Warburg Pincus reports 9.9% stake in OceanFirst

OceanFirst Financial Corp. (OCFC) is the subject of an amended Schedule 13D in which a group of Warburg Pincus-affiliated funds reports beneficial ownership of an aggregate 9,574,639 shares of common stock, or 9.9% of the outstanding shares.

Rhea-AI Filing Summary

OceanFirst Financial Corp. (OCFC) is the subject of an amended Schedule 13D in which a group of Warburg Pincus-affiliated funds reports beneficial ownership of an aggregate 9,574,639 shares of common stock, or 9.9% of the outstanding shares. This percentage is based on 96,645,219 shares outstanding as of August 3, 2026. Two primary investors directly hold the shares: WPGG14 Investor with 6,415,008 shares and WPFSII Investor with 3,159,631 shares, with a multi‑entity Warburg Pincus control structure and committee-based investment decisions.

The filing also discloses a Margin Loan Agreement dated August 17, 2026, under which WPGG14 Investor has borrowed $61.5 million, secured by a pledge of its 6,415,008 OCFC shares and 1,214 NVCE Stock. The loan matures on or about July 31, 2028, and customary events could allow lenders to require prepayment, additional collateral, or foreclose and dispose of the pledged shares in accordance with the loan documentation.

Positive

• None.

Negative

• $61.5 million margin loan secured by 6,415,008 OCFC shares and other collateral creates potential lender foreclosure and forced-sale risk for a large block of the company’s stock if loan terms are breached.

Filing Explained

Warburg Pincus’s amendment clarifies that its reported 9,574,639 common shares exclude its NVCE Stock and related warrants; the filing says the NVCE Stock is not currently convertible, so those securities are not included in its present common-stock ownership figure.

Key Figures

Beneficial ownership: 9,574,639 shares Ownership percentage: 9.9% Shares outstanding: 96,645,219 shares +5 more

8 metrics

Beneficial ownership 9,574,639 shares Aggregate OCFC common stock beneficially owned by Warburg Pincus reporting persons

Ownership percentage 9.9% Percentage of OCFC common stock outstanding represented by 9,574,639 shares

Shares outstanding 96,645,219 shares OCFC common stock outstanding as of August 3, 2026 per Form 10-Q

WPGG14 Investor holdings 6,415,008 shares OCFC shares directly held by WPGG14 Investor and pledged under the margin loan

WPFSII Investor holdings 3,159,631 shares OCFC shares directly held by WPFSII Investor

Margin loan balance $61.5 million Amount borrowed by WPGG14 Investor as of August 18, 2026 under the Margin Loan Agreement

Pledged OCFC shares 6,415,008 shares OCFC shares pledged as collateral under the Margin Loan Agreement

Loan maturity July 31, 2028 Stated maturity date for loans under the Margin Loan Agreement (on or about)

Key Terms

Schedule 13D, beneficially own, Margin Loan Agreement, Pledged Shares, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 1 amends and supplements the filed by the Warburg"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"The Warburg Pincus Reporting Persons beneficially own an aggregate of 9,574,639"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Margin Loan Agreement financial

"WPGG14 Investor has entered into a Margin Loan Agreement dated as of August 17, 2026"

Pledged Shares financial

"the Pledged Shares and other collateral, in each case, in accordance with the Margin"

dispositive power financial

"Sole Dispositive Power 0.00 10 | Shared Dispositive Power 6,415,008.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

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

How much of OceanFirst Financial Corp. (OCFC) does the Warburg Pincus group currently beneficially own?

The Warburg Pincus reporting group beneficially owns 9,574,639 OCFC shares, representing 9.9% of the common stock. This percentage is calculated using 96,645,219 shares outstanding as of August 3, 2026, as disclosed in OceanFirst’s Form 10-Q.

Which Warburg Pincus entities directly hold OceanFirst Financial Corp. (OCFC) shares?

Two entities directly hold OCFC shares: WPGG14 Investor holds 6,415,008 shares, and WPFSII Investor holds 3,159,631 shares. Other Warburg Pincus partnerships and general partners are listed as having shared voting and dispositive power over these holdings.

What margin loan has been taken against OceanFirst Financial Corp. (OCFC) shares?

