# FLUSHING FINANCIAL CORP (FFIC) — merger [completed]
Source: SEC API (secapi.ai) · situation sit_5dc3c9f8fd09deca3368 · retrieved 2026-08-12T21:24:34.383Z

## Overview
Flushing Financial Corporation is a Delaware bank holding company headquartered in Uniondale, New York, with one wholly-owned banking subsidiary, Flushing Bank, a New York state-chartered commercial bank that attracts retail deposits and invests primarily in multi-family residential properties, commercial business loans, commercial real estate mortgages, construction loans, SBA loans, and securit…

On December 29, 2025, OceanFirst Financial Corp., Flushing Financial Corporation, and Apollo Merger Sub Corp. (OceanFirst's subsidiary) entered into a merger agreement. Under the agreement, Merger Sub will merge with and into Flushing (first merger), with Flushing surviving, followed immediately by Flushing merging into OceanFirst (second merger), with OceanFirst as the surviving corporation. Flushing stockholders will receive 0.85 shares of OceanFirst common stock for each share of Flushing common stock held, with cash paid for fractional shares. The combined company is expected to have approximately $23 billion in assets, $17 billion in total loans, and $18 billion in total deposits across 71 retail branches. Concurrently, OceanFirst entered into an investment agreement with Warburg Pincus affiliates, whereby Warburg will invest $225 million at closing in exchange for approximately 9.5 million shares of OceanFirst common stock at $19.76 per share, 1,900 shares of OceanFirst NVCE stock at $19,760 per share (representing approximately 1.9 million common-equivalent shares), and a warrant to purchase approximately 11,400 shares of OceanFirst NVCE stock at $19,760 per share (representing approximately 11.4 million common-equivalent shares). The mergers are expected to close in the second quarter of 2026, subject to regulatory approvals and stockholder votes scheduled for April 2, 2026.

## Terms
- Counterparty: OceanFirst Financial Corp. · Consideration: stock · Stake: 30% · Price/share: $0.85

## Key dates
- Announced 2026-01-05 · Record 2026-02-20 · Vote 2026-04-02 · Expected close 2026-06-30 · Completed 2026-06-01

## Timeline
- 2026-01-05 · 425 (0001193125-26-002461): 425 - FLUSHING FINANCIAL CORP — *Flushing Financial Corporation is a Delaware bank holding company with Flushing Bank, a New York-chartered non-member bank, as its subsidiary; it operates as a state commercial bank.* On December 29, 2025, Flushing Financial Corporation entered into an Agreement and Plan of Merger with OceanFirst Financial Corp. and Apollo Merger Sub Corp. (OceanFirst's subsidiary). Under the two-step merger structure, Merger Sub will merge with and into Flushing (with Flushing surviving), and immediately thereafter Flushing will merge into OceanFirst (with OceanFirst surviving). On the day following the corporate mergers, Flushing Bank will merge into OceanFirst Bank. Each share of Flushing common stock will be converted into 0.85 shares of OceanFirst common stock, with cash paid in lieu of fractional shares. The parties anticipate closing in the second quarter of 2026, subject to regulatory and stockholder approvals. Concurrently, Warburg Pincus affiliates will invest $225 million in OceanFirst at closing, purchasing approximately 9.7 million shares at $19.76 per share and 1,700 shares of non-voting common equivalent stock, plus receiving a warrant for approximately 11.4 million shares at $19,760 per share.
  https://www.sec.gov/Archives/edgar/data/923139/0001193125-26-002461.txt
- 2026-02-26 · DEFM14A (0001193125-26-072827): DEFM14A - FLUSHING FINANCIAL CORP — *Flushing Financial Corporation is a Delaware bank holding company headquartered in Uniondale, New York, with one wholly-owned banking subsidiary, Flushing Bank, a New York state-chartered commercial bank that attracts retail deposits and invests primarily in multi-family residential properties, commercial business loans, commercial real estate mortgages, construction loans, SBA loans, and securit…* On December 29, 2025, OceanFirst Financial Corp., Flushing Financial Corporation, and Apollo Merger Sub Corp. (OceanFirst's subsidiary) entered into a merger agreement. Under the agreement, Merger Sub will merge with and into Flushing (first merger), with Flushing surviving, followed immediately by Flushing merging into OceanFirst (second merger), with OceanFirst as the surviving corporation. Flushing stockholders will receive 0.85 shares of OceanFirst common stock for each share of Flushing common stock held, with cash paid for fractional shares. The combined company is expected to have approximately $23 billion in assets, $17 billion in total loans, and $18 billion in total deposits across 71 retail branches. Concurrently, OceanFirst entered into an investment agreement with Warburg Pincus affiliates, whereby Warburg will invest $225 million at closing in exchange for approximately 9.5 million shares of OceanFirst common stock at $19.76 per share, 1,900 shares of OceanFirst NVCE stock at $19,760 per share (representing approximately 1.9 million common-equivalent shares), and a warrant to purchase approximately 11,400 shares of OceanFirst NVCE stock at $19,760 per share (representing approximately 11.4 million common-equivalent shares). The mergers are expected to close in the second quarter of 2026, subject to regulatory approvals and stockholder votes scheduled for April 2, 2026.
  https://www.sec.gov/Archives/edgar/data/923139/0001193125-26-072827.txt
- 2026-06-01 · 8-K (0001193125-26-251765): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm

## Citations
- 0001193125-26-002461 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526002461
- 0001193125-26-072827 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526072827
- 0001193125-26-251765 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526251765