{"url_path":"/sec/ocfc/8-k/2026-06-01/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1004702/0001193125-26-251758-index.html","accession_number":"0001193125-26-251758","cik":"0001004702","ticker":"OCFC","issuer_name":"OCEANFIRST FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1004702/0001193125-26-251758-index.html","primary_entity_key":"0001004702","primary_entity_name":"OCEANFIRST FINANCIAL CORP"},"word_count":572,"has_tables":true,"body_markdown":"Item 9.01.\n\nFinancial Statements and Exhibits.\n\n(a) Financial statements of businesses or funds acquired.\n\nThe financial statements of Flushing Financial Corporation required by Item 9.01(a) of Form 8-K are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report and incorporated by reference into this Item 9.01(a).\n\n(b) Pro forma financial information.\n\nThe pro forma financial information required by Item 9.01(b) of Form 8-K is filed as Exhibit 99.3 to this Current Report and incorporated by reference into this Item 9.01(b).\n\n(d) Exhibits.\n\nThe following exhibits are filed herewith or incorporated herein by reference:\n\n \n\nExhibit\n\nNo.\n\n  \nDescription of Exhibit\n\n 2.1\n  \n[Agreement and Plan of Merger, dated as December 29, 2025, by and among Flushing Financial Corporation, OceanFirst Financial Corp. and Apollo Merger Sub Corp. (incorporated by reference to Exhibit 2.1 of OceanFirst Financial Corp.’s Form 8-K filed with the SEC on January 5, 2026 (File No. 001-11713))*](http://www.sec.gov/Archives/edgar/data/1004702/000119312526002442/d89014dex21.htm)\n\n 3.1\n  \n[OceanFirst Financial Corp. Certificate of Designations relating to a new class of non-voting, common-equivalent stock, effective as of May 29, 2026](d145829dex31.htm)\n\n 4.1\n  \n[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.](d145829dex41.htm)\n\n 4.2\n  \n[Warrant, dated as of June 1, 2026, issued by OceanFirst Financial Corp. to WPFS II Orion Investments, L.P., an affiliate of funds managed by Warburg Pincus LLC.](d145829dex42.htm)\n\n10.1\n  \n[Investment Agreement, dated as of December 29, 2025, by and between OceanFirst Financial Corp. and affiliates of funds managed by Warburg Pincus LLC (incorporated by reference to Exhibit 10.2 of OceanFirst Financial Corp.’s Form 8-K filed with the SEC on January 5, 2026 (File No. 001-11713))*](http://www.sec.gov/Archives/edgar/data/1004702/000119312526002442/d89014dex102.htm)\n\n10.2\n  \n[Registration Rights Agreement, dated June 1, 2026, by and among OceanFirst Financial Corp. and affiliates of funds managed by Warburg Pincus LLC](d145829dex102.htm)\n\n23.1\n  \n[Consent of BDO USA, P.C., Independent Registered Public Accounting Firm for Flushing Financial Corporation](d145829dex231.htm)\n\n99.1\n  \n[Audited consolidated financial statements of Flushing Financial Corporation as of December 31, 2025 and 2024 and for each of the three years in the period ended December 31, 2025 and the related notes thereto and Management’s Report on Internal Control over Financial Reporting as of December 31, 2025 (incorporated by reference to Part II, Item 8 and Item 9A, respectively, of Flushing Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026 (File No. 001-33013))](http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/923139/000110465926024646/ffic-20251231x10k.htm#Item8FinancialStatementsandSupplementary)\n\n99.2\n  \n[Unaudited financial statements of Flushing Financial Corporation as of and for the three months ended March 31, 2026 (incorporated by reference to Part I, Item 1 of Flushing Financial Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 11, 2026 (File No. 001-33013))](http://www.sec.gov/Archives/edgar/data/../../../ix?doc=/Archives/edgar/data/923139/000110465926058606/ffic-20260331x10q.htm#Item1FinancialStatements_400173)\n\n99.3\n  \n[Unaudited pro forma condensed combined financial information](d145829dex993.htm)\n\n99.4\n  \n[Press Release, dated as of June 1, 2026](d145829dex994.htm)\n\n104\n  \nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\n \n\n* \n\nPursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.\n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n \n\n \nOCEANFIRST FINANCIAL CORP.\n\nDate: June 1, 2026\n \n\n \n\n \n\n \n\n \n\n \n\n/s/ Steven J. Tsimbinos\n\n \n\n \n\n \nSteven J. Tsimbinos\n\n \n\n \n\n \nSenior Executive Vice President, General Counsel and Corporate Secretary"}