• Creates a scaled, high performing regional bank with $23 billion in assets strategically located in attractive New Jersey, Long Island and New York markets
• Meaningfully enhances profitability metrics with estimated EPS accretion of 16%, ROATCE of 13% and ROAA of 1.00% by 2027
• $225 million equity raise, priced at-the-market, is fully committed at a fixed price after extensive investor due diligence by Warburg Pincus¹

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

Carlyle Europe Technology Partners (“CETP”), in partnership with Rabo Investments, announced a strategic growth investment in SurePay, a European leader in payment verification software. Following an earlier successful growth trajectory together with Connected Capital and Iris Capital, CETP and Rabo Investments now join forces to further expand SurePay’s suite of payment verification and fraud prevention solutions and geographical expansion.  

 Founded within Rabobank in 2016 and headquartered in the Netherlands, SurePay is a leading provider of payment verification technology solutions to financial institutions and corporates across Europe and the UK. The company reduces fraudulent and misdirected payments through its trusted real-time IBAN-name check, Confirmation-of-Payee (CoP), Verification-of-Payee (VoP), and Fraud Risk Indicator (FRI) products, supporting 200+ banks and 750+ corporate customers.  

 David-Jan Janse, CEO and co-founder of SurePay: 

“We are thrilled to welcome Carlyle as a strategic partner for the next stage of our journey. With Carlyle’s deep experience in financial infrastructure and enterprise software, they are the ideal partner to join Rabo Investments in supporting our ambition to strengthen our leadership across Europe and the UK, and expand into other international markets. This investment is a major milestone for our team and a strong validation of the platform we have built together with top-tier financial institutions and leading corporates around the world.” 

 More about SurePay: Home • SurePay 

LONDON, 22 April 2025 – Advent, a leading global private equity investor, today announced that it has signed a definitive agreement to acquire tbi bank (“tbi”), a leading tech-led challenger bank in Southeast Europe and regional leader in payment plan solutions. Terms of the transaction were not disclosed.

Currently operating in Bulgaria, Romania, and Greece, tbi is building an ecosystem by combining financing and shopping to address customers’ needs. Through various digital channels and trusted partnerships with over 32,000 merchant partner check-out points, tbi has a customer base of over 2.4 million and nearly 1,000,000 loans issued in 2024. Its digital-first business model and customer-focused approach has resulted in tbi becoming one of the leading and fastest growing challenger banks in the region.

“tbi is at a pivotal point in its growth journey and underlines our commitment to the CEE region,” said Ranjan Sen, Managing Partner at Advent. “It is a digital-first, agile and customer focused organisation, and we have a shared vision for helping to shape the future of banking. We are excited to partner with the team to support them as they continue to scale and provide innovative solutions for customers.”

Petr Baron, Chief Executive Officer of tbi, added, “In Advent, we’ve found the right partners who share our ambition, values and mindset. Their experience based on strong financial sector and CEE investment track record reinforces our mission to build a smarter and more accessible banking experience to our customers.”

Advent has developed significant expertise and track record investing in consumer-facing banks and financial institutions, including in the region. Prior and current Advent investments include Nubank, the largest independent digital bank in the world, Addiko Bank, a consumer and SME specialist bank active across Central and Southeast Europe, KreditBee, one of India’s leading consumer finance platforms, Aareal Bank, a leading provider of financing solutions and services, with a focus on the property industry, and YES Bank, the 6th largest private bank in India. Advent also executed multiple investments in Bulgaria and Romania, the core tbi markets.

The transaction is subject to customary regulatory approvals.

---

About Advent

Advent is a leading global private equity investor committed to working in partnership with management teams, entrepreneurs, and founders to help transform businesses. With 16 offices across five continents, we oversee more than EUR €88 billion in assets under management* and have made 430 investments across 44 countries.

Since our founding in 1984, we have developed specialist market expertise across our five core sectors: business & financial services, consumer, healthcare, industrial, and technology. This approach is bolstered by our deep sub-sector knowledge, which informs every aspect of our investment strategy, from sourcing opportunities to working in partnership with management to execute value creation plans. We bring hands-on operational expertise to enhance and accelerate businesses.

