As filed with the Securities and Exchange Commission on December 13, 2018September 23, 2019

Registration No. 333-228698333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

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 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 13, 2018SEPTEMBER 23, 2019

Prospectus		Proxy Statement

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:CYHC Shareholders:

On October 25, 2018,August 9, 2019, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Midtown Merger Sub Corp., a New York corporation and wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), and Country Bank Holding Company, Inc., a New York corporation (which we refer to as “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 CYHC. Under the terms of the merger agreement, (i) Merger Sub will merge with and into CYHC (which we refer to as the “first-step merger”), with CYHC 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, CYHC 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, Country Bank, a New York-charterednon-member bank and a wholly-owned subsidiary of CYHC (which we refer to as “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”), 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, par value $0.10 per share, of Capital Bank,CYHC (which we refer to as “CYHC common stock”), except for specified(i) shares of Capital BankCYHC common stock held by CYHC as treasury shares, or CYHC, any subsidiary of 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 debts previously contracted) (which we refer to as the “exception shares”) and (ii) any shares of CYHC common stock owned by Capital Bank, OceanFirst or stockholdersCYHC shareholders who have properly exercised dissenters’ rights, will be converted into the right to receive 1.252,000 shares (such number being referred to as the “exchange ratio” and such shares being referred to as 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 BankCYHC common stock will be entitled to receive as the merger consideration is fixed, the market value of such shares (and, therefore, the value of the merger consideration) will fluctuate with the market price of OceanFirst common stock and will not be known at the time Capital Bank stockholdersCYHC shareholders vote on the merger.merger agreement. 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 BankCYHC 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.$46,280. Based on the $24.25$[●] closing price of OceanFirst common stock on the NASDAQNasdaq on December 12, 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 $30.31.$[●]. Based on the 1.25 exchange ratio and the number of shares of Capital BankCYHC common stock outstanding as of December 11, 2018 (2,540,579)[●], the last date prior to the printing of this proxy statement/prospectus for which it was practicable to obtain this information (which includes the number of shares of Capital Bank common stock underlying Capital Bank’s stock option and restricted stock awards as of December 11, 2018),2019, the maximum number of shares of OceanFirst common stock estimated to be issuable at the effective time is 3,175,723.[●].We urge you to obtain current market quotations for OceanFirst (trading symbol “OCFC”) and Capital BankCYHC (OTC Pink symbol “CANJ”“CYHC”).

Capital BankCYHC will hold a special meeting of its stockholdersshareholders in connection with the merger.Transactions. At the special meeting, Capital Bank stockholdersCYHC shareholders will be asked to vote to approveadopt the merger agreement, and the mergertransactions contemplated thereby, and a related matter as described in thisthe accompanying proxy statement/prospectus. Under the New Jersey Banking ActYork law and the National Bank Act, approvalCYHC’s organizational documents, adoption of the merger agreement requires the affirmative vote of the holders of at leasttwo-thirds a majority of the votes of the shares of CYHC common stock of Capital Bank entitled to vote at the special meeting.

Capital Bank stockholdersCYHC shareholders are or may be entitled to assertexercise dissenters’ rights with respect to the first-step merger under Section 215a910 of the National Bank ActNew York Business Corporation Law (which we refer to as “12 U.S.C. § 215a”the “NYBCL”). Any stockholderCYHC shareholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in 12 U.S.C. § 215a,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 entitled “The Merger — Dissenters’ Rights” inof the accompanying proxy statement/prospectus.prospectus entitled “The Transactions — Dissenters’ Rights.”

The special meeting is scheduled to be held on January 23,[●], 2019 at the Luciano Conference Center, Cumberland County College, 3322 College Drive, Vineland, New Jersey[●], at 7:00 p.m.[●] local time.

The Capital BankCYHC board of directors unanimously recommends that Capital Bank stockholdersCYHC shareholders vote “FOR” the approvaladoption of the merger agreement and the transactions contemplated thereby, including the first-step merger, and “FOR” the other proposal 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 17,[●], 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.

