other customary closing conditions.
• The merger is expected to create a larger, more competitive regional banking institution, expanding OceanFirst’s reach from New Jersey to major metropolitan areas from Massachusetts through Virginia, including a significant presence in New York City via Flushing Bank.
• Investors are cautioned about several risk factors and uncertainties that could impact the completion and benefits of the transaction.

Details of the Transaction

OceanFirst Financial Corp., the parent company of OceanFirst Bank N.A., and Flushing Financial Corporation, the parent of Flushing Bank, announced the receipt of all critical shareholder approvals required to move forward with their previously disclosed merger. This milestone follows the Agreement and Plan of Merger dated December 29, 2023, involving OceanFirst, Flushing, and Apollo Merger Sub Corp., a wholly-owned subsidiary of OceanFirst.

In addition to shareholder approval, the merger received regulatory consent from the New York State Department of Financial Services and the Office of the Comptroller of the Currency. However, the transaction’s finalization still hinges on approval from the Board of Governors of the Federal Reserve System and fulfillment of other typical closing conditions. The companies did not specify an expected closing date and noted that the process remains ongoing.

About the Companies

OceanFirst Financial Corp.

OceanFirst Bank N.A., founded in 1902 and headquartered in New Jersey, is a \$14.6 billion regional bank. It is recognized as one of New Jersey’s largest and oldest community-based financial institutions, providing a broad range of commercial and residential financing, treasury management, trust and asset management, and deposit services. OceanFirst serves business and retail customers throughout New Jersey and key metropolitan areas from Massachusetts through Virginia.

Flushing Financial Corporation

Flushing Bank, established in 1929 and an FDIC-insured, New York State-chartered commercial bank, operates branches in Queens, Brooklyn, Manhattan, and Long Island. Flushing Bank is known for delivering the wide range of products and services typical of large commercial banks, with a special focus on personalized customer service and multicultural market expertise. The bank also reaches consumers nationwide through its online brands, iGObanking and BankPurely.

Potential Price-Sensitive Developments for Shareholders

• The successful completion of the merger could significantly alter both companies’ market positions and financial profiles, potentially affecting share values as the combined institution leverages expanded geographic reach and product offerings.
• The merger requires final regulatory approval from the Federal Reserve. Any delays or conditions imposed could impact the anticipated benefits or timing, which may influence investor sentiment and share prices.
• The companies highlight numerous risks and uncertainties, including potential difficulties in integration, customer and employee retention, economic volatility, changes in interest rates, and regulatory or legal challenges. Any negative developments in these areas may adversely impact the expected synergies and financial performance of the combined entity.
• A proposed investment by Warburg Pincus LLC in OceanFirst’s equity securities is also mentioned as part of the broader transaction framework, which could affect capital structure and future growth initiatives.

OceanFirst and Flushing have emphasized that forward-looking statements are subject to significant risks, including the possibility that the transaction may not be completed, may be delayed, or may not deliver the expected benefits. Shareholders are urged to closely monitor further announcements and filings, especially regarding regulatory approvals and integration plans.

Important Information for Investors

The companies have filed a registration statement on Form S-4 with the SEC, including a joint proxy statement/prospectus, which contains important information about the merger. All investors and shareholders are strongly encouraged to review these documents in detail before making any investment decisions. Copies are available at www.sec.gov and on the investor relations pages of OceanFirst and Flushing’s websites.

Investor Relations Contacts

• OceanFirst Financial Corp.: Alfred Goon, SVP Corporate Development and Investor Relations ([email protected])
• Flushing Financial Corporation: Susan K. Cullen, SEVP Chief Financial Officer ([email protected])

Disclaimer: This article is for informational purposes only and does not constitute investment advice. All forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from those projected. Investors should review all relevant filings with the SEC and consult with their financial advisors before making investment decisions.

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