{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-251758","form_type":"8-K","ticker":"OCFC","cik":"0001004702","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","discovered_at":"2026-06-01T21:20:00.312611+00:00","generated_at":"2026-06-01T21:20:55.506867+00:00","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","text":"https://secwatch.observer/filing/0001193125-26-251758.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T21:20:55.506867+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"078fd87860f490195aa1787cea172bc4921ae724","claim":"OCEANFIRST FINANCIAL CORP incurred senior notes of $65,000,000 with Flushing Financial Corporation at 6.000% Fixed-to-Floating Rate maturing 2032.","evidence_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.9},{"claim_id":"0f488c137b41ea197960e2322615db19352091e0","claim":"OCEANFIRST FINANCIAL CORP incurred senior notes of $20,619,000 with Flushing Financial Corporation at Fixed/Floating Rate maturing 2037.","evidence_excerpt":"$20,619,000 in aggregate principal amount of Fixed/Floating Rate Junior Subordinated Debentures due 2037","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.9},{"claim_id":"0f488c137b41ea197960e2322615db19352091e0","claim":"OCEANFIRST FINANCIAL CORP incurred senior notes of $20,619,000 with Flushing Financial Corporation at Fixed/Floating Rate maturing 2037.","evidence_excerpt":"$20,619,000 in aggregate principal amount of unsecured Junior Subordinated Deferrable Interest Notes due 2037","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.9},{"claim_id":"ae55ab0b9c2f0c46a8bf08dd29f915cca0fb0ef5","claim":"OCEANFIRST FINANCIAL CORP incurred senior notes of $125,000,000 with Flushing Financial Corporation at 3.125% Fixed-to-Floating Rate maturing 2031.","evidence_excerpt":"$125,000,000 in aggregate principal amount of 3.125% Fixed-to-Floating Rate Subordinated Notes due 2031","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.9},{"claim_id":"db8f7db454a731a87cea0adf526e4feb7be2989a","claim":"OCEANFIRST FINANCIAL CORP incurred debt of $251,857,000 with Flushing Financial Corporation at 3.125% Fixed-to-Floating Rate maturing 2031.","evidence_excerpt":"OceanFirst assumed Flushing’s obligations with respect to an aggregate principal amount of $251,857,000 of subordinated debt and junior subordinated debt securities","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.9},{"claim_id":"1de3e8043b","claim":"Todd Schell was appointed as Director at OCEANFIRST FINANCIAL CORP.","evidence_excerpt":"Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.95},{"claim_id":"4fbf4fd6de","claim":"John R. Buran was appointed as Non-Executive Chairman at OCEANFIRST FINANCIAL CORP.","evidence_excerpt":"John R. Buran was appointed as the Non-Executive Chairman of the OceanFirst Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.95},{"claim_id":"6cd888122c","claim":"Christopher D. Maher changed role as Chairman at OCEANFIRST FINANCIAL CORP.","evidence_excerpt":"Christopher D. Maher, the Chairman, President and Chief Executive Officer of OceanFirst, ceased serving as Chairman of the OceanFirst Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.95},{"claim_id":"7062e66bbb","claim":"John F. Barros departed as Director at OCEANFIRST FINANCIAL CORP.","evidence_excerpt":"each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.95},{"claim_id":"9cde1ad79e","claim":"Kimberly M. Guadagno departed as Director at OCEANFIRST FINANCIAL CORP.","evidence_excerpt":"each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.95},{"claim_id":"dca5afd84e","claim":"Joseph M. Murphy, Jr. departed as Director at OCEANFIRST FINANCIAL CORP.","evidence_excerpt":"each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.95},{"claim_id":"7ba02576905313f76fba34fca1c0117123e2c10b","claim":"OCEANFIRST FINANCIAL CORP completed an acquisition involving Flushing Financial Corporation for 0.85 of a share (closed 2026-06-01).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: debt_financing, ma_transaction","same SEC item: 1.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing, ma_transaction","same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","comparable_excerpt":"The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001104659-26-068661","ticker":"CECO","company_name":"CECO ENVIRONMENTAL CORP","filed_at":"2026-06-01T13:16:29+00:00","headline":"CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: executive_change","same SEC item: 2.01, 2.03, 5.02, 5.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068661","json":"https://secwatch.observer/filing/0001104659-26-068661.json","markdown":"https://secwatch.observer/filing/0001104659-26-068661.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","comparable_excerpt":"the Board appointed Todd Gleason, CECO’s Chief Executive Officer and an existing member of the Board, to serve as Chairman of the Board, effective as of the effective time of the First Merger.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm"}},{"accession":"0001193125-26-243139","ticker":"MBC","company_name":"MasterBrand, Inc.","filed_at":"2026-05-28T13:11:57+00:00","headline":"MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: executive_change","same SEC item: 2.01, 2.03, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243139","json":"https://secwatch.observer/filing/0001193125-26-243139.json","markdown":"https://secwatch.observer/filing/0001193125-26-243139.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/d104287d8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","comparable_excerpt":"The following three (3) former directors of American Woodmark were appointed to serve as independent directors on the Board of Directors of MasterBrand (the “Board”), effective as of the Effective Time: Andrew Cogan, Philip Fracassa and Daniel Hendrix (the “Former American Woodmark Directors”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.03, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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 ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}},{"accession":"0001104659-26-068519","ticker":"FDX","company_name":"FEDEX CORP","filed_at":"2026-06-01T10:42:52+00:00","headline":"FedEx completes spin-off of FedEx Freight; 80.1% distributed to FDX stockholders","event_type":"m_and_a","sec_items":["1.01","2.01","5.02","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: executive_change","same SEC item: 1.01, 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068519","json":"https://secwatch.observer/filing/0001104659-26-068519.json","markdown":"https://secwatch.observer/filing/0001104659-26-068519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/tm2616055d1_8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","comparable_excerpt":"John A. Smith resigned from his position as Chief Operating Officer, United States and Canada of FedEx, effective as of immediately prior to the Effective Time to become the President and Chief Executive Officer of FedEx Freight.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm"}},{"accession":"0001193125-26-246175","ticker":"AVO","company_name":"Mission Produce, Inc.","filed_at":"2026-05-29T10:02:29+00:00","headline":"Mission Produce completes acquisition of Calavo Growers for $26.05 per share","event_type":"m_and_a","sec_items":["2.01","5.02","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: executive_change","same SEC item: 2.01, 5.02, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-246175","json":"https://secwatch.observer/filing/0001193125-26-246175.json","markdown":"https://secwatch.observer/filing/0001193125-26-246175.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1802974/000119312526246175/0001193125-26-246175-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1802974/000119312526246175/d227819d8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","comparable_excerpt":"In connection with the closing of the Mergers, effective as of the Closing Date, Kathleen Holmgren was appointed to the Board of Directors of the Company (the “ Board ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1802974/000119312526246175/0001193125-26-246175-index.htm"}},{"accession":"0001193125-26-246170","ticker":"CVGW","company_name":"CALAVO GROWERS INC","filed_at":"2026-05-29T10:01:19+00:00","headline":"Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: executive_change","same SEC item: 2.01, 3.03, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-246170","json":"https://secwatch.observer/filing/0001193125-26-246170.json","markdown":"https://secwatch.observer/filing/0001193125-26-246170.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/d334380d8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","comparable_excerpt":"B. John Lindeman, Farha Aslam, Marc L. Brown, Michael DiGregorio, Steven Hollister, Kathleen M. Holmgren, J. Link Leavens, and Adriana Mendizabal tendered their resignations as members of the board of directors of Calavo and from all committees of the board on which they formerly served, effective as of the First Effective Time.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}