As filed with the Securities and Exchange Commission on December 6, 2018September 20, 2019

RegistrationNo. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

110 WEST FRONT STREET, RED BANK, NEW JERSEY 07701

(732)240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Christopher D. Maher

President and Chief Executive Officer

110 West Front Street

Red Bank, New Jersey 07701

(732)240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the conditions to the closing of the mergerTransactions described herein have been satisfied or waived.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION — DATED DECEMBER 6, 2018SEPTEMBER 20, 2019

Prospectus		Proxy Statement

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:Two River Shareholders:

On October 25, 2018,August 9, 2019, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Hammerhead Merger Sub Corp., a New Jersey corporation and wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), and Two River Bancorp, a New Jersey corporation (which we refer to as “Two River”), entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of OceanFirst and Two River. Under the terms of the merger agreement, (i) Merger Sub will merge with and into Two River (which we refer to as the “first-step merger”), with Two River continuing as the surviving corporation in the first-step merger and as a wholly-owned subsidiary of OceanFirst, (ii) immediately following the completion of the first-step merger, Two River will merge with and into OceanFirst (which we refer to as the “second-step merger” and, together with the first-step merger, the “integrated mergers”), with OceanFirst continuing as the surviving corporation in the second-step merger, and (iii) immediately following the completion of the integrated mergers, Two River Community Bank, a New Jersey charterednon-member bank and a wholly-owned subsidiary of Two River (which we refer to as “Two River Bank”), will merge with and into OceanFirst Bank, National Association, a national banking association and a wholly-owned subsidiary of OceanFirst (which we refer to as “OceanFirst Bank”), and Capitalwith OceanFirst Bank of New Jersey, a New Jersey chartered commercialbeing the surviving bank (which we refer to as “Capital Bank”), entered into an Agreementthe “bank merger” and, Plan of Merger (which we refer to astogether with the “merger agreement”) that provides forintegrated mergers, the merger of OceanFirst Bank and Capital Bank. Under the terms of the merger agreement, Capital Bank will merge with and into OceanFirst Bank, with OceanFirst Bank continuing as the surviving bank and as a wholly-owned subsidiary of OceanFirst.“Transactions”).

At the effective time of the first-step merger (which we refer to as the “effective time”), each outstanding share of the common stock, no par value, of Capital Bank,Two River (which we refer to as “Two River common stock”), except for specified shares of Capital BankTwo River common stock owned by Capital Bank,Two River as treasury shares, any subsidiary of Two River, OceanFirst or stockholders who have properly exercised dissenters’ rights,any subsidiary of OceanFirst (other than any such shares held in employee benefit plans or related trust account, managed accounts, mutual funds, or otherwise held in a fiduciary capacity or as a result of debt previously contracted) (which we refer to as the “exception shares”), will be converted into the right to receive 1.25$5.375 in cash, without interest (which we refer to as the “cash consideration”), and 0.6663 shares (such number being referred to as the “exchange ratio” and such shares being referred to as “stock consideration” and together with the cash consideration, the “merger consideration”) of the common stock of OceanFirst, par value $0.01 per share (which we refer to as “OceanFirst common stock”), together with cash in lieu of the fractional shares, if any, each such Capital Bank stockholder would have otherwise been entitled to receive in the merger.any.

Although the number of shares of OceanFirst common stock that holders of Capital BankTwo River common stock will be entitled to receive as the stock portion of the merger consideration is fixed, the market value of such shares (and, therefore, the value of the stock portion of the merger consideration) will fluctuate with the market price of OceanFirst common stock and will not be known at the time Capital Bank stockholdersTwo River shareholders vote on the first-step merger. However, as described in more detail elsewhere in thisthe accompanying proxy statement/prospectus, under the terms of the merger agreement, if the average of the daily closing prices of OceanFirst common stock over a specified period of time closeprior to the expected closing datereceipt of all requisite regulatory approvals for the mergerTransactions (disregarding any applicable waiting period) decreases below certain specified thresholds, Capital BankTwo River would have a right to terminate the merger agreement, unless OceanFirst elects to increase the 1.25 share exchange ratio, which would result in additional shares of OceanFirst common stock being issued. Based on the $25.06$23.14 closing price of OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “NASDAQ”“Nasdaq”) on October 25, 2018,August 8, 2019, the last full trading day before the public announcement of the merger,Transactions, the per share value of the merger consideration was equal to $31.33.$20.79. Based on the $[●] closing price of OceanFirst common stock on the NASDAQNasdaq on [●], 2018,2019, the latest practicable trading day before the printing of thisthe accompanying proxy statement/prospectus, the per share value of the merger consideration was equal to $[●]. Based on the 1.25 exchange ratio and the number of shares of Capital BankTwo River common stock outstanding as of [●], 2018 (which includes the number of shares of Capital Bank common stock underlying Capital Bank’s stock option and restricted stock awards as of [●], 2018),2019, the maximum number of shares of OceanFirst common stock estimated to be issuable at the effective time is [●].We urge you to obtain current market quotations for OceanFirst (trading symbol “OCFC”) and Capital Bank (OTC PinkTwo River (trading symbol “CANJ”“TRCB”).

