🧾 What This Document Is

This is a press release filed with the SEC (Form 425). It's a public announcement that two banks, OceanFirst and Flushing, have hit a major milestone in their planned merger: their shareholders have officially voted "yes" to the deal. Think of it as a wedding announcement after the families have given their blessing.

🏢 The Two Banks Involved

👉 In simple terms, these are two established regional banks joining forces.

• OceanFirst Financial Corp. (OCFC): Based in New Jersey, it's a $14.6 billion bank founded in 1902. It serves customers from Massachusetts down to Virginia.
• Flushing Financial Corporation (FFIC): Based in New York, it's been building relationships since 1929. It's known for serving diverse communities in Queens, Brooklyn, Manhattan, and Long Island, with a strong focus on real estate lending.

💰 Financial Snapshot

While this filing doesn't have quarterly earnings, it gives us the key size metrics for both companies before the combination:

• OceanFirst's Total Assets: $14.6 billion
• Flushing's Status: An FDIC-insured, NY-state chartered commercial bank. Its specific asset size isn't listed here, but this deal combines two sizable community banks into one larger entity.

🚀 The Key Move: A Strategic Merger

The core event is the pending merger between the two companies, announced in December 2025.

• Why it matters: This is a "merger of equals" strategy. By combining, the new bank will have a much larger footprint, greater resources, and a more diverse customer base across the busy Northeast corridor (NY and NJ). The goal is to become a stronger competitor against both big national banks and smaller local players.

📜 The Approval Checklist

A merger of this size needs multiple "yes" votes. Here's the progress report:

• ✅ Shareholder Approval: Both companies' shareholders have voted to approve the merger. This is a critical hurdle.
• ✅ Key State Regulators: The New York State Dept. of Financial Services and the Office of the Comptroller of the Currency (OCC) have given their approvals.
• ⏳ The Final Hurdle: The deal is still waiting on approval from the Board of Governors of the Federal Reserve System. Once that's secured and other standard closing conditions are met, the merger will be complete.

🔮 What's Next & Key Contacts

The immediate next step is securing that final Federal Reserve approval. The companies expect the transaction to close after that. For investors wanting to dig deeper, the full merger documents are available on their websites or the SEC's website.

Investor Contacts:

• OceanFirst: Alfred Goon, SVP Corporate Development and Investor Relations (investoroceanfirst.com)
• Flushing: Susan K. Cullen, SEVP Chief Financial Officer ([email protected])

⚖️ Strengths & Risks of the Deal

👍 Strengths:

• Creates a more significant regional banking player with scale.
• Combines OceanFirst's NJ/multi-state reach with Flushing's strong NYC metro presence.
• Shareholder approval indicates investor confidence in the strategic fit.

⚠️ Risks & Challenges:

• The deal is not done yet—it's still pending the final Fed approval.
• Merging two large organizations always comes with execution risk (combining systems, cultures, and staff).
• The banking environment remains competitive and sensitive to interest rates.

🧠 The Analogy

Think of this like two well-established neighborhood grocery stores on adjacent streets deciding to merge into one larger supermarket. Their regular customers (shareholders) have voted for the idea, and the city planning boards (state regulators) have given the green light. Now, they're just waiting for the final permit from the county health department (the Federal Reserve) before they can knock down the wall, combine their inventories, and open the new, bigger store.

🧩 Final Takeaway

This merger between OceanFirst and Flushing is moving forward smoothly, having passed major shareholder and state regulatory hurdles. The strategic combination makes sense for creating a stronger Northeast bank, but investors must remember the deal is conditional on one final approval from the Federal Reserve before it becomes a reality.