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,CYHC, 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 December 13, 2018[●], 2019 and it is first being mailed or otherwise delivered to the stockholdersshareholders of Capital BankCYHC on or about December 21, 2018.[●], 2019.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERSSHAREHOLDERS

To our Stockholders:CYHC Shareholders:

A special meeting of the stockholdersshareholders of CapitalCountry Bank of New Jersey,Holding Company, Inc., or Capital Bank,CYHC, is scheduled to be held at 7:00 p.m.[●] local time, on January 23,[●], 2019, at the Luciano Conference Center, Cumberland County College, 3322 College Drive, Vineland, New Jersey[●] to consider and vote upon the following proposals:

We have fixed the close of business on December 5, 2018[●], 2019 as the record date for the special meeting. Only Capital Bank stockholdersCYHC 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, approvalNYBCL, adoption of the merger proposal requires the affirmative vote of the holders of at leasttwo-thirdsa majority of the votes of CYHC 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 votes cast at a meeting of shareholders by the holders of shares representedentitled to vote at the special meeting provided a quorum is present, vote in favor of such proposal.

Capital Bank stockholdersCYHC shareholders are or may be entitled to assertexercise dissenters’ rights with respect to the first-step merger described above under 12 U.S.C. § 215a.Section 910 of the NYBCL. Any stockholdershareholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in 12 U.S.C. § 215a,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 entitled “The Merger — Dissenters’ Rights” inof the accompanying proxy statement/prospectus.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, of Capital Bank with and into OceanFirst Bank, are advisable and in the best interests of Capital BankCYHC and its stockholders,shareholders, and unanimously recommends that stockholdersshareholders vote “FOR” the merger 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 stock approveCYHC shareholders adopt the merger proposal.

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

PresidentChairman and Chief Executive Officer

CapitalCountry Bank of New JerseyHolding Company, Inc.

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about OceanFirst 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 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 OceanFirst at the following address:

OceanFirst Financial Corp.

110 West Front Street

Red Bank, New Jersey 07701

(732)240-4500

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 stockholdersCYHC shareholders requesting documents must do so by January 16,[●], 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 December 13, 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 stockholdersCYHC 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 BankCYHC has been provided by Capital BankCYHC 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 102[●] 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 BankCYHC common stock (which we refer to as a “Capital Bank stockholder”“CYHC 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 102.[●].

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”“CYHC” refer to CapitalCountry Bank of New Jersey,Holding Company, Inc., a New Jersey chartered commercial bank,York corporation, and its subsidiaries.

Q: What isare the Merger?Transactions?

A: OceanFirst, Midtown Merger Sub Corp., a New York corporation and wholly-owned subsidiary of OceanFirst Bank(which we refer to as “Merger Sub”), and Capital BankCYHC 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 BankCYHC 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, par value $5.00$0.10 per share, of Capital BankCYHC (which we refer to as the “Capital Bank“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 leasttwo-thirds a majority of the votes of the shares of CYHC 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 69.[●].

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 BankCYHC board of directors (which we refer to as the “Capital Bank“CYHC board”) to solicit proxies from the stockholdersshareholders of Capital BankCYHC in connection with approvaladoption of the merger agreement and approval of a related matter.

In order to approveadopt the merger agreement and the transactions contemplated thereby, including the first-step merger, Capital BankCYHC has called a special meeting of the Capital Bank stockholdersCYHC 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 stockholdersCYHC 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 stockholdersCYHC shareholders as 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 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: How does the Capital BankCYHC board recommend that I vote at the special meeting?

A: The Capital BankCYHC board unanimously recommends that you vote “FOR” the merger proposal and “FOR” 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 BankCYHC to obtain the necessary quorum to hold the special meeting. If you are a Capital Bank stockholder,CYHC shareholder, your failure to submit a proxy or vote in person, or failure to

If you hold your shares of Capital BankCYHC common stock in “street name” through a bank, broker or broker,other nominee, you shouldmust contact your bank, broker or brokerother nominee if you desire 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?CYHC 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 BankCYHC 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 BankCYHC 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, holders of CYHC common stock will generally not recognize gain or loss 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 74) 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.

common stock will continue to be traded on the OTC Market Group Inc.’s OTC Pink marketplace (which we refer to as the “OTC Pink”) under the symbol “CANJ.“CYHC.” In addition, if the merger agreement is terminated inunder certain circumstances, Capital BankCYHC may be required to pay OceanFirst a termination fee. For a more detailed discussion of the circumstances under which a payment of the termination fee will be required to be paid, please see the section of this proxy statement/prospectus entitled “The“The Merger Agreement — Termination Fee”Fee” beginning on page 71.[●].

