Warburg Pincus entities disclose OCFC (OCFC) holdings and warrant terms on Form 3
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
OCEANFIRST FINANCIAL CORP received a new Form 3 from a group of Warburg Pincus–affiliated investment funds, reporting their indirect holdings. The funds report 9,574,639 shares of common stock and 1,812 shares of non-voting common equivalent stock, plus warrants tied to 11,386.64 NVCE shares. The warrants have a seven-year term, a stated exercise price of $19,760 per share, and can be exercised under specific share-price and change of control conditions. Investment and voting decisions are made by a committee, and the reporting entities generally disclaim beneficial ownership beyond their pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
WARBURG PINCUS LLC, WPGG 14 Orion Investments, L.P., WPFS II Orion Investments, L.P., WPGG 14 Orion Investments GP, LLC, WPFS II Orion Investments GP, LLC, WARBURG PINCUS (CALLISTO) GLOBAL GROWTH 14 (CAYMAN), L.P., WARBURG PINCUS (EUROPA) GLOBAL GROWTH 14 (CAYMAN), L.P., WARBURG PINCUS GLOBAL GROWTH 14-B (CAYMAN), L.P., WARBURG PINCUS GLOBAL GROWTH 14-E (CAYMAN), L.P., WARBURG PINCUS GLOBAL GROWTH 14 PARTNERS (CAYMAN), L.P.
Role
null | null | null | null | null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Warrants | -- | -- | -- |
| holding | Common Stock, par value $0.01/share | -- | -- | -- |
| holding | Non-Voting Common Equivalent Stock, par value $0.01/share | -- | -- | -- |
Holdings After Transaction:
Warrants — 11,386.64 shares (Indirect, See Footnotes.);
Common Stock, par value $0.01/share — 9,574,639 shares (Indirect, See Footnotes.);
Non-Voting Common Equivalent Stock, par value $0.01/share — 1,812 shares (Indirect, See Footnotes.)
Footnotes (1)
- Reflects securities held directly by (i) WPGG 14 Orion Investments, L.P., a Delaware limited partnership ("WPGG14 Purchaser") and (ii) WPFS II Orion Investments, L.P., a Delaware limited partnership ("WPFSII Purchaser" and, together with WPGG14 Purchaser, the "Purchasers"). The equity interests of WPGG14 Purchaser are held by (i) Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Callisto 14"), (ii) Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Europa 14"), (iii) Warburg Pincus Global Growth 14-B (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-B"), (iv) Warburg Pincus Global Growth 14-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-E"), (continued on footnote 2) (continued from footnote 1) (v) Warburg Pincus Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("Warburg Pincus Global Growth 14 Partners"), and (vi) WP Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14 Partners" and, together with WP Callisto 14, WP Europa 14, WP Global Growth 14-B, WP Global Growth 14-E and Warburg Pincus Global Growth 14 Partners, the "WP Global Growth 14 Funds"). The equity interests of WPFSII Purchaser are held by (i) Warburg Pincus Financial Sector II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II LP"), (ii) Warburg Pincus Financial Sector II-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II-E"), and (iii) Warburg Pincus Financial Sector II Partners (Cayman), L.P., a Cayman Islands (continued on footnote 3) (continued from footnote 2) exempted limited partnership ("WP Financial Sector II Partners" and, together with WP Financial Sector II LP and WP Financial Sector II-E, the "WP Financial Sector II Funds"). WPGG 14 Orion Investments GP, LLC, a Delaware limited liability company ("WPGG14 Orion GP") is the general partner of WPGG14 Purchaser. Warburg Pincus (Cayman) Global Growth 14 GP, L.P., a Cayman Islands exempted limited partnership ("WPGG Cayman 14 GP"), is the general partner of each of the WP Global Growth 14 Funds. Warburg Pincus (Cayman) Global Growth 14 GP LLC, a Cayman Islands exempted limited liability company ("WPGG Cayman 14 GP LLC"), is the general partner of WPGG Cayman 14 GP. WPFSII Orion Investments GP, LLC, a Delaware limited liability company, ("WPFSII Orion GP") is the general partner of WPFSII Purchaser. Warburg Pincus (Cayman) Financial Sector II GP, L.P., a Cayman Islands exempted limited partnership ("WPFS Cayman II GP") (continued on footnote 4) (continued from footnote 3), is the general partner of each of the WP Financial Sector II Funds. Warburg Pincus (Cayman) Financial Sector II GP LLC, a Cayman Islands exempted limited liability company ("WPFS Cayman II GP LLC"), is the general partner of WPFS Cayman II GP. Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman"), is the managing member of WPGG Cayman 14 GP LLC and WPFS Cayman II GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP"), is the general partner of WPP II Cayman. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and, together with the WP Global Growth 14 Funds, the WP Financial Sector II Funds, WPGG14 Orion GP, WPGG Cayman 14 GP, WPGG Cayman 14 GP LLC, WPFSII Orion GP, WPFS Cayman II GP, WPFS Cayman II GP LLC, WPP II Cayman and WP Bermuda GP, the "Reporting Persons" (continued on footnote 5) (continued from footnote 4) and each, a "Reporting Person"), is the manager of the WP Global Growth 14 Funds and WP Financial Sector II Funds. Investment and voting decisions with respect to the securities of the Issuer held by the Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the securities of the Issuer held by the Reporting Persons. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than the Purchasers, (continued on footnote 6) (continued from footnote 5) herein states that this filing shall not be deemed an admission that it or he is the beneficial owner of any of the securities of the Issuer covered by this Statement. Each of the Reporting Persons disclaims their beneficial ownership of such securities except to the extent of its pecuniary interest therein. The Issuer issued an aggregate of 1,812 shares of non-voting common equivalent stock, par value $0.01/share ("NVCE Stock") to the Purchasers on June 1, 2026, pursuant to the Investment Agreement, dated as of December 29, 2025 (the "Investment Agreement"), by and among the Issuer and the Purchasers. The Warrants are exercisable, in whole or in part, to purchase 11,386.64 shares of NVCE Stock. The Warrants are exercisable at a price of $19,760 per share, subject to customary anti-dilution adjustments provided under the Warrants. The Warrants carry a term of seven years and can be exercised voluntarily following the third anniversary of the closing of the transactions contemplated by the Investment Agreement (the "Closing"). The Warrants can also be voluntarily exercised prior to the third anniversary of the Closing, (A) in the event the market price of common stock, par value $0.01/share ("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 the Issuer. (continued on footnote 10) (continued from footnote 9) The Warrants are subject to mandatory exercise, at any time, in the event the market price of Common Stock reaches or exceeds $30 per share for a certain number of 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, the Purchasers will be entitled to receive additional shares if they exercise the Warrants in connection with such transaction.