Capital BankTwo River will hold a special meeting of its stockholdersshareholders in connection with the merger.Transactions. At the special meeting, Capital Bank stockholdersTwo River shareholders will be asked to vote to approve the merger agreement, and the mergertransactions contemplated thereby, and a related mattermatters as described in thisthe accompanying proxy statement/prospectus. Under the New Jersey Banking Act and the National Bank Act,law, approval of the merger agreement requires the affirmative vote of at least a majority of the votes cast at the special meeting by the holders of at leasttwo-thirdsshares of theTwo River common stock of Capital Bank entitled to vote at the special meeting.

Capital Bank stockholders are or may be entitled to assert dissenters’ rights with respect to the merger under Section 215a of the National Bank Act (which we refer to as “12 U.S.C. § 215a”). Any stockholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in 12 U.S.C. § 215a, a copy of which is included asAnnex B to the accompanying proxy statement/prospectus. A description of these procedures is included in the section entitled “The Merger — Dissenters’ Rights” in the accompanying proxy statement/prospectus.

The special meeting is scheduled to be held on [●], 2019 at the Luciano Conference Center, Cumberland County College,[●], at [●] local time.

The Capital BankTwo River board of directors unanimously recommends that Capital Bank stockholdersTwo River shareholders vote “FOR” the approval of the merger agreement and the transactions contemplated thereby, including the first-step merger, and “FOR” the other proposalproposals to be considered at the special meeting.

ThisThe accompanying proxy statement/prospectus describes the special meeting, the merger,Transactions, the documents related to the mergerTransactions and other related matters. Please carefully read thisthe entire accompanying proxy statement/prospectus, including “Risk Factors,” beginning on page [●[●], for a discussion of the risks relating to the merger.Transactions. You also can obtain information about OceanFirst from documents that it has filed with the Securities and Exchange Commission.

Christopher D. Maher President and Chief Executive Officer OceanFirst Financial Corp.		David J. HanrahanWilliam D. Moss Chairman of the Board, President and Chief Executive Officer Capital Bank of New JerseyTwo River Bancorp

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the first-step merger or passed upon the adequacy or accuracy of thisthe accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the first-step merger are not savings or deposit accounts or other obligations of any bank ornon-bank subsidiary of either OceanFirst or Capital Bank,Two River, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of thisthe accompanying proxy statement/prospectus is [●], 20182019 and it is first being mailed or otherwise delivered to the stockholdersshareholders of Capital BankTwo River on or about [●], 2018.2019.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERSSHAREHOLDERS

To our Stockholders:Two River Shareholders:

A special meeting of the stockholdersshareholders of Capital Bank of New Jersey,Two River Bancorp, or Capital Bank,Two River, is scheduled to be held at [●] local time, on [●], 2019, at the Luciano Conference Center, Cumberland County College[●] to consider and vote upon the following proposals:

We have fixed the close of business on [●], 20182019 as the record date for the special meeting. Only Capital Bank stockholdersTwo River shareholders of record as of thisthe record date are entitled to notice of, and to vote at, the special meeting, or any adjournment of the special meeting. Under the New Jersey Banking Act and the National Bank Act,law, approval of the merger proposal requires the affirmative vote of at least a majority of the votes cast at the special meeting by the holders of shares of Two River common stock entitled to vote at leasttwo-thirdsthe special meeting. Approval of the compensation proposal requires the affirmative vote of at least a majority of the votes cast at the special meeting by the holders of shares of Two River common stock of Capital Bank entitled to vote at the special meeting. The adjournment proposal will be approved if the holders of a majority of the shares representedvotes cast at the special meeting provided a quorum is present,by the holders of shares of Two River common stock entitled to vote at the special meeting vote in favor of such proposal.

