Item 1.01 – Entry Into A Material Definitive Agreement
Underwriting Agreement. On October 27, 2025, OceanFirst Financial Corp. (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co. and Keefe, Bruyette & Woods, Inc. (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company issued and sold $185,000,000 aggregate principal amount of 6.375% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”) at a public offering price equal to 100% of the aggregate principal amount of the Notes.
The offering of the Notes closed on October 29, 2025. The net proceeds from the sale of the Notes to the Company were approximately $181.9 million, after giving effect to the underwriting discount of 1.25% and estimated expenses of the offering of the Notes. The Company intends to use the net proceeds to repay existing indebtedness, including the redemption in full of the Company’s 5.25% Fixed-to-Floating Rate Subordinated Notes due May 15, 2030, of which $125.0 million in principal amount is currently outstanding, to support growth initiatives at the Company’s subsidiaries, including the Company’s wholly owned subsidiary, OceanFirst Bank, N.A. (the “Bank”), and for general corporate purposes.
The Notes were offered and sold pursuant to an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on October 18, 2024 (Registration No. 333-282711), a base prospectus, dated October 18, 2024 included as part of the registration statement, a preliminary prospectus supplement, dated October 27, 2025 and a final prospectus supplement, filed on October 28, 2025 with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the opinion of Luse Gorman, PC relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The Underwriting Agreement contains representations, warranties and covenants customary in agreements of this type. These representations, warranties and covenants are not representations of factual information to investors about the Company or its subsidiaries, and the sale of the Notes does not constitute a representation that there has not been any change in the condition of the Company. The Company also agreed to indemnify the Underwriters against certain liabilities arising out of or in connection with the sale of the Notes.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
Indenture and Notes. The Notes were issued under an Indenture dated as of October 29, 2025 (the “Base Indenture”) by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of October 29, 2025 between the Company and the Trustee (the “First Supplemental Indenture” and collectively with the Base Indenture and the First Supplemental Indenture, the “Indenture”). The terms of the Notes are set forth in, and such Notes are governed by, the Indenture.
The Notes will mature on November 15, 2035. From and including the original issue date to, but excluding, November 15, 2030 or the date of earlier redemption, the Company will pay interest on the Notes semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2026, at a fixed annual interest rate equal to 6.375%. From and including November 15, 2030 to but excluding the maturity date or the date of earlier redemption, the floating interest rate per annum will be equal to a benchmark rate, which is expected to be Three-Month Term SOFR (as defined in the Notes), plus a spread of 307.5 basis points, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on February 15, 2031. Notwithstanding the foregoing, in the event that the benchmark rate is less than zero, the benchmark rate shall be deemed to be zero.
The Company may, at its option, redeem the Notes (i) in whole or in part beginning with the interest payment date of November 15, 2030, and on any interest payment date thereafter or (ii) in whole but not in part upon the occurrence of a “Tax Event,” a “Tier 2 Capital Event” (each as defined in the Indenture) or the Company becoming required to register as an investment company pursuant to the Investment Company Act of 1940, as amended.
The foregoing descriptions of the Base Indenture, the First Supplemental Indenture, and the Notes are not complete and are each qualified in their entirety by reference to the complete text of the Base Indenture, the First Supplemental Indenture, and the form of the Notes, copies of which are attached as Exhibits 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
