🧾 What This Document Is

This is an 8-K filing, which is like a breaking news update a company sends to the SEC to inform investors of major events. This specific update includes a press release announcing that shareholders of both OceanFirst and Flushing have officially approved their planned merger.

👉 In simple terms: The "Yes" votes are in from the owners of both companies. This is a major green light for the deal.

🏢 Meet the Two Banks

• OceanFirst Financial Corp. (OCFC): A regional bank based in New Jersey, founded in 1902. It manages $14.6 billion in assets and serves customers from New Jersey up to Massachusetts and down to Virginia.
• Flushing Financial Corporation (FFIC): A New York-based bank founded in 1929. It's known for serving diverse, multicultural communities in Queens, Brooklyn, Manhattan, and Long Island, and also has a national online banking presence.

👉 Why it matters: This merger combines two well-established community banks with overlapping geographic footprints in the busy Northeast corridor, creating a much larger combined entity.

🚀 The Key Move: Merger Approved

The big news is that shareholders of both banks have voted to approve the merger. This follows the initial agreement signed on December 29, 2025.

• Regulatory Approvals Largely in Hand: Two key state regulators—the New York State Department of Financial Services (approved March 23, 2026) and the Office of the Comptroller of the Currency (approved April 6, 2026)—have also said yes.

👉 Why it matters: Shareholder and state regulatory approvals are two of the biggest hurdles cleared. The deal is now primarily waiting on the final federal blessing.

🔮 What's Still Needed to Close?

The merger is not final yet. One major condition remains:

• Federal Reserve Approval: The Board of Governors of the Federal Reserve System must still grant its requisite approval.

The deal also depends on other "customary closing conditions," which are typical legal and procedural requirements.

👉 Key takeaway: The finish line is in sight, but the deal cannot close until the Fed gives its final sign-off.

💼 Executive & Contact Points

For questions about this merger, the filing provides clear contacts:

• For OceanFirst: Patrick S. Barrett, Chief Financial Officer. Phone: 1.888.623.2633 ext. 27507. Email: [email protected].
• For Investor Relations:
  • OceanFirst: Alfred Goon, SVP. Email: [email protected].
  • Flushing: Susan K. Cullen, SEVP & CFO. Email: [email protected].

⚖️ The Big Picture: Strengths & The Path Ahead

👍 Strengths of the Deal:

• Scale: Creates a significantly larger regional bank.
• Geographic Fit: Combines strong presences in key Northeast markets.
• Cleared Major Hurdles: Shareholder and state-level approvals are secured.

⚠️ Remaining Risk:

• Federal Reserve: The single, critical condition left for completion is Federal Reserve approval. Any unexpected delay or issue could impact the timeline.

📄 For More Details: The filing notes that all related documents (like the full merger agreement) are available for free on the SEC's website or on each company's investor relations website.

🧠 The Analogy

Think of this merger like two neighboring family farms deciding to combine into one larger operation. The families (shareholders) have all voted in favor, and the local town and county governments (state regulators) have granted the necessary permits. The only thing left is the final approval from the regional water authority (the Federal Reserve) to connect the irrigation systems. Once that final "yes" comes through, the two farms can officially become one.

🧩 Final Takeaway

The OceanFirst and Flushing merger has passed its most significant democratic and state-level tests with strong shareholder and regulatory approvals. The $14.6 billion OceanFirst is now waiting solely on the Federal Reserve's final blessing to complete its combination with Flushing, a move that would create a powerful new community banking force in the Northeast.