Every 424B that Oceanfirst Finl Corp (OCFC) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow OCFC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OCFC filings page.
OceanFirst Financial Corp. and Flushing Financial Corporation have agreed to combine through a two-step merger in which Flushing stockholders will receive 0.85 share of OceanFirst common stock per Flushing share. The transaction is expected to create a combined regional bank with approximately $23 billion in assets, $17 billion in loans, and $18 billion in deposits across 71 retail branches.
Concurrently, affiliates of funds managed by Warburg Pincus have agreed to invest $225 million for approximately 9.5 million shares of OceanFirst common stock, 1,900 shares of a new non-voting common-equivalent class and a warrant exercisable into NVCE stock. Based on outstanding counts as of February 20, 2026, OceanFirst expects to issue approximately 28,801,083 shares to Flushing holders; those shares are expected to represent approximately 30% of the combined company, Warburg’s issuance approximately 12%, and legacy OceanFirst shares approximately 58%.
Special stockholder meetings will be held virtually on April 2, 2026 for both companies; the OceanFirst and Flushing record date is February 20, 2026. The merger and investment are subject to stockholder approvals, customary regulatory approvals, and other closing conditions.
OceanFirst Financial Corp. is offering $185,000,000 aggregate principal amount of 6.375% fixed‑to‑floating rate subordinated notes due November 15, 2035. Interest is 6.375% per year through November 15, 2030, then a floating rate equal to the Benchmark (expected Three‑Month Term SOFR) plus 307.5 bps, with interest paid semi‑annually during the fixed period and quarterly thereafter. The notes are redeemable at par, plus accrued interest, beginning November 15, 2030 and upon certain events, subject to Federal Reserve approval.
The public offering price is 100.00%, the underwriting discount is 1.25%, and proceeds before expenses are $182,687,500. OceanFirst estimates net proceeds of approximately $181.9 million and intends to use them to repay existing indebtedness, including redeeming in full $125.0 million principal amount of its 2030 Notes, and to support growth initiatives and general corporate purposes. The notes are unsecured, subordinated obligations of OceanFirst, structurally subordinated to subsidiary liabilities, not FDIC insured, and will not be listed on an exchange.
OceanFirst Financial Corp. filed a preliminary prospectus supplement for a primary offering of fixed‑to‑floating rate subordinated notes due 2035. The notes will be issued in $1,000 minimum denominations, rank junior to senior debt, and will not be listed. Interest is fixed until 2030, then floats at a Benchmark rate expected to be Three‑Month Term SOFR plus a spread, with a zero floor. The notes are redeemable at par beginning in 2030 on interest payment dates and earlier upon specified events, in each case subject to Federal Reserve approval.
OceanFirst intends to use net proceeds to repay existing indebtedness, including redeeming in full its 2030 notes with $125.0 million outstanding, and to support subsidiary growth and general corporate purposes. Unaudited preliminary results show Q3 2025 net income of $17.33 million and nine‑month 2025 net income of $57.89 million. The company recorded $4.1 million in Q3 restructuring charges tied to outsourcing residential lending origination and title, expects about $8 million more in Q4 2025, and targets annual expense savings of $14 million starting in 2026. A quarterly common dividend of $0.20 per share is payable on November 14, 2025 to holders of record on November 3, 2025.