As filed with the Securities and Exchange Commission on September 20,23, 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 Transactions 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 SEPTEMBER 20,23, 2019

Prospectus		Proxy Statement

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Two RiverCYHC Shareholders:

On August 9, 2019, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), HammerheadMidtown Merger Sub Corp., a New JerseyYork corporation and wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), and Two River Bancorp,Country Bank Holding Company, Inc., a New JerseyYork corporation (which we refer to as “Two River”“CYHC”), 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.CYHC. Under the terms of the merger agreement, (i) Merger Sub will merge with and into Two RiverCYHC (which we refer to as the “first-step merger”), with Two RiverCYHC 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 RiverCYHC 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 CommunityCountry Bank, a New Jersey charteredYork-charterednon-member bank and a wholly-owned subsidiary of Two RiverCYHC (which we refer to as “Two River“Country 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”), with OceanFirst Bank being the surviving bank (which we refer to as the “bank merger” and, together with the integrated mergers, the “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 $0.10 per share, of Two RiverCYHC (which we refer to as “Two River“CYHC common stock”), except for (i) shares of Two RiverCYHC common stock ownedheld by Two RiverCYHC as treasury shares, or CYHC, any subsidiary of Two River,CYHC, OceanFirst or any subsidiary of OceanFirst (other than any such shares held in employee benefit plans or related trust account,accounts, managed accounts, mutual funds and the like or otherwise held in aany fiduciary or agency capacity or as a result of debtdebts previously contracted) (which we refer to as the “exception shares”), and (ii) any shares of CYHC common stock owned by CYHC shareholders who have properly exercised dissenters’ rights, will be converted into the right to receive $5.375 in cash, without interest (which we refer to as the “cash consideration”), and 0.66632,000 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 fractional shares, if any.

Although the number of shares of OceanFirst common stock that holders of Two RiverCYHC 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 Two RiverCYHC shareholders vote on the first-step merger.merger agreement. However, as described in more detail elsewhere in the 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 prior to the receipt of all requisite regulatory approvals for the Transactions (disregarding any applicable waiting period) decreases below certain specified thresholds, Two RiverCYHC would have a right to terminate the merger agreement, unless OceanFirst elects to increase the exchange ratio, which would result in additional shares of OceanFirst common stock being issued. Based on the $23.14 closing price of OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “Nasdaq”) on August 8, 2019, the last full trading day before the public announcement of the Transactions, the per share value of the merger consideration was equal to $20.79.$46,280. Based on the $[●] closing price of OceanFirst common stock on the Nasdaq on [●], 2019, the latest practicable trading day before the printing of the accompanying proxy statement/prospectus, the per share value of the merger consideration was equal to $[●]. Based on the exchange ratio and the number of shares of Two RiverCYHC common stock outstanding as of [●], 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 Two River (tradingCYHC (OTC Pink symbol “TRCB”“CYHC”).

Two RiverCYHC will hold a special meeting of its shareholders in connection with the Transactions. At the special meeting, Two RiverCYHC shareholders will be asked to vote to approveadopt the merger agreement, and the transactions contemplated thereby, and a related mattersmatter as described in the accompanying proxy statement/prospectus. Under New JerseyYork law approvaland CYHC’s organizational documents, adoption of the merger agreement requires the affirmative vote of the holders of at least a majority of the votes cast atof the special meeting by the holders of shares of Two RiverCYHC common stock entitled to vote at the special meeting.

CYHC shareholders are entitled to exercise dissenters’ rights with respect to the first-step merger under Section 910 of the New York Business Corporation Law (which we refer to as the “NYBCL”). Any CYHC shareholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in Sections 623 and 910 of the NYBCL, a copy of which is included asAnnex B to the accompanying proxy statement/prospectus. A description of these procedures is included in the section of the accompanying proxy statement/prospectus entitled “The Transactions — Dissenters’ Rights.”

The special meeting is scheduled to be held on [●], 2019 at [●], at [●] local time.

The Two RiverCYHC board of directors unanimously recommends that Two RiverCYHC shareholders vote “FOR” the approvaladoption of the merger agreement and the transactions contemplated thereby, including the first-step merger, and “FOR” the other proposalsproposal to be considered at the special meeting.

The accompanying proxy statement/prospectus describes the special meeting, the Transactions, the documents related to the Transactions and other related matters. Please carefully read the entire accompanying proxy statement/prospectus, including “Risk Factors,” beginning on page [●], for a discussion of the risks relating to the 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.		William D. Moss Chairman of the Board,Joseph M. Murphy PresidentChairman and Chief Executive Officer Two River BancorpCountry Bank Holding Company, Inc.

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 the 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 Two River,CYHC, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of the accompanying proxy statement/prospectus is [●], 2019 and it is first being mailed or otherwise delivered to the shareholders of Two RiverCYHC on or about [●], 2019.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Two RiverCYHC Shareholders:

A special meeting of the shareholders of Two River Bancorp,Country Bank Holding Company, Inc., or Two River,CYHC, is scheduled to be held at [●] local time, on [●], 2019, at [●] to consider and vote upon the following proposals:

We have fixed the close of business on [●], 2019 as the record date for the special meeting. Only Two RiverCYHC shareholders of record as of the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment of the special meeting. Under New Jersey law, approvalthe NYBCL, adoption of the merger proposal requires the affirmative vote of at leastthe holders of a majority of the votes cast at the special meeting by the holders of shares of Two River common stock entitled to vote at the 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 RiverCYHC common stock entitled to vote at the special meeting. The adjournment proposal will be approved if the majority of the votes cast at the speciala meeting of shareholders by the holders of shares of Two River common stock entitled to vote at the special meeting vote in favor of such proposal.

CYHC shareholders are entitled to exercise dissenters’ rights with respect to the first-step merger under Section 910 of the NYBCL. Any shareholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in Sections 623 and 910 of the NYBCL, a copy of which is included asAnnex B to the accompanying proxy statement/prospectus. A description of these procedures is included in the section of the accompanying proxy statement/prospectus entitled “The Transactions — Dissenters’ Rights.”

