Oceanfirst Financial Corp. · NASDAQ:OCFC
Oceanfirst Financial — Merger or Acquisition (December 2025)
21 slides from Oceanfirst Financial's merger presentation, Dec 29, 2025
Slide 1: OceanFirst Financial Corp. Announces Agreement to Acquire Flushing Financial Corporation
... December 29, 2025 OceanFirst Financial Corp. Announces Agreement to Acquire + Flushing Financial Corporation
Slide 2: Legal Disclaimer
Legal .Disclaimer .. Cautionary Note Regarding Forward-Looking Statements This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between OceanFirst Financial Corp. (“OceanFirst”) and Flushing Financial Corp
Slide 3: Legal Disclaimer (Continued)
Legal .Disclaimer .. (Continued) Additional Information and Where to Find It This document is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitatio
Slide 4: Transaction Highlights and Strategic Rationale
Transaction ... Highlights and Strategic Rationale Creating a Scaled, High Performing Franchise with Considerable Upside Value Creation Driven by Delivering OceanFirst’s Robust Products and Services Through Flushing’s 95+ Year Old Long Island and New York City Distribution Channel Meaningfully Enhan
Slide 5: Creating a Scaled, High Performing Franchise
Creating . . . a Scaled, High Performing Franchise Pro Forma Performance Metrics Accelerates Expansion in Attractive Long Island / New York City Markets OCFC – Retail Branches (41) (1) (1) MA OCFC – Commercial Centers (9) Increased $23bn #2 #2 NY FFIC (30) Long Island (2) New Jersey Scale Assets Com
Slide 6: Snapshot of Financial Overview Leading Long Island Footprint
Snapshot ... of Financial Overview Leading Long Island Footprint (1) Branch Locations (30) Balance $8.9bn $7.4bn $6.6bn Sheet Assets Deposits Net Loans New York Suffolk Nassau Deposit ~7 years ~$41,000 90% Queens Franchise Average Tenure (2) Avg. Deposit Size (2) Loans / Deposits Kings Loan 5.76% 88
Slide 7: Well-Placed Branch Distribution Network with Opportunity to Gain Share
Well-Placed ... Branch Distribution Network with Opportunity to Gain Share and Drive Value in Micro-Areas Total Flushing Presence ($mm) Average G-SIB Presence (1) Deposits in Deposits Branch Deposits Deposit #1 Overview of Flushing Branch Network Micro-Area County Market ($bn) Deposits Branches per
Slide 8: Considerable Value Creation From Combining Flushing's Distribution Channels with OceanFirst's Commercial Product Set
Considerable ... Value Creation From Combining Flushing’s Distribution Channels with OceanFirst’s Commercial Product Set Deploy OceanFirst’s Broader and More Robust Products and Services to Flushing's Customers and Markets Treasury Management C&I Focus: Premier Bank Digital Capabilities: OFBConnect®
Slide 9: Pro Forma Financial Snapshot
Pro Forma ... Financial Snapshot Pro Forma Scale $23bn $18bn $17bn $1.8bn $1.9bn Total Total Net Tangible Market Assets Deposits Loans Common Equity Capitalization(1) Financial Impacts Profitability Balance Sheet Pro Forma Capital Ratios Highly Attractive and Strong Profitability Metrics Conservativ
Slide 10: Diversifies and De-risks Balance Sheet
Diversifies ... and De-risks Balance Sheet Go-Forward Strategy Areas of Focus ✓ In December 2025, OceanFirst completed a credit risk transfer on a $1.5bn pool Higher Priority Lower Priority of its residential loans, increasing CET1 by ~50bps ✓ Conservative mark on Flushing’s portfolio: ~4x current r
Slide 11: Transaction Summary
