London, 10 February 2026 – Warburg Pincus, the pioneer of private equity global growth investing, today announced that Ralph Haupter will serve as an External Senior Advisor to its European Technology team. Mr. Haupter, Executive Vice President and Chief Revenue Officer for Small Medium Enterprises and Channel (SME&C) at Microsoft, will take on this personal engagement to help the firm identify and evaluate new investment opportunities across the software and technology sectors. He will also play an active role in value creation across the firm’s existing portfolio.

Mr. Haupter brings over 25 years of global operating experience and deep expertise in technology innovation and transformation. At Microsoft, he leads a global organization that works with the company’s extensive partner ecosystem to empower small and medium businesses worldwide. Previously, he held senior leadership roles across Europe, Asia, and the Americas, including President of Microsoft EMEA, President of Microsoft Asia, and Chief Executive Officer of Microsoft Germany. Before joining Microsoft, Mr. Haupter held leadership positions at IBM.

“I am excited to spend time with the Warburg Pincus team in this advisory capacity,” said Ralph Haupter. “Throughout my career, I’ve focused on helping organizations apply the latest technologies, including artificial intelligence, to improve how they operate and grow. I look forward to sharing my experience and learning from the next generation of technology companies.”

“We are delighted to welcome Ralph as a Senior Advisor,” said Issam Abedin and Max Fowinkel, Managing Directors at Warburg Pincus. “Ralph’s deep industry experience and knowledge of working with and scaling technology companies will be immensely valuable as we focus on supporting our current and future portfolio companies to unlock their full potential.”

Media contact:

Alice Gibb – Director, Europe Communications

Alice.gibb@warburgpincus.com

+44 207 306 3090

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $100 billion in assets under management, and more than 215 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

Permira, Warburg Pincus and Evelyn Partners are pleased to announce they have successfully reached an agreement with NatWest Group plc for it to acquire Evelyn Partners for a £2.7 billion enterprise value.  The transaction, which is subject to regulatory approval, is expected to complete in the summer of 2026.

Evelyn Partners is a leading UK wealth manager with more than 180 years of heritage and is entrusted with £69 billion of Assets Under Management and Administration (“AUMA”) by its clients. Evelyn Partners offers an integrated wealth management proposition spanning financial planning, discretionary investment management and, through Bestinvest, an award-winning direct-to-consumer platform and coaching service for self-directed investors. With its diverse service proposition, strength in both financial planning and investment management and office network across 21 locations, Evelyn Partners provides a scalable offering across the UK wealth market supported by a modern technology platform.

Funds advised by Permira originally invested in Bestinvest in 2014 and through a small number of highly selective, transformational combinations, most notably Tilney, Towry and Smith & Williamson, created and integrated the combined group now known as Evelyn Partners. Under the Permira fund’s majority ownership, assets under management increased from ~£5 billion to £69 billion. Warburg Pincus became a minority investor in the company upon the acquisition of Smith & Williamson in 2020.

By combining Evelyn Partners’ £69 billion of AUMA with the £59 billion AUMA of NatWest Group’s existing Private Banking and Wealth Management (PBWM) business, which includes Coutts, NatWest Group will oversee more than £127 billion of AUMA and total Customer Assets and Liabilities (“CAL”) of £188 billion.

Paul Geddes, Chief Executive Officer of Evelyn Partners, said:

“We are delighted to be joining NatWest Group which will be a great new home for Evelyn Partners. We each have a long-standing history of providing high quality wealth management services. Together, our shared vision is to be the UK’s leading Private Banking and Wealth Management business, providing unparalleled financial advice and investment management to our clients as well as a broader range of capabilities. We are hugely excited by the opportunity which this transaction presents, providing us with greater scale and resources, for the benefit of our clients and colleagues.

NatWest has been deeply committed to the UK wealth management sector for many years with a sizeable presence through Coutts. Today’s announcement is a sign of its growth ambitions in a world where increasing financial complexity and fast-moving markets are driving the need for both expert advice and investment management. Like Evelyn Partners, NatWest has a similar client-centric culture, and we are excited about the opportunities ahead as part of the wider NatWest Private Banking and Wealth Management team.

As we look ahead to a new stage in our journey, we would also like to thank Permira and Warburg Pincus for their strong partnership over many years.“

Paul Thwaite, Chief Executive of NatWest, said:

“Bringing together these two leading businesses creates a unique opportunity to provide financial planning, savings and investment services to more families and people across the UK. We look forward to welcoming our new clients and working with our colleagues at Evelyn Partners to transform the service our 20 million customers across the Group can expect from us.

At a time when the benefits of saving and investing are increasingly part of the national conversation, we can help customers to make more of their money through a broader range of services, as well as helping to drive growth and investment across the economy.

This transaction creates the UK’s leading Private Banking and Wealth Management business, delivering the scale and capabilities needed to succeed in a market with significant growth potential. It accelerates delivery of NatWest Group’s strategy and positions us to realise our longer-term ambitions.

This represents a strategically and financially compelling use of capital, enhancing income diversification and strengthening returns in a high growth segment, to deliver sustainable long term value creation.”

Chris Pell, Managing Director of Permira, said:

“When we invested in 2014, we believed UK wealth management would increasingly reward scale, advice-led models and institutional investment standards. Over more than a decade, Evelyn Partners has been built deliberately around that conviction. The investment exemplifies our approach to long-term value creation: patient ownership, close partnership with management and continuous investment in people, technology and platform capabilities. Today’s agreement with NatWest is a strong endorsement of the quality of the platform, the client proposition, Paul’s leadership and all the highly talented employees at Evelyn Partners.”

Peter Deming, Managing Director and Partner of Warburg Pincus, said:

“We are excited for Evelyn’s clients, employees and leadership as the business joins an exceptionally strong long-term home in the NatWest Group. This successful ownership transition reflects the outstanding effort of all stakeholders in establishing Evelyn as the preeminent UK wealth manager through the integration of multiple firms into a cohesive, well-performing institution.”

