📄 What This Document Is

This is a joint press release filed as an 8-K exhibit by Flushing Financial Corp. (FFIC). It announces a major milestone in their pending merger with OceanFirst Financial Corp. (OCFC): both companies have now received the required approval from their shareholders to combine. Think of it as a public update on a deal that's moving forward.

🏦 The Two Banks Involved

In simple terms, this is about two regional banks teaming up.

• OceanFirst Financial Corp. (OCFC): Based in Red Bank, New Jersey, this is a $14.6 billion regional bank founded in 1902. It serves customers from Massachusetts down to Virginia.
• Flushing Financial Corp. (FFIC): Based in Uniondale, New York, this is the parent of Flushing Bank, founded in 1929. It operates in the New York City area (Queens, Brooklyn, Manhattan, Long Island) and is known for serving multicultural markets.

👉 Why it matters: This isn't a tiny startup acquisition. It's a "merger of equals" between two established, multi-decade-old community banks looking to create a stronger combined entity.

✅ The Big News: Shareholder "Yes" Vote

The most critical update is that shareholders of both OceanFirst and Flushing have voted in favor of the merger agreement, which was originally signed on December 29, 2025. This removes a major hurdle for the deal to proceed.

👉 Why it matters: Without shareholder approval, the merger couldn't happen. This "yes" vote is a green light from the owners of both companies.

🏛️ Regulatory Progress: Two Down, One To Go

The deal has already passed two of its key regulatory checkpoints:

1. New York State Department of Financial Services approved it on March 23, 2026.
2. Office of the Comptroller of the Currency (OCC) approved it on April 6, 2026.

However, one major federal approval is still pending:

• The Federal Reserve System must give its requisite approval before the merger can close.

👉 Why it matters: Bank mergers require layers of government sign-offs to ensure they are safe and sound. Getting state and OCC approval is huge, but the deal is still waiting on the final federal OK.

🔜 What Happens Next: The Closing Checklist

The merger isn't final yet. The companies state that closing remains subject to:

1. Receiving that final Federal Reserve approval.
2. Satisfying other "customary closing conditions." (This is legal language for routine final paperwork and requirements).

👉 Why it matters: This tells investors the finish line is in sight, but there's still a short, defined checklist to complete. No major new hurdles are expected, but the Fed's decision is the last key domino.

🤝 The Deal Structure

The companies will combine through a merger. Specifically, a new, wholly-owned subsidiary of OceanFirst called "Apollo Merger Sub Corp." will merge with and into Flushing. After the deal closes, Flushing Financial Corporation will cease to exist as a standalone company, and its shares will be converted into shares of the combined company (which will likely operate under the OceanFirst banner).

🧠 The Analogy

This merger is like two neighboring family restaurants—one famous for its Italian dishes and the other for its Asian fusion—deciding to combine their kitchens, staff, and dining rooms. They've both convinced their families (shareholders) it's a good idea and have gotten the health department's preliminary nod (state regulators). Now, they're just waiting for the final city business license (the Federal Reserve) before they can hang up the new, combined sign and start serving customers together.

🧩 Final Takeaway

The OceanFirst-Flushing merger has passed a critical shareholder vote and is nearing the finish line, with only the Federal Reserve's final approval still required. This deal, which would combine two decades-old regional banks from New Jersey and New York, is on track to create a larger, combined institution pending that last regulatory step.