Our board of directors has unanimously approvedadopted the Agreement and Plan of Merger, has determined that such agreement and the transactions contemplated by such agreement, including the first-step merger, are advisable fair to and in the best interests of Two RiverCYHC and its shareholders, and unanimously recommends that shareholders 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 unless the Two RiverCYHC shareholders approveadopt 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 RiverCYHC common stock in your name as a shareholder of record of Two River,CYHC, 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 by following the instructions on the proxy card. If you hold your shares of Two RiverCYHC common stock in “street name” through a bank, broker or 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 Transactions, the documents related to the Transactions 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,

William D. MossJoseph M. Murphy

Chairman of the Board,

President and Chief Executive Officer

Two River Bancorp

Country Bank Holding Company, Inc.

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 the applicable companyOceanFirst 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 Two RiverCYHC 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 [●], 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 Two RiverCYHC shareholders nor the issuance by OceanFirst of shares of OceanFirst common stock in connection with the Transactions 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 Two RiverCYHC has been provided by Two RiverCYHC and information contained in this document regarding OceanFirst has been provided by OceanFirst.

See “Where You Can Find More 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 Two RiverCYHC common stock (which we refer to as a “Two River“CYHC shareholder”), may have about the Transactions 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 Transactions 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 “Two River”“CYHC” refer to Two River Bancorp,Country Bank Holding Company, Inc., a New JerseyYork corporation, and its subsidiaries.

Q: What are the Transactions?

A: OceanFirst, HammerheadMidtown Merger Sub Corp., a New JerseyYork corporation and wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), and Two RiverCYHC entered into an Agreement and Plan of Merger on August 9, 2019 (which we refer to as the “merger agreement”), which provides for the strategic acquisition of Two RiverCYHC by OceanFirst.

Under the terms of the merger agreement:

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

The integrated mergers cannot be completed unless, among other things, the holders of the common stock, no par value $0.10 per share, of Two RiverCYHC (which we refer to as the “Two River“CYHC common stock”) approveadopt the merger agreement and the transactions contemplated by that agreement, including the first-step merger, by an affirmative vote of the holders of at least a majority of the votes cast atof the special meeting by the holders of shares of Two RiverCYHC common stock entitled to vote at the special meeting.

The completion of the integrated 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 Merger Agreement — Conditions to Complete the 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 Two RiverCYHC board of directors (which we refer to as the “Two River“CYHC board”) to solicit proxies from the shareholders of Two RiverCYHC in connection with approvaladoption of the merger agreement and approval of a related matters.matter.

In order to approveadopt the merger agreement and the transactions contemplated thereby, including the first-step merger, Two RiverCYHC has called a special meeting of the Two RiverCYHC 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 Two RiverCYHC shareholders because OceanFirst is offering shares of common stock, par value $0.01 per share, of OceanFirst (which we refer to as the “OceanFirst common stock”) to Two RiverCYHC shareholders as a portion of the consideration in the first-step merger.

This proxy statement/prospectus contains important information about the Transactions. This document also contains important information about the proposals being voted on at the special meeting. You should read this entire document carefully and in its entirety.carefully. 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.

Q: In addition to the approvaladoption of the merger agreement and the transactions contemplated by that agreement, including the first-step merger, what else are Two RiverCYHC shareholders being asked to vote on at the special meeting?

A: In addition to the proposal to approveadopt the merger agreement and the transactions contemplated thereby, including the first-step merger (which we refer to as the “merger proposal”), Two RiverCYHC is soliciting proxies from its shareholders with respect to a proposal to approve, on an advisory(non-binding) basis, the compensation that certain executive officers of Two River may receive in connection with the first-step merger pursuant to agreements or arrangements with Two River (which we refer to as the “compensation proposal”) and a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal (which we refer to as the “adjournment proposal”). Completion of the integrated mergers is not conditioned upon approval of the compensation proposal or the adjournment proposal.

Q: What will Two RiverCYHC shareholders be entitled to receive in the first-step merger?

A: If the first-step merger is completed, each outstanding share of Two RiverCYHC common stock, except for (i) shares of Two RiverCYHC common stock held by Two RiverCYHC as treasury shares or held by Two River,CYHC, any subsidiary of Two River,CYHC, OceanFirst or any subsidiary of OceanFirst (other than any such shares held in employee benefit plans or related trust accounts, managed accounts, mutual funds and the like or otherwise held in any fiduciary or agency capacity or as a result of debtdebts previously contracted) (which we refer to as the “exception shares”), and (ii) any shares of CYHC common stock owned by CYHC shareholders who have properly exercised dissenters’ rights, will be converted into the right to receive $5.375 in cash, without interest (which we refer to as the “cash consideration”), and 0.66632,000 shares of OceanFirst common stock (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 OceanFirst common stock,, together with cash in lieu of fractional shares. OceanFirst will not issue any fractional shares of OceanFirst common stock in the first-step merger. Two RiverCYHC shareholders who would otherwise be entitled to receive a fractional share of OceanFirst common stock upon the completion of the first-step merger will instead be entitled to receive an amount in cash (rounded to the nearest cent) determined by multiplying the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of OceanFirst common stock to which the holder would otherwise be entitled by the volume-weighted average trading price (which we refer to as “VWAP”) per share of OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “Nasdaq”) (as reported by Bloomberg L.P.) for the five full trading days ending on the last trading day preceding the closing of the Transactions.

Q: How will the first-step merger affect Two River equity awards?