Evercore Partners International LLP and Goldman Sachs International are acting as financial advisers to the Evelyn Partners group. Linklaters LLP are acting as legal advisers to Permira and Warburg Pincus.  Macfarlanes LLP are acting as legal advisers to the Evelyn Partners group.

Press contacts

Evelyn Partners
Jason Hollands
+44 (0)7768 661382 

jason.hollands@evelyn.com

Permira
Nina Gilbert / James Williams – media@permira.com

Headland Consultancy – permira@headlandconsultancy.com

Warburg Pincus

Alice Gibb
+44 (0)7827 309 320

alice.gibb@warburgpincus.com

About Evelyn Partners

We are a leading wealth management group, created by the merger of Tilney and Smith & Williamson in 2020. With £68.6 billion of assets under management (as at 31 December 2025) we are one the largest UK wealth managers. Our purpose is ‘to place the power of good advice into more hands’.

We have a network of offices across 21 towns and cities across the UK, the Republic of Ireland and the Channel Islands, supporting private clients, charities, family trusts and providing investment solutions to financial intermediaries. Our clients include entrepreneurs, C-suite senior managers and partners of professional firms.

Our expertise includes both award-winning financial planning and investment management, enabling us to offer clients a truly holistic dual expert Total Wealth management Service. Through Bestinvest, we also provide an award-winning online investment platform and coaching service for self-directed investors.

For further information please visit: www.evelyn.com

About Permira

Permira is a global investment firm that backs successful businesses with growth ambitions. Founded in 1985, the firm advises funds across two core asset classes, private equity and credit, with total committed capital of more than €85bn.

The Permira private equity funds make both long-term Buyout and Growth Equity investments in four key sectors: Services, Technology, Consumer and Healthcare.

Permira is one of the world’s most active investors in the Services sector, having deployed over €13 billion to partner with more than 50 companies globally. Announced, current and previous investments from the Permira funds in the sector include Alter Domus, Carne Group, Evelyn Partners, JTC, Acuity Analytics, Octus, Tricor and Kroll.

Permira employs over 500 people in 15 offices across Europe, the United States, the Middle East and Asia. For more information, visit www.permira.com.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $100 billion in assets under management, and more than 215 companies in its active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

Mumbai, 4 February 2026 – Warburg Pincus, the pioneer of global growth investing, is celebrating its 60^th anniversary globally and 30 years of partnership and investing in India. The milestone was marked by a series of events in Mumbai this week, bringing together business leaders and partners who have played an integral role in the firm’s three-decade journey in the country.

A pioneer of India’s private equity industry, Warburg Pincus was among the first global investors to invest in India at scale. Over the past three decades, the firm has invested in more than 80 companies in India across sectors including financial services, healthcare, consumer, industrials, business services, and technology. Today, India is Warburg Pincus’ largest private equity investment destination outside the United States.

Over the past 30 years, Warburg Pincus’ role in India has extended well beyond the provision of capital. The firm has partnered closely with entrepreneurs, bringing global insights and resources, deep sector expertise, and a differentiated institutional approach shaped by six decades of global investing. Its early partnerships in India, including investments in HDFC Limited, Kotak Mahindra Bank, and Bharti Airtel, helped create a lasting economic and social impact and played an important role in shaping India’s modern financial and corporate landscape.  

These foundational investments established Warburg Pincus as a trusted partner of choice among Indian entrepreneurs, valued for its long-term approach, global perspective, strategic guidance, and value-creation capabilities. Building on this partnership-led approach, Warburg Pincus has helped create many Indian business champions, both domestically and globally. Notable investments include Kalyan Jewellers; Alliance Tyre Group (now Yokohama Tyres); IDFC FIRST Bank; Appasamy Associates; Ebco; TruHome Finance (formerly Shriram Housing Finance); Meril Life Sciences; Avanse Financial Services; CAMS; and more recently announced investments in Haier India and Fleur Hotels, a subsidiary of Lemon Tree Hotels.

Chip Kaye, Chairman, Warburg Pincus, who led the firm’s entry into Asia and India, said:

“We are proud to have been among the first global private equity firms to invest in India at scale. When we entered the market in 1996, we saw more than an emerging economy; we saw extraordinary entrepreneurs with bold ambitions. Over the past three decades, it has been a privilege to partner with founders whose vision, talent, and resilience have helped shape modern India’s economy. Our early investments in financial services, telecom, and consumer sectors laid a strong foundation for our long-term commitment to India and continue to define how we invest. The scale of opportunity, depth of entrepreneurial talent, and pace of innovation in India today remain compelling, and our conviction in India’s future is stronger than ever.”

Jeffrey Perlman, Chief Executive Officer, Warburg Pincus,who spent 14 years helping build and expand the firm’s business across Asia, said:

“Celebrating 30 years in India alongside our 60th anniversary globally underscores just how central India has been to Warburg Pincus’ growth story. What defines our journey here is the strength of the franchise we have built, anchored by an experienced local team, trusted partnerships across the ecosystem, and a proven track record of investing successfully through multiple market cycles in India and globally. We look forward to partnering with the next generation of leaders whose energy, ambition, and talent will drive our growth in India for decades to come.”

Vishal Mahadevia, Managing Director and Head of Asia Private Equity, Warburg Pincus, said:

“India has been central to Warburg Pincus’ Asia growth strategy, and over the years, we have had the privilege of partnering with some of the country’s most distinguished entrepreneurs. Our success in India is a true testament to these exceptional founders and leaders who share our belief in contributing meaningfully to the nation’s development.”  

Narendra Ostawal, Managing Director and Head of India Private Equity, Warburg Pincus, said:

“Over the past 30 years, our role in India has gone far beyond investing. We have partnered with entrepreneurs to build institutions that create lasting value — generating hundreds of thousands of jobs, expanding financial inclusion, improving access to quality healthcare, and strengthening India’s economic and social fabric.”