WPGG14 Investor entered a Margin Loan Agreement dated August 17, 2026 and, as of August 18, 2026, had borrowed $61.5 million. The loan is secured by 6,415,008 OCFC shares, 1,214 NVCE Stock, and other collateral, with customary lender rights.

When does the margin loan related to OceanFirst Financial Corp. (OCFC) mature?

The loans under the Margin Loan Agreement are stated to mature on or about July 31, 2028. Until maturity, the pledged 6,415,008 OCFC shares and related collateral secure the borrower’s obligations, subject to customary prepayment, collateral, and foreclosure rights.

Are NVCE Stock and warrants included in Warburg Pincus’s reported OCFC ownership?

No. The filing states that NVCE Stock and related warrants held by WPGG14 Investor and WPFSII Investor are not included in the reported OCFC ownership because the NVCE Stock is not currently convertible by the Warburg Pincus reporting persons into OceanFirst common stock.

Have the Warburg Pincus reporting persons recently traded OceanFirst Financial Corp. (OCFC) stock?

The filing states that, except as described in the statement, none of the Warburg Pincus reporting persons, nor the individuals listed on Schedule A, has effected any OCFC common stock transactions in the past 60 days.

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

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Available on EDGAR 08/19/2026 - 05:16 PM Accepted by SEC EDGAR 08/19/2026 - 05:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

OceanFirst Financial Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

675234108

(CUSIP Number)

WPGG 14 Orion Investments,L.P.
c/o Warburg Pincus LLC, 450 Lexington Avenue
New York, NY, 10017
(212) 878-0600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

WPGG 14 Orion Investments, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,415,008.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,415,008.00

11

Aggregate amount beneficially owned by each reporting person

6,415,008.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

WPFS II Orion Investments, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,159,631.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,159,631.00

11

Aggregate amount beneficially owned by each reporting person

3,159,631.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,688,558.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,688,558.00

11

Aggregate amount beneficially owned by each reporting person

1,688,558.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 877,188.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 877,188.00

11

Aggregate amount beneficially owned by each reporting person

877,188.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus Global Growth 14-B (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,147,167.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,147,167.00

11

Aggregate amount beneficially owned by each reporting person

2,147,167.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus Global Growth 14-E (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 706,806.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 706,806.00

11

Aggregate amount beneficially owned by each reporting person

706,806.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus Global Growth 14 Partners (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 272,702.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 272,702.00

11

Aggregate amount beneficially owned by each reporting person

272,702.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

WP Global Growth 14 Partners (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 722,587.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 722,587.00

11

Aggregate amount beneficially owned by each reporting person

722,587.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus Financial Sector II (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,643,758.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,643,758.00

11

Aggregate amount beneficially owned by each reporting person

2,643,758.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus Financial Sector II-E (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 250,401.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 250,401.00

11

Aggregate amount beneficially owned by each reporting person

250,401.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus Financial Sector II Partners (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 265,472.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 265,472.00

11

Aggregate amount beneficially owned by each reporting person

265,472.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

WPGG 14 Orion Investments GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,415,008.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,415,008.00

11

Aggregate amount beneficially owned by each reporting person

6,415,008.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

WPFS II Orion Investments GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,159,631.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,159,631.00

11

Aggregate amount beneficially owned by each reporting person

3,159,631.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus (Cayman) Global Growth 14 GP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,415,008.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,415,008.00

11

Aggregate amount beneficially owned by each reporting person

6,415,008.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus (Cayman) Global Growth 14 GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,415,008.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,415,008.00

11

Aggregate amount beneficially owned by each reporting person

6,415,008.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus (Cayman) Financial Sector II GP, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,159,631.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,159,631.00

11

Aggregate amount beneficially owned by each reporting person

3,159,631.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus (Cayman) Financial Sector II GP LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,159,631.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,159,631.00

11

Aggregate amount beneficially owned by each reporting person

3,159,631.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus Partners II (Cayman), L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,574,639.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,574,639.00

11

Aggregate amount beneficially owned by each reporting person

9,574,639.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus (Bermuda) Private Equity GP Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BERMUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,574,639.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,574,639.00

11

Aggregate amount beneficially owned by each reporting person

9,574,639.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

CUSIP Number(s): 675234108

1

Name of reporting person

Warburg Pincus LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,574,639.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,574,639.00

