OceanFirst Financial and Flushing Financial Corporation have agreed to combine in an all-stock merger that would create a regional bank with approximately $23 billion in assets across New Jersey, Long Island, and the New York City metro area, while also bringing in a $225 million strategic equity investment from Warburg Pincus.
Under the definitive agreement, Flushing will merge into OceanFirst, and Flushing Bank will merge into OceanFirst Bank, with OceanFirst Bank as the surviving institution. Based on OceanFirst’s December 26, 2025, closing price of $19.76, the transaction is valued at approximately $579 million. The combined company is expected to have about $17 billion in loans, $18 billion in deposits, and 71 retail branches.
OceanFirst said the transaction accelerates its expansion in New York by adding Flushing’s footprint across Suffolk, Nassau, Queens, Brooklyn, and Manhattan. Management positioned the deal as a complementary combination, pairing OceanFirst’s operating model and product set with Flushing’s long-standing distribution network and customer relationships.
In connection with the merger, OceanFirst entered into an investment agreement with Warburg Pincus affiliates, fully committed for $225 million, subject to the merger’s closing. Post-closing, OceanFirst expects Flushing shareholders to own roughly 30% of the combined company, Warburg Pincus to own about 12%, and existing OceanFirst shareholders to hold the remaining approximately 58%.
Governance is expected to include Christopher Maher continuing as CEO of the combined holding company, with Flushing CEO John Buran becoming non-executive chairman of the board. The board is planned to have 17 directors, including 10 from OceanFirst, 6 from Flushing, and 1 from Warburg Pincus (Todd Schell).
OceanFirst and Flushing forecast meaningful profitability improvement, including estimated 2027 EPS accretion of approximately 16% and an internal rate of return of around 24%, with tangible book value dilution of about 6% and an earnback period of roughly 3 years. The companies also cited targeted 2027 pro forma metrics including approximately 13% return on average tangible common equity, 1.00% return on average assets, and a net interest margin around 3.2%, alongside a projected CET1 ratio of 10.8% at close.
For consideration, Flushing shareholders would receive 0.85 shares of OceanFirst common stock for each Flushing share. For the equity raise, OceanFirst expects to sell Warburg Pincus approximately 9.7 million shares of common stock and non-voting, common-equivalent shares representing the economic equivalent of roughly 1.7 million common shares, each priced at $19.76 per share. Warburg Pincus will also receive a seven-year warrant for non-voting, common-equivalent shares representing the economic equivalent of approximately 11.4 million common shares, not exercisable before the third anniversary of closing (subject to limited exceptions), with mandatory exercise triggered if OceanFirst’s stock closes at or above $30.00 per share for 20 days within a 30-day period.
The companies expect the merger to close in the second quarter of 2026, subject to regulatory approvals, shareholder approvals, and customary closing conditions, with the equity investment closing concurrently. OceanFirst also included a note that third-party diligence referenced in connection with the transaction was performed for the benefit of the relevant clients and cannot be relied upon by shareholders or other third parties.
Support: Keefe, Bruyette & Woods (Stifel) advised OceanFirst and Simpson Thacher served as legal counsel. Piper Sandler advised Flushing and Hughes Hubbard & Reed served as legal counsel. J.P. Morgan served as capital markets advisor and sole placement agent to OceanFirst. Jefferies advised Warburg Pincus and Wachtell, Lipton, Rosen & Katz served as legal counsel.
KEY QUOTES:
“This acquisition represents a natural extension of our proven growth strategy. We are bringing together two highly complementary organizations, leveraging Flushing’s 95+ year distribution channel in Long Island and New York alongside OceanFirst’s relationship-driven business model and robust products and services. We share a disciplined credit philosophy and long-term commitment to the communities we serve and are highly confident that this combination will enable us to better support our customers and deliver meaningful value for shareholders.”
Christopher Maher, Chairman And Chief Executive Officer, OceanFirst
“We are excited to partner with OceanFirst, an organization that shares our values and long-term vision. This transaction creates meaningful opportunities for our clients, employees, and communities while preserving the relationship-focused culture that has defined our bank for nearly a century. We look forward to taking the next step in our journey with OceanFirst and for our shareholders to participate in the future upside resulting from creating a scaled, more profitable franchise together.”
John Buran, President And Chief Executive Officer, Flushing
“This combination marries OceanFirst’s scalable platform and robust product suite with Flushing’s distribution network and deep customer relationships. We have known both franchises for a long time – they share an underlying culture and philosophy and are complementary in ways that unlock strategic value for the combined entity. This is a natural combination that can produce strong returns for shareholders.”
Todd Schell, Managing Director, Warburg Pincus