To mark the occasion, Warburg Pincus announced a donation to Room to Read India, supporting initiatives aimed at advancing education and improving literacy outcomes across India. This contribution builds on Warburg Pincus’ long-standing partnership with Room to Read and will benefit the lives of over 1 million children in India and globally.

***

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than US$100 billion in assets under management, and more than 215 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

Media Contacts

Lisa Liang     

Senior Vice President, Asia Head of Marketing and Communications, Warburg Pincus

lisa.liang@warburgpincus.com

Malini Roy

malini.roy@warburgpincus.com

Ms. Zappone has more than 25 years of experience leading and growing industrial companies in sectors including Industrial Services, Chemicals, Energy Infrastructure, Industrial Manufacturing, Distribution and Equipment Rental. Most recently, she was CEO of Sundyne, a global leader in the design and manufacture of mission critical pumps & compressors. Warburg Pincus sold Sundyne to Honeywell in June 2025, following a five-year partnership. Ms. Zappone was previously the CEO and Board Member of Brace Industrial Group, a national provider of specialty industrial construction services. Prior to Brace, Ms. Zappone was the President and CEO of Service Champ, a specialty distributor of consumable automotive aftermarket maintenance parts and accessories. She also served as President and CEO of RecoverCare, a leading national provider of medical equipment and was President of Alcoa’s Oil & Gas products business. Earlier in her career, she held leadership positions at Tyco, General Electric, McKinsey & Company and Exxon.

“Mary demonstrated outstanding leadership at Sundyne, developing a world-class management team and delivering above-market growth. Our partnership is grounded in mutual respect and strategic alignment, making her appointment as Senior Advisor at Warburg Pincus a natural progression. We are excited to continue our partnership with Mary in support of additional platforms in our Industrials portfolio,” said Dan Zamlong, Managing Director, Warburg Pincus.

“Drawing on more than 25 years of leading and scaling industrial businesses, I see meaningful opportunities to help companies sharpen operating discipline, accelerate innovation in mission‑critical products, and deepen customer engagement. I’m energized by Warburg Pincus’ collaborative culture and growth orientation, and I look forward to partnering with management teams to unlock further value,” added Mary Zappone.

Warburg Pincus is an active investor in industrial products and services, with notable investments including CPP, Duravant, El Car Wash, FlavorSum, Infinite Electronics, iNRCORE, Park Place, Pregis, Triumph Group, TRC, Sundyne, and Uvex.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $100 billion in assets under management, and more than 215 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

Contact

Sarah Bloom, Director, Communications, Warburg Pincus

Sarah.bloom@warburgpincus.com

“myKaarma has more than tripled in size since 2022, and we are thrilled to now have Warburg Pincus as a strategic partner as we continue to expand our AI-enabled service lane and fixed operations solutions,” said Ujj Nath, CEO of myKaarma. “With both H.I.G. and Warburg’s operational support and experience, we are further positioned to help dealerships maximize efficiency, revenue, and customer satisfaction across their service lanes.”

myKaarma offers a comprehensive, cloud-native Workflow AI platform built for franchise auto dealerships. Its suite of solutions helps dealers streamline service leads, operations and payments, enhance customer experience, and improve service advisor and technician efficiency to drive measurable revenue improvement. Since H.I.G.’s initial investment, myKaarma has experienced strong growth through product innovation, category expansion, operational execution, and expansion of its loyal and growing customer base.

“We are proud of the transformation and growth myKaarma has achieved,” said Evan Karp, Managing Director at H.I.G. Capital. “We believe Warburg Pincus is the right long-term partner to support the company’s continued innovation and expansion, given their deep domain expertise and strong history of scaling software businesses.”

“myKaarma is the market leader in service marketing, service lane technology, and dealership payments, distinguished by its exceptional customer advocacy. Fixed operations remains a critical profit engine for dealerships and OEMs, and myKaarma leverages innovative AI and embedded finance solutions to help clients deliver best-in-class consumer outcomes. We look forward to applying our expertise in automotive technology, integrated payments, and generative AI to support the company’s continued growth,” said Michael Ding, Managing Director, Warburg Pincus. “We are excited about myKaarma’s long-term growth trajectory, and our investment will help scale the company’s offerings to enable auto dealerships across the country to optimize their service center profitability and unlock additional value,” added Allison Ross, Principal, Warburg Pincus. 

The equity for the transaction is being provided by Warburg Pincus Capital Solutions Founders Fund (“WPCS FF”), which closed in September 2024 with over $4 billion in commitments.

myKaarma was advised by Houlihan Lokey and TD Securities.

RBC Capital Markets served as financial advisor to Warburg Pincus.

About myKaarma

myKaarma is a leading provider of cloud-based software solutions that transform the after-sales service experience at automotive dealerships. Its integrated platform includes communications, appointment scheduling, payments, video inspections, and analytics tools used by thousands of dealers to increase efficiency, customer satisfaction, and profitability. For more information, visit mykaarma.com.

About H.I.G. Growth Partners

H.I.G. Growth Partners is the dedicated growth capital investment affiliate of H.I.G. Capital, a leading global alternative investment firm with $74 billion of capital under management.* H.I.G. Growth seeks to make both majority and minority investments in strong, growth-oriented businesses located throughout North America, Europe, and Latin America. H.I.G. Growth Partners considers investments across all industries but focuses on certain high-growth sectors where it has extensive in-house expertise, such as technology, healthcare, internet and media, consumer products and technology-enabled financial and business services. H.I.G. Growth strives to work closely with its management teams to serve as an experienced resource, providing broad-based strategic, operational, recruiting, and financial management services from a vast in-house team and a substantial network of third-party relationships. For more information, please refer to the H.I.G. website at HIGgrowth.com.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $100 billion in assets under management, and more than 215 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies.

Warburg Pincus’ Capital Solutions team collaborates closely with the firm’s 290+ investment professionals and approximately 75 value creation executives across Warburg Pincus’ global industry verticals, critical to sourcing and underwriting differentiated, attractive investments. In addition to a long and successful track record of investing in capital solutions-like transactions historically, the Warburg Pincus Capital Solutions Founders Fund portfolio consists of investments including DriveCentric, Excelitas Technologies, MB2 Dental, MIAX, Nord Security, Service Compression, and United Trust Bank.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit warburgpincus.com or follow us on LinkedIn.

