0001004702 2026-05-29 2026-05-29 0001004702 1 2026-05-29 2026-05-29 0001004702 2 2026-05-29 2026-05-29 0001004702 3 2026-05-29 2026-05-29 iso4217:USD pure shares S-3 S-3 EX-FILING FEES 0001004702 OCEANFIRST FINANCIAL CORP N/A N/A S-3 OCEANFIRST FINANCIAL CORP false Equity Common stock, par value $0.01 per share true 9574639 18.72 179237242.08 0.0001381 24752.66 false Equity Common Stock, par value $0.01 per share, issuable upon conversion of outstanding shares of Non-Voting Common Equivalent Stock true 1812000 18.72 33920640.00 0.0001381 4684.44 false Other Common stock, par value $0.01 per share, underlying the Warrant true 11386639 18.72 213157882.08 0.0001381 29437.10 426315764.16 58874.20 0.00 0.00 58874.20 (1) This prospectus registers the resale of up to up to 22,773,278 shares of common stock, par value $0.01 per share ("Common Stock"), by the selling securityholders listed in the section of this prospectus entitled "Selling Securityholders" (the "Selling Securityholders") which are comprised of: (a) 9,574,639 shares of Common Stock, (b) 1,812,000 shares of Common Stock issuable upon conversion of outstanding shares of Non-Voting Common Equivalent Stock, par value $0.01 per share (the "NVCE Stock"), and (c) 11,386,639 shares of Common Stock issuable upon conversion of NVCE Stock underlying the warrant (the "Warrant"). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of Common Stock as may from time to time become issuable by reason of stock dividend, stock splits, recapitalizations or other similar transactions. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share of Common Stock is based on the average of the high and low prices of Common Stock, as reported on the NASDAQ Global Select Market System on May 28, 2026, which is a date within five business days prior to the date of filing this registration statement. (1) This prospectus registers the resale of up to up to 22,773,278 shares of common stock, par value $0.01 per share ("Common Stock"), by the selling securityholders listed in the section of this prospectus entitled "Selling Securityholders" (the "Selling Securityholders") which are comprised of: (a) 9,574,639 shares of Common Stock, (b) 1,812,000 shares of Common Stock issuable upon conversion of outstanding shares of Non-Voting Common Equivalent Stock, par value $0.01 per share (the "NVCE Stock"), and (c) 11,386,639 shares of Common Stock issuable upon conversion of NVCE Stock underlying the warrant (the "Warrant"). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of Common Stock as may from time to time become issuable by reason of stock dividend, stock splits, recapitalizations or other similar transactions. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share of Common Stock is based on the average of the high and low prices of Common Stock, as reported on the NASDAQ Global Select Market System on May 28, 2026, which is a date within five business days prior to the date of filing this registration statement. (1) This prospectus registers the resale of up to up to 22,773,278 shares of common stock, par value $0.01 per share ("Common Stock"), by the selling securityholders listed in the section of this prospectus entitled "Selling Securityholders" (the "Selling Securityholders") which are comprised of: (a) 9,574,639 shares of Common Stock, (b) 1,812,000 shares of Common Stock issuable upon conversion of outstanding shares of Non-Voting Common Equivalent Stock, par value $0.01 per share (the "NVCE Stock"), and (c) 11,386,639 shares of Common Stock issuable upon conversion of NVCE Stock underlying the warrant (the "Warrant"). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of Common Stock as may from time to time become issuable by reason of stock dividend, stock splits, recapitalizations or other similar transactions. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share of Common Stock is based on the average of the high and low prices of Common Stock, as reported on the NASDAQ Global Select Market System on May 28, 2026, which is a date within five business days prior to the date of filing this registration statement.