OceanFirst Financial Corp. (OCFC) and Flushing Financial Corp. (FFIC) announced a definitive all‑stock merger that values the combined entity at approximately $579 million, based on OCFC’s closing share price of $19.76 on December 26, 2025.
Under the terms of the deal, Flushing Bank will merge into OceanFirst Bank, with OceanFirst Bank surviving the bank merger. The combined company will hold roughly $23 billion in assets, $17 billion in total loans and $18 billion in deposits, and will operate 71 retail branches across Suffolk, Nassau, Queens, Brooklyn and Manhattan, expanding OceanFirst’s footprint into key New York‑Long Island markets.
Warburg Pincus will contribute a $225 million equity investment, receiving a 12 % ownership stake and a board seat. The capital will support the merger and fund future growth initiatives for the combined bank.
Ownership of the new entity will be split among the parties: Flushing shareholders will hold about 30 %, Warburg Pincus 12 %, and existing OCFC shareholders 58 %. The all‑stock structure means each Flushing share will convert to 0.85 shares of OceanFirst common stock.
The transaction is expected to close in the second quarter of 2026, subject to regulatory and shareholder approvals. Typical timelines for bank mergers of this size involve detailed due‑diligence reviews and coordination with federal regulators, and the parties have indicated that they anticipate a smooth approval process.
Strategically, OceanFirst seeks to accelerate growth in New York by acquiring Flushing’s deposit base and branch network. Flushing’s 95‑year history and strong presence in deposit‑rich markets complement OceanFirst’s growth strategy, creating a regional bank with a robust footprint in high‑density markets.
Christopher Maher, Chairman and CEO of OceanFirst, said the transaction “represents a natural extension of our proven growth strategy” and will continue as CEO of the combined entity. John Buran, former CEO of Flushing, will become non‑executive Chairman of the Board, preserving Flushing’s culture while aligning leadership with the new organization.
Financial context from the most recent quarter shows OCFC’s Q3 2025 earnings per share of $0.36, a beat of $0.0006 against analyst estimates, and revenue of $102.96 million, beating estimates by $9.91 million. FFIC reported Q3 2025 EPS of $0.35, a beat of $0.04, and revenue of $58.57 million, slightly below estimates by $0.47 million. These results demonstrate strong profitability and modest revenue growth, supporting the rationale for the merger.
Investors have expressed concerns about the tangible book value dilution of roughly 6 % that the all‑stock structure will create, leading to a muted market response. The dilution concern is a key driver of the reaction, as shareholders weigh the immediate impact against the long‑term synergies of the combined bank.
The integration plan aims to preserve Flushing’s culture and maintain existing branch operations while expanding service offerings across the combined footprint. Employees will be retained under the new structure, and customers will benefit from a broader range of products and a larger network.
The merger positions the combined entity as a leading regional bank in the New York‑Long Island market, with significant growth potential and strategic synergies that should enhance shareholder value over the long term.
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