OceanFirst director reports merger stock, tax holdback

Director John R. Buran’s OceanFirst equity position was adjusted for merger-related share issuances and tax-withholding, with no open-market sales reported.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

OCEANFIRST FINANCIAL CORP (OCFC) reported that director John R. Buran’s holdings were updated in connection with OceanFirst’s completed merger with Flushing Financial Corporation. On June 1, 2026, each share of Flushing common stock was converted into the right to receive 0.85 share of OceanFirst common stock, and Buran acquired OceanFirst common stock directly and through a 401(k) plan under the merger agreements. On June 3, 2026, 35,037 shares of OceanFirst common stock were withheld at $18.25 per share to satisfy tax liabilities from the vesting of Flushing restricted stock awards; the disclosure states that no shares were sold. This amended filing corrects a clerical error that had omitted the tax-withholding transaction.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider BURAN JOHN R

Role Director

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F3, F4	35,037	$18.25	$639K
Grant/Award	Common Stock F1, F2	113,329	--	--
Grant/Award	Common Stock F1, F2	113,265	--	--

Holdings After Transaction: Common Stock — 113,265 shares (Indirect, By 401(k) Plan); Common Stock — 78,292 shares (Direct)

Footnotes (4)

1. F1. On June 1, 2026, OceanFirst Financial Corp. ("OceanFirst") completed its previously announced merger with Flushing Financial Corporation ("Flushing") pursuant to the Agreement and Plan of Merger, dated December 29, 2025 (the "Merger Agreement") by and among OceanFirst, Flushing, and Apollo Merger Sub Corp. (the "Merger"). At the effective time of the Merger, each share of Flushing common stock was converted into the right to receive 0.85 of a share (the "Exchange Ratio") of OceanFirst common stock with cash paid in lieu of any fractional share.
2. F2. Reflects OceanFirst securities acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby.
3. F3. The reported shares were withheld to satisfy the tax liability in connection with the vesting of Flushing restricted stock awards pursuant to the Merger Agreement. No shares were sold.
4. F4. Due to a clerical error, the aforementioned withholding of shares was inadvertently omitted from the original filing. This Amendment is being filed to correct this error.

Key Figures

Shares withheld for tax liability: 35,037 shares Withholding price per share: $18.25 per share Direct OceanFirst shares acquired: 113,329 shares +4 more

7 metrics

Shares withheld for tax liability 35,037 shares Withheld on June 3, 2026 to satisfy tax liability on vesting restricted stock awards

Withholding price per share $18.25 per share Price used for the 35,037 shares withheld on June 3, 2026

Direct OceanFirst shares acquired 113,329 shares Common stock acquired on June 1, 2026 under the Merger Agreement

Indirect OceanFirst shares acquired via 401(k) Plan 113,265 shares Common stock held indirectly by 401(k) Plan after June 1, 2026 acquisition

Exchange Ratio 0.85 share of OceanFirst common stock per Flushing share Conversion rate at the effective time of the merger

Merger agreement date December 29, 2025 Date of Agreement and Plan of Merger among OceanFirst, Flushing and Apollo Merger Sub Corp.

Merger completion date June 1, 2026 Date OceanFirst completed its merger with Flushing Financial Corporation

Key Terms

Agreement and Plan of Merger, Exchange Ratio, restricted stock awards, 401(k) Plan, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to the Agreement and Plan of Merger, dated December 29, 2025"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Exchange Ratio financial

"0.85 of a share (the "Exchange Ratio") of OceanFirst common stock"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

restricted stock awards financial

"tax liability in connection with the vesting of Flushing restricted stock awards"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

401(k) Plan financial

"indirect ownership nature is reported as "By 401(k) Plan""

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

tax liability financial

"shares were withheld to satisfy the tax liability in connection with the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OCFC director John R. Buran report in this amended Form 4?

John R. Buran reported merger-related acquisitions of OceanFirst common stock on June 1, 2026 and a withholding of 35,037 shares on June 3, 2026 to pay tax liabilities from vesting restricted stock awards, with the filing stating that no shares were sold.

How did the Flushing merger affect John R. Buran’s OCFC shareholdings?

At the merger’s effective time, each Flushing share converted into 0.85 OceanFirst share, and the filing states that the reported OceanFirst securities were acquired pursuant to the Merger Agreement and related agreements, including holdings in a 401(k) Plan.

How many OCFC shares were withheld for taxes in Buran’s Form 4/A filing?

The filing reports that 35,037 shares of OceanFirst common stock were withheld to satisfy tax liability related to the vesting of Flushing restricted stock awards pursuant to the Merger Agreement, at a reported price of $18.25 per share.

Did John R. Buran sell any OCFC shares according to this Form 4/A?

No. A footnote states that the reported shares were withheld to satisfy tax liability in connection with vesting of restricted stock awards and explicitly notes that no shares were sold in the transaction.

Why was an amended Form 4/A filed for OCFC director John R. Buran?

The amendment was filed because, according to a footnote, a clerical error caused the prior omission of the withholding of 35,037 shares for tax liability. This Form 4/A corrects that error by adding the missing transaction.

What indirect OCFC holdings were reported for John R. Buran in this filing?

The filing reports an indirect acquisition of 113,265 shares of OceanFirst common stock on June 1, 2026, held "By 401(k) Plan", and states that these OceanFirst securities were acquired pursuant to the terms of the Merger Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/18/2026 - 01:09 PM Accepted by SEC EDGAR 09/18/2026 - 01:08 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BURAN JOHN R

(Last) (First) (Middle)

110 WEST FRONT STREET

(Street)

RED BANK NEW JERSEY 07701

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
OCEANFIRST FINANCIAL CORP [ OCFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/03/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		A		113,329	A	(1)(2)	113,329	D
Common Stock	06/01/2026		A		113,265	A	(1)(2)	113,265	I	By 401(k) Plan
Common Stock	06/03/2026		F		35,037	D	$18.25	78,292	D(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On June 1, 2026, OceanFirst Financial Corp. ("OceanFirst") completed its previously announced merger with Flushing Financial Corporation ("Flushing") pursuant to the Agreement and Plan of Merger, dated December 29, 2025 (the "Merger Agreement") by and among OceanFirst, Flushing, and Apollo Merger Sub Corp. (the "Merger"). At the effective time of the Merger, each share of Flushing common stock was converted into the right to receive 0.85 of a share (the "Exchange Ratio") of OceanFirst common stock with cash paid in lieu of any fractional share.

2. Reflects OceanFirst securities acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby.

3. The reported shares were withheld to satisfy the tax liability in connection with the vesting of Flushing restricted stock awards pursuant to the Merger Agreement. No shares were sold.

4. Due to a clerical error, the aforementioned withholding of shares was inadvertently omitted from the original filing. This Amendment is being filed to correct this error.

Remarks:

	/s/ Steven J. Tsimbinos, Power of Attorney	09/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)