As filed with the Securities and Exchange Commission on October 18, 2019December 23, 2021

RegistrationNo. 333-233872333-                

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 Transactionsmergers 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.  ☐

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 OCTOBER 18, 2019DECEMBER 23, 2021

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Two River Shareholders:Partners Stockholders:

On August 9, 2019,November 4, 2021, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Hammerhead Merger Sub Corp., a New Jersey corporation and wholly-owned subsidiarythe parent company of OceanFirst Bank, National Association (which we refer to as “Merger Sub”), and Two River Bancorp, a New Jersey corporation (which we refer to as “Two River”“OceanFirst Bank”), entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combinationwith Partners Bancorp, a Maryland corporation (which we refer to as “Partners”), and Coastal Merger Sub Corp., a Maryland corporation and wholly-owned subsidiary of OceanFirst and Two River. Under(which we refer to as “merger sub”). Pursuant to the terms ofand subject to the conditions set forth in the merger agreement, (i) Merger Submerger sub will merge with and into Two RiverPartners (which we refer to as the “first-step merger”), with Two River continuingPartners as the surviving corporation in the first-step merger and as a wholly-owned subsidiary of OceanFirst, (ii)and immediately following the completioneffective time of the first-step merger, Two RiverPartners will merge with and into OceanFirst, with OceanFirst as the surviving corporation (which, together with the first-step merger, we refer to as the “integrated mergers”). Immediately following the consummation of the integrated mergers, The Bank of Delmarva, a Delaware chartered member bank (which we refer to as the “second-step merger” and, together with the first-step merger, the “integrated mergers”), with OceanFirst continuing as the surviving corporation in the second-step merger, and (iii) immediately following the completion of the integrated mergers, Two River Community Bank, a New Jersey charterednon-member bank and a wholly-owned subsidiary of Two River (which we refer to as “Two River“Delmarva 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 beingas the surviving bank (which we refer to as the “Delmarva Bank merger”), and immediately following the effective time of the Delmarva Bank merger, Virginia Partners Bank, a Virginia chartered member bank (which we refer to as “Virginia Partners Bank”), will merge with and into OceanFirst Bank, with OceanFirst Bank as the surviving bank (which, together with the Delmarva Bank merger, we refer to as the “bank merger”mergers” and the bank mergers, together with the integrated mergers, which we refer to as the “Transactions”“mergers”).

At the effective time of the first-step merger, each share of Partners common stock, par value $0.01 per share (which we refer to as the “effective time”“Partners common stock”), eachthat is issued and outstanding shareimmediately prior to the effective time of the common stock, no par value, of Two River (which we refer to as “Two River common stock”),first-step merger, except for shares of Two RiverPartners common stock owned by Two RiverPartners as treasury shares, any subsidiary of Two River,or by OceanFirst or any subsidiary of Partners or OceanFirst (other than any such shares held in employee benefit plans or related trust account, managed accounts, mutual funds, or otherwise held in a fiduciary capacity or as a result of debt previously contracted) (which we refer to as the “exception shares”), will be converted into the right to receive $5.375 in cash, without interest (which we refer to as the “cash consideration”), and 0.6663either (a) 0.4512 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“stock consideration”) of the common stock, of OceanFirst, par value $0.01 per share, of OceanFirst (which we refer to as “OceanFirst common stock”), or (b) $10.00 in cash (which we refer to as the “cash consideration” and together with the stock consideration, we refer to as the “merger consideration”), in each case, at the election of the holder of Partners common stock, subject to (x) a maximum of forty percent (40%) of the shares of Partners common stock being convertible into cash in lieuand (y) the allocation and proration provisions of the merger agreement. No fractional shares, if any.

Althoughany, of OceanFirst common stock will be issued in connection with the numberfirst-step merger, and any holder of Partners common stock that would be entitled to fractional shares of OceanFirst common stock that holdersshall receive cash in lieu of Two River common stock will be entitled to receive assuch fractional shares.

Although the exchange ratio in respect of the stock portion ofconsideration and the mergercash consideration isare fixed, the market value of such shares (and, therefore, the value of the stock portionconsideration (and, therefore, the aggregate value of the merger consideration) will fluctuate with the market price of OceanFirst common stock and will not be known at the time Two River shareholdersPartners stockholders vote on the first-step merger. 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 River 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$23.21 closing price of OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “Nasdaq”) on August 8, 2019,November 3, 2021, the last full trading day before the public announcement of the Transactions,mergers, the per share value of the mergerstock consideration was equal to $20.79.$10.47. Based on the $[●] closing price of OceanFirst common stock on the Nasdaq on [●], 2019,2022 the latest practicable trading day before the printing of the accompanying proxy statement/prospectus, the per share value of the mergerstock consideration was equal to $[●]. Based on the exchange ratio and the number of shares of Two RiverPartners 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 RiverPartners (trading symbol “TRCB”“PTRS”).