A: The Two River equity awards will be affected as follows:

Stock Options: At the effective time of the first-step merger (which we refer to as the “effective time”), each outstanding and unexercised option to purchase shares of Two River common stock granted under the Two River

Bancorp 2007 Equity Incentive Plan (which we refer to as the “Two River equity plan”), whether vested or unvested (which we refer to as “stock options”), will be canceled, extinguished and exchanged into the right to receive an amount of cash (without interest) equal to the product of (a) the aggregate number of shares of Two River common stock issuable upon exercise of such 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 common stock on the Nasdaq for the five full trading days ending on the last trading day preceding the closing of the integrated mergers, over (ii) theper-share exercise price of such stock option.

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 granted under the Two River equity plan and is outstanding immediately prior to the effective 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 Two RiverCYHC board recommend that I vote at the special meeting?

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

Q: When and where is the special meeting?

A: The special meeting is scheduled to be held at [●] on [●], 2019, at [●] local time.

Q: What do I need to do now?

A: After you have carefully read this entire proxy statement/prospectus and have decided how you wish to vote your shares, of Two River common stock, please vote your shares of CYHC common stock promptly so that your shares are represented and voted at the special meeting. If you hold your shares of Two RiverCYHC common stock in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote by telephone or through the Internet. Information and applicable deadlines for voting shares by telephone or through the Internet are set forth in the enclosed proxy card instructions. If you hold your shares in “street name” through a bank, broker or other nominee, you must direct your bank, broker or other nominee how to vote in accordance with the instructions you have received from your bank, broker or other nominee. “Street name” shareholders who wish to vote in person at the special meeting will need to obtain a legal proxy from the institution or record holder that holds their shares.

Q: What constitutes a quorum for the special meeting?

A: The presence at the special meeting, in person or by proxy, of holders of a majority of the shares of Two RiverCYHC common stock entitled to cast a majority of the votesvote 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, 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 RiverCYHC common stock, as discussed in more detail below under the question “What is a brokernon-vote?”).

Q: What is the vote required to adopt or 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 Two RiverCYHC to obtain the necessary quorum to hold the special meeting. If you are a Two RiverCYHC shareholder, your failure to submit a proxy or vote in person, or failure to instruct your bank, broker or other nominee how to vote, or your abstention with respect to the merger proposal will not be countedhave the same effect as a vote cast and will have no

effect onagainst the approval of such proposal, even though such approval is a condition to the completion of the integrated mergers.merger proposal. The merger proposal must be approvedadopted by the affirmative vote of the holders of at least a majority of the votes cast atof the special meeting by the holders of shares of Two Riverthe CYHC common stock entitled to vote at the special meeting. The Two RiverCYHC board unanimously recommends that shareholders 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.

AllBoth 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 RiverCYHC common stock in “street name,” such entity will vote your shares of Two RiverCYHC 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 RiverCYHC common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

A: No. Your bank, broker or other nominee cannot vote your shares without instructions from you. You must instruct your bank, broker or other nominee how to vote your shares in accordance with the instructions provided to 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 other nominee.

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

A: Yes. All Two RiverCYHC shareholders, including shareholders of record and shareholders who hold their shares “in street name” through banks, brokers or other nominees, are invited to attend the special meeting. Holders of record of Two RiverCYHC common stock can vote in person at the special meeting. If you are not a Two RiverCYHC shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares of Two RiverCYHC common stock, such as a bank, broker bank or other nominee, to be able to vote in person at the special meeting. 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 Two RiverCYHC 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 notice to Two River’sCYHC’s corporate secretary or (iii) attending the special meeting in person and delivering to the corporate secretary of CYHC a written notice of your intention to vote in person and voting by telephone or throughballot at the Internet prior to midnight on [●], 2019.special meeting. Attendance at the special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by Two RiverCYHC after the vote will not affect the vote. Two River’sCYHC’s corporate secretary’s mailing address is: Corporate Secretary, Two River Bancorp, 766 ShrewsburyCountry Bank Holding Company, Inc., 655 Third Avenue, Tinton Falls,Ninth Floor, New Jersey 07724.York, New York 10017.

If you hold your shares of Two RiverCYHC common stock in “street name” through a bank, broker or other nominee, you must contact your bank, broker or other nominee if you desire to change your vote or revoke your proxy.

Q: What are the U.S. federal income tax consequences of the integrated mergers to Two RiverCYHC shareholders?

A: The parties expect the integrated 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”), and the obligation of each of OceanFirst and Two RiverCYHC to complete the integrated mergers is conditioned upon the receipt of an opinion of its counsel to that effect. Neither OceanFirst nor Two RiverCYHC currently intends to waive these conditions. Assuming that the integrated mergers are treated as an integrated transaction that qualifies as a reorganization within the meaning of Section 368(a) of the Code, Two River shareholdersholders of CYHC common stock will generally not recognize gain (but not loss) in an amount not to exceed the cash portion of the merger considerationor loss for U.S. federal income tax purposes.purposes, except with respect to cash received in lieu of fractional shares of OceanFirst common stock.

The U.S. federal income tax consequences described above may not apply to all holders of Two RiverCYHC common stock. You should read the section of this proxy statement/prospectus entitled “U.S. Federal Income Tax Considerations” beginning on page [●] for a more detailed discussion of the U.S. federal income tax considerations relating to the integrated mergers. Tax matters can be complicated and the tax consequences of the integrated mergers to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the integrated mergers to you.

Q: Are Two RiverCYHC shareholders entitled to dissenters’ rights?

A: No. Two RiverYes. CYHC shareholders are not entitled to exercise dissenters’ rights in connection with the Transactions. For further information, seefirst-step merger, which means that a dissenting shareholder is entitled to receive the value of his, her or its shares in cash (which may be more or less than the value of the merger consideration that such holder would receive in the first-step merger), if the dissenting shareholder does not vote in favor of the first-step merger and complies with all of the other requirements set forth in Sections 623 and 910 of the New York Business Corporation Law (which we refer to as the “NYBCL”); provided that the first-step merger is completed. You should read carefully the detailed description of the requirements to exercise dissenters’ rights in “The Transactions — No Dissenters’ Rights” beginning on page [●], as well as the full text of Sections 623 and 910 of the NYBCL, which are attached to this proxy statement/prospectus asAnnex B.

