Flushing Financial to merge with OceanFirst; 0.85 exchange ratio; Warburg invests $225M

FLUSHING FINANCIAL CORP

Each Flushing share converts to 0.85 OceanFirst share; all-stock transaction.
Warburg Pincus invests $225M in OceanFirst at $19.76/share concurrent with merger close.
Expected closing in Q2 2026, subject to stockholder and regulatory approvals.
Termination fees: ~$21.4M from either party; ~$46.3M from OceanFirst if Warburg investment fails.
Retention awards: CEO Buran $1.8M; EVPs Grasso $875K, Korzekwinski $750K.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 1.0

FLUSHING FINANCIAL CORP entered into Agreement and Plan of Merger with OceanFirst Financial Corp. (effective 2025-12-29).

Action: entry
Agreement: merger
Counterparty: OceanFirst Financial Corp.
Effective: 2025-12-29

Exact text from the filing

On December 29, 2025, Flushing Financial Corporation, a Delaware corporation (“Flushing”), OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), and Apollo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of OceanFirst (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

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FLUSHING FINANCIAL CORP filing history →

Source: SEC EDGAR

accession 0001193125-26-002449

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