Two RiverPartners will hold a special meeting of its shareholdersstockholders in connection with the Transactions.mergers. At the Partners special meeting, Two River shareholdersPartners stockholders will be asked to vote to approve the merger agreement, and the transactions contemplated thereby, and related matters as described in the accompanying proxy statement/prospectus. Under New JerseyMaryland law, approval of the merger agreement requires the affirmative vote of at least a majoritytwo-thirds of all of the votes entitled to be cast at the special meeting by the holders of shares of Two RiverPartners common stock entitled to vote at the special meeting.

The special meeting is scheduled towill be completely virtual and held online via live webcast at [●] Eastern Time, on [●], 2019 at [●], at [●] local time.2022. No physical meeting will be held.

The Two River board of directors of Partners unanimously recommends that Two River shareholdersPartners stockholders vote “FOR” the approval of the merger agreement and the transactions contemplated thereby, including the first-step merger, and “FOR” the other proposals to be considered at the special meeting.

The accompanying proxy statement/prospectus describes the special meeting, the Transactions,mergers, the documents related to the Transactionsmergers 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. mergers. 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,Lloyd B. Harrison President and Chief Executive Officer Two RiverPartners Bancorp

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the first-step merger or passed upon the adequacy or accuracy of 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,Partners, 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 [●], 20192022 and it is first being mailed or otherwise delivered to the shareholders of Two RiverPartners stockholders on or about [●], 2019.2022.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

To Two River Shareholders:Partners Stockholders:

A virtual special meeting of the shareholdersstockholders of Two RiverPartners Bancorp, or Two River,Partners, is scheduled to be held online via live webcast at [●] local time,Eastern Time, on [●], 2019, at [●]2022 to consider and vote upon the following proposals:

We have fixed the close of business on [●], 20192022 as the record date for the special meeting. Only Two River shareholdersPartners stockholders of record as of thethis record date are entitled to notice of, and to vote at, the special meeting, or any adjournment of the special meeting. Under New JerseyMaryland law, approval of the merger proposal requires the affirmative vote of at least a majoritytwo-thirds of the votes entitled to be cast at the special meeting by the holders of shares of Two RiverPartners 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 RiverPartners common stock entitled to vote at the special meeting. The adjournment proposal will be approved if the majority of the votes cast at the special meeting by the holders of shares of Two RiverPartners common stock entitled to vote at the special meeting vote in favor of such proposal.

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

Your vote is very important.important. We cannot complete the first-step merger unless the Two River shareholdersPartners stockholders approve the merger proposal.

Our priority remains the safety of our stockholders, employees and community. In response to the public health concerns regarding the continuing COVID-19 pandemic, the special meeting will be a virtual meeting held on the Internet. There will be no physical location for the special meeting. Partners stockholders will be able to attend the special meeting online, and, with a control number, vote shares electronically and submit questions during the special meeting by visiting [●] at the meeting date and time. The password for the special meeting is [●], which is also included on your proxy card. If you plan to attend the special meeting online, please see the instructions on page [●] of this proxy statement/prospectus under the heading “The Partners Special Meeting.”

Regardless of whether you plan to attend the virtual special meeting, please vote as soon as possible. If you hold shares of Two RiverPartners common stock in your name as a shareholderstockholder of record of Two River,Partners, 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 RiverPartners 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,mergers, the documents related to the Transactionsmergers 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,

Betsy J. Eicher, CPA

Corporate Secretary

William D. Moss

Chairman of the Board,

President and Chief Executive Officer

Two RiverPartners Bancorp

REFERENCES TO ADDITIONAL INFORMATION

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

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of the special meeting. This means that Two River shareholdersPartners stockholders requesting documents must do so by [●], 2019,2022 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 [●], 2019,2022 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 River shareholdersPartners stockholders nor the issuance by OceanFirst of shares of OceanFirst common stock in connection with the Transactionsfirst-step merger 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 River(i) Partners has been provided by Two RiverPartners and information contained in this document regarding(ii) OceanFirst has been provided by OceanFirst.

