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Get filing alertsOceanFirst completes $225M Warburg Pincus investment and Flushing acquisition, assumes $252M debt
Filed June 1, 2026 · Period ending June 1, 2026 · ~1 min read
Key Changes
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OceanFirst closed acquisition of Flushing Financial, assuming $251.9M in subordinated debt with rates from 3.125% to 6.000% and maturities through 2037, increasing future interest expense.
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Warburg Pincus invested $225M for 9.5M common shares and 1,812 non-voting shares at $19.76 per share, plus warrant for 11.4M additional shares exercisable at $30 stock price or after 3 years.
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Post-merger share count reached 96.7M shares (up from ~58M pre-deal), including 29.3M shares to Flushing shareholders and 9.5M to Warburg, representing significant dilution to existing holders.
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Board expanded from 10 to 17 directors with 6 former Flushing directors and 1 Warburg designee; John R. Buran became Non-Executive Chairman for 2 years, replacing CEO Christopher Maher as Chairman.
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OceanFirst granted Warburg registration rights including S-3 shelf and demand registrations, enabling future share sales that could create selling pressure.
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Summary
OceanFirst Financial completed a transformative acquisition of Flushing Financial Corporation on June 1, 2026, funded by a $225 million investment from private equity firm Warburg Pincus.
The deal dramatically reshapes the company's capital structure: OceanFirst assumed $252 million in subordinated debt from Flushing and issued 29.3 million shares to Flushing shareholders, while Warburg received 9.5 million common shares plus warrants for another 11.4 million shares exercisable at $30 per share. Total shares outstanding jumped to 96.7 million, diluting existing shareholders by approximately 40%.
Retail investors should understand this is a bet on scale and synergies offsetting significant near-term dilution and increased debt service. The Warburg warrant represents substantial additional dilution risk if the stock reaches $30—at that price, warrant exercise becomes mandatory after a sustained period. The board expanded to 17 members with a new Non-Executive Chairman from Flushing, signaling integration priorities but also potential governance complexity. Watch for the first combined earnings report to assess whether revenue synergies and cost savings justify the dilution. Also monitor whether Warburg exercises registration rights to sell shares, which could pressure the stock price and signal the private equity firm's confidence in the merger thesis.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
OceanFirst Financial Corp filed an 8-K disclosing entry into a material definitive agreement.
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Item 1.01. Entry into a Material Definitive Agreement.
The company disclosed entry into a material definitive agreement under Item 1.01. However, the filing text provided is incomplete and does not contain the actual details of the agreement, its terms, parties involved, or business purpose. The phrase 'The information set forth in' suggests the description continues elsewhere in the document but was not included in the excerpt.
Event · Item 3.02 — Unregistered Sales of Equity Securities
OceanFirst filed an 8-K with cross-referenced disclosure regarding a Registration Rights Agreement under Item 3.02.
Show 1 minor / wording change
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Item 3.02 of this Current Report on Form 8-K under the heading “Registration Rights Agreement” is incorporated by reference into this Item 1.01.
The 8-K incorporates by reference disclosure from Item 3.02 regarding a Registration Rights Agreement into Item 1.01. Without the full text of Item 3.02, the specific terms and parties to the registration rights agreement cannot be determined from this excerpt alone.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
OceanFirst Financial Corp disclosed completion of an acquisition or disposition of assets under Item 2.01.
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Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
The company disclosed completion of an acquisition or disposition of assets under Item 2.01. However, the 8-K references an Introductory Note that is not included in the provided text, making it impossible to determine the specific transaction details, parties involved, or financial terms. This is a material corporate event but requires the full filing to assess investor impact.
Event · Item 2.03 — Creation of a Direct Financial Obligation
OceanFirst completed acquisition of Flushing, assumed $251.9M debt, and raised $225M from Warburg Pincus via equity investment with warrant.
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On the Closing Date, OceanFirst entered into a Registration Rights Agreement with Warburg (the “Registration Rights Agreement”), pursuant to which OceanFirst agreed to provide customary registration rights to Warburg and its affiliates and certain permitted transferees with respect to the shares of OceanFirst Common Stock purchased under the Investment Agreement, and the shares of OceanFirst Common Stock issued upon the conversion of shares of the NVCE Stock purchased under the Investment Agreement or issued upon the exercise of the Warrant. Under the Registration Rights Agreement, Warburg is entitled to customary S-3 shelf registration rights, “demand” registrations and “piggyback” registration rights, in each case, subject to certain limitations as set forth in the Registration Rights Agreement.
OceanFirst granted Warburg Pincus registration rights allowing them to demand registration of their shares for public sale, including S-3 shelf registrations and piggyback rights. This facilitates Warburg's ability to exit their investment over time and could create selling pressure on the stock when exercised.
Event · Item 3.03 — Material Modification to Rights of Security Holders
OceanFirst filed a Certificate of Designations creating NVCE Stock in connection with an investment transaction.
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In connection with the consummation of the Investment, OceanFirst filed a Certificate of Designations with the Secretary of State of the State of Delaware (the “Delaware Secretary”) for the purpose of creating the NVCE Stock (the “Certificate of Designations”). The Certificate of Designations was filed on May 29, 2026.