Q: What happens if I sell my shares of Capital BankCYHC 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

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 23[●], 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 102.[●].

Because the market price of OceanFirst common stock may fluctuate, Capital Bank stockholdersCYHC 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 Capital BankCYHC common stock, except for certain specified shares owned by OceanFirst, Capital BankCYHC or stockholdersshareholders who have properly exercised dissenters’ rights, will be converted into the right to receive 1.252,000 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 Capital Bank stockholdersCYHC 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 Capital Bank.CYHC. Consequently, at the time Capital Bank stockholdersCYHC 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. The value of the merger consideration 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 merger isTransactions are completed may be affected by factors different from those currently affecting the market price of Capital BankCYHC common stock or OceanFirst common stock.

Upon completion of the first-step merger, Capital Bank stockholdersCYHC shareholders will become OceanFirst stockholders. OceanFirst’s business differs in important respects from that of Capital Bank,CYHC, and, accordingly, the results of operations of the combined company and the market price of OceanFirst common stock after the completion of the mergerTransactions may be affected by factors different from those currently affecting the independent results of operations of each of OceanFirst and Capital Bank.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“Where You Can Find More Information”Information” beginning on page 102.[●].

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 merger.Transactions.

Before the mergerTransactions can be completed, OceanFirst and OceanFirst Bank must obtain approval of the mergerapprovals or a waiver of such approvalwaivers 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 Merger“The Transactions — Regulatory Approvals Required for the Completion of the Merger”Transactions” beginning on page 54.[●]. 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 mergerTransactions or require changes to the terms of the merger.Transactions. Such conditions or changes

could have the effect of delaying or preventing completion of the mergerTransactions or imposing additional costs on or limiting the

The material interests considered by the Capital BankCYHC board were as follows:

Capital BankCYHC and OceanFirst will be subject to business uncertainties and contractual restrictions while the merger isTransactions are pending.

Uncertainty about the effect of the mergerTransactions on employees and customers may have an adverse effect on Capital BankCYHC or OceanFirst. These uncertainties may impair Capital Bank’sCYHC’s or OceanFirst’s ability to attract, retain and motivate key personnel until the merger isTransactions are completed, and could cause customers and others that deal with Capital BankCYHC or OceanFirst to seek to change existing business relationships with Capital BankCYHC or OceanFirst. Retention of certain employees by Capital BankCYHC or OceanFirst may be challenging while the merger isTransactions 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 Capital BankCYHC or OceanFirst, Capital Bank’sCYHC’s business or OceanFirst’s business could be harmed. In addition, subject to certain exceptions, Capital BankCYHC has agreed to operate its business in the ordinary course prior to closing, and each of Capital BankCYHC and OceanFirst has agreed to certain restrictive covenants. See the section of this proxy statement/prospectus entitled “The“The Merger Agreement — Covenants and Agreements”Agreements” beginning on page 61[●] for a description of the restrictive covenants applicable to Capital BankCYHC and OceanFirst.

The merger agreement limits Capital Bank’sCYHC’s ability to pursue acquisition proposals and requires Capital BankCYHC to pay OceanFirst a termination fee of $3.2 million under certain circumstances, including circumstances relating to competing acquisition proposals for Capital Bank.CYHC.

The merger agreement prohibits Capital BankCYHC from initiating, soliciting, inducing,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“The Merger Agreement — Agreement Not to Solicit Other Offers”Offers” beginning on page 67.[●]. In addition,

associated with Capital BankCYHC common stock are different from the rights associated with OceanFirst common stock. See the section of this proxy statement/prospectus entitled “Comparison“Comparison of Stockholders’ Rights”Rights” beginning on page 85[●] for a discussion of the different rights associated with OceanFirst common stock.

