OceanFirst Financial Corp美股招股说明书(2025-10-28版)

6.375%Fixed-to-FloatingRate Subordinated Notes due 2035 We are offering $185,000,000 aggregate principal amount of 6.375%fixed-to-floatingrate subordinated notes due 2035 (the “Notes”) pursuant to this prospectus supplement and theaccompanying prospectus. The Notes will be offered in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on November15, 2035(the “Maturity Date”). From and including the date of original issuance to, but excluding, November15, 2030 or the date of earlier redemption (the “fixed rate period”), the Notes will bearinterest at an initial rate of 6.375% per annum, payable semi-annually in arrears on May15 and November15 of each year, commencing on May15, 2026. The last interest payment date forthe fixed rate period will be November15, 2030. From and including November15, 2030 to, but excluding, the Maturity Date or the date of earlier redemption (the “floating rate period”), theNotes will bear interest at a floating rate per annum equal to the Benchmark rate (which is expected to be Three-Month Term SOFR), each as defined and subject to the provisions describedunder “Description of the Notes— General” in this prospectus supplement, plus 307.5 basis points, payable quarterly in arrears on February15, May15, August15 and November15 of eachyear, commencing on February15, 2031. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate will be deemed to be zero. We may, at our option, beginning with the interest payment date of November15, 2030 and on any interest payment date thereafter, redeem the Notes, in whole or in part. In addition, we may,at our option, redeem the Notes prior to maturity, in whole but not in part, upon or after the occurrence of a “Tier 2 Capital Event” or a “Tax Event” (each as defined under “Description ofNotes” in this prospectus supplement) or our being required to register as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Notes willnot otherwise be redeemable by us prior to maturity, unless certain events occur, as described under “Description of the Notes—Redemption” in this prospectus supplement. The redemptionprice for any redemption is 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any redemption ofthe Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the extent then required under applicable laws orregulations, including capital regulations. The Notes will be unsecured subordinated obligations, will rankparipassu, or equally, with all of our existing and future unsecured subordinated debt, will be senior to all of our existing andfuture junior subordinated debt and will be junior to all of our existing and future senior debt. The Notes will be structurally subordinated to all existing and future liabilities of oursubsidiaries and will be effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness. There will be nosinking fund for the Notes. The Notes will be obligations of OceanFirst Financial Corp. (“OceanFirst” or the “Company”) only and will not be obligations of, and will not be guaranteed by,any of OceanFirst’s subsidiaries. For a more detailed description of the Notes, see “Description of the Notes.” Prior to this offering, there has been no public market for the Notes. The Notes will not be listed on any securities exchange or included in any automated quotation system. The Notes are not deposits and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency. The Notes are ineligible as collateralfor a loan or extension of credit from OceanFirst or any of its subsidiaries. None of the U.S. Securities and Exchange Commission (the “SEC”), the FDIC, the Federal Reserve, theOffice of the Comptroller of the Currency (the “OCC”) or any other bank regulatory agency or any state securities commission has approved or disapproved of the Notes or passedupon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Investing in the Notes involves risks. See “Risk Factors” beginning onpageS-12of this prospectus supplement and those riskfactors in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company, against payment on or about October29, 2025. See“Underwriting” in this prospectus supplement for details. Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CE