As one of the largest privately-owned partnerships, our 660+ colleagues leverage the full ecosystem of Advent’s global resources, including our Portfolio Support Group, insights provided by industry expert Operating Partners and Operations Advisors, as well as bespoke tools to support and guide our portfolio companies as they seek to achieve their strategic goals.

To learn more, visit our website or connect with us on LinkedIn.

*Assets under management (AUM) as of December 31, 2024. AUM includes assets attributable to Advent advisory clients as well as employee and third-party co-investment vehicles.

About tbi bank

Visit the tbi bank website.

Media contacts

Advent
Peter Folland
pfolland@adventinternational.co.uk

tbi bank
Anna Grigorova
agrigorova@tbibank.bg

Mumbai, April 17, 2025: The Board of Directors of IDFC FIRST Bank, at its meeting held today, approved a preferential issue of equity capital (CCPS) amounting to approximately ₹4,876 crore to Currant Sea Investments B.V., an affiliate company of global growth investor Warburg Pincus LLC and approximately ₹2,624 crore to Platinum Invictus B 2025 RSC Limited, a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) managed by its Private Equities Department. The proposed issues are subject to shareholder and regulatory approvals.

Over the last six years, IDFC FIRST Bank has undergone a successful transformation from its legacy as an infrastructure-focused DFI to becoming a modern, technology-driven, pan-India, universal bank. In the process, it has made significant investments in distribution, technology, and talent to become a leading private sector bank in India.

During this time, deposits grew 6x, loans and advances doubled, and CASA ratio has significantly improved from 8.7% to 47.7%. PAT rose from a loss of ₹1,944 crore in FY19 to a profit of ₹2,957 crore in FY24. However, profitability dipped in 9M FY25 due to industry wide challenges in microfinance, which the bank has navigated well. With this fund raise, the overall capital adequacy will increase from 16.1% to 18.9%, (CET-1 ratio at ~16.5%, calculated on the capital position of the Bank as of December 31, 2024), strengthening the Bank’s balance sheet and positioning it for strong and self-sustaining profitable growth.

Mr. V Vaidyanathan, Managing Director & CEO, IDFC FIRST Bank: “From day one, we have always built our foundation of the Bank with a long-term vision of building a world class bank in India. We are building a culture of empathy for customers and strive to offer highest levels of customer service. We are technologically advanced and continue to stay cutting-edge.

The Bank has firmly moved into profits and is now at a pivotal stage, where our income growth is expected to consistently exceed OPEX growth, leading to improved operating leverage. We expect many businesses which are in the investment stage to turn profitable with scale.

It is great to have Warburg Pincus back and to welcome a wholly owned subsidiary of ADIA as our shareholder. We thank them both for believing in us and our future growth plans and for investing in us even under volatile global situations. We believe only by building a strong, respected franchise loved by customers and supported by strong unit economics, we will deliver sustainable long-term returns to our stakeholders.”

Vishal Mahadevia, Managing Director, Head of Asia Private Equity, and Global Co-Head of Financial Services, Warburg Pincus, said, “We believe the Indian banking sector presents an exciting opportunity and is poised for long-term growth. At Warburg Pincus, we have a long track record of partnering with exceptional teams. We have known the IDFC First Bank team for over a decade dating back to their early days and have closely seen the build out of the bank. We are excited to re-invest behind the IDFC First Bank team to support them in the next phase of growth and sustainable ROE improvement.”

Hamad Shahwan AlDhaheri, Executive Director of the Private Equities Department at ADIA, said, “IDFC First Bank has firmly established itself as one of India’s leading private sector banks, backed by a seasoned management team. It has expanded both its technology and branch infrastructure over number of years and is well positioned for the future. This investment is aimed at supporting the bank’s continued growth, enabling it to meet the rising demand for financial products in the country.”