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

Holders of Capital BankCYHC common stock currently have the right to vote in the election of the CYHC board of directors and on other matters affecting Capital Bank.CYHC. Upon the completion of the first-step merger, each Capital Bank stockholder who receives sharesshare of OceanFirst common stock that a CYHC shareholder is entitled to receive in the first-step merger will become an OceanFirst stockholder withrepresent a smaller percentage ownership of OceanFirst that is significantly smaller than the stockholder’s current percentage ownership of Capital Bank.CYHC represented by the shares of CYHC common stock held by the shareholder prior to the effective time. It is currently expected that the former Capital Bank stockholdersCYHC shareholders as a group will be entitled to receive shares of OceanFirst common stock in the first-step merger constituting approximately 6.2%[●]% of the outstanding shares of OceanFirst common stock immediately after the merger. As a result, currentfirst-step merger (taking into account the shares of OceanFirst stockholderscommon stock that OceanFirst expects to issue in the Transactions and the shares of OceanFirst common stock that OceanFirst expects to issue in the Two River Transactions). If the Two 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 CYHC shareholders as a group will ownbe entitled to receive shares of OceanFirst common stock in the first-step merger constituting approximately 93.8%[●]% 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 Two River Transactions, approximately [●]% of the outstanding shares of OceanFirst common stock immediately after the first-step merger. Because of this reduced ownership percentage, Capital Bank stockholdersCYHC shareholders will have less influence on the management and policies of OceanFirst than they now have on the management and policies of Capital Bank.CYHC.

If CYHC shareholders exercise dissenters’ rights with respect to a specified number of Capital Bank stockholders exercise dissenters’ rights, Capital Bankshares of CYHC common stock, CYHC and OceanFirst may not be able to complete the first-step merger and may incur significant additional costscosts.

Capital Bank stockholdersCYHC shareholders are entitled to assertexercise dissenters’ rights provided by the National Bank Act,NYBCL, as described in more detail in the section titled “The Mergerentitled “The Transactions — Dissenters’ Rights”Rights” beginning on page 53.[●]. If the first-step merger is completed, a Capital Bank stockholderCYHC shareholder who has complied with applicable requirements under 12 U.S.C. § 215aSections 623 and 910 of the NYBCL may require OceanFirst to pay in cash the appraised value of such stockholder’sshareholders’ dissenting shares

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

One of the conditions to the consummation of the mergerintegrated mergers is the absence of any laworder, injunction, decree, legal restraint or order (whether temporary, preliminary or permanent)prohibition by any court or regulatory authorityagency of competent jurisdiction prohibiting, restricting or making illegalpreventing the consummationcompletion of any of the transactions contemplated by the merger agreement (including the merger)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 Capital Bank’sCYHC’s ability to complete the merger,integrated mergers, then such injunctive or other relief may prevent the mergerintegrated mergers from becoming effective in a timely manner or at all.

The unaudited pro forma financial data included in this proxy statement/prospectus is illustrative only, and may differ materially from OceanFirst’s actual financial position and results of operations in the future, including after the merger.

The accompanying unaudited pro forma condensed combined financial statements of OceanFirst are presented for illustrative purposes only and, pursuant to the instructions to FormS-4 and the rules promulgated under RegulationS-X, reflect the pro forma effects of the Sun acquisition as of the dates set forth therein and for the periods then ended and do not include or reflect the pro forma effects of the merger. Such pro forma financial

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 Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”).Act. These forward-looking statements may include: management plans relating to either the merger;Transactions or the Two River Transactions; the expected timing of the completion of either the merger;Transactions or the Two River Transactions or both such transactions; the ability to complete either the merger;Transactions or the Two 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 merger and OceanFirst’s recently completed Sun acquisition;Transactions or the Two 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 Capital BankCYHC assumes any duty and does not undertakeor 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, Two River or Capital BankCYHC 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”“Risk Factors” beginning on page 17[●] 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:possibility that expected benefits of either the merger andTransactions or the Sun acquisitionTwo 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 mergerTransactions or the Two River Transactions or both such transactions may not be timely completed, if at all; that prior to the completion of either of the mergerTransactions or the Two River Transactions or both such transactions or thereafter, OceanFirst’s, Two River’s and Capital Bank’sCYHC’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 relatingrelated to either the mergerTransactions or the Sun acquisition;Two River Transactions or both such transactions; that, with respect to either the Transactions or the Two 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 transaction;Transactions or the Two River Transactions or both such transactions; and diversion of management time on merger-related matters.as a result of matters related to either the Transactions or the Two River Transactions or both such transactions. For any forward-looking statements made in this proxy statement/prospectus or in any documents, OceanFirst and Capital BankCYHC claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.