Key Figures
Common stock held: 9,574,639 shares
Non-voting common equivalent stock: 1,812 shares
Warrant underlying NVCE shares: 11,386.64 shares
+4 more
7 metrics
Common stock held
9,574,639 shares
Indirect holdings reported on Form 3
Non-voting common equivalent stock
1,812 shares
Issued to purchasers on June 1, 2026
Warrant underlying NVCE shares
11,386.64 shares
Underlying NVCE stock for warrants
Warrant exercise price
$19,760 per share
Exercise price stated in warrant terms
Warrant term
7 years
Duration of warrants from issuance
Price trigger for early exercise
$30 per share
Common stock price condition for warrant exercise
Warrant expiration date
June 1, 2033
Expiration for warrants on NVCE stock
Key Terms
Non-voting common equivalent stock, Warrants, Investment Agreement, change of control transaction, +1 more
5 terms
Non-voting common equivalent stock financial
"The Issuer issued an aggregate of 1,812 shares of non-voting common equivalent stock"
Warrants financial
"The Warrants are exercisable, in whole or in part, to purchase 11,386.64 shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Investment Agreement financial
"pursuant to the Investment Agreement, dated as of December 29, 2025"
A written contract between an investor and a company that lays out the exact terms of an investment — how much money is provided, what the investor receives in return, and the rights and obligations of each side. It matters to investors because it sets the rules for ownership, control, payout and exit, and protections against future changes; think of it like a lease or recipe that tells everyone what to expect and how disputes or changes will be handled.
change of control transaction financial
"in connection with certain change of control transactions involving the Issuer"
A change of control transaction is when a company’s ownership shifts so dramatically that new people effectively run it, such as through a merger, sale of most shares, or takeover. Investors care because this can alter management, strategy, and deal terms—like a house sold to a new owner who rewrites the rules—potentially changing a stock’s value, accelerating employee equity payouts, or triggering debt and contract clauses that affect returns.
Rule 16a-1(a)(4) regulatory
"Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons"
FAQ
What did Warburg Pincus entities report in their Form 3 for OCEANFIRST FINANCIAL CORP (OCFC)?
They reported indirect holdings of common and non-voting stock in OCEANFIRST FINANCIAL CORP. The filing shows 9,574,639 shares of common stock and 1,812 shares of non-voting common equivalent stock held through affiliated investment funds under an Investment Agreement dated December 29, 2025.
What non-voting securities in OCFC do the Warburg Pincus purchasers hold?
The issuer issued 1,812 shares of non-voting common equivalent stock to the purchasers on June 1, 2026. These NVCE shares carry a par value of $0.01 per share and were issued pursuant to an Investment Agreement between OCEANFIRST FINANCIAL CORP and the Warburg Pincus–affiliated purchasers.
What are the key terms of the OCFC warrants held by the Warburg Pincus entities?
The warrants are exercisable to purchase 11,386.64 NVCE shares at an exercise price of $19,760 per share. They have a seven-year term and become voluntarily exercisable after the third anniversary of the closing, with earlier exercise allowed if certain price or change of control conditions occur.
Under what conditions can the OCFC warrants be exercised before the third anniversary of closing?
They may be voluntarily exercised before the third anniversary if OCFC’s common stock price reaches or exceeds $30 per share at the close of any trading day, or in connection with certain change of control transactions involving the issuer, as described in the warrant terms.
Do the Warburg Pincus reporting persons claim full beneficial ownership of the OCFC securities?
They generally disclaim full beneficial ownership and limit it to pecuniary interests. A committee of at least three individuals makes investment and voting decisions, and the Form 3 states the filing is not an admission of beneficial ownership for entities other than the direct purchasing funds.
Are there mandatory exercise provisions for the OCFC warrants held by Warburg Pincus entities?
Yes, the warrants are subject to mandatory exercise if OCFC’s common stock price reaches or exceeds $30 per share for a specified number of trading days. In certain change of control deals with limited equity consideration, the purchasers may receive additional shares upon exercising the warrants.