Media Contact:

Laurie Halter

Charisma! Communications

503-816-2474

Laurie@charismacommunications.com

New Delhi, 9 January 2026 — Lemon Tree Hotels Limited (“Lemon Tree”) and Fleur Hotels Limited (“Fleur”) today announced that their respective Boards of Directors have approved a Composite Scheme of Arrangement (the “Scheme”) designed to simplify the group structure, enhance strategic focus, and unlock long-term value for shareholders. The Scheme is subject to customary regulatory and shareholder approvals.

The proposed reorganization will create two clearly differentiated and complementary platforms:

• Lemon Tree Hotels Limited,as a pure-play, asset-light hotel management and brand platform; and
• Fleur Hotels Limited, a current subsidiary of Lemon Tree, as a large-scale growth-oriented hotel ownership platform with development capabilities and an attractive pipeline.  

The Board of Directors further approved:

• Execution of a Share Purchase Agreement enabling Coastal Cedar Investment B.V., an affiliate of Warburg Pincus, to acquire the full 41.09% equity stake held by APG Strategic Real Estate Pool N.V. (“APG”) in Fleur; and
• Execution of a Shareholders’ Agreement providing for a primary investment by Warburg Pincus of up to INR 960 crore to be infused in tranches, to support the future growth of Fleur.  

This investment marks a renewed partnership between Warburg Pincus and Lemon Tree, following Warburg Pincus’ earlier investment in the company in 2006, which supported Lemon Tree’s initial growth to become a prominent hotel brand and platform in India.

The Scheme, to be implemented through a NCLT-approved process, will reorganise the group’s asset ownership and operating structure. The hotel assets currently owned by Lemon Tree will be transferred to Fleur, which will serve as the group’s exclusive asset ownership and development company. Fleur will lead the group’s all future hotel acquisitions and development, while Lemon Tree will transition to a fully asset-light model, focused on growing its hotel management, franchising and digital business. The Scheme will also result in a listing of Fleur’s shares on NSE and BSE. Mr. Patanjali Govind Keswani, Founder of Lemon Tree Hotels, will serve as the Executive Chairman of Fleur Hotels and will eventually transition to a Non-Executive role at Lemon Tree.

This reorganization and investment come at a time when India’s hospitality sector is entering a period of sustained growth, driven by rising disposable income and discretionary spending, strong growth in domestic inter-city air / rail / road travel, a rebound in international tourism, and the Government of India’s continued focus on tourism and investment in aviation / high-speed railways / four-lane highways infrastructure. Increasing corporate travel and India’s emergence as a leading Meetings, Incentives, Conferences and Exhibitions (MICE) destination further support long-term demand fundamentals.

Commenting on the development, Mr. Patanjali Govind Keswani, Founder and Executive Chairman of Lemon Tree and Fleur Hotels, said, “This scheme is intended to create a simplified, transparent, and growth-oriented structure for both companies, which we believe will enhance long-term value for our shareholders. We are also pleased to renew our partnership with Warburg Pincus, with whom we share a long history of building the foundations of Lemon Tree. This collaboration marks a defining moment as we enter the next phase of expansion for Fleur. With the Indian hospitality industry at an important inflection point, we look forward to leveraging Warburg Pincus’ global network and deep real estate and hospitality experience to scale responsibly, advance digital-led capabilities and embed sustainability as a core pillar of Lemon Tree’s and Fleur’s long-term growth journey.”

Anish Saraf, Managing Director, Warburg Pincus, said, “We are pleased to once again partner with Patu and the Fleur leadership team to support the next chapter of growth for the platform. Lemon Tree has played a pioneering role in shaping India’s mid-market hospitality segment, building a large scale, high-quality portfolio with strong brands and operating capabilities. With favourable industry fundamentals and a clear strategic roadmap, we look forward to supporting the team as they continue to scale the business.”

Dominic Doran, Senior Director, Real Estate, Asia-Pacific, APG Asset Management, said, “As we continue our long-standing association with Lemon Tree, we are also proud to have supported Fleur Hotels for more than a decade to become one of India’s leading and socially inclusive hospitality platforms. This transaction in Fleur is the culmination of APG’s long-term approach to investing and provides our clients with a full-cycle return from one of the fastest growing economies in the world. We thank Patu and the Fleur team for their hard work and commitment to reach this milestone as the company enters its next phase of growth.”

Details of the Composite Scheme of Arrangement

Key Highlights

• Appointed date: 1 April 2026
• Lemon Tree will merge two of its wholly owned subsidiaries (Carnation Hotels and Hamstede Living) with itself.
• Four wholly owned subsidiaries of Lemon Tree (Oriole Dr. Fresh, Sukhsagar Complexes, Manakin Resorts and Canary Hotels) will be merged with Fleur against the issuance of shares by Fleur to Lemon Tree.
• 12 hotels (11 operational hotels and one under-construction hotel at Shimla) of Lemon Tree together with the development capabilities (collectively, the “Demerged Undertaking”), along with the investment in one under construction hotel in Shillong through a 100% subsidiary of Lemon Tree, will be demerged with Fleur.
• Upon the Scheme becoming effective, the shareholders of Lemon Tree (as on the record date) will own 32.96% of Fleur, Lemon Tree will directly own 41.03% with the balance 26.01% to be owned by Warburg Pincus (shareholding figures exclude any dilution from primary investment by Warburg Pincus in Fleur).

Following receipt of all relevant approvals, the Scheme will become effective, and Fleur will be listed as a separate entity on Indian stock exchanges. The entire process to listing of Fleur is expected to be completed within 12 to 15 months. 