About IDFC FIRST Bank

IDFC FIRST Bank is a new-age private bank in India, with a vision to create a world class bank in India, focused on Ethical, Digital, and Social Good Banking. It operates 971 branches spread over 60,000 locations including cities, towns, and villages across India. While it has a physical network, it is built as a digital first Bank in approach, scale and scope.

It is a full suite Universal Bank offering services across Retail, MSME, rural, corporate, wealth management, private banking, Fastag, cash management, NRI and treasury solutions. The Bank’s customer deposits are growing at 25.2% YoY and Loans & Advances growing by 20.3% YoY (as of March 31, 2025 as per provisional disclosure) based on friendly user digital interface, ethical approach, and a strong brand.

Bank’s mobile banking app was rated #1 in India and #4 globally by Forrester in Digital Experience: Indian Mobile Banking Applications, Q3 2024 and Digital Experience Review™: Global Mobile Banking Apps, Q4 2024.

Its employees believe that to create a world class bank in India is an incredible opportunity of their lifetimes.

About Warburg Pincus

Warburg Pincus LLC is the pioneer of private equity 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 $87 billion in assets under management, and more than 220 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 offices in Amsterdam, Beijing, Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai, and Singapore. For more information, please visit www.warburgpincus.com.

About Abu Dhabi Investment Authority (ADIA)

Established in 1976, the Abu Dhabi Investment Authority (“ADIA”) is a globally diversified investment institution that prudently invests funds on behalf of the Government of Abu Dhabi through a strategy focused on long-term value creation.

For the ninth consecutive year, the Financial Times ranks the fastest-growing companies in Europe. Nordic Capital-backed Qred makes the FT1000 list for the fifth time – an achievement not replicated by any other Swedish company before.

Nordic Capital invested in Qred, a leading financier of small businesses in the Nordics and Benelux, in 2021. Since then, the company has been granted a full banking licence by the Swedish Financial Supervisory Authority, experienced strong growth, continued its international expansion, including Germany, one of Europe’s largest SME markets, and broadened its innovative product offering to meet the evolving needs of small business owners and entrepreneurs.

As one of Europe’s fastest-growing fintech companies, this marks the fifth time Qred has appeared on the Financial Times’ prestigious list – an achievement not replicated by any other Swedish company before. As Qred celebrates its tenth anniversary in March 2025, it is on track to surpass SEK 1 billion in annual revenue for the first time.

“It is a fantastic achievement for Qred to be included on this list again. The acknowledgement highlights Qred’s commitment to innovation, sustainable growth, and strong leadership. It is also a testament to Nordic Capital’s effective support of mid-market companies in select subsectors and its role as a growth enabler for innovative companies. Congratulations to Qred for this well-deserved recognition,” said Kristoffer Melinder, Managing Partner, Nordic Capital Advisors.

“We continue to be impressed by Qred’s progress and achievements. Nordic Capital looks forward to continuing its support of Qred as the company keeps championing financial inclusion, redefining its industry and setting new benchmarks for success,” said David Samuelson, Partner and a senior member of the Evolution Advisory team, Nordic Capital Advisors.

The FT’s top 1000 ranking is compiled in collaboration with research company Statista. It lists the fastest-growing companies in Europe, ranked by the highest compound annual growth rate (CAGR) in revenue between 2020 and 2023. This year, a minimum average growth rate of 34.8 per cent was required for inclusion.

Press contact:

Katarina Janerud
Communications Manager, Nordic Capital Advisors
Tel: +46 8 440 50 50
e-mail: katarina.janerud@nordiccapital.com

About Nordic Capital
Nordic Capital is a leading sector-specialist private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments, Financial Services, and Services & Industrial Tech. Key regions are Europe and globally for Healthcare and Technology & Payments investments. Since inception in 1989, Nordic Capital has invested c. EUR 26 billion in close to 150 investments. The most recent entities are Nordic Capital XI with EUR 9.0 billion in committed capital and Nordic Capital Evolution II with EUR 2 billion in committed capital, principally provided by international institutional investors such as pension funds. Nordic Capital Advisors have local offices in Sweden, the UK, the US, Germany, Denmark, Finland, Norway, and South Korea. www.nordiccapital.com.

