8-K
filed June 1, 2026, 5:19 PM ET
ticker OCFC
CIK 0001004702
M&A
confidence high
sentiment neutral
materiality 0.90
OCEANFIRST FINANCIAL CORP (OCFC): M&A transaction — OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus
OCEANFIRST FINANCIAL CORP
- Completed merger with Flushing Financial; each Flushing share converted into 0.85 shares of OceanFirst common stock.
- Issued approximately 29.30 million OceanFirst shares to Flushing stockholders as merger consideration.
- Warburg Pincus invested $225M for ~9.5M shares at $19.76/share and a warrant for up to 11.4M NVCE shares.
- Assumed $251.9M of Flushing subordinated debt, including 3.125% notes due 2031 and 6.000% notes due 2032.
- Board expanded to 17 members; John Buran appointed Non-Executive Chairman; six Flushing directors and Warburg's Todd Schell joined.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
OCEANFIRST FINANCIAL CORP incurred senior notes of $65,000,000 with Flushing Financial Corporation at 6.000% Fixed-to-Floating Rate maturing 2032.
- Instrument
- senior notes
- Principal
- $65,000,000
- Counterparty
- Flushing Financial Corporation
- Rate
- 6.000% Fixed-to-Floating Rate
- Maturity
- 2032
- Event
- incurrence
Exact text from the filing
$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
OCEANFIRST FINANCIAL CORP incurred senior notes of $20,619,000 with Flushing Financial Corporation at Fixed/Floating Rate maturing 2037.
- Instrument
- senior notes
- Principal
- $20,619,000
- Counterparty
- Flushing Financial Corporation
- Rate
- Fixed/Floating Rate
- Maturity
- 2037
- Event
- incurrence
Exact text from the filing
$20,619,000 in aggregate principal amount of Fixed/Floating Rate Junior Subordinated Debentures due 2037
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
OCEANFIRST FINANCIAL CORP incurred senior notes of $20,619,000 with Flushing Financial Corporation at Fixed/Floating Rate maturing 2037.
- Instrument
- senior notes
- Principal
- $20,619,000
- Counterparty
- Flushing Financial Corporation
- Rate
- Fixed/Floating Rate
- Maturity
- 2037
- Event
- incurrence
Exact text from the filing
$20,619,000 in aggregate principal amount of unsecured Junior Subordinated Deferrable Interest Notes due 2037
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
OCEANFIRST FINANCIAL CORP incurred senior notes of $125,000,000 with Flushing Financial Corporation at 3.125% Fixed-to-Floating Rate maturing 2031.
- Instrument
- senior notes
- Principal
- $125,000,000
- Counterparty
- Flushing Financial Corporation
- Rate
- 3.125% Fixed-to-Floating Rate
- Maturity
- 2031
- Event
- incurrence
Exact text from the filing
$125,000,000 in aggregate principal amount of 3.125% Fixed-to-Floating Rate Subordinated Notes due 2031
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
OCEANFIRST FINANCIAL CORP incurred debt of $251,857,000 with Flushing Financial Corporation at 3.125% Fixed-to-Floating Rate maturing 2031.
- Principal
- $251,857,000
- Counterparty
- Flushing Financial Corporation
- Rate
- 3.125% Fixed-to-Floating Rate
- Maturity
- 2031
- Event
- incurrence
Exact text from the filing
OceanFirst assumed Flushing’s obligations with respect to an aggregate principal amount of $251,857,000 of subordinated debt and junior subordinated debt securities
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.98
OCEANFIRST FINANCIAL CORP issued approximately 9.5 million shares of OceanFirst Common Stock of common stock to Warburg Pincus LLC for $225 million aggregate purchase price.
- Security
- common stock
- Shares
- approximately 9.5 million shares of OceanFirst Common Stock
- Purchaser
- Warburg Pincus LLC
- Consideration
- $225 million aggregate purchase price
Exact text from the filing
On the Closing Date, OceanFirst (a) issued and sold to affiliates of funds managed by Warburg Pincus LLC (“ Warburg ”), for an aggregate purchase price of $225 million, approximately (i) 9.5 million shares of OceanFirst Common Stock, at $19.76 per share of OceanFirst Common Stock
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.98
OCEANFIRST FINANCIAL CORP issued a warrant to purchase approximately 11.4 million shares of NVCE Stock of warrant to Warburg Pincus LLC for part of $225 million investment, no separate consideration mentioned.
- Security
- warrant
- Shares
- a warrant to purchase approximately 11.4 million shares of NVCE Stock
- Purchaser
- Warburg Pincus LLC
- Consideration
- part of $225 million investment, no separate consideration mentioned
Exact text from the filing
Investment Agreement On the Closing Date, OceanFirst (a) issued and sold to affiliates of funds managed by Warburg Pincus LLC (“ Warburg ”), for an aggregate purchase price of $225 million, approximately (i) 9.5 million shares of OceanFirst Common Stock, at $19.76 per share of OceanFirst Common Stock and (ii) 1,812 shares of a new class of OceanFirst non-voting,
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.98
OCEANFIRST FINANCIAL CORP issued 1,812 shares of a new class of OceanFirst non-voting, common-equivalent stock (“ NVCE Stock ”) representing the economic equivalent of approximately 1.8 million of preferred stock to Warburg Pincus LLC for $225 million aggregate purchase price.
- Security
- preferred stock
- Shares
- 1,812 shares of a new class of OceanFirst non-voting, common-equivalent stock (“ NVCE Stock ”) representing the economic equivalent of approximately 1.8 million
- Purchaser
- Warburg Pincus LLC
- Consideration
- $225 million aggregate purchase price
Exact text from the filing
Investment Agreement On the Closing Date, OceanFirst (a) issued and sold to affiliates of funds managed by Warburg Pincus LLC (“ Warburg ”), for an aggregate purchase price of $225 million, approximately (i) 9.5 million shares of OceanFirst Common Stock, at $19.76 per share of OceanFirst Common Stock and (ii) 1,812 shares of a new class of OceanFirst non-voting,
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Todd Schell was appointed as Director at OCEANFIRST FINANCIAL CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John R. Buran was appointed as Non-Executive Chairman at OCEANFIRST FINANCIAL CORP.
- Action
- appointed
- Role
- Non-Executive Chairman
Exact text from the filing
John R. Buran was appointed as the Non-Executive Chairman of the OceanFirst Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher D. Maher changed role as Chairman at OCEANFIRST FINANCIAL CORP.
- Action
- ceased serving as Chairman
- Role
- Chairman
Exact text from the filing
Christopher D. Maher, the Chairman, President and Chief Executive Officer of OceanFirst, ceased serving as Chairman of the OceanFirst Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John F. Barros departed as Director at OCEANFIRST FINANCIAL CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kimberly M. Guadagno departed as Director at OCEANFIRST FINANCIAL CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph M. Murphy, Jr. departed as Director at OCEANFIRST FINANCIAL CORP.
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
OCEANFIRST FINANCIAL CORP completed an acquisition involving Flushing Financial Corporation for 0.85 of a share (closed 2026-06-01).
- Action
- acquisition
- Counterparty
- Flushing Financial Corporation
- Consideration
- 0.85 of a share
- Closing
- 2026-06-01
Exact text from the filing
of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).
View on SEC.gov
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