Rationale of the Composite Scheme of Arrangement

• Complementary, Large-Scale and High-Growth Platforms: The proposed reorganization creates two focused and complementary platforms—an asset-light business with hotel management, brand & loyalty, distribution and digital capabilities and a hotel ownership and development platform—both positioned for growth. Fleur will combine existing operating assets with a clearly defined development and acquisition pipeline, while Lemon Tree will continue to scale its management and franchise portfolio domestically and internationally.
• Strengthened Balance Sheet: The proposed raising of primary capital from Warburg Pincus will strengthen Fleur’s balance sheet and unlock risk mitigated growth opportunities through development and acquisition of hotel assets.

Post the Proposed Transaction

Fleur will become one of the largest owners of hospitality assets in India. Its owned portfolio will expand significantly, increasing from 3,993 keys and 24 operating hotels to 5,813 keys across 41 hotels. Fleur will continue to scale its owned portfolio through future development and acquisitions.

Lemon Tree will continue to operate its existing leased hotels in Indore and Aurangabad, which are approaching the end of their respective lease terms. In addition, Lemon Tree will manage an additional 1,820 keys and 17 hotels transferred to Fleur alongside its existing portfolio of 3,993 keys and 24 hotels of Fleur operated by Lemon Tree. Lemon Tree will remain focused on its asset-light strategy, continuing to manage and franchise its existing portfolio of third-party owned hotels, with 6,011 keys across 89 operational hotels and 9,414 keys across 127 hotels under various stages of development in India and internationally, which is expected to continue to expand over time.  

Morgan Stanley acted as the exclusive financial advisor for the proposed transaction.  

About Lemon Tree Hotels Limited

Lemon Tree Hotels Limited (LTHL) is one of India’s leading hospitality companies, catering to a wide range of customers – from value-conscious travellers to premium business and leisure seekers. With seven distinct brands – Aurika Hotels & Resorts, Lemon Tree Premier, Lemon Tree Hotels, Red Fox, Keys Prima, Keys Select, and Keys Lite – the group offers experiences across upper upscale, upscale, upper midscale, midscale, leisure, wildlife, and spiritual segments.

LTHL operates 120+ hotels across 80+ cities in India and abroad, with a growing pipeline of 120+ upcoming properties. From metro hubs like Delhi-NCR, Mumbai, Bengaluru, and Hyderabad to tier II & III cities such as Jaipur, Udaipur, Kochi, and Indore – and with an international presence in Dubai, Bhutan, and Nepal – Lemon Tree Hotels delivers exceptional comfort, consistent quality, and a warm, refreshing experience.

Since opening its first 49-room hotel in 2004, the group has grown to 250+ properties (operational and upcoming), becoming a trusted name in hospitality for both business and leisure travellers.

For more details, visit www.lemontreehotels.com

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $100 billion in assets under management, and more than 215 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,100 companies across its private equity, real estate, and capital solutions strategies. The firm is headquartered in New York with more than 15 offices globally.

Warburg Pincus began investing in India in 1996. Today, it has become one of the largest and most active global private equity investors in the country, with nearly $10 billion invested in more than 80 companies across financial services, healthcare, consumer, industrial, business services, and technology sectors. Notable investments in India include Appasamy Associates, Truhome Finance (previously known as Shriram Housing Finance), Meril, Imperial Auto, Avanse Financial Services, IDFC First Bank, CAMS, Kalyan Jewellers, Alliance Galaxy (previously known as Alliance Tyre Group – ATG) and Bharti Airtel.  

Warburg Pincus began investing in Asia real estate in 2005. Today, it has become one of the largest and most successful investors in the region, with more than US$10 billion invested in around 60 real estate platforms and ventures across Asia Pacific. The firm is a pioneer of thesis-driven growth investing in Asia real estate and has co-founded or sponsored leading platforms alongside best-in-class entrepreneurs such as ESR, Princeton Digital Group, BW Industrial, DNE, Vincom Retail, StorHub and Vita Partners.  Warburg Pincus has been an active investor in hospitality and living sectors, with notable investments including Weave Living, Lodgis, 7 Days Hotels, Vlinker, Tokyo Beta and Kio. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

Media Contact

Warburg Pincus

Lisa Liang

Senior Vice President, Asia Head of Marketing and Communications, Warburg Pincus

lisa.liang@warburgpincus.com

Malini Roy

malini.roy@warburgpincus.com

January 7, 2026 – New York – Warburg Pincus, the pioneer of global growth investing, today announced it has successfully raised Warburg Pincus Financial Sector III, L.P. (“WPFS III”), closing on $3.0 billion of capital. WPFS III launched in 2024, with a target of $2.5 billion.

Over the past five decades, Warburg Pincus has been a leader in investing in financial services companies, deploying nearly $27 billion in over 160 companies across market cycles and remains highly active in today’s dynamic environment. The firm invests across the full spectrum of financial services sub-sectors globally, including banks, insurance, asset & wealth management, specialty finance, payments, and financial services-focused software, infrastructure and services. Notable investments of the firm’s financial services strategy include AA, Avanse, Banc of California, EverBank, Foundation Risk Partners, GCash, IntraFi, Kestra, Mellon Bank, McGill & Partners, and Procare.

“Despite a complex macroeconomic and geopolitical backdrop, Warburg Pincus demonstrated the strength and global reach of our platform, successfully closing our third Financial Services fund, marking our largest Financial Services fund to date. We believe our strong fundraise reflects the substantial momentum and trust of our limited partners, earned through consistent engagement, rigorous execution, and deep sector experience across financial services,” said Jeff Perlman, CEO, Warburg Pincus. “Guided by a long‑term, collaborative approach, we continue to offer differentiated strategies and innovative solutions while remaining disciplined and focused on our investor-first approach.”

“Our Financial Services investing practice leverages a broad global platform and deep experience across a variety of sub-sectors, with the flexibility to pursue what we view as the most attractive opportunities. Secular trends like rapid digital transformation, rising financial product use in emerging markets, and growing household wealth are creating new investment opportunities and making financial services a prime sector for long-term growth,” said Dan Zilberman, Global Co-Head of Financial Services and Global Head of Capital Solutions.

