OceanFirst Finalizes Merger With Flushing Financial, Creating $23 Billion Regional Bank With Warburg Pincus Investment

RED BANK, N.J. — OceanFirst Financial Corp. announced on June 1, 2026, the successful completion of its merger with Flushing Financial Corporation. The all-stock transaction, finalized after the market closed, creates a formidable regional bank with approximately $23 billion in assets. Concurrent with the merger, OceanFirst also closed a $225 million strategic investment from private equity firm Warburg Pincus, signaling strong institutional confidence in the newly combined entity. The deal significantly expands OceanFirst’s footprint across the Northeast, establishing a network of 71 branches in New Jersey, Long Island, New York City, and Pennsylvania. The combined company is expected to hold approximately $17 billion in total loans and $18 billion in total deposits, according to company statements. The strategic acquisition accelerates OceanFirst’s growth in the competitive New York metropolitan market, adding a substantial presence in Suffolk, Nassau, Queens, Brooklyn, and Manhattan. Under the terms of the agreement, first announced in December 2025, shareholders of Flushing Financial received 0.85 shares of OceanFirst common stock for each share of Flushing common stock they held. Based on the initial announcement, the transaction was valued at approximately $579 million. The completion of the merger resulted in a new ownership structure for the enlarged OceanFirst Financial Corp. Following the transaction, existing OceanFirst shareholders hold approximately 58% of the company, former Flushing stockholders own about 30%, and Warburg Pincus possesses roughly 12% through its investment. The $225 million capital injection from Warburg Pincus was a critical component of the deal. In exchange for the investment, OceanFirst issued approximately 9.5 million shares of its common stock to Warburg Pincus affiliates at a price of $19.76 per share. The investment also included 1,812 shares of a new class of non-voting, common-equivalent stock, representing the economic equivalent of another 1.8 million common shares. Furthermore, OceanFirst issued Warburg Pincus a seven-year warrant to purchase an additional 11.4 million equivalent shares, providing a path for further investment. In conjunction with the deal's closing, the company’s board of directors has been reconstituted to reflect the new structure. Six former directors from Flushing’s board were appointed to the OceanFirst board: John R. Buran, Alfred DelliBovi, Steven D’Iorio, Louis C. Grassi, Sam S. Han, and Caren C. Yoh. Additionally, Todd Schell, a Managing Director at Warburg Pincus, will join the board, representing the firm’s significant equity stake. In a statement provided when the deal was first announced, Schell highlighted the strategic fit between the two banks. “This combination marries OceanFirst’s scalable platform and sophisticated product suite with Flushing’s distribution network and deep customer relationships,” he said. “We have known both franchises for a long time – they share an underlying culture and philosophy and are complementary in ways that unlock strategic value for the combined entity.” Warburg Pincus has a long history of investing in the U.S. banking sector, with over $4.5 billion invested in 23 institutions. As part of its commitment to the new communities it now serves, OceanFirst announced a $5 million contribution to the OceanFirst Foundation. The funds are designated to support nonprofit organizations and community initiatives throughout the combined company’s expanded market, with a particular focus on New York and Long Island. For the small and mid-sized companies we work with, a large regional bank merger like this can seem distant, but it often signals a shifting landscape for commercial banking, lending criteria, and capital access. Navigating a merger or acquisition, even on a much smaller scale, is one of the most complex and high-stakes endeavors a business owner can undertake. Success requires meticulous due diligence, a precise and defensible valuation, complex negotiation, and a clear strategy for post-deal integration. These are specialized skills that most businesses do not possess internally. Attempting to manage this process without expert guidance can lead to leaving significant value on the table or, worse, a failed transaction that damages the business. Our view is that professional advisory is not a luxury but a necessity in any M&A transaction. C&S Finance Group LLC provides comprehensive advisory services for mergers and acquisitions, and business owners considering a sale or purchase can contact C&S Finance Group LLC at csfinancegroup.com to ensure they are properly prepared to maximize value and mitigate risk. With the transaction now complete, the operational integration of the two banking institutions will begin. Industry analysts will be closely monitoring the new OceanFirst’s ability to successfully combine systems, retain key talent, and realize the projected cost savings and revenue synergies. The performance of the combined entity in the competitive Northeast financial markets will serve as a key indicator of the merger's ultimate success.