OceanFirst director granted 104,737 shares

OCEANFIRST FINANCIAL CORP director Louis C. Grassi reported acquiring 104,737 shares of Common Stock in a Form 4 filing.

Rhea-AI Filing Summary

OCEANFIRST FINANCIAL CORP director Louis C. Grassi reported acquiring 104,737 shares of Common Stock in a Form 4 filing. The shares were received at no cash cost as equity consideration under an Agreement and Plan of Merger involving OceanFirst, Flushing Financial Corporation, and Apollo Merger Sub Corp.

The merger converted each share of Flushing Financial common stock into the right to receive 0.85 OceanFirst share, with cash in lieu of fractional shares. Grassi’s holdings include 4,080 restricted stock units that were acquired through the merger and are scheduled to cliff vest on January 30, 2027.

Insider Trade Summary

Grant/Award: 104,737 shares

Grant/Award 1 txn

Insider GRASSI LOUIS C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	104,737	$0.00	$0.00

Holdings After Transaction: Common Stock — 104,737 shares (Direct)

Footnotes (3)

1. F1. Represents shares of Issuer Common Stock received pursuant to the Agreement and Plan of Merger, dated December 29, 2025 (the "Merger Agreement"), by and among OceanFirst Financial Corp. (the "Issuer"), Flushing Financial Corporation ("FFIC"), and Apollo Merger Sub Corp. ("Merger Sub"). At the effective time of the merger (the "Effective Time"), each share of FFIC common stock outstanding immediately prior to the Effective Time was converted into the right to receive 0.85 shares of Issuer Common Stock (the "Exchange Ratio") with cash paid in lieu of any fractional shares, in accordance with the Merger Agreement.
2. F2. Reflects OceanFirst securities acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby.
3. F3. Includes 4,080 restricted stock units acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby, which cliff vest on January 30, 2027.

Key Figures

Shares acquired: 104,737 shares Post-transaction holdings: 104,737 shares Exchange Ratio: 0.85 shares +3 more

6 metrics

Shares acquired 104,737 shares Common Stock received as merger consideration; direct holdings after transaction

Post-transaction holdings 104,737 shares Total OceanFirst Common Stock held directly by Louis C. Grassi after the Form 4 transaction

Exchange Ratio 0.85 shares Each Flushing Financial common share converted into 0.85 OceanFirst share in the merger

Restricted stock units 4,080 RSUs Restricted stock units acquired under the merger; part of reported OceanFirst position

RSU vesting date January 30, 2027 Cliff vesting date for 4,080 restricted stock units received through the merger

Price per share $0.0000 Form 4 shows no cash paid per share; stock received as merger consideration

Key Terms

Agreement and Plan of Merger, Exchange Ratio, restricted stock units, cliff vest

4 terms

Agreement and Plan of Merger financial

"Represents shares of Issuer Common Stock received 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

"was converted into the right to receive 0.85 shares of Issuer Common Stock (the "Exchange Ratio")"

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 units financial

"Includes 4,080 restricted stock units acquired pursuant to the terms of the Merger Agreement"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

cliff vest financial

"Includes 4,080 restricted stock units ... which cliff vest on January 30, 2027"

A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.

FAQ

What did OceanFirst (OCFC) director Louis C. Grassi report on his Form 4?

Louis C. Grassi reported acquiring 104,737 shares of OceanFirst Common Stock. These shares were received as equity consideration in connection with OceanFirst’s merger with Flushing Financial Corporation, rather than through an open-market purchase, and are held directly after the transaction.

How many OceanFirst (OCFC) shares did Louis Grassi acquire through the merger?

Louis Grassi acquired 104,737 shares of OceanFirst Common Stock. The shares represent stock consideration issued under the merger agreement, which converted Flushing Financial common shares into OceanFirst stock using a fixed exchange ratio, with additional cash paid for any resulting fractional share amounts.

What was the exchange ratio in the OceanFirst and Flushing Financial merger affecting OCFC shares?

Each share of Flushing Financial common stock was converted into the right to receive 0.85 shares of OceanFirst Common Stock. Cash was paid instead of issuing fractional shares, in accordance with the merger agreement among OceanFirst, Flushing Financial, and Apollo Merger Sub Corp.

How many restricted stock units did Louis Grassi receive and when do they vest?

Louis Grassi’s OceanFirst holdings include 4,080 restricted stock units received under the merger terms. These restricted stock units were acquired as part of the merger consideration and are scheduled to cliff vest on January 30, 2027, subject to the agreement’s conditions.

Was Louis Grassi’s OCFC Form 4 transaction an open-market purchase or merger-related award?

The Form 4 transaction was a merger-related equity award, not an open-market purchase. Shares and restricted stock units were acquired pursuant to the merger agreement and related arrangements, reflecting conversion of Flushing Financial holdings into OceanFirst equity at the agreed exchange ratio.

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Accepted by SEC EDGAR 06/03/2026 - 12:19 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^*

GRASSI LOUIS C

(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)

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		104,737	A	(1)(2)	104,737	D(3)

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. Represents shares of Issuer Common Stock received pursuant to the Agreement and Plan of Merger, dated December 29, 2025 (the "Merger Agreement"), by and among OceanFirst Financial Corp. (the "Issuer"), Flushing Financial Corporation ("FFIC"), and Apollo Merger Sub Corp. ("Merger Sub"). At the effective time of the merger (the "Effective Time"), each share of FFIC common stock outstanding immediately prior to the Effective Time was converted into the right to receive 0.85 shares of Issuer Common Stock (the "Exchange Ratio") with cash paid in lieu of any fractional shares, in accordance with the Merger Agreement.

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

3. Includes 4,080 restricted stock units acquired pursuant to the terms of the Merger Agreement and agreements contemplated thereby, which cliff vest on January 30, 2027.

Remarks:

	/s/ Steven J. Tsimbinos, Power of Attorney	06/03/2026
	** 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)