In addition, it is a condition to OceanFirst’s obligation to complete the integrated mergers that the holders of not more than 10% of the outstanding shares of CYHC common stock exercise dissenters’ rights.

Q: If I am a Two RiverCYHC shareholder, should I send in my Two RiverCYHC stock certificates now?

A: No. Please do not send in your Two RiverCYHC stock certificates with your proxy. Promptly following the completion of the first-step merger, an exchange agent will send you instructions for exchanging Two RiverCYHC stock certificates for the merger consideration. See “The“The Merger Agreement — Conversion of Shares; Exchange of Certificates”Certificates” beginning on page [●].

Q: What should I do if I hold my shares of Two RiverCYHC common stock in book-entry form?

A: PromptlyIf your shares of CYHC common stock are held in book-entry form, promptly following the completion of the first-step merger,effective time, an exchange agent will send you instructions for exchanging Two Rivershares of CYHC common stock held in book-entry form for the merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page [●].

Q: What happens if the first-step merger is not completed?

A: If the first-step merger is not completed, Two RiverCYHC shareholders will not receive any consideration for their shares in connection with the first-step merger. Instead, Two RiverCYHC will remain an independent company and its

common stock will continue to be listedtraded on the NasdaqOTC Market Group Inc.’s OTC Pink marketplace (which we refer to as the “OTC Pink”) under the symbol “TRCB.“CYHC.” In addition, if the merger agreement is terminated under certain circumstances, Two RiverCYHC may be required to pay OceanFirst a termination fee. For a more detailed discussion of the circumstances under which the termination fee will be required to be paid, please see the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page [●].

Q: What happens if I sell my shares of Two RiverCYHC common stock after the record date but before the special meeting?

A: The record date of the special meeting is earlier than the date of the special meeting and the date that the first-step merger is expected to be completed. If you sell or otherwise transfer your shares after the record date for the

special meeting but before the date of the special meeting, you will retain your right to vote at the special meeting, but you will not have the right to receive the merger consideration to be received by shareholders of Two RiverCYHC in the first-step merger. In order to receive the merger consideration, a Two RiverCYHC shareholder must hold his, her or its shares through completion of the first-step merger and comply with the transmittal procedures discussed elsewhere in this proxy statement/prospectus.

Q: Whom may I contact if I cannot locate my Two RiverCYHC stock certificate(s)?

A: If you are unable to locate your original Two RiverCYHC stock certificate(s) prior to closing, you should contact Computershare, Two River’s transfer agent,CYHC’s Corporate Secretary, Kim Tieng, at (781)575-4223.(212) 818-9090.

Q: What should I do if I receive more than one set of voting materials?

A: Two RiverCYHC shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Two RiverCYHC common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Two RiverCYHC common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of Two RiverCYHC common stock that you own.

Q: When do you expect to complete the Transactions?

A: OceanFirst and Two RiverCYHC currently expect to complete the Transactions in the first quarter of 2020. However, neither OceanFirst nor Two RiverCYHC can assure you of when, or if, the Transactions will be completed. The completion of the Transactions is subject to the satisfaction or waiver of customary closing conditions, including the receipt ofadoption by the requisite vote of the Two RiverCYHC shareholders of the merger proposal and the receipt of the requisite regulatory approvals.

Q: Whom should I call with questions?

A: Two RiverCYHC shareholders who have questions concerning the Transactions or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting their shares of Two RiverCYHC common stock, should contact Two River’s proxy solicitor, Regan & Associates, Inc.CYHC’s Corporate Secretary, Kim Tieng at (800)(212)737-3426.818-9090.

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●], you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].

Because the market price of OceanFirst common stock may fluctuate, Two RiverCYHC shareholders cannot be certain of the precise value of the merger consideration they will be entitled to receive.

At the time the first-step merger is completed, each issued and outstanding share of Two RiverCYHC common stock, except for exceptioncertain specified shares owned by OceanFirst, CYHC or shareholders who have properly exercised dissenters’ rights, will be converted into the right to receive $5.375 in cash, without interest, and 0.66632,000 shares of OceanFirst common stock, together with cash in lieu of fractional shares. There will be a lapse of time between each of the date of this proxy statement/prospectus, the date of the special meeting and the date on which Two RiverCYHC shareholders entitled to receive the merger consideration actually receive the merger consideration. The market value of OceanFirst common stock may fluctuate during these periods as a result of a variety of factors, which may include general market and economic conditions, changes in OceanFirst’s businesses, operations and prospects and regulatory considerations. Many of these factors are outside of the control of OceanFirst and Two River.CYHC. Consequently, at the time Two RiverCYHC shareholders must decide whether to approveadopt the merger proposal, they will not know the actual market value of the shares of OceanFirst common stock they may receive when the first-step merger is completed. Although theThe value of the cash portion of the merger consideration is fixed at $5.375 per share of Two River common stock, the value of the portion of the merger consideration that is represented by shares of OceanFirst common stock will depend on the market value of shares of OceanFirst common stock on the date the merger consideration is received and thereafter. This value will not be known at the time of the special meeting and may be more or less than the current price of OceanFirst common stock or the price of OceanFirst common stock at the time of the special meeting.

The market price of OceanFirst common stock after the first-step merger isTransactions are completed may be affected by factors different from those currently affecting the market price of Two RiverCYHC common stock or OceanFirst common stock.

Upon completion of the first-step merger, Two RiverCYHC shareholders will become OceanFirst stockholders. OceanFirst’s business differs in important respects from that of Two River,CYHC, and, accordingly, the results of operations of the combined company and the market price of OceanFirst common stock after the completion of the Transactions may be affected by factors different from those currently affecting the independent results of operations of each of OceanFirst and Two River.CYHC. For a discussion of the business of OceanFirst and of some important factors to consider in connection with that business, see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].

Regulatory approvals may not be received, may take longer to receive than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Transactions.