“We believe that the strong performance of our first two Financial Services companion funds, driven by our demonstrated ability to consistently return capital to investors, has fueled this strong demand for our latest fund. With this fresh set of capital, we believe we are well-positioned to pursue both secular and cyclical trends shaping the financial services sector to build durable companies that are capable of delivering value,” added Vishal Mahadevia, Global Co-Head of Financial Services and Head of Asia Private Equity.

The firm’s Financial Services practice is a cohesive, global platform comprising over 40 investment professionals, one of the largest dedicated global financial services teams in the industry.

WPFS III follows the success of the firm’s global flagship fund, Warburg Pincus Global Growth 14, which closed with $17.3 billion, also exceeding its initial target fund size of $16 billion. It also succeeds the successful $4.0 billion close of the firm’s Capital Solutions Fund (WPCS FF), exceeding its initial target of $2.0 billion.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $85 billion in assets under management, and more than 215 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,000 companies across its private equity, real estate, and capital solutions strategies.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

Contact

Kerrie Cohen | Managing Director, Global Head of Communications & Marketing
kerrie.cohen@warburgpincus.com

RED BANK, NJ AND UNIONDALE, NY / ACCESS Newswire / December 29, 2025 / OceanFirst Financial Corp. (NASDAQ:OCFC), (“OceanFirst”), the holding company for OceanFirst Bank N.A., and Flushing Financial Corp. (NASDAQ:”FFIC”) (“Flushing”), the holding company for Flushing Bank, today announced entry into a definitive merger agreement pursuant to which the companies will combine in an all-stock merger transaction. Upon completion of the Flushing merger, Flushing Bank will merge into OceanFirst Bank, with OceanFirst Bank surviving the bank merger. Based on OceanFirst’s closing stock price on December 26, 2025 of $19.76, the transaction is valued at $579 million and will create a high-performing regional bank with a significant presence across attractive New Jersey, Long Island and New York markets.

The strategic acquisition accelerates OceanFirst’s organic growth in New York by immediately expanding its presence within the highly attractive, deposit-rich markets of Suffolk, Nassau, Queens, Brooklyn, and Manhattan counties. Following closing of the merger, the combined company is expected to have approximately $23 billion in assets, $17 billion in total loans, and $18 billion in total deposits across 71 retail branches.

OceanFirst concurrently announced that it has entered into an investment agreement with affiliates of funds managed by Warburg Pincus LLC ( “Warburg Pincus”), which is fully committed to invest $225 million for newly issued equity securities subject to the closing of the merger.

Upon completion of the proposed transaction, (a) the shares issued to Flushing stockholders in the merger are expected to represent approximately 30% of the outstanding shares of the combined company, (b) the shares issued to Warburg Pincus in the equity capital raise transaction discussed above are expected to represent approximately 12% of the outstanding shares of the combined company and (c) the shares of OceanFirst common stock that are outstanding immediately prior to completion of the merger are expected to represent approximately 58% of the outstanding shares of the combined company.

“This acquisition represents a natural extension of our proven growth strategy,” said Christopher Maher, Chairman and Chief Executive Officer of OceanFirst. “We are bringing together two highly complementary organizations, leveraging Flushing’s 95+ year distribution channel in Long Island and New York alongside OceanFirst’s relationship-driven business model and robust products and services. We share a disciplined credit philosophy and long-term commitment to the communities we serve and are highly confident that this combination will enable us to better support our customers and deliver meaningful value for shareholders.”

Christopher Maher, OceanFirst Chairman and Chief Executive Officer, will serve as the CEO of the combined holding company following completion of the merger. John Buran, President and Chief Executive Officer of Flushing, will join OceanFirst as the non-executive Chairman of the Board after the closing of the merger. The board of directors of the combined company will consist of 17 directors: ten from the existing OceanFirst board, six from the existing Flushing board and one from Warburg Pincus.

“We are excited to partner with OceanFirst, an organization that shares our values and long-term vision,” said Buran. “This transaction creates meaningful opportunities for our clients, employees, and communities while preserving the relationship-focused culture that has defined our bank for nearly a century. We look forward to taking the next step in our journey with OceanFirst and for our shareholders to participate in the future upside resulting from creating a scaled, more profitable franchise together.”

Todd Schell, Managing Director at Warburg Pincus, will join the board. He added, “This combination marries OceanFirst’s scalable platform and robust product suite with Flushing’s distribution network and deep customer relationships. We have known both franchises for a long time – they share an underlying culture and philosophy and are complementary in ways that unlock strategic value for the combined entity. This is a natural combination that can produce strong returns for shareholders.”

Financial Benefits of the Merger

This transaction is expected to be financially attractive with an estimated 2027 EPS accretion of approximately 16%, a strong internal rate of return of approximately 24% and with tangible book value dilution of approximately 6%, to be earned back in approximately 3 years. On a pro forma basis, the business is expected to deliver compelling return metrics supported by a strong balance sheet, including:

• 2027 Return on Average Tangible Common Equity of approximately 13%
• 2027 Return on Average Assets of approximately 1.00%
• 2027 Net Interest Margin of approximately 3.2%
• 2027 Non-Interest Expense to Average Assets of approximately 1.7%
• Allowance Coverage Ratio of 1.5% at close
• Common Equity Tier 1 Capital Ratio of 10.8%

Transaction Details

Flushing will merge into OceanFirst, with OceanFirst surviving. Under the terms of the merger agreement, Flushing stockholders will be entitled to receive 0.85x of a share of OceanFirst common stock for each share of Flushing common stock.

In the equity capital raise transaction, OceanFirst will sell approximately (i) 9.7 million shares of its common stock at a purchase price of $19.76 per share and (ii) shares of a new class of non-voting, common-equivalent stock representing the economic equivalent of 1.7 million shares of OceanFirst common stock at a purchase price of $19.76 per share of common stock to Warburg Pincus. In addition, OceanFirst will issue Warburg Pincus a warrant to purchase shares of non-voting, common-equivalent stock of OceanFirst representing the economic equivalent of approximately 11.4 million shares of common stock. The warrants carry a term of 7 years and are not exercisable before the third-year anniversary of the closing, except in certain limited circumstances. The warrants have a mandatory exercise if the market price of OceanFirst common stock closes at or above $30.00 per share for 20 days in a 30-day period, a 52% premium to the price paid on common stock.

