🧾 What This Document Is

This is a Form 425 filing, which is a special type of SEC report. Companies use it to share information about "business combinations" like mergers or acquisitions. Think of it as a required public update on a major deal.

This specific filing reports that Flushing Financial Corp. (FFIC) held a shareholder vote on its pending merger with OceanFirst Financial Corp. (OCFC) and announces the results.

🏢 What The Company Does

👉 In simple terms, Flushing Financial is the parent company of Flushing Bank. It's a regional bank based in Uniondale, New York, serving communities in Queens, Brooklyn, Manhattan, and Long Island since 1929. It offers standard banking services like loans, deposits, and cash management, with a focus on multicultural markets and real estate lending.

The other party, OceanFirst, is a larger New Jersey-based regional bank with about $14.6 billion in assets, founded in 1902. This merger is a classic "bigger bank buys a smaller, nearby bank" deal to expand geographic reach and scale.

🤝 The Deal

The merger is structured as a two-step process, but for shareholders, the key terms are simple:

• The Exchange Ratio: Each share of Flushing common stock will be converted into the right to receive 0.85 shares of OceanFirst common stock. Cash will be paid for any fractional shares.
• The Goal: After the merger, Flushing will cease to exist as a separate company, and OceanFirst will be the surviving entity. It's a strategic combination to create a stronger regional bank.

🗳️ The Vote: What Shareholders Decided

At a special meeting on April 2, 2026, Flushing shareholders voted on two main items:

1. The Merger Proposal: To approve the merger agreement itself. This was overwhelmingly approved.
   • Votes For: 24,102,136
   • Votes Against: 628,640
   • Abstentions: 40,182
   • 👉 Why it matters: This was the crucial vote. With over 95% of votes cast in favor, it shows strong shareholder support for the deal.
2. The Compensation Proposal: A non-binding, advisory vote to approve certain merger-related pay for Flushing's executives. This passed by a much narrower margin (12.4 million for vs. 12.2 million against). While important for governance, this vote doesn't block the deal.

📜 Regulatory Status: The Final Hurdles

The merger isn't done yet. It requires approval from banking regulators.

• ✅ Approvals Received: The New York State Department of Financial Services (March 23, 2026) and the Office of the Comptroller of the Currency (April 6, 2026) have given their green lights.
• ⏳ Still Pending: The final major regulatory hurdle is approval from the Board of Governors of the Federal Reserve System.
• 👉 Why it matters: The deal's completion now hinges almost entirely on this final Federal Reserve approval and other standard closing conditions.

🔮 What's Next

The path forward is clear:

1. Await the Federal Reserve's decision.
2. Once all regulatory approvals are in place and closing conditions are met, the merger will be finalized.
3. Flushing Financial Corp. will be absorbed into OceanFirst Financial Corp., and trading of FFIC shares will eventually cease.
4. The combined bank will operate under the OceanFirst name.

📞 Key Contacts for More Information

For investors seeking more documents or details:

• OceanFirst Investor Relations: Alfred Goon, SVP Corporate Development. Email: investoroceanfirst.com
• Flushing Investor Relations: Susan K. Cullen, SEVP & CFO. Email: [email protected]
• OceanFirst Press Release Contact: Patrick S. Barrett, CFO. Phone: 1.888.623.2633 ext. 27507. Email: [email protected]

⚖️ Big Picture

👍 Strengths / Why This Deal Makes Sense:

• Scale and Efficiency: Combines two regional banks to create a larger, more efficient competitor in the Northeast.
• Shareholder Approval: The deal passed with a very strong "For" vote on the main proposal.
• Regulatory Progress: Key state-level approvals are already secured.

⚠️ Risks & What Could Go Wrong:

• Regulatory Denial: The Federal Reserve could still deny approval, which would kill the deal.
• Integration Challenges: Merging bank systems, cultures, and branches is complex and can lead to temporary disruptions.
• Economic Headwinds: The performance of the combined bank will still depend on the broader economy and interest rate environment.

🧠 The Analogy

Imagine two neighboring pizza shops: one is a beloved, multi-generational spot in Queens (Flushing), and the other is a larger, successful chain from New Jersey (OceanFirst). They decide to merge. The local shop's owners get shares in the bigger chain in exchange for their business. The customers and local employees hope for better resources and menu options, but worry the new, bigger corporation might change their favorite neighborhood recipes. First, the two owners signed the deal (the Merger Agreement). Now, the local shop's partners have voted to approve it (the Shareholder Vote). The final step is getting the city health inspector (the Federal Reserve) to sign off on the combined kitchen before they can officially open as one.

🧩 Final Takeaway

Flushing Financial shareholders have overwhelmingly approved a merger where they will receive 0.85 shares of OceanFirst stock for each Flushing share. The deal now awaits its final major regulatory approval from the Federal Reserve to be completed, which would create a larger regional bank in the Northeast.