Before the Transactions can be completed, OceanFirst and OceanFirst Bank must obtain approvals or waivers from the FRB and the OCC. Other approvals,Approvals, waivers or consents from other regulators may also be required. In determining whether to grant these approvals, waivers and consents, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under the section of this proxy statement/prospectus entitled “The Transactions — Regulatory Approvals Required for the Completion of the Transactions” beginning on page [●]. An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or a delay in their receipt. These regulators may impose

conditions on the completion of the Transactions or require changes to the terms of the Transactions. Such conditions or changes

could have the effect of delaying or preventing completion of the Transactions or imposing additional costs on or limiting the revenues of the combined company following the completion of the Transactions, any of which might have an adverse effect on the combined company following the completion of the Transactions. However, under the terms of the merger agreement, in connection with obtaining such regulatory approvals or waivers, neither party is required to take any action, or commit to take any action, or agree to any condition or restriction, that would reasonably be expected to have a material adverse effect (measured on a scale relative to Two River)CYHC) on any of OceanFirst, Two RiverCYHC or the surviving corporation, after giving effect to the integrated mergers (which we refer to as a “materially burdensome regulatory condition”). In addition, OceanFirst and OceanFirst Bank are pursuing the CYHCTwo River Transactions, which are also subject to receipt of required regulatory approvals, including from the FRB and the OCC. The completion of the Transactions is not conditioned upon the completion of the CYHCTwo River Transactions, but pursuing the CYHCTwo River Transactions at the same time as the Transactions may impact the timing of, any regulatory conditions imposed on, and other aspects of the Transactions. For more information, see the section of this proxy statement/prospectus entitled “The Transactions — Regulatory Approvals Required for the Transactions” beginning on page [●].

Combining the two companies may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the Transactions may not be realized.

OceanFirst and Two RiverCYHC have operated and, until the completion of the Transactions, will continue to operate, independently. The success of the Transactions, including anticipated benefits and cost savings, will depend, in part, on OceanFirst’s ability to successfully combine and integrate the businesses of OceanFirst and Two RiverCYHC in a manner that permits growth opportunities and does not materially disrupt the existing customer relations nor result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors, employees and other constituents or to achieve the anticipated benefits and cost savings of the Transactions. The loss of key employees could adversely affect OceanFirst’s ability to successfully conduct its business, which could have an adverse effect on OceanFirst’s financial results and the value of its common stock. If OceanFirst experiences difficulties with the integration process, the anticipated benefits of the Transactions may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause OceanFirst and/or Two RiverCYHC to lose customers or cause customers to remove their accounts from OceanFirst and/or Two RiverCYHC and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Two RiverCYHC and OceanFirst during this transition period and for an undetermined period after completion of the Transactions on the combined company. Furthermore, integration related to the Transactions could be more difficult due to the potential concurrent or overlapping integration of the CYHCTwo River Transactions, which risks are described in more detail below in “—OceanFirst has also entered into an agreement toacquire CYHC,Two River, which may make it difficult to complete the Transactions on a timely basis.” In addition, the actual cost savings realized as a result of the Transactions could be less than anticipated.

Certain of Two River’sCYHC’s directors and executive officers may have interests in the Transactions that may differ from the interests of the Two RiverCYHC shareholders.

The Two RiverCYHC shareholders should be aware that Two River’ssome of CYHC’s directors and executive officers may have interests in the Transactions and have arrangements that are different from, or in addition to, those of Two RiverCYHC shareholders generally. The Two RiverCYHC board was aware of these interests and considered these interests, among other matters, when making its decision to approveadopt the merger agreement, and in recommending that Two RiverCYHC shareholders vote in favor of the merger proposal and certain related matters.

The material interests considered by the Two RiverCYHC board were as follows:

For a more detailed description of these interests, see the section of this proxy statement/prospectus entitled “The Transactions — Interests of Two River’sCYHC’s Directors and Executive Officers in the Transactions” beginning on page [●].

The merger agreement may be terminated in accordance with its terms, and the Transactions may not be completed.

The merger agreement is subject to a number of customary closing conditions that must be satisfied or, where legally permissible, waived in order to complete the integrated mergers, including the receipt of the requisite approval of the Two RiverCYHC shareholders and the requisite regulatory approvals. These conditions to the closing of the integrated mergers may not be satisfied or waived in a timely manner or at all, and, accordingly, the integrated mergers may be delayed or may not be completed. In addition, OceanFirst and Two RiverCYHC may elect to terminate the merger agreement in certain other circumstances and,circumstances. If the merger agreement is terminated in certain circumstances, Two RiverCYHC may be required to pay OceanFirst a termination fee of $7,313,482.$4,089,301.

Termination of the merger agreement, or failure to complete the Transactions, could negatively impact Two RiverCYHC or OceanFirst.

If the merger agreement is terminated, there may be various adverse consequences. For example, Two River’sCYHC’s or OceanFirst’s businesses may have been impacted adversely by the failure to pursue other opportunities due to management’s focus on the Transactions, without realizing any of the anticipated benefits of completing the Transactions. Additionally, if the merger agreement is terminated, the market price of the Two RiverCYHC common stock or the OceanFirst common stock could decline to the extent that the current market prices reflect a market assumption that the Transactions will be completed. If the merger agreement is terminated under certain circumstances, Two RiverCYHC may be required to pay to OceanFirst a termination fee of $7,313,482.$4,089,301.

Furthermore, each of OceanFirst and Two RiverCYHC has incurred and will incur substantial expenses in connection with the completion of the Transactions, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the Transactions. If the Transactions are not completed, OceanFirst and Two RiverCYHC would have incurred these expenses without realizing the expected benefits of the Transactions.

