OceanFirst Financial and Flushing Financial announce merger agreement

OceanFirst Financial Corp. (NASDAQ: OCFC) and Flushing Financial Corporation (NASDAQ: FFIC) announced a definitive merger agreement to combine in an all-stock transaction valued at $579 million based on OceanFirst's closing stock price of $19.76 on December 26, 2025.

The merger will create a regional bank with approximately $23 billion in assets, $17 billion in total loans, and $18 billion in total deposits across 71 retail branches spanning New Jersey, Long Island and New York markets.

Under the merger terms, Flushing stockholders will receive 0.85 shares of OceanFirst common stock for each share of Flushing common stock. Flushing Bank will merge into OceanFirst Bank, with OceanFirst Bank surviving the merger.

Concurrently, OceanFirst entered an investment agreement with Warburg Pincus LLC affiliates for a $225 million equity investment. Warburg Pincus will purchase approximately 9.7 million shares of common stock and shares representing the economic equivalent of 1.7 million shares of non-voting common-equivalent stock, both at $19.76 per share. OceanFirst will also issue Warburg Pincus a seven-year warrant for shares representing the economic equivalent of approximately 11.4 million common shares.

Upon completion, Flushing stockholders will hold approximately 30% of the combined company, Warburg Pincus will own approximately 12%, and existing OceanFirst stockholders will retain approximately 58%.

Christopher Maher will continue as CEO of the combined company, while John Buran, Flushing's current CEO, will serve as non-executive Chairman. The board will consist of 17 directors: ten from OceanFirst, six from Flushing, and one from Warburg Pincus.

The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals, shareholder approvals from both companies, and other customary closing conditions.

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