OceanFirst created a new class of stock called NVCE Stock by filing a Certificate of Designations with Delaware on May 29, 2026. This filing was made in connection with completing an investment transaction. The creation of a new stock class modifies the rights of existing security holders by introducing a new equity instrument with potentially different voting, dividend, or liquidation rights.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
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As previously disclosed on OceanFirst’s Current Report on Form 8-K filed on December 29, 2025, at the Second Effective Time and in accordance with the terms of the Merger Agreement, (a) the following six former directors of Flushing were appointed to serve as directors on the board of directors of OceanFirst (the “OceanFirst Board”), effective as of the Effective Time: John R. Buran, Alfred DelliBovi, Steven D’Iorio, Louis C. Grassi, Sam S. Han, and Caren C. Yoh (the “Flushing Directors”), and (b) Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst, pursuant to the Investment Agreement
OceanFirst added seven new directors to its board effective June 1, 2026, as part of completing its merger with Flushing. Six directors came from Flushing's former board, and one director (Todd Schell) was designated by Warburg Pincus pursuant to an investment agreement. The board now has 17 total members, expanded from the prior 10 continuing directors.
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As a result of the Mergers and effective as of the Effective Time, each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board. The departures did not result, in whole or in part, from any disagreement with OceanFirst or its management.
Three OceanFirst directors departed the board in connection with the merger closing. The filing explicitly states these departures were not due to any disagreement with the company or management, indicating they were planned as part of the merger integration process.
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Effective as of the Second Effective Time, pursuant to the terms of the Merger Agreement, John R. Buran was appointed as the Non-Executive Chairman of the OceanFirst Board. At the Closing, Christopher D. Maher, the Chairman, President and Chief Executive Officer of OceanFirst, ceased serving as Chairman of the OceanFirst Board. Mr. Buran will continue to serve as the Non-Executive Chairman for two years following the Closing. Following John Buran’s term, Mr. Maher will be re-appointed Chairman of the OceanFirst Board for a term not exceeding one year.
John R. Buran, a former Flushing director, became Non-Executive Chairman of OceanFirst's board, replacing Christopher D. Maher who remains as President and CEO but stepped down as Chairman. This is a two-year arrangement per the merger agreement, after which Maher will return as Chairman for up to one year before the board selects a chairman at its discretion.
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Pursuant to the Merger Agreement, effective as of the effective time of the Bank Merger, each of the members of the OceanFirst Board were appointed to the board of directors of OceanFirst Bank (the “OceanFirst Bank Board”) and John R. Buran was appointed as Chairman of the OceanFirst Bank Board.
All 17 members of the parent company board were also appointed to the board of OceanFirst Bank, the operating bank subsidiary. John R. Buran serves as Chairman at both the holding company and bank levels.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
OceanFirst filed a Certificate of Designations with Delaware to establish rights and powers of NVCE Stock in connection with completed mergers.
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In connection with the consummation of the Mergers, OceanFirst filed a Certificate of Designations with the Delaware Secretary for the purpose of fixing the designations, conversion or other rights, voting powers and limitations of the NVCE Stock.
OceanFirst filed a Certificate of Designations with Delaware to establish the specific rights, voting powers, and limitations of a new class of stock called NVCE Stock. This filing occurred as part of completing merger transactions. The certificate defines the terms and characteristics of this stock class, which may affect the company's capital structure and shareholder rights.
Event · Item 7.01 — Regulation FD Disclosure
OceanFirst announced completion of mergers via press release on June 1, 2026.
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On June 1, 2026, OceanFirst issued a press release announcing the completion of the Mergers.
OceanFirst Financial Corp disclosed that it has completed merger transactions. The 8-K references 'the Mergers' (plural, capitalized), suggesting previously announced transactions have now closed. The press release containing details is attached as Exhibit 99.4.
Event · Item 9.01 — Financial Statements and Exhibits
OceanFirst Financial Corp. completed acquisition of Flushing Financial Corporation with Warburg Pincus investment and warrant issuance.
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Agreement and Plan of Merger, dated as December 29, 2025, by and among Flushing Financial Corporation, OceanFirst Financial Corp. and Apollo Merger Sub Corp.
OceanFirst Financial Corp. has completed its acquisition of Flushing Financial Corporation pursuant to a merger agreement dated December 29, 2025. The filing includes audited and unaudited financial statements of Flushing Financial Corporation and pro forma combined financial information, indicating the transaction has closed as of June 1, 2026.
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Warrant, dated as of June 1, 2026, issued by OceanFirst Financial Corp. to WPGG 14 Orion Investments, L.P., an affiliate of funds managed by Warburg Pincus LLC.
OceanFirst issued warrants on June 1, 2026 to two affiliates of Warburg Pincus LLC (WPGG 14 Orion Investments, L.P. and WPFS II Orion Investments, L.P.) pursuant to an Investment Agreement dated December 29, 2025. This represents a material equity investment by a major private equity firm, likely providing capital to support the Flushing Financial acquisition.
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OceanFirst Financial Corp. Certificate of Designations relating to a new class of non-voting, common-equivalent stock, effective as of May 29, 2026
OceanFirst created a new class of non-voting, common-equivalent stock effective May 29, 2026. This capital structure change likely relates to the Warburg Pincus investment and provides the private equity firm with economic participation without voting control.
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Registration Rights Agreement, dated June 1, 2026, by and among OceanFirst Financial Corp. and affiliates of funds managed by Warburg Pincus LLC
OceanFirst entered into a Registration Rights Agreement with Warburg Pincus affiliates on June 1, 2026, granting them rights to register their securities for public sale. This provides the private equity investor with liquidity options and may result in future share sales that could impact stock price.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 9, 2026 · How we verify