In addition, if the Transactions are not completed, Two RiverCYHC may experience negative reactions from the financial markets and from its shareholders, customers and employees. Also, Two RiverCYHC may not be able to successfully resume independent operations, or enter into an agreement with another party with respect to a business combination transaction involving a sale of Two River.CYHC. If it is able to enter into another agreement with respect to a business combination transaction involving a sale of Two River,CYHC, it may be at a lower price. If the Transactions are not completed, Two RiverCYHC cannot assure its shareholders that the risks described above will not materialize and will not materially and adversely affect the business and financial results of Two RiverCYHC or the price at which shares of Two RiverCYHC common stock trade.

Two RiverCYHC and OceanFirst will be subject to business uncertainties and contractual restrictions while the Transactions are pending.

Uncertainty about the effect of the Transactions on employees and customers may have an adverse effect on Two RiverCYHC or OceanFirst. These uncertainties may impair Two River’sCYHC’s or OceanFirst’s ability to attract, retain and motivate key personnel until the Transactions are completed, and could cause customers and others that deal with Two RiverCYHC or OceanFirst to seek to change existing business relationships with Two RiverCYHC or OceanFirst. Retention of certain employees by Two RiverCYHC or OceanFirst may be challenging while the Transactions are pending, as certain employees may experience uncertainty about their future roles with OceanFirst. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Two RiverCYHC or OceanFirst, Two River’sCYHC’s business or OceanFirst’s business could be harmed. In addition, subject to certain exceptions, Two RiverCYHC has agreed to operate its business in the ordinary course prior to closing, and each of Two RiverCYHC and OceanFirst has agreed to certain restrictive covenants. See the section of this proxy statement/prospectus entitled “The Merger Agreement — Covenants and Agreements” beginning on page [●] for a description of the restrictive covenants applicable to Two RiverCYHC and OceanFirst.

The merger agreement limits Two River’sCYHC’s ability to pursue acquisition proposals and requires Two RiverCYHC to pay OceanFirst a termination fee of $7,313,482 under certain circumstances, including circumstances relating to competing acquisition proposals for Two River.CYHC.

The merger agreement prohibits Two RiverCYHC from initiating, soliciting, knowingly encouraging or knowingly facilitating third-party acquisition proposals. For more information on these prohibitions, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Agreement Not to Solicit Other Offers” beginning on page [●]. In addition, unless the merger agreement has been terminated in accordance with its terms, Two RiverCYHC has an unqualified obligation to submit the merger proposal to a vote by Two RiverCYHC shareholders, even if Two RiverCYHC receives a proposal that the Two RiverCYHC board believes is superior to the Transactions. For more information, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Two River Shareholder Meeting and Recommendation of the Two River Board of Directors of CYHC” beginning on page [●]. The merger agreement also provides that Two RiverCYHC must pay OceanFirst a termination fee in the amount of $7,313,482$4,089,301 in the event that the merger agreement is terminated under certain circumstances, including Two River’sCYHC’s failure to abide by certain obligations not to solicit, or engage with third parties with respect to, acquisition proposals or Two River’sCYHC’s failure to recommend that Two RiverCYHC shareholders approveadopt the merger proposal. See the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page [●]. These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Two RiverCYHC from considering or proposing such an acquisition. Each director and executive officerCertain members of Two River, solely in his or her capacity as a Two River shareholder, hasthe Murphy family have entered into a separatethe support agreement with OceanFirst, pursuant to which eachon the terms and subject to the conditions set forth in the support agreement such director and executive officer hasshareholders have, among other things, (i) agreed to vote the shares of CYHC common stock owned beneficially or of record by such shareholders in favor of the merger proposal and certain

related matters and against alternative transactions and has agreed to abide by certain restrictions with respect to the transfer of such shareholder’s shares of Two River common stock prior to the earliest of approval of the merger proposal by the Two River shareholders, the effective time or the date of terminationadoption of the merger agreement in accordance with its terms.and approval of related matters and (ii) waived any applicable dissenters’ rights. As of the record date, the Two River directors and executive officersCYHC shareholders that are party to thesethe support agreementsagreement beneficially owned and were entitled to vote in the aggregate approximately [●]%41% of the outstanding shares of Two RiverCYHC common stock. For more information regarding the support agreement, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Two RiverCYHC Voting and Support AgreementsAgreement” beginning on page [●].

The shares of OceanFirst common stock to be received by Two RiverCYHC shareholders as a result of the first-step merger will have different rights from the shares of Two RiverCYHC common stock.

The rights of Two RiverCYHC shareholders are currently governed by the NJBCA, Two River’sNYBCL, CYHC’s certificate of incorporation and Two River’sCYHC’s bylaws. Upon completion of the first-step merger, Two RiverCYHC shareholders will become OceanFirst stockholders and their rights as stockholders will then be governed by the Delaware General Corporation Law (which we refer to as the “DGCL”), OceanFirst’s certificate of incorporation and OceanFirst’s bylaws. The rights

associated with Two RiverCYHC common stock are different from the rights associated with OceanFirst common stock. See the section of this proxy statement/prospectus entitled “Comparison of Stockholders’ Rights” beginning on page [●] for a discussion of the different rights associated with OceanFirst common stock.

Holders of Two RiverCYHC common stock will have a reduced ownership and voting interest after the first-step merger and will exercise less influence over management.

