{"url_path":"/sec/ocfc/8-k/2026-06-01/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sale of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1004702/0001193125-26-251758-index.html","accession_number":"0001193125-26-251758","cik":"0001004702","ticker":"OCFC","issuer_name":"OCEANFIRST FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1004702/0001193125-26-251758-index.html","primary_entity_key":"0001004702","primary_entity_name":"OCEANFIRST FINANCIAL CORP"},"word_count":638,"has_tables":true,"body_markdown":"Item 3.02.\n\nUnregistered Sale of Equity Securities.\n\nInvestment Agreement\n\nOn the Closing Date, OceanFirst (a) issued and sold to affiliates of funds managed by Warburg Pincus LLC (“Warburg”), for an aggregate purchase price of $225 million, approximately (i) 9.5 million shares of OceanFirst Common Stock, at $19.76 per share of OceanFirst Common Stock and (ii) 1,812 shares of a new class of OceanFirst non-voting, common-equivalent stock (“NVCE Stock”) representing the economic equivalent of approximately 1.8 million shares of OceanFirst Common Stock, at $19,760 per share of NVCE Stock and (b) issued to Warburg a warrant to purchase approximately 11.4 million shares of NVCE Stock with an exercise price of $19,760 per share of NVCE Stock (the “Warrant” and together with clause (a), the “Investment”). The Warrant carries a term of seven years and can be exercised voluntarily following the third anniversary of the Investment Closing. The Warrant can also be voluntarily exercised prior to the third anniversary of the Investment Closing, (A) in the event the market price of OceanFirst Common Stock reaches or exceeds $30 per share at the closing of any trading day or (B) in connection with certain change of control transactions involving OceanFirst. The Warrant is subject to mandatory exercise, at any time, in the event the market price of OceanFirst Common Stock reaches or exceeds $30 per share for a certain number\n\nof trading days over a specified period. In the event of a change of control transaction where less than 90% of the consideration in such transaction is comprised of equity securities traded on the NASDAQ or NYSE, Warburg will be entitled to receive additional shares if it exercises the Warrant in connection with such transaction. The issuance and sale were made pursuant to the investment agreement, dated December 29, 2025, entered into by OceanFirst and Warburg (such agreement, the “Investment Agreement”).\n\nThe estimated total number of shares of OceanFirst Common Stock outstanding immediately after the Closing, giving effect to the issuance and sale under the Investment Agreement described above, is approximately 96.7 million shares, which includes approximately (a) 29.30 million shares issued to Flushing stockholders and (b) 9.5 million shares issued to Warburg.\n\nFrom and after the closing of the Investment (the “Investment Closing”), Warburg is prohibited from transferring any securities acquired pursuant to the Investment Agreement to certain activist investors, competitors of OceanFirst or sanctioned parties, subject to certain exceptions.\n\nOceanFirst’s offering and sale of shares of OceanFirst Common Stock, the NVCE Stock and Warrant were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.\n\nRegistration Rights Agreement\n\nOn the Closing Date, OceanFirst entered into a Registration Rights Agreement with Warburg (the “Registration Rights Agreement”), pursuant to which OceanFirst agreed to provide customary registration rights to Warburg and its affiliates and certain permitted transferees with respect to the shares of OceanFirst Common Stock purchased under the Investment Agreement, and the shares of OceanFirst Common Stock issued upon the conversion of shares of the NVCE Stock purchased under the Investment Agreement or issued upon the exercise of the Warrant. Under the Registration Rights Agreement, Warburg is entitled to customary S-3 shelf registration rights, “demand” registrations and “piggyback” registration rights, in each case, subject to certain limitations as set forth in the Registration Rights Agreement.\n\nThe foregoing description of the Investment Agreement, the Registration Rights Agreement, the Warrant and the transactions contemplated thereby are not complete and are qualified in their entirety by reference to the full text of the Investment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the Warrant, which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and in each case incorporated by reference herein."}