“Nordic Capital” refers to, depending on the context, any, or all, Nordic Capital branded entities, vehicles, structures, and associated entities. The general partners and/or delegated portfolio managers of Nordic Capital’s entities and vehicles are advised by several non-discretionary sub-advisory entities, any or all of which are referred to as “Nordic Capital Advisors”.

‍About Qred
Founded in 2015 by entrepreneurs for entrepreneurs, Qred is a bank made for small businesses. The fintech company has been recognized by the Financial Times for being one of Europe’s fastest growing companies five times and is the market leader in northern Europe. With operations in Sweden, Finland, Denmark, Norway, the Netherlands, Belgium and Germany, Qred has helped over 50,000 businesses. Qred’s fully automated, proprietary credit scoring system allows Qred to quickly and competitively give entrepreneurs what they need to grow. Read more: https://www.qred.se/

United Trust Bank (UTB), a leading UK specialist bank, has announced that an agreement has been reached between its majority shareholders and Warburg Pincus, the pioneer of private equity global growth investing, whereby Warburg Pincus will acquire a minority equity interest in UTB.

This agreement, which is subject to the relevant regulatory approvals, will support the continuation of UTB’s strong growth and expansion into new products. The investment, which values the banking group at approximately £520 million, is a significant endorsement of UTB’s current strategy and future prospects.

UTB has been successfully building its business and brand for over 20 years with its focus on recruiting the best people, developing its product range and a disciplined approach to growth. Today, UTB has around 60,000 deposit customers and total assets approaching £4 billion. The Bank has dedicated divisions providing development finance, bridging finance, structured finance, asset finance, BTL finance and mortgages. UTB’s reputation for in-depth knowledge combined with commercial awareness and its robust funding model has made it a popular choice for finance brokers, developers and individuals seeking a high quality, bespoke service and a reliable source of finance solutions.

Harley Kagan, Chief Executive Officer of United Trust Bank, commented:

“This is an exciting milestone for UTB and an excellent opportunity for our staff, shareholders and for Warburg Pincus.

“I am delighted that Warburg Pincus will be joining us as a new partner to help accelerate our growth and provide support and experience as the group heads for a £4 billion balance sheet and explores exciting new products and markets in the future.

“It just remains for me to say that the growth story over the last 20 years would not have been achievable without the exceptional UTB staff who work carefully every day to build the Bank and deliver outstanding products and services to our customers, and for that we wish to sincerely thank them. United, we really do go further.”

Mike Thompson, Managing Director, Warburg Pincus, commented:

“We are delighted to partner with United Trust Bank as an investor and a strategic partner. UTB has established itself as a market leader in the UK, with an impressive track record of growth and innovation. The Bank’s strong management team, customer-centric approach, and focus on specialty lending solutions are key drivers of its success. We look forward to working closely with Harley and his team to support the Bank’s continued growth and leveraging the expertise of our Financial Services and Capital Solutions teams to help the company seize new opportunities in the UK market.”

Warburg Pincus was one of the first global private equity firms to invest in Europe in 1983, investing more than $15 billion in over 125 companies across more than 20 European countries. Within the financial services industry globally, Warburg Pincus has invested more than $25 billion across 60 companies, with a particular focus on specialist banking and lending. The firm has a successful track record of investing in capital solutions related transactions historically and recently closed the Warburg Pincus Capital Solutions Founders Fund, backed by over $4.0 billion in commitments.

UTB was advised by Lazard and CMS.

ENDS

Notes to editors:

For further information:

Jason Wyer-Smith – 42 PR: 07824 818242

To link to our website home page please use: http://www.utbank.co.uk/

United Trust Bank

UTB is an expanding specialist bank providing a wide range of secured funding facilities for individuals and businesses and deposit accounts for individuals, businesses and charities. UTB has been named ‘Specialist Bank of the Year’ four times at the Bridging and Commercial Awards and is the only lender to have done so.