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

TABLE OF CONTENTS

i

ii

ii

QUESTIONS AND ANSWERS

The following are some questions that you, as a holder of Two River common stock (which we refer to as a “Two River shareholder”),Partners stockholder, may have about the Transactionsmergers 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 Transactionsmergers 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 (i) “OceanFirst” refer to OceanFirst Financial Corp., a Delaware corporation, and its subsidiaries, and references to “Two River”(ii) “OceanFirst Bank” refer to Two RiverOceanFirst Bank, National Association, (iii) “merger sub” refer to Coastal Merger Sub Corp., a Maryland corporation, (iv) “Partners” refer to Partners Bancorp, a New JerseyMaryland corporation, and its subsidiaries.subsidiaries, (v) “Delmarva Bank” refer to The Bank of Delmarva, a Delaware chartered member bank, and (vi) “Virginia Partners Bank” refer to Virginia Partners Bank, a Virginia chartered member bank.

Q: What are the Transactions?mergers?

A: On November 4, 2021, OceanFirst, Hammerhead Merger Sub Corp., a New Jersey corporation and wholly-owned subsidiarythe parent company of OceanFirst (which we refer to as “Merger Sub”), and Two RiverBank, entered into an Agreement and Plan of Merger on August 9, 2019 (which we refer to as the “merger agreement”), with Partners, the parent company of Delmarva Bank and Virginia Partners Bank, and merger sub, which, among other things, provides for the strategic acquisition by OceanFirst of Two River by OceanFirst.Partners.

UnderPursuant to the terms ofand subject to the conditions set forth in 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 theshares of common stock, no par value $0.01 per share, of Two RiverPartners (which we refer to as the “Two River“Partners common stock” and the holders of which we refer to as “Partners stockholders”) approve the merger agreement and the transactions contemplated by thatthe merger agreement, including the first-step merger, by an affirmative vote of at least a majoritytwo-thirds of all of the votes entitled to be cast at the special meeting of Partners stockholders (which we refer to as the “special meeting”) by the holders of shares of Two RiverPartners 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 RiverPartners board of directors (which we refer to as the “Two River“Partners board”) to solicit proxies from the shareholders of Two RiverPartners stockholders in connection with approval of the merger agreement, and the transactions contemplated by the merger agreement, including the first-step merger, and related matters.matters as described in this proxy statement/prospectus.

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.The Wall Street Journal) for the five full trading days ending on the last trading day preceding the closing of the Transactions.mergers.

Q: Will the Partners stockholders receive the form of consideration they elect?

A: If a Partners stockholder elects to receive the cash consideration in respect of any shares of Partners common stock held by such Partners stockholder, then such Partners stockholder may not receive the form of consideration that such Partners stockholder elects in the first-step merger for all the shares of Partners common for which a cash election was made. The allocation and proration provisions of the merger agreement will result, regardless of the elections made, in no greater than forty percent (40%) of the shares of Partners common stock being convertible into cash. Pursuant to the allocation and proration provisions of the merger agreement, if the number of shares of Partners common stock for which a cash election has been made exceeds the cash conversion number, a pro rata portion of all those shares for which a cash election has been made will instead be converted into the right to receive the stock consideration. The allocation of the consideration payable to the Partners stockholders in the first-step merger will not be known until the results of the merger consideration elections made by the Partners stockholders are tallied, which will not occur until near or after the closing of the mergers. See the section of this proxy statement/prospectus entitled “The Merger Agreement—Merger Consideration” beginning on page [●].

Q: How will Partners stockholders make their elections to receive either the cash consideration or the stock consideration in the first-step merger?

A: An election form will be mailed to each holder of record of Partners common stock as of the business day immediately preceding the date on which the election forms are mailed. The mailing will occur at least twenty (20) business days prior to the anticipated election deadline, which is expected to be 5:00 p.m. local time (determined as the city in which the principal office of the exchange agent is located) on the date OceanFirst and Partners agree is as near as practicable to two (2) business days before the closing date. OceanFirst will also make an election form available to each Partners stockholder who, following the date on which the election forms are initially mailed but prior to the election deadline, requests such election form. Each Partners stockholder should complete and return the election form, along with any Partners stock certificate(s) (or a properly completed notice of guaranteed delivery), according to the instructions included with the form. The election form will be provided to Partners stockholders under separate cover and is not being provided with this document.

If you own shares of Partners common stock in “street name” through a bank, broker or other nominee and you wish to make an election, you should seek instructions from the bank, broker or other nominee holding your shares concerning how to make an election. If you do not send in the election form with your stock certificate(s) by the election deadline, you will be treated as though you had not made an election.

Q: What happens if a Partners stockholder does not make a valid election to receive either the cash consideration or the stock consideration?