Transaction ... Summary ⚫ 100% common stock Structure ⚫ Fixed exchange ratio of 0.8500 shares of OceanFirst for each Flushing share ⚫ $16.80 per FFIC share / $579mm deal value, at-market transaction (1) ⚫ Price / 2026E of 10.6x; Price / 2027E of 9.6x; Price / Synergized 2027E of 5.0x (2) Pricing / M
Slide 12: Creating a New Regional Bank with Valuation Upside
Creating . . . a New Regional Bank with Valuation Upside Combination Meaningfully Improves Profitability Pro Forma Profitability and Valuation Considerations Noninterest Expense / Avg. Assets Net Interest Margin ⚫ Pro forma company will have strong profitability characteristics (significant (25bps)
Slide 13: Well-Structured and Thoroughly Diligenced Transaction
Well-Structured ... and Thoroughly Diligenced Transaction Thorough Due Diligence Process with + Deep Dive in Credit Third-Party Diligence Partners Well-Structured Investment ⚫ Highly experienced bank investor ⚫ Multiple stress test analyses ⚫ $4.6bn of Flushing loans reviewed (~70% coverage) ⚫ Inves
Slide 14: Disciplined Acquiror with Successful Integration History
Disciplined ... Acquiror with Successful Integration History Beginning of Digital Core Conversion to IPO to Mutual Depositors Solidified deposit base and balance Reinvestment into growth Transformation 1st FinTech Fiserv Premier sheet. Executed on internal with the launch of the Equity optimization
Slide 15: Appendix
INVESTOR PRESENTATION ... Appendix 15
Slide 16: Transaction Assumptions
Transaction ... Assumptions Earnings ⚫ Projections based on consensus analyst estimates Cost Savings ⚫ Estimated at 35.0% of Flushing’s non-interest expense (50% phased-in in 2026E, 100% thereafter) One-Time Expenses ⚫ Pre-tax one-time expenses of $106 million (1.7x 2026E fully-phased in cost synerg
Slide 17: Pro Forma Earnings Per Share Reconciliation
Pro Forma ... Earnings Per Share Reconciliation ($ in millions) 2027E EPS Reconciliation Impact OceanFirst 2027 Consensus Net Income $123.7 (1) OceanFirst Standalone Net Income Adjustments (2.2) OceanFirst 2027 Net Income $121.5 Flushing 2027 Consensus Net Income $59.7 After-Tax Transaction Adjustme
Slide 18: Purchase Accounting Summary
Purchase . . . Accounting Summary Basic Shares TBVPS Build to Close $ millions (millions) $ Per Share OceanFirst TBVPS as of 9/30/25 $1,120.2 57.4 $19.52 (+) Earnings Prior to Close 41.4 Goodwill & Intangibles Reconciliation $ millions (-) Dividends Prior to Close (22.9) Merger Consideration $579.2
Slide 19: Diversified Pro Forma Loan and Deposit Mix
Diversified ... Pro Forma Loan and Deposit Mix Pro Forma Consumer & Other Residential Consumer & Other CRE - Investor CRE - Investor CRE - Investor 2% Construction 1% 12% Owned Residential Owned Residential Owned 25% C&I - Non- 1% 27% 23% 26% 30% RE 9% Loan $10.6bn Office $6.7bn Construction 4% $17.
Slide 20: Flushing's Granular & Low Risk Rent-Regulated Multifamily Portfolio
Flushing’s ... Granular & Low Risk Rent-Regulated Multifamily Portfolio Portfolio by % Regulated Units Portfolio Statistics Granular loan portfolio ($1.3mm average loan size) % of Rent-Regulated Units: 100% Portfolio Size (1) $1.4 billion 50–99% Flushing targets multigenerational borrowers with low
Slide 21: Long Track Record of Public Market Bank Investing
... : Long Track Record of Public Market Bank Investing ⚫ Founded in 1966, Warburg Pincus has raised 21 private equity funds with over $110 billion in committed capital ⚫ 50-year history of investing in Financial Services, including nearly 30 years in the banking sector ⚫ $20+ billion invested into
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