UTB was incorporated in 1955. It is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. UTB is covered by the Financial Services Compensation Scheme and the Financial Ombudsman Service. The Bank is a member of UK Finance, a Patron of the National Association of Commercial Finance Brokers (NACFB), a Member of the Finance & Leasing Association (FLA), the Intermediary Mortgage Lenders Association (IMLA), a Member of the Bridging & Development Lenders Association (BDLA) and a Member of the Open Property Data Association (OPDA).

Warburg Pincus

Warburg Pincus LLC is the pioneer of private equity 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 $86 billion in assets under management, and more than 230 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 offices in Amsterdam, Beijing, Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai, and Singapore. For more information, please visit www.warburgpincus.com or follow us on LinkedIn.

On October 21, Altor Fund III (“Altor”) has entered into an agreement to divest Carnegie Investment Bank (“Carnegie”), a leading investment bank and asset manager in the Nordics, to DNB Bank ASA (“DNB”). Carnegie was acquired by Altor in 2009 with the strategic objective to build the leading investment bank and asset manager in the Nordic region.

Over the past 15 years, Carnegie has grown to become a leading Nordic investment bank and asset manager with strong positions in equities research, brokerage, corporate finance advisory and private wealth management. For several years in a row, clients have rated Carnegie as the highest performing advisor across all business areas, and operating income has more than tripled over the period; a testament to a culture of putting the client first and providing the highest quality of advise possible, all while working together across the firm as one team.

“We have always shared the entrepreneurial spirit and client-focused approach with Harald and the team at Altor. Together we have built Carnegie into a strong, well-diversified and future-proof company, and we are thrilled to enter into this new chapter with DNB, a partner that we think is a perfect fit both culturally and from a business perspective” said Tony Elofsson, CEO at Carnegie.

“Carnegie is a company close to heart for us at Altor; we have been part of this journey for so many years and celebrated countless milestones together. It is with great pride that I reflect on the talent and motivation that drives the team at Carnegie, and I want to thank all the people that have contributed to the success over the years. Back in 2009, we invested in a challenger, and over the years they have grown into a true market leader.” said Harald Mix, Partner at Altor and Board member at Carnegie.

“It has been a great joy to work with Tony Elofsson and the team over the years. We are impressed by their continuous innovation, not least in the digital arena with new business initiatives like Montrose by Carnegie. We look forward to following the next chapter of the journey as Tony and the team builds an even stronger Nordic franchise together with DNB” added Gustav Alenmyr, Director at Altor and Board member of Carnegie.

The Transaction is expected to close in the first half of 2025, pending regulatory approvals in applicable jurisdictions.

About Altor

Since inception, the family of Altor funds has raised more than EUR 11 billion in total commitments. The funds have invested in just south of 100 companies. The investments have been made in medium-sized predominantly Nordic and DACH companies with the aim to create value through growth initiatives and operational improvements. Among current and past investments are Sbanken, Trioworld, Mandatum, Marshall and Kommunalkredit.

About Carnegie

Carnegie is the foremost financial adviser and asset manager in the Nordics. We bring investors together with entrepreneurs and companies to enable clients, owners, and society to grow sustainably. Carnegie has a strong presence across all business areas, including asset management, private banking, investment banking, and securities. Founded in 1803, Carnegie is one of the oldest brands in the region. The bank employs approximately 850 professionals across six countries and generated revenues of SEK 3.4 billion in 2023. Our vision is to be the most competent and respected financial adviser and asset manager in the Nordics. Carnegie is renowned for its strong corporate culture, built on integrity, independence, and a long-term perspective. This culture has made Carnegie one of the most successful and respected financial advisors and asset managers in the Nordic region.

About DNB

DNB is Norway’s largest financial services group and one of the largest in the Nordic region in terms of market capitalisation. The Group offers a full range of financial services, to 237 000 corporate customers and 2 million personal customers. DNB is a major operator in a number of industries, for which DNB also has a Nordic or international strategy.

Press contact

Karin Åström

Head of Communications

karin.astrom@altor.com

+46 707 64 86 59