Capital Bank stockholders are or may be entitled to assert dissenters’ rights with respect to the merger described above under 12 U.S.C. § 215a. Any stockholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in 12 U.S.C. § 215a, a copy of which is included asAnnex B to the accompanying proxy statement/prospectus. A description of these procedures is included in the section entitled “The Merger — Dissenters’ Rights” in the accompanying proxy statement/prospectus.

Our board of directors has unanimously approved the Agreement and Plan of Merger, has determined that such agreement and the transactions contemplated by such agreement, including the first-step merger, of Capital Bank with and into OceanFirst Bank, are advisable, fair to and in the best interests of Capital BankTwo River and its stockholders,shareholders, and unanimously recommends that stockholdersshareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Your vote is very important. We cannot complete the first-step merger described above unless the holders of at leasttwo-thirds of our outstanding shares of common stockTwo River shareholders approve the merger proposal.

Regardless of whether you plan to attend the special meeting, please vote as soon as possible. If you hold shares of Two River common stock in your name as a stockholdershareholder of record of Capital Bank,Two River, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. You may also vote by telephone or through the Internet.Internet by following the instructions on the proxy card. If you hold your shares of Two River common stock in “street name” through a bank, broker or broker,other nominee, please follow the instructions on the voting instruction card furnished by the record holder.

The accompanying proxy statement/prospectus provides a detailed description of the special meeting, the merger of Capital Bank with and into OceanFirst Bank,Transactions, the documents related to the mergerTransactions and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

David J. Hanrahan

William D. Moss

Chairman of the Board,

President and Chief Executive Officer

Capital Bank of New JerseyTwo River Bancorp

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about OceanFirst and Two River from documents filed with the Securities and Exchange Commission (which we refer to as the “SEC”) that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by OceanFirst and/or Two River at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting OceanFirstthe applicable company at the following address:

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the special meeting. This means that Capital Bank stockholdersTwo River shareholders requesting documents must do so by [●], 2019, in order to receive them before the special meeting.

You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [●], 2018,2019, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such document, and neither the mailing of this document to Capital Bank stockholdersTwo River shareholders nor the issuance by OceanFirst of shares of OceanFirst common stock in connection with the mergerTransactions will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Capital BankTwo River has been provided by Capital BankTwo River and information contained in this document regarding OceanFirst has been provided by OceanFirst.

See “Where“Where You Can Find More Information”Information” beginning on page [●] for more details.

TABLE OF CONTENTS

i

ii

ANNEXES

iii

QUESTIONS AND ANSWERS

The following are some questions that you, as a holder of Capital BankTwo River common stock (which we refer to as a “Capital Bank stockholder”“Two River shareholder”), may have about the mergerTransactions or the special meeting and brief answers to those questions. We urge you to read carefully all of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the mergerTransactions or the special meeting. For details about where you can find additional important information, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].

Unless the context otherwise requires, references in this proxy statement/prospectus to “OceanFirst” refer to OceanFirst Financial Corp., a Delaware corporation, and its subsidiaries, and references to “Capital Bank”“Two River” refer to Capital Bank of New Jersey,Two River Bancorp, a New Jersey chartered commercial bank,corporation, and its subsidiaries.

Q: What isare the Merger?Transactions?

A: OceanFirst, Hammerhead Merger Sub Corp., a New Jersey corporation and wholly-owned subsidiary of OceanFirst Bank(which we refer to as “Merger Sub”), and Capital BankTwo River entered into an Agreement and Plan of Merger on August 9, 2019 (which we refer to as the merger agreement on October 25, 2018,“merger agreement”), which provides for the strategic acquisition of Capital BankTwo River by OceanFirst Bank.OceanFirst.

Under the terms of the merger agreement, Capital Bankagreement:

A copy of the merger agreement is included in this proxy statement/prospectus asAnnex A.

The mergerintegrated mergers cannot be completed unless, among other things, the holders of the common stock, no par value, $5.00 per share, of Capital BankTwo River (which we refer to as the “Capital Bank“Two River common stock”) approve the merger agreement and the transactions contemplated by that agreement, including the first-step merger, by an affirmative vote of at least a majority of the votes cast at the special meeting by the holders of at leasttwo-thirdsshares of theTwo River common stock of Capital Bank entitled to vote at the special meeting.