Holders of Two RiverCYHC common stock currently have the right to vote in the election of directors of the Two RiverCYHC board and on other matters affecting Two River.CYHC. Upon the completion of the first-step merger, each share of OceanFirst common stock that a Two RiverCYHC shareholder is entitled to receive in the first-step merger will represent a smaller percentage ownership of OceanFirst than the percentage ownership of Two RiverCYHC represented by the shares of Two RiverCYHC common stock held by the shareholder prior to the effective time. It is currently expected that the former Two RiverCYHC shareholders as a group will be entitled to receive shares of OceanFirst common stock in the first-step merger constituting approximately [●]% of the outstanding shares of OceanFirst common stock immediately after the first-step merger (taking into account the shares of OceanFirst common stock that OceanFirst expects to issue in the Transactions and the shares of OceanFirst common stock that OceanFirst expects to issue in the CYHCTwo River Transactions). If the CYHCTwo River Transactions are not consummated or such consummation does not occur concurrently with the completion of the Transactions, then, at the effective time, the former Two RiverCYHC shareholders as a group will be entitled to receive shares of OceanFirst common stock in the first-step merger constituting approximately [●]% of the outstanding shares of OceanFirst common stock immediately after the first-step merger (taking into account the shares of OceanFirst common stock that OceanFirst expects to issue in the Transactions). As a result of such share issuances, the shares of OceanFirst common stock outstanding immediately prior to the effective time will represent, immediately after the effective time and after giving effect to the shares of OceanFirst common stock expected to be issued in the first-step merger and in the CYHCTwo River Transactions, approximately [●]% of the outstanding shares of OceanFirst common stock immediately after the first-step merger. Because of this reduced ownership percentage, Two RiverCYHC shareholders will have less influence on the management and policies of OceanFirst than they now have on the management and policies of Two River.CYHC.

Two RiverIf CYHC shareholders doexercise dissenters’ rights with respect to a specified number of shares of CYHC common stock, CYHC and OceanFirst may not havebe able to complete the first-step merger and may incur significant additional costs.

CYHC shareholders are entitled to exercise dissenters’ or appraisal rights provided by the NYBCL, as described in more detail in the section entitled “The Transactions — Dissenters’ Rights” beginning on page [●]. If the first-step merger is completed, a CYHC shareholder who has complied with applicable requirements under Sections 623 and 910 of the NYBCL may require OceanFirst to pay in cash the appraised value of such shareholders’ dissenting shares instead of the merger consideration. The merger agreement contains a closing condition that can only be waived by OceanFirst that dissenting shares will not constitute more than 10% of the outstanding shares of CYHC common stock. OceanFirst and CYHC cannot predict the number of shares of CYHC common stock that will constitute dissenting shares in the first-step merger.

Dissenters’ rights are statutory rightsmerger, the amount of cash that if applicable under law, enable shareholdersOceanFirst may be required to dissent from certain transactions, such as apay following the first-step merger andwith respect to demandthe dissenting shares or the expenses that the corporation pay the fair value of their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholdersOceanFirst may incur in connection with the extraordinary transaction. New Jersey law provides that a shareholder is not entitled to demandappraisal process. If the fair valuenumber of his, her or itsdissenting shares of stock in any transaction if (i) a class or series of shares are listed on a national

securities exchange or are held by not less than 1,000 shareholders or (ii)exceeds the shareholder is to receive (x) cash, (y) shares as consideration that will be listed on a national securities exchange or be held by not less than 1,000 shareholders or (z) cash and such securities. Becausepercentage described above it could prevent the Two River common stock is listed on the Nasdaq, the holders of Two River common stock are not entitled to dissenters’ or appraisal rights in the first-step merger.integrated mergers from being completed.

Litigation against OceanFirst or Two RiverCYHC or their respective boards of directors could prevent or delay the completion of the Transactions or result in the payment of damages following the completion of the Transactions.

While OceanFirst and Two RiverCYHC believe that any claims that may be asserted by purported stockholder plaintiffs related to the Transactions would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the Transactions from becoming effective in a timely manner. The existence of litigation related to the Transactions could affect the likelihood of obtaining the required approval of

the merger proposal. Moreover, any litigation could be time consuming and expensive, could divert OceanFirst management or Two RiverCYHC management’s attention away from their regular business and, if any lawsuit is adversely resolved against OceanFirst, Two RiverCYHC or their respective board of directors, it could have a material adverse effect on the financial condition of OceanFirst, Two RiverCYHC or the surviving corporation in the Transactions.

One of the conditions to the consummation of the integrated mergers is the absence of any order, injunction, decree, legal restraint or prohibition by any court or agency of competent jurisdiction preventing the completion of any of the transactions contemplated by the merger agreement (including the integrated mergers), as described in more detail in the section “The Merger Agreement — Conditions to Complete the Integrated Mergers” beginning on page [●]. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed and a claimant secures injunctive or other relief prohibiting, delaying or otherwise adversely affecting OceanFirst or Two River’sCYHC’s ability to complete the integrated mergers, then such injunctive or other relief may prevent the Transactionsintegrated mergers from becoming effective in a timely manner or at all.

The fairness opinion received by the Two RiverCYHC board from its financial advisor prior to execution of the merger agreement does not reflect changes in circumstances subsequent to the date of the fairness opinion.

Boenning, Two River’sSandler O’Neill, CYHC’s financial advisor in connection with the Transactions, delivered to the Two RiverCYHC board its fairness opinion onto the effect that, as of August 8, 2019.2019, and based upon and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations set forth in the opinion, the exchange ratio in the first-step merger was fair, from a financial point of view, to the holders of CYHC common stock. The opinion speaks only as of the date of such opinion. The opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of OceanFirst or Two River,CYHC, changes in general market, regulatory and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the relative values of OceanFirst and Two River.CYHC.

Estimates as to the future value of the combined company are inherently uncertain. You should not rely on such estimates without considering all of the information contained in or incorporated by reference into this proxy statement/prospectus.

Any estimates as to the future value of the combined company, including estimates regarding the earnings per share of the combined company, are inherently uncertain. The future value of the combined company will depend upon, among other factors, the combined company’s ability to achieve projected revenue and earnings expectations and to realize the anticipated synergies, all of which are subject to the risks and uncertainties, including the risks and uncertainties described in these risk factors. Accordingly, you should not rely upon any estimates as to the future value of the combined company, whether made before or after the date of this proxy statement/prospectus by OceanFirst’s and Two River’sCYHC’s respective management teams or others, without considering all of the information contained in or incorporated by reference into this proxy statement/prospectus.

OceanFirst has also entered into an agreement to acquire CYHC,Two River, which may make it difficult to complete the Transactions on a timely basis.

