{"url_path":"/sec/ocfc/8-k/2026-06-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","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 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nBoard of Directors\n\nAs previously disclosed on OceanFirst’s Current Report on Form 8-K filed on December 29, 2025, at the Second Effective Time and in accordance with the terms of the Merger Agreement, (a) the following six former directors of Flushing were appointed to serve as directors on the board of directors of OceanFirst (the “OceanFirst Board”), effective as of the Effective Time: John R. Buran, Alfred DelliBovi, Steven D’Iorio, Louis C. Grassi, Sam S. Han, and Caren C. Yoh (the “Flushing Directors”), and (b) Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst, pursuant to the Investment Agreement (such director, collectively with the Flushing Directors, the “New Directors”). Other than the Merger Agreement and, in the case of Todd Schell, the Investment Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. The New Directors join the following 10 directors of OceanFirst who will continue their service as directors of OceanFirst: Christopher D. Maher, Anthony R. Coscia, Jack M. Farris, Robert C. Garrett, Nicos Katsoulis, Joseph J. Lebel, Steven M. Scopellite, Grace C. Torres, Patricia L. Turner and Dalila Wilson-Scott.\n\nAs a result of the Mergers and effective as of the Effective Time, each John F. Barros, Kimberly M. Guadagno and Joseph M. Murphy, Jr., ceased to serve as a member of the OceanFirst Board. The departures did not result, in whole or in part, from any disagreement with OceanFirst or its management.\n\nAccordingly, effective as of the Effective Time on June 1, 2026, the OceanFirst Board had the following members:\n\nChristopher D. Maher, Anthony R. Coscia, Jack M. Farris, Robert C. Garrett, Nicos Katsoulis, Joseph J. Lebel, Steven M. Scopellite, Grace C. Torres, Patricia L. Turner, Dalila Wilson-Scott, John R. Buran, Alfred DelliBovi, Steven D’Iorio, Louis C. Grassi, Sam S. Han, Caren C. Yoh, and Todd Schell.\n\nPursuant to the Merger Agreement, effective as of the effective time of the Bank Merger, each of the members of the OceanFirst Board were appointed to the board of directors of OceanFirst Bank (the “OceanFirst Bank Board”) and John R. Buran was appointed as Chairman of the OceanFirst Bank Board.\n\nBiographical Information\n\nBiographical information related to the Flushing Directors can be found in the definitive proxy statement on Schedule 14A filed by Flushing with the SEC on April 17, 2025.\n\nTodd Schell is a Managing Director at Warburg, where he focuses on financial services. He chairs the firm’s U.S. Fintech effort and serves on the boards of ECN Capital Corp., IntraFi, Facet Wealth and PayJoy. Prior to joining Warburg Pincus LLC, Mr. Schell covered financial institutions in the Investment Banking division at Barclays Capital. Mr. Schell received an MBA from Harvard Business School and a BA from Amherst College.\n\nChairman of the Board\n\nEffective as of the Second Effective Time, pursuant to the terms of the Merger Agreement, John R. Buran was appointed as the Non-Executive Chairman of the OceanFirst Board. At the Closing, Christopher D. Maher, the Chairman, President and Chief Executive Officer of OceanFirst, ceased serving as Chairman of the OceanFirst Board. Mr. Buran will continue to serve as the Non-Executive Chairman for two years following the Closing. Following John Buran’s term, Mr. Maher will be re-appointed Chairman of the OceanFirst Board for a term not exceeding one year. Thereafter, the OceanFirst board will appoint a Chairman of the OceanFirst Board in its discretion. Mr. Buran will also be nominated to the OceanFirst Board at each of the five annual meetings of stockholders of OceanFirst following the Merger Closing."}