Flushing Financial (FFIC) Proxy Filing summary

Executive summary

• OceanFirst Financial Corp. and Flushing Financial Corporation propose a merger, creating a regional bank with ~$23B in assets, $17B in loans, and $18B in deposits across 71 branches in NJ, Long Island, and NY markets.

• Flushing stockholders will receive 0.85 shares of OceanFirst common stock per Flushing share, with the value subject to market fluctuations until closing.

• Warburg Pincus will invest $225M in OceanFirst, acquiring common and non-voting shares, plus a warrant for additional non-voting shares, contingent on merger completion.

• The merger is structured as a two-step process, followed by a bank merger, with Flushing Bank merging into OceanFirst Bank.

• The transaction is expected to close in Q2 2026, pending regulatory and shareholder approvals.

Voting matters and shareholder proposals

• OceanFirst stockholders will vote on: (1) issuance of shares for the merger and investment, (2) a charter amendment exempting Warburg from a 10% voting cap, and (3) potential adjournment to solicit more proxies.

• Flushing stockholders will vote on: (1) approval of the merger, (2) a non-binding say-on-pay for executive compensation related to the merger, and (3) potential adjournment.

• Both boards unanimously recommend voting in favor of all proposals.

• Voting agreements are in place with directors and certain officers of both companies to support the merger.

Board of directors and corporate governance

• The combined company’s board will have 17 directors: 10 from OceanFirst, 6 from Flushing, and 1 designated by Warburg.

• Flushing’s CEO will serve as non-executive chairman for two years post-merger, with future board composition adjustments maintaining proportional representation.

• Warburg will have board representation as long as it maintains a specified ownership threshold.

• Certain Flushing executives will assume senior roles in the combined company, and the Uniondale, NY office will serve as a regional hub.