On August 9, 2019, OceanFirst also announced the proposed acquisition of CYHCTwo River in the CYHCTwo River Transactions. The CYHCTwo River Transactions are subject to customary closing conditions, including receipt of the requisite regulatory approvals, as well as receipt of the requisite approval of the shareholders of CYHC.Two River. Efforts to complete the CYHCTwo River Transactions and planning the potential concurrent integration of Two River and CYHC, while also pursuing regulatory approvals for both transactions, is time consuming and could divert management attention and resources away from the Transactions. It is possible that because of the complexities involved in acquiring two financial institutions simultaneously, OceanFirst could experience delays in receiving regulatory approval. This could result in the time it takes to complete the Transactions taking longer than anticipated, which could be costly to OceanFirst and Two River,CYHC, disrupt OceanFirst’s and Two River’sCYHC’s ongoing businesses relationships with their respective clients, customers, depositors and employees or result in a failure to complete or achieve the anticipated benefits of the Transactions. Pursuing the CYHCTwo River Transactions at the same time as the Transactions may also impact any regulatory conditions imposed on the Transactions.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and Section 21E of the Exchange Act. These forward-looking statements may include: management plans relating to either the Transactions or the CYHCTwo River Transactions; the expected timing of the completion of either the Transactions or the CYHCTwo River Transactions or both such transactions; the ability to complete either the Transactions or the CYHCTwo River Transactions or both such transactions; the ability to obtain any required regulatory, stockholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to either the Transactions or the CYHCTwo River Transactions or both such transactions; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Neither OceanFirst nor Two RiverCYHC assumes any duty or undertaking to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that OceanFirst, or Two River or CYHC anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page [●] and under Item 1A “Risk Factors” in OceanFirst’s Annual Report on Form10-K, Item 1A “Risk Factors” in Two River’s Annual Report on Form10-K and those disclosed in OceanFirst’s and Two River’s other periodic reports filed with the SEC, as well as the possibility that expected benefits of either the Transactions or the CYHCTwo River Transactions or both such transactions may not materialize in the timeframe expected or at all, or may be more costly to achieve; that either the Transactions or the CYHCTwo River Transactions or both such transactions may not be timely completed, if at all; that prior to the completion of either of the Transactions or the CYHCTwo River Transactions or both such transactions or thereafter, OceanFirst’s, Two River’s and CYHC’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to either the Transactions or the CYHCTwo River Transactions or both such transactions; that, with respect to either the Transactions or the CYHCTwo River Transactions or both such transactions, required regulatory, stockholder or other approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ stockholders, customers, employees and other constituents to the Transactions or the CYHCTwo River Transactions or both such transactions; and diversion of management time as a result of matters related to either the Transactions or the CYHCTwo River Transactions or both such transactions. For any forward-looking statements made in this proxy statement/prospectus or in any documents, OceanFirst and Two River andCYHC claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

THE TWO RIVERCYHC SPECIAL MEETING

This section contains information for Two RiverCYHC shareholders about the special meeting that Two RiverCYHC has called to allow its shareholders to consider and vote on the merger proposal the compensation proposal and the adjournment proposal. Two RiverCYHC is mailing this proxy statement/prospectus to you, as a Two RiverCYHC shareholder, on or about [●], 2019. This proxy statement/prospectus is accompanied by a notice of the special meeting and a form of proxy card that the Two RiverCYHC board is soliciting for use at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting is scheduled to be held at [●], at [●] local time, on [●], 2019. On or about [●], 2019, Two RiverCYHC will commence mailing this proxy statement/prospectus and the enclosed form of proxy card to its shareholders entitled to vote at the special meeting.

Matters to Be Considered

At the special meeting, you, as a Two RiverCYHC shareholder, will be asked to consider and vote upon the following matters:

Recommendation of the Two RiverCYHC Board

The Two RiverCYHC board has determined that the merger agreement and the transactions contemplated thereby, including the first-step merger, are advisable fair to and in the best interests of Two RiverCYHC and its shareholders, has unanimously approved the merger agreement and the first-step merger and unanimously recommends that the Two RiverCYHC shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal. See the section of this proxy statement/prospectus entitled “The Transactions — Two River’sCYHC’s Reasons for the Transactions; Recommendation of the Two RiverCYHC Board” beginning on page [●] for a more detailed discussion of the Two RiverCYHC board’s recommendation.

Record Date and Quorum

The Two RiverCYHC board has fixed the close of business on [●], 2019 as the record date for determining its shareholders entitled to receive notice of, and to vote at, the special meeting.

As of the record date, there were [●] shares of Two RiverCYHC common stock outstanding and entitled to notice of, and to vote at, the special meeting held by [●] holders of record. Each share of Two RiverCYHC common stock entitles the holder to one vote at the special meeting on each proposal to be considered at the special meeting.

The presence at the special meeting, in person or by proxy, of holders representing at least a majority of the holders ofoutstanding shares of Two RiverCYHC common stock entitled to cast a majority ofbe voted at the votes at aspecial meeting of shareholders will constitute a quorum at the meeting for the transaction of business at the special meeting. Abstentions, 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. 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.

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 andor other nominees do not have discretion to vote shares of Two RiverCYHC common stock). 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.

Required Vote; Treatment of Abstentions, BrokerNon-Votes and Failure to Vote

The merger proposal:

The compensation proposal:

The adjournment proposal:

Shares Held by Officers and Directors

As of the close of business on the record date, Two River’sCYHC’s directors and executive officers and their affiliates were entitled to vote an aggregate of [●] shares of Two RiverCYHC common stock at the special meeting, which represents approximately [●]% of the issued and outstanding shares of Two RiverCYHC common stock entitled to vote at the special meeting. In addition, as described in the section of this proxy statement/prospectus entitled “Security Ownership of

Certain Beneficial Owners and Management of Two River,” asmembers of the close of business on the record date, Two River’s directors and executive officers and their affiliates beneficially owned an aggregate of [●] shares of Two River common stock.