A: If a Partners stockholder does not return a properly completed election form by the election deadline specified in the election form, such shares of Partners common stock for which no election was properly made will be (i) considered “non-election” shares and (ii) converted into the right to receive the cash consideration, subject to (x) a maximum of forty percent (40%) of the shares of Partners common stock being convertible into cash and (y) the allocation and proration provisions of the merger agreement.

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

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

Stock OptionsOptions: : 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 RiverPartners common stock granted under the Two River Bancorp 2007 Equity Incentive Plan (which we refer to as the “Two RiverPartners equity plan”),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 RiverPartners 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,$10.00 over (ii) theper-share per share exercise price of such stock option.

Restricted StockStock:: 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 of Partners granted under Partners’ equity plans or otherwise will be entitledcanceled, extinguished and exchanged into the right to receive an amount of cash (without interest) equal to the per share merger consideration in exchange forproduct of (a) the aggregate number of shares of Partners common stock subject to such sharerestricted stock multiplied by (b) $10.00. In addition, with respect to shares of restricted stock.

Employee Stock Purchase Plan: Effective asstock of October 15, 2019, Two River will terminatePartners that vested on an accelerated basis during 2021 in connection with the Two River Bancorp Employee Stock Purchase Plan (which we refermerger agreement, the holders of such shares have agreed to as the “ESPP”), pursuantsubmit a cash election with respect to which eligible employees could purchase Two River common stock through payroll deductions.these shares.

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?completed (which we refer to as the “closing date”)?

A: Yes. BecauseAlthough the exchange ratio isin respect of the stock consideration and the cash consideration are fixed, the value of the stock portionconsideration (and, therefore, the aggregate value of the merger considerationconsideration) will fluctuate between the date of this proxy statement/prospectus and the closing date becauseeffective time with fluctuations in the market value forprice of OceanFirst common stock and will fluctuate. The cash consideration is fixed.not be known at the time Partners stockholders vote on the first-step merger.

Q: How does the Two RiverPartners board recommend that I vote at the special meeting?

A: The Two RiverPartners 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: TheA virtual special meeting of Partners stockholders is scheduled to be held online via live webcast at [●] Eastern Time, on [●], 2019, at [●] local time.2022. No physical meeting will be held.

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 RiverPartners common stock, please vote your shares of Partners common stock promptly so that your shares of Partners common stock are represented and voted at the special meeting. If you hold your shares of Two RiverPartners common stock in your name as a shareholderstockholder 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 of Partners common stock by telephone or through the Internet are set forth in the enclosed proxy card instructions. If you hold your shares of Partners common stock 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” shareholdersPartners stockholders 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.

Virtual attendance at the special meeting constitutes “in person” attendance for purposes of establishing a quorum. Once a share of Partners common stock 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 of Partners common stock 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 of Partners common stock 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 RiverPartners common stock, as discussed in more detail below under the question “What is a brokernon-vote?”).

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

A: The merger proposal:

The compensation proposal:

The adjournment proposal:

Q: Why is my vote important?

A: If you do not vote, or fail to instruct your bank, broker or other nominee how to vote, it will be more difficult for Two RiverPartners to obtain (i) the necessary quorum to hold the special meeting.meeting and (ii) the vote to approve the merger proposal. If you are a Two River shareholder,Partners stockholder, 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“AGAINST” the merger proposal. Approval of the merger proposal requires the

effect on the approval of such proposal, even though such approval is a condition to the completion of the integrated mergers. The merger proposal must be approved by the affirmative vote of at least a majoritytwo-thirds of all of the votes entitled to be cast at the special meeting by the holders of shares of Two RiverPartners common stock entitled to vote at the special meeting. The Two RiverPartners board unanimously recommends that shareholdersPartners stockholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Q: What is a brokernon-vote?

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

All of the proposals currently scheduled for consideration at the special meeting are“non-routine” matters. If your bank, broker or other nominee holds your shares of Two RiverPartners common stock in “street name,” such entity will vote your shares of Two RiverPartners 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 RiverPartners 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 RiverPartners common stock in person?