11

Aggregate amount beneficially owned by each reporting person

9,574,639.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percent of class is calculated based upon 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: OceanFirst Financial Corp.
(c)	Address of Issuer's Principal Executive Offices: 110 West Front Street, Red Bank, NEW JERSEY , 07701.
Item 1 Comment: This Amendment No. 1 (this "Amendment No. 1") amends and supplements the Schedule 13D filed by the Warburg Pincus Reporting Persons on June 8, 2026 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Information in respect of each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person. The beneficial ownership reported herein has been rounded to the nearest whole share, as applicable, unless otherwise specified.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows and as set forth in subsections (b) and (c) hereto: The information set forth in rows (11) and (13) of each cover page of this Amendment No. 1 is incorporated by reference into this Item 5(a). The Warburg Pincus Reporting Persons beneficially own an aggregate of 9,574,639 shares of Common Stock, representing 9.9% of the Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are calculated assuming 96,645,219 shares of Common Stock outstanding as of August 3, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on August 7, 2026. As of the date hereof, WPGG14 Investor directly holds 6,415,008 shares of Common Stock and WPFSII Investor directly holds 3,159,631 shares of Common Stock. Additionally, the reported amounts do not include NVCE Stock and Warrants to acquire NVCE Stock held by WPGG 14 Investor and WPFSII Investor, provided that, as described in Item 4 of the Schedule 13D, NVCE Stock is not currently convertible by the Warburg Pincus Reporting Persons and accordingly, the Warburg Pincus Reporting Persons do not have the right to acquire Common Stock otherwise issuable in respect of such NVCE Stock. WPGG14 Investor is controlled by the WP Global Growth 14 Funds, and WPGG14 Orion GP is the general partner of WPGG14 Investor; WPFSII Investor is controlled by the WP Financial Sector II Funds, and WPFSII Orion GP is the general partner of WPFSII Investor; WPGG Cayman 14 GP is the general partner of each of the WP Global Growth 14 Funds; WPGG Cayman 14 GP LLC is the general partner of WPGG Cayman 14 GP; WPFS Cayman II GP is the general partner of each of the WP Financial Sector II Funds; WPFS Cayman II GP LLC is the general partner of WPFS Cayman II GP; WPP II Cayman is the managing member of WPGG Cayman 14 GP LLC and WPFS Cayman II GP LLC; WP Bermuda GP is the general partner of WPP II Cayman; and WP LLC is the manager of the WP Global Growth 14 Funds and WP Financial Sector II Funds. Investment and voting decisions with respect to the shares of Common Stock held by the Warburg Pincus Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares of Common Stock held by the Warburg Pincus Reporting Persons. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person (except for WPGG14 Investor, the WP Global Growth 14 Funds, WPFSII Investor, and WP Financial Sector II Funds to the extent set forth herein) is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) or Section 13(g) of the Exchange Act or for any other purpose and each of the Warburg Pincus Reporting Persons expressly disclaims beneficial ownership of such Common Stock. Except as set forth in this Statement, to the best knowledge of the Warburg Pincus Reporting Persons, none of the individuals listed on Schedule A attached hereto beneficially owns any Common Stock.
(b)	The information set forth in rows (7) through (10) of each cover page of this Amendment No. 1 and the information set forth in Item 5(a) hereof is incorporated by reference into this Item 5(b).
(c)	Except as set forth in this Statement, none of the Warburg Pincus Reporting Persons or, to the best knowledge of the Warburg Pincus Reporting Persons, any of the other persons set forth on Schedule A attached hereto, has effected any transaction in Common Stock in the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented by adding the following at the end thereof: WPGG14 Investor has entered into a Margin Loan Agreement dated as of August 17, 2026 (as amended from time to time, the "Loan Agreement" and together with any borrowing notice and each agreement or instrument delivered pursuant to the foregoing or pursuant to the security interests and collateral granted in accordance with the foregoing, including pursuant to one or more pledge and security agreements, the "Margin Loan Documentation"), with the lenders party thereto (each, a "Lender" and collectively, the "Lenders") and HSBC Bank USA, National Association, as administrative agent and collateral agent (the "Administrative Agent"). As of August 18, 2026, WPGG14 Investor has borrowed an aggregate of $61.5 million (not including any interest paid in kind) under the Loan Agreement. Pursuant to the Loan Agreement, WPGG14 Investor's obligations are secured by a pledge of 6,415,008 shares of Common Stock and 1,214 NVCE Stock owned by WPGG14 Investor (the "Pledged Shares") and such other securities and other collateral as may be pledged from time to time. The loans under the Loan Agreement mature on or about July 31, 2028. Upon the occurrence of certain events that are customary for these type of loans, the Lenders may exercise their rights to require WPGG14 Investor to pre-pay the loan proceeds or post additional collateral, and the Lenders may exercise their rights to foreclose on, and dispose of, the Pledged Shares and other collateral, in each case, in accordance with the Margin Loan Documentation.
Item 7.	Material to be Filed as Exhibits.
	The following documents are incorporated by reference as exhibits to this Statement: Exhibit Number Description of Exhibit 99.1 Joint Filing Agreement, dated as of June 8, 2026 (incorporated by reference to Exhibit 99.1 of the Schedule 13D filed by the Reporting Persons on June 8, 2026). 99.2 Schedule A (incorporated by reference to Exhibit 99.2 of the Schedule 13D filed by the Reporting Persons on June 8, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WPGG 14 Orion Investments, L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Vice President and Secretary
Date:	08/19/2026