The completion of the mergerintegrated mergers is subject to the satisfaction or waiver of additional customary conditions, which are discussed in the section of this proxy statement/prospectus entitled “The“The Merger Agreement — Conditions to Complete the Merger”Integrated Mergers” beginning on page [●].

Q: Why am I receiving this proxy statement/prospectus?

A: We are delivering this document to you because it is a proxy statement being used by the Capital BankTwo River board of directors (which we refer to as the “Capital Bank“Two River board”) to solicit proxies from the stockholdersshareholders of Capital BankTwo River in connection with approval of the merger agreement and a related matter.matters.

In order to approve the merger agreement and the transactions contemplated thereby, including the first-step merger, Capital BankTwo River has called a special meeting of the Capital Bank stockholdersTwo River shareholders (which we refer to as the “special meeting”). This document also serves as a notice of the special meeting and describes the proposals to be presented at the special meeting.

In addition, this document is also a prospectus of OceanFirst that is being delivered to Capital Bank stockholdersTwo River shareholders because OceanFirst is offering shares of the common stock, par value $0.01 per share, of OceanFirst (which we refer to as the “OceanFirst common stock”) to Capital Bank stockholdersTwo River shareholders as a portion of the consideration in the first-step merger.

This proxy statement/prospectus contains important information about the merger.Transactions. This document also contains important information about the proposals being voted on at the special meeting. You should read this document carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending the special meeting.Your vote is important. We encourage you to submit your proxy as soon as possible.

Bancorp 2007 Equity Incentive Plan (which we refer to as the “Two River equity plan”), whether vested or unvested)unvested (which we refer to purchase Capital Bank common stockas “stock options”), will be cancelledcanceled, extinguished and exchanged for a payment ininto the right to receive an amount of cash (without interest) equal to the product of (a) the aggregate number of shares of Capital BankTwo River common stock issuable upon exercise of thesuch stock option and (b) the excess, if any, of (i) the sum of (A) the cash consideration and (B) the product of the exchange ratio and the VWAP of OceanFirst’sOceanFirst common stock on the NASDAQNasdaq for the five full trading days ending on the last trading day preceding the closing dateof the integrated mergers, over (ii) theper-share exercise price of such stock option. The cash payment

Restricted Stock: Upon approval of the merger agreement and the transactions contemplated thereby by the Two River shareholders at the special meeting, pursuant to the terms of the Two River equity plan, each restricted stock granted by Two River in respect of shares of Two River common stock that is payable as soon as practicable aftergranted under the Two River equity plan and is outstanding immediately prior to the effective time.time (which we refer to as shares of “restricted stock”) will become fully vested and the restrictions thereon will lapse. At the effective time, each holder of a vested share of restricted stock will be entitled to receive the per share merger consideration in exchange for such share of restricted stock.

Employee Stock Purchase Plan: Effective as of October 15, 2019, Two River will terminate the Two River Bancorp Employee Stock Purchase Plan (which we refer to as the “ESPP”), pursuant to which eligible employees could purchase Two River common stock through payroll deductions.

Q: Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time that the first-step merger is completed?

A: Yes. Because the exchange ratio is fixed, the value of the stock portion of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the closing date because the market value for OceanFirst common stock will fluctuate. The cash consideration is fixed.

Q: How does the Capital BankTwo River board recommend that I vote at the special meeting?

A: The Capital BankTwo River board unanimously recommends that you vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Q: What constitutes a quorum for the special meeting?

A: The presence at the special meeting, in person or by proxy, of holders of shares of Two River common stock entitled to cast a majority of the outstanding shares of Capital Bank common stock entitled to be votedvotes at the special meeting will constitute a quorum for the transaction of business at the special meeting. Once a share is represented for any purpose at the special meeting, it is deemed present for quorum purposes for the remainder of the special meeting or any adjournment of the special meeting.

Abstentions, and brokernon-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. Brokernon-votes, if any, will not be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum because it is expected that all proposals to be voted on at the special meeting will be“non-routine” matters (i.e., matters with respect to which banks, brokers or other nominees do not have discretion to vote shares of Two River common stock, as discussed in more detail below under the question “What is a brokernon-vote?”).

Q: What is the vote required to approve each proposal at the special meeting?

A: The merger proposal:

The compensation proposal:

The adjournment proposal:

Q: Why is my vote important?