A: Yes. All Two River shareholders,Partners stockholders, including shareholdersstockholders of record and shareholdersstockholders who hold their shares “in streetin “street name” through banks, brokers or other nominees, are invited to attend the special meeting. HoldersPartners stockholders of record of Two River common stock can vote in person at the special meeting. If you are not a Two River shareholderPartners stockholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares of Two RiverPartners common stock, such as a 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 RiverPartners common stock, you may change your vote or revoke any proxy at any time before it is voted at the special meeting by any of the following methods: (i) signing and returning a proxy with a later date, (ii) delivering a written revocation notice to Two River’sPartners’ corporate secretary or (iii) voting by telephone or through the Internet prior to midnight on [●], 2019.2022. Attendance at the virtual special meeting by itself(by itself) will not automatically revoke your proxy. A revocation or later-dated proxy received by Two RiverPartners after the vote will not affect the vote. Two River’sPartners’ corporate secretary’s mailing address is: Betsy J. Eicher, Corporate Secretary, Two RiverPartners Bancorp, 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.2245 Northwood Drive, Salisbury, Maryland 21801.

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

obligation of each of OceanFirst and Two RiverPartners to complete the integrated mergers is conditioned upon the receipt of an opinion of its counsel to that effect. Neither OceanFirst nor Two RiverPartners currently intends to waive these conditions. Assuming that the integrated mergers are treated as an integrated transaction that qualifiesqualify as a reorganization within the meaning of Section 368(a) of the Code, Two River shareholders will generally recognize gain (but not loss) in an amount not to exceed the cash portion of the merger consideration for U.S. federal income tax purposes.consequences of the integrated mergers to each Partners stockholder will vary depending on whether such Partners stockholder receives cash, shares of OceanFirst common stock or a combination thereof in exchange for such Partners stockholder’s shares of Partners common stock pursuant to the terms of the merger agreement.

The U.S. federal income tax consequences described above may not apply to all holders of Two River common stock.Partners stockholders. 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 River shareholdersPartners stockholders entitled to dissenters’ rights?

A: No. Two River shareholdersPartners stockholders are not entitled to exercise dissenters’ rights in connection with the Transactions.first-step merger. For further information, see the section of this proxy statement/prospectus entitled “The TransactionsMergers — No Dissenters’ RightsRights”” beginning on page [●].

Q: If I am a Two River shareholder,Partners stockholder, should I send in my Two RiverPartners stock certificates now?

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

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

A: Promptly following the completion of the first-step merger, an exchange agent will send you instructions for exchanging Two River common stock held in book-entry form for the merger consideration. Seethis proxy statement/prospectus entitled “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page [●].

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

A: You are not required to take any special additional actions if your shares of Partners common stock are held in book-entry form. Promptly following the completion of the first-step merger, an exchange agent will send you instructions for exchanging Partners common stock held in book-entry form for the applicable merger consideration.

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

A: If the first-step merger is not completed, Two River shareholdersPartners stockholders will not receive any consideration for their shares of Partners common stock in connection with the first-step merger. Instead, Two RiverPartners will remain an independent company and itsPartners common stock will continue to be listed on the Nasdaq under the symbol “TRCB.”“PTRS”. In addition, if the merger agreement is terminated under certain circumstances, Two RiverPartners 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 RiverPartners common stock after the record date but before the special meeting?

A: The record date of the special meeting is earlier than both 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 of Partners common stock after the record date for the

received by shareholders of Two RiverPartners stockholders in the first-step merger. In order to receive the merger consideration, a Two River shareholderPartners stockholder must hold his, her or its shares of Partners common stock 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 RiverPartners stock certificate(s)?

A: If you are unable to locate your original Two RiverPartners stock certificate(s) prior to closing, you should contact Computershare, Two River’sPartners’ transfer agent, Computershare, at (781)(800) 575-4223.368-5948.

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

A: Two River shareholdersPartners stockholders 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 RiverPartners 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.shares of Partners common stock. If you are a holder of record of Two RiverPartners common stock and your shares of Partners common stock 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 RiverPartners common stock that you own.

Q: When do you expect to complete the Transactions?mergers?

A: OceanFirst and Two RiverPartners currently expect to complete the Transactionsmergers in the first quarterhalf of 2020.2022. However, neither OceanFirst nor Two RiverPartners can assure you of when, or if, the Transactionsmergers will be completed. The completion of the Transactionsmergers is subject to the satisfaction or waiver of customary closing conditions, including the receipt of the requisite vote of the Two River shareholdersPartners stockholders in respect of the merger proposal and the receipt of the requisite regulatory approvals.

Q: Whom should I call with questions?

A: Two River shareholdersPartners stockholders who (i) have questions concerning the Transactionsmerger agreement, the mergers or this proxy statement/prospectus, (ii) would like additional copies of this proxy statement/prospectus or (iii) need help voting their shares of Two RiverPartners common stock, should contact Two River’sPartners’ proxy solicitor, Regan & Associates, Inc. at (800)737-3426.(212) 587-3005..