Timing and Approvals

The transaction is expected to close in the second quarter of 2026, subject to the receipt of regulatory approvals, approval by OceanFirst and Flushing shareholders, and the satisfaction of other customary closing conditions. The equity capital raise is expected to close concurrently with the merger, subject to the concurrent closing of the merger and other closing conditions.

Conference Call and Additional Materials

OceanFirst will conduct a live conference call and webcast to discuss the transaction on Tuesday, December 30, 2025 at 8:00 a.m. ET. To listen to the live call, please dial 1-833-470-1428 and enter 407069 for the conference ID. A live webcast of the conference call and associate presentation materials will be available on the investor relations section of each company’s website at https://ir.oceanfirst.com/ and https://investor.flushingbank.com/.

Advisors

Keefe, Bruyette & Woods, Inc., A Stifel Company, served as financial advisor to OceanFirst and Simpson Thacher & Bartlett LLP served as its legal counsel. Piper Sandler & Co, served as financial advisor to Flushing and Hughes Hubbard & Reed LLP served as its legal counsel. J.P. Morgan acted as capital markets advisor and sole placement agent to OceanFirst. Jefferies LLC served as financial advisor to Warburg Pincus and Wachtell, Lipton, Rosen & Katz served as its legal counsel.

About OceanFirst

OceanFirst Financial Corp’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a $14.3 billion regional bank serving business and retail customers throughout New Jersey and the major metropolitan areas between Massachusetts and Virginia. OceanFirst Bank delivers commercial and residential financing solutions, wealth management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey. To learn more about OceanFirst, please visit us at www.oceanfirst.com.

About Flushing

Flushing Financial Corporation (Nasdaq:FFIC) is the holding company for Flushing Bank®, an FDIC insured, New York State -chartered commercial bank that operates banking offices in Queens, Brooklyn, Manhattan, and on Long Island. The Bank has been building relationships with families, business owners, and communities since 1929. Today, it offers the products, services, and conveniences associated with large commercial banks, including a full complement of deposit, loan, equipment finance, and cash management services. Rewarding customers with personalized attention and bankers that can communicate in the languages prevalent within these multicultural markets is what makes the Bank uniquely different. As an Equal Housing Lender and leader in real estate lending, the Bank’s experienced lending teams create mortgage solutions for real estate owners and property managers both within and outside the New York City metropolitan area. The Bank also fosters relationships with consumers nationwide through its online banking division with the iGObanking® and BankPurely® brands.

Additional information on Flushing Bank and Flushing Financial Corporation may be obtained by visiting the Company’s website at FlushingBank.com. Flushing Financial Corporation’s earnings release and presentation slides will be available prior to the conference call at www.FlushingBank.com under Investor Relations.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of global growth investing. A private partnership since 1966, the firm has the flexibility and experience to focus on helping investors and management teams achieve enduring success across market cycles. Today, the firm has more than $85 billion in assets under management, and more than 215 companies in their active portfolio, diversified across stages, sectors, and geographies. Warburg Pincus has invested in more than 1,000 companies across its private equity, real estate, and capital solutions strategies. The firm has a nearly 30-year history of investing in the banking sector, having invested over $4.5 billion in 23 regulated banking institutions around the world. Notable U.S. bank investments include Banc of California, EverBank, Dime Bancorp, Mellon Bank, Webster Financial, Sterling Financial and National Penn Bancshares.

The firm is headquartered in New York with more than 15 offices globally. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

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 Corporation (“Flushing”) and the proposed investment by Warburg Pincus LLC (“Warburg Pincus”) in equity securities of OceanFirst. Forward-looking statements may be identified by the use of the words such as ” estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “could,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between OceanFirst and Flushing and the proposed investment by Warburg Pincus, including statements as to the expected timing, completion and effects of the proposed transaction. These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of OceanFirst’s and Flushing’s management and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict, may differ from assumptions and many are beyond the control of OceanFirst and Flushing. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining the requisite OceanFirst and Flushing stockholder approvals or the necessary regulatory approvals (and the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between OceanFirst and Flushing; (iv) the inability to obtain alternative capital in the event it becomes necessary to complete the proposed transaction; (v) the effect of the announcement or pendency of the proposed transaction on OceanFirst’s and Flushing’s business relationships, operating results and business generally; (vi) risks that the proposed transaction disrupts current plans and operations of OceanFirst and Flushing; (vii) potential difficulties in retaining OceanFirst and Flushing customers and employees as a result of the proposed transaction; (viii) OceanFirst’s and Flushing’s estimates of its financial performance; (ix) changes in general economic, political, or industry conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; (x) uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; (xi) the credit risks of lending activities, which may be affected by deterioration in real estate markets and the financial condition of borrowers, and the operational risk of lending activities, including the effectiveness of OceanFirst’s and Flushing’s underwriting practices and the risk of fraud; (xii) fluctuations in the demand for loans; (xiii) the ability to develop and maintain a strong core deposit base or other low cost funding sources necessary to fund OceanFirst’s and Flushing’s activities particularly in a rising or high interest rate environment; (xiv) the rapid withdrawal of a significant amount of deposits over a short period of time; (xv) results of examinations by regulatory authorities of OceanFirst or Flushing and the possibility that any such regulatory authority may, among other things, limit OceanFirst’s or Flushing’s business activities, restrict OceanFirst’s or Flushing’s ability to invest in certain assets, refrain from issuing an approval or non-objection to certain capital or other actions, increase OceanFirst’s or Flushing’s allowance for credit losses, result in write-downs of asset values, restrict OceanFirst’s or Flushing’s ability or that of OceanFirst’s or Flushing’s bank subsidiary to pay dividends, or impose fines, penalties or sanctions; (xvi) the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; (xvii) changes in the markets in which OceanFirst and Flushing compete, including with respect to the competitive landscape, technology evolution or regulatory changes; (xviii) changes in consumer spending, borrowing and saving habits; (xix) slowdowns in securities trading or shifting demand for security trading products; (xx) the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; (xxi) legislative or regulatory changes; (xxii) changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, (xxiii) impact of operating in a highly competitive industry; (xxiv) reliance on third party service providers; (xxv) competition in retaining key employees; (xxvi) risks related to data security and privacy, including the impact of any data security breaches, cyberattacks, employee or other internal misconduct, malware, phishing or ransomware, physical security breaches, natural disasters, or similar disruptions; (xxvii) changes to accounting principles and guidelines; (xxviii) potential litigation relating to the proposed transaction that could be instituted against OceanFirst, Flushing or their respective directors and officers, including the effects of any outcomes related thereto; (xxix) volatility in the trading price of OceanFirst’s or Flushing’s securities; (xxx) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xxxi) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected expenses, factors or events; (xxxii) the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where OceanFirst and Flushing do business; and (xxxiii) the dilution caused by OceanFirst’s issuance of additional shares of its capital stock in connection with the transaction. The foregoing list of factors is not exhaustive. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above.