A: If you do not vote, or fail to instruct your bank, broker or other nominee how to vote, it will be more difficult for Capital BankTwo River to obtain the necessary quorum to hold the special meeting. If you are a Capital Bank stockholder,Two River shareholder, your failure to submit a proxy or vote in person, or failure to

effect on the merger proposal.approval of such proposal, even though such approval is a condition to the completion of the integrated mergers. The merger proposal must be approved by the affirmative vote of at least a majority of the votes cast at the special meeting by the holders of at leasttwo-thirdsshares of theTwo River common stock of Capital Bank entitled to vote at the special meeting. The Capital BankTwo River board unanimously recommends that stockholdersshareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Q: What is a brokernon-vote?

A: A brokernon-vote occurs when a bank, broker or other nominee is not permitted to vote without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to“non-routine” matters.

All of the proposals currently scheduled for consideration at the special meeting are“non-routine” matters. If your bank, broker or other nominee holds your shares of Two River common stock in “street name,” such entity will vote your shares of Two River common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this proxy statement/prospectus.

Q: If my shares of Two River common stock are held in “street name” by my bank, broker or broker,other nominee, will my bank, broker or brokerother nominee automatically vote my shares for me?

A: No. Your bank, broker or brokerother nominee cannot vote your shares without instructions from you. You shouldmust instruct your bank, broker or brokerother nominee how to vote your shares in accordance with the instructions provided to you.you if you want your bank, broker or other nominee to vote your shares. Please check the voting form used by your bank, broker or broker.other nominee.

Q: Can I attend the special meeting and vote my shares of Two River common stock in person?

A: Yes. All Capital Bank stockholders,Two River shareholders, including stockholdersshareholders of record and stockholdersshareholders who hold their shares “in street name” through banks, brokers nominees or any other holder of record,nominees, are invited to attend the Capital Bankspecial meeting. Holders of record of Capital BankTwo River common stock can vote in person at the special meeting. If you are not a stockholderTwo River shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares of Two River common stock, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meeting is prohibited.

Q: Can I change my vote?

A: Yes. If you are a holder of record of Capital BankTwo River common stock, you may change your vote or revoke any proxy at any time before it is voted at the special meeting by (i) signing and returning a proxy with a later date, (ii) delivering a written revocation letternotice to Capital Bank’sTwo River’s corporate secretary or (iii) attending the special meeting in person and delivering to the corporate secretary of Capital Bank a written notice of your intention to vote in person and voting by ballot at the special meetingtelephone or (iv) voting through the Internet prior to midnight on January [●], 2019. Attendance at the special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by Capital BankTwo River after the vote will not affect the vote. Capital Bank’sTwo River’s corporate secretary’s mailing address is: Corporate Secretary, Capital Bank ofTwo River Bancorp, 766 Shrewsbury Avenue, Tinton Falls, New Jersey 175 South Main Road, Vineland, New Jersey 08360.07724.

If you hold your shares of Capital BankTwo River common stock in “street name” through a bank, broker or broker,other nominee, you shouldmust contact your bank, broker or brokerother nominee to change your vote or revoke your proxy.

Q: What are the U.S. federal income tax consequences of the mergerintegrated mergers to Capital Bank stockholders?Two River shareholders?

A: OceanFirst and Capital Bank intend forThe parties expect the merger to qualifyintegrated mergers will be treated as an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”). As a condition to, and the respective obligationsobligation of each of OceanFirst and Capital BankTwo River to each complete the merger transactions, OceanFirst shall receiveintegrated mergers is conditioned upon the receipt of an opinion from Skadden, Arps, Slate, Meagher & Flom LLP (which we referof its counsel to as “Skadden”) and Capital Bank shall receive an opinion from Stevens & Lee, each to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.effect. Neither OceanFirst nor Capital BankTwo River currently intends to waive these conditions. Assuming that the mergerintegrated mergers are treated as an integrated transaction that qualifies as a reorganization within the meaning of Section 368(a) of the Code, Two River shareholders will generally recognize gain (but not loss) in an amount not to exceed the cash portion of the merger consideration for U.S. federal income tax purposes, a U.S. holder (as defined in the section of this proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences” beginning on page [●]) of Capital Bank common stock generally will not recognize gain or loss, except with respect to cash received in lieu of fractional shares of OceanFirst common stock.

special meeting but before the date of the special meeting, you will retain your right to vote at the special