WPFS II Orion Investments, L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus Global Growth 14-B (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus Global Growth 14-E (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus Global Growth 14 Partners (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

WP Global Growth 14 Partners (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus Financial Sector II (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus Financial Sector II-E (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus Financial Sector II Partners (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

WPGG 14 Orion Investments GP, LLC

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

WPFS II Orion Investments GP, LLC

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus (Cayman) Global Growth 14 GP, L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus (Cayman) Global Growth 14 GP LLC

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus (Cayman) Financial Sector II GP, L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus (Cayman) Financial Sector II GP LLC

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus Partners II (Cayman), L.P.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus (Bermuda) Private Equity GP Ltd.

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Authorised Signatory
Date:	08/19/2026

Warburg Pincus LLC

Signature:	/s/ David Sreter
Name/Title:	David Sreter/Managing Director
Date:	08/19/2026

Comments accompanying signature:

WPGG 14 ORION INVESTMENTS, L.P. By: WPGG 14 Orion Investments GP, LLC, its general partner; WPFS II ORION INVESTMENTS, L.P. By: WPFS II Orion Investments GP, LLC, its general partner; WPGG 14 ORION INVESTMENTS GP, LLC By: Warburg Pincus Global Growth 14-B (Cayman), L.P., its managing member By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WPFS II ORION INVESTMENTS GP, LLC By: Warburg Pincus Financial Sector II (Cayman), L.P., its managing member By: Warburg Pincus (Cayman) Financial Sector II GP, L.P., its general partner By: Warburg Pincus (Cayman) Financial Sector II GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS (CALLISTO) GLOBAL GROWTH 14 (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS (EUROPA) GLOBAL GROWTH 14 (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS GLOBAL GROWTH 14-B (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS GLOBAL GROWTH 14-E (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS GLOBAL GROWTH 14 PARTNERS (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WP GLOBAL GROWTH 14 PARTNERS (CAYMAN), L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP, L.P., its general partner By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS FINANCIAL SECTOR II (CAYMAN), L.P. By: Warburg Pincus (Cayman) Financial Sector II GP, L.P., its general partner By: Warburg Pincus (Cayman) Financial Sector II GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS FINANCIAL SECTOR II-E (CAYMAN), L.P. By: Warburg Pincus (Cayman) Financial Sector II GP, L.P., its general partner By: Warburg Pincus (Cayman) Financial Sector II GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS FINANCIAL SECTOR II PARTNERS (CAYMAN), L.P. By: Warburg Pincus (Cayman) Financial Sector II GP, L.P., its general partner By: Warburg Pincus (Cayman) Financial Sector II GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP, L.P. By: Warburg Pincus (Cayman) Global Growth 14 GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS (CAYMAN) GLOBAL GROWTH 14 GP LLC By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP, L.P. By: Warburg Pincus (Cayman) Financial Sector II GP LLC, its general partner By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR II GP LLC By: Warburg Pincus Partners II (Cayman), L.P., its managing member By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner; WARBURG PINCUS PARTNERS II (CAYMAN), L.P. By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner