What Flushing Financial Corp. told the SEC could break it.

Flushing Bank is extensively regulated — examined by the NYDFS and FDIC for safety/soundness, subject to Dodd-Frank, BSA/USA PATRIOT Act anti-money-laundering program requirements, and numerous consumer-protection lending and deposit statutes (Truth-in-Lending, HMDA, Truth in Savings, etc.) — and must obtain regulatory approvals for mergers/acquisitions; legislative or regulatory changes could raise compliance costs and constrain permissible activities.

“The Bank must file reports with the NYDFS and the FDIC concerning its activities and financial condition, in addition to obtaining regulatory approvals prior to certain transactions such as mergers with, or acquisitions of, other depository institutions.”

Flushing's large multi-family loan book is exposed to NYC housing policy — the mayor's proposal to freeze rent increases on rent-regulated apartments and an early-2026 proposal to raise property taxes by 9.5%; if enacted, the value of the multi-family loan portfolio may decrease and delinquencies increase, a pointed political/regulatory risk for a NYC rent-regulated-housing lender.

“to freeze rent increases on rent regulated apartments. In early 2026, he proposed increasing property taxes by 9.5%. If these proposals are enacted, the value of the multi-family loan portfolio may decrease with delinquencies increasing.”

Flushing Bank's loan portfolio is heavily concentrated in the New York City metropolitan area and in real estate — multi-family residential ($2,382.8M), commercial real estate ($1,993.0M) and one-to-four-family mixed-use ($476.4M) together were 73.1% of the loan portfolio, with the vast majority of mortgages secured by NYC-metro properties — so a downturn in the NYC real-estate market would disproportionately impair credit quality.

“Our loan portfolio is concentrated in the New York City metropolitan area.”

Flushing has agreed to merge with OceanFirst Financial (Nasdaq: OCFC), with Flushing holders expected to own ~58% of the combined company and a concurrent Warburg equity capital raise, targeted to close in Q2 2026 subject to regulatory and shareholder approvals; the deal can be terminated if OceanFirst's stock falls below $15.81 and underperforms the KBW regional-bank index by 20%, and regulatory approvals may be delayed or conditioned, creating completion and integration uncertainty.

“The mergers are expected to close in the second quarter of 2026, subject to the receipt of regulatory approvals, approval by OceanFirst's shareholders and our shareholders, and the satisfaction of other customary closing conditions. The equity capital raise with Warburg is expected to close concurrently with the first merger”