You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of OceanFirst’s registration statement on Form S-4 that will contain a joint proxy statement/prospectus discussed below, when it becomes available, and other documents filed by OceanFirst or Flushing from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings do and will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking statements. There may be additional risks that neither OceanFirst nor Flushing presently knows or that OceanFirst or Flushing currently believes are immaterial that could also cause actual events and results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect OceanFirst’s and Flushing’s expectations, plans or forecasts of future events and views as of the date of this document. OceanFirst and Flushing anticipate that subsequent events and developments will cause OceanFirst’s and Flushing’s assessments to change. While OceanFirst and Flushing may elect to update these forward-looking statements at some point in the future, OceanFirst and Flushing specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing OceanFirst’s and Flushing’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. Forward-looking statements speak only as of the date they are made. Neither OceanFirst nor Flushing gives any assurance that either OceanFirst or Flushing, or the combined company, will achieve the results or other matters set forth in the forward-looking statements.

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 solicitation of an offer to buy the securities of OceanFirst, Flushing or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.

This document relates to the proposed transaction between OceanFirst and Flushing and the proposed investment in OceanFirst by Warburg Pincus.OceanFirst intends to file a registration statement on Form S-4 with the SEC, which will include a preliminary joint proxy statement/prospectus to be distributed to holders of OceanFirst’s common stock and Flushing’s common stock in connection with OceanFirst’s and Flushing’s solicitation of proxies for the vote by OceanFirst’s stockholders and Flushing’s stockholders with respect to the proposed transaction. After the registration statement has been filed and declared effective, OceanFirst and Flushing will mail a definitive joint proxy statement/prospectus to their respective stockholders that, as of the applicable record date, are entitled to vote on the matters being considered at the OceanFirst stockholder meeting and at the Flushing stockholder meeting, as applicable. OceanFirst or Flushing may also file other documents with the SEC regarding the proposed transaction.

Before making any voting or investment decision, investors and security holders are urged to carefully read the entire registration statement and joint proxy statement/prospectus (including all amendments and supplements thereto) when they become available, and any other relevant documents filed with the SEC, And the definitive versions thereof (when they become available), as well as any amendments or supplements to such documents, carefully and in their entirety because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the joint proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by OceanFirst or Flushing through the website maintained by the SEC at www.sec.gov.

The documents filed by OceanFirst or Flushing with the SEC also may be obtained free of charge at OceanFirst’s or Flushing’s website at https://ir.oceanfirst.com/, under the heading “Financials” or https://investor.flushingbank.com/, under the heading “Financials”, respectively, or upon written request to OceanFirst, Attention: Investor Relations, 110 West Front Street, Red Bank, New Jersey 07701 or Flushing, Attention: Investor Relations, 220 RXR Plaza, Uniondale, New York 11556, respectively.

Participants in Solicitation

OceanFirst and Flushing and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from OceanFirst’s stockholders or Flushing’s stockholders in connection with the proposed transaction under the rules of the SEC. OceanFirst’s stockholders, Flushing’s stockholders and other interested persons will be able to obtain, without charge, more detailed information regarding the names, affiliations and interests of directors and executive officers of OceanFirst and Flushing in OceanFirst’s registration statement on Form S-4 that will be filed, as well other documents filed by OceanFirst or Flushing from time to time with the SEC. Other information regarding persons who may, under the rules of the SEC, be deemed the participants in the proxy solicitation of OceanFirst’s or Flushing’s stockholders in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the preliminary joint proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed transaction (if and when they become available). You may obtain free copies of these documents at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by OceanFirst or Flushing will also be available free of charge from OceanFirst or Flushing using the contact information above.

Investor Relations Inquiries:

OceanFirst Financial Corp.

Alfred Goon
SVP Corporate Development and Investor Relations
investorrelations@oceanfirst.com

Flushing Financial Corporation

Susan K. Cullen
SEVP and Chief Financial Officer
scullen@flushingbank.com

Media Inquiries:

OceanFirst Financial Corp.

Jill Hewitt
SVP Director of Corporate Communications and Community Impact
jhewitt@oceanfirst.com
1.888.623.2633 ext.27513

Company Contact:

Patrick C. Barrett
Chief Financial Officer
OceanFirst Financial Corp.
1.888.623.2633 ext. 27507
Email: pbarrett@oceanfirst.com

¹ Note: Third party diligence was performed by third parties only for the benefit of the respective clients, and neither such third-party diligence nor the diligence of Warburg Pincus may be relied upon by any OceanFirst and Flushing shareholder or other third party; No such diligence is a recommendation to any person, or otherwise expresses any view, as to how any shareholder should vote with respect to any matter relating to the proposed transaction.

SOURCE: Flushing Financial Corporation