Warburg Pincus (NASDAQ: OCFC) discloses OceanFirst stake and warrant terms
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
OCEANFIRST FINANCIAL CORP disclosed that investment funds and entities affiliated with Warburg Pincus reported indirect ownership positions on a Form 3. These entities collectively hold 1,812 shares of non-voting common equivalent stock and 9,574,639 shares of common stock through designated purchaser entities.
The filing also shows warrants indirectly held that are exercisable to purchase 11,386.64 shares of non-voting common equivalent stock at an exercise price of $19,760 per share, with a seven-year term ending on June 1, 2033. The warrants become exercisable under specified stock price or change-of-control conditions.
Investment and voting decisions for these securities are made by a Warburg Pincus committee, and each reporting person disclaims beneficial ownership beyond its pecuniary interest. This Form 3 records initial holdings rather than new market purchases or sales.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
WARBURG PINCUS LLC, WP GLOBAL GROWTH 14 PARTNERS (CAYMAN), L.P., WARBURG PINCUS FINANCIAL SECTOR II (CAYMAN), L.P., WARBURG PINCUS FINANCIAL SECTOR II-E (CAYMAN), L.P., WARBURG PINCUS FINANCIAL SECTOR II PARTNERS (CAYMAN), L.P., WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP, L.P., WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP LLC, WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP, L.P., WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP LLC, Warburg Pincus Partners II (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
Non-voting common equivalent stock held: 1,812 shares
Common stock held: 9,574,639 shares
Underlying NVCE shares from warrants: 11,386.64 shares
+3 more
6 metrics
Non-voting common equivalent stock held
1,812 shares
Issued to the Purchasers on June 1, 2026
Common stock held
9,574,639 shares
Indirect holdings following reported transaction date
Underlying NVCE shares from warrants
11,386.64 shares
Warrants exercisable into NVCE stock
Warrant exercise price
$19,760 per share
Exercise price subject to anti-dilution adjustments
Warrant term expiration
June 1, 2033
Seven-year term from closing of Investment Agreement
Early exercise trigger price
$30 per share
Common stock price condition for early or mandatory exercise
Key Terms
Non-Voting Common Equivalent Stock, Warrants, anti-dilution adjustments, 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.
anti-dilution adjustments financial
"The Warrants are exercisable at a price of $19,760 per share, subject to customary anti-dilution adjustments"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
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.
pecuniary interest financial
"Each of the Reporting Persons disclaims their beneficial ownership of such securities except to the extent of its pecuniary interest therein"
FAQ
What insider holdings did Warburg Pincus report in OceanFirst Financial (OCFC)?
Warburg Pincus–affiliated entities reported indirect holdings of 1,812 shares of non-voting common equivalent stock and 9,574,639 shares of common stock. These positions are held through designated purchaser limited partnerships described in the Form 3 footnotes.
What is the exercise price and term of the OceanFirst Financial warrants?
The warrants are exercisable at an exercise price of $19,760 per share, subject to customary anti-dilution adjustments. They carry a seven-year term and are scheduled to expire on June 1, 2033, according to the Form 3 footnotes.
Under what conditions can the OceanFirst Financial warrants be exercised early?
The warrants may be voluntarily exercised before the third anniversary of closing if OceanFirst common stock reaches or exceeds $30 per share at the close of any trading day, or in connection with certain change of control transactions involving the company.
Are the OceanFirst warrants subject to mandatory exercise provisions?
Yes. The warrants are subject to mandatory exercise if the market price of OceanFirst common stock reaches or exceeds $30 per share for a specified number of trading days over a defined period, as outlined in the footnotes.
Do Warburg Pincus entities claim full beneficial ownership of their OCFC securities?
No. Each reporting person states that the filing should not be deemed an admission of beneficial ownership of OceanFirst securities and disclaims beneficial ownership except to the extent of its pecuniary interest in the reported holdings.