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Subsequent Event
3 Months Ended
Mar. 31, 2025
Subsequent Event.  
Subsequent Event

15. Subsequent Event

The Company has evaluated subsequent events through the date these condensed consolidated financial statements were available to be issued. Other than the matters described below, no subsequent events were identified that require recognition or disclosure in the accompanying condensed consolidated financial statements.

On December 29, 2025, Flushing Financial Corporation (the "Company" or "Flushing") and its wholly owned subsidiary Flushing Bank entered into an Agreement and Plan of Merger (the "Merger Agreement") with OceanFirst Financial Corp. ("OceanFirst") and its wholly owned subsidiary OceanFirst Bank N.A. The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, the Company will merge with and into OceanFirst (the "Merger"), with OceanFirst continuing as the surviving corporation. Immediately following the Merger, Flushing Bank will merge with and into OceanFirst Bank N.A. (the "Bank Merger"), with OceanFirst Bank N.A. continuing as the surviving bank.

The Merger is structured as an all-stock transaction. Under the terms of the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the effective time (other than certain excluded shares) will be converted into the right to receive 0.85 shares of common stock, par value $0.01 per share, of OceanFirst (the "Exchange Ratio"), with cash paid in lieu of fractional shares.

On March 23, 2026, the New York State Department of Financial Services granted its approval of the Bank Merger and related applications.

Subsequent to March 31, 2026, the parties received the remaining shareholder and regulatory approvals required to consummate the Merger. Specifically:

• On April 2, 2026, the shareholders of OceanFirst and the shareholders of the Company each approved the Merger Agreement and the transactions contemplated thereby at their respective special meetings.

• On April 6, 2026, the Office of the Comptroller of the Currency granted its approval of the Bank Merger.

• On April 24, 2026, the Board of Governors of the Federal Reserve System granted its approval of the application by OceanFirst to merge with the Company and to indirectly acquire Flushing Bank.

With the receipt of the foregoing approvals, all regulatory approvals required to consummate the Merger and the Bank Merger have been obtained. The closing of the Merger is expected to occur no later than June 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement. The Merger had not been consummated as of the date these condensed consolidated financial statements were available to be issued, and accordingly the effects of the Merger have not been reflected in the accompanying condensed consolidated financial statements.

Related Warburg Pincus Equity Investment

In connection with the Merger Agreement, on December 29, 2025, OceanFirst entered into an investment agreement (the "Investment Agreement") with affiliates of investment funds managed by Warburg Pincus LLC (collectively, the "Investors"), pursuant to which the Investors have agreed to make a fully committed $225 million investment in newly issued equity securities of OceanFirst, consisting of shares of OceanFirst common stock and non-voting common-equivalent stock, together with related warrants (the "Warburg Pincus Investment"). The Company is not a party to the Investment Agreement. The Warburg Pincus Investment is expected to close concurrently with, and is conditioned upon the concurrent closing of, the Merger and the satisfaction of other customary closing conditions set forth in the Investment Agreement. The proceeds of the Warburg Pincus Investment are expected to be used by OceanFirst to support the combined company’s capital position following the closing of the Merger.