OCFC OceanFirst Financial Corporation

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and Section 21E of the Exchange Act. These forward-looking statements may include: management plans relating to either the Transactions or the CYHC Transactions; the expected timing of the completion of either the Transactions or the CYHC Transactions or both such transactions; the ability to complete either the Transactions or the CYHC Transactions or both such transactions; the ability to obtain any required regulatory, stockholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to either the Transactions or the CYHC Transactions or both such transactions; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Neither OceanFirst nor Two River assumes any duty or undertaking to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that OceanFirst or Two River anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page [●] and under Item 1A “Risk Factors” in OceanFirst’s Annual Report on Form 10-K, Item 1A “Risk Factors” in Two River’s Annual Report on Form 10-K and those disclosed in OceanFirst’s and Two River’s other periodic reports filed with the SEC, as well as the possibility that expected benefits of either the Transactions or the CYHC Transactions or both such transactions may not materialize in the timeframe expected or at all, or may be more costly to achieve; that either the Transactions or the CYHC Transactions or both such transactions may not be timely completed, if at all; that prior to the completion of either the Transactions or the CYHC Transactions or both such transactions or thereafter, OceanFirst’s, Two River’s and CYHC’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to either the Transactions or the CYHC Transactions or both such transactions; that, with respect to either the Transactions or the CYHC Transactions or both such transactions, required regulatory, stockholder or other approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ stockholders, customers, employees and other constituents to the Transactions or the CYHC Transactions or both such transactions; and diversion of management time as result of matters related to either the Transactions or the CYHC Transactions or both such transactions. For any forward-looking statements made in this proxy statement/prospectus or in any documents, OceanFirst and Two River and claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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

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THE TWO RIVER SPECIAL MEETING

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

Date, Time and Place of the Special Meeting

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

Matters to Be Considered

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

Recommendation of the Two River Board

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

Record Date and Quorum

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

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

The presence at the special meeting of the holders of shares of Two River common stock entitled to cast a majority of the votes at a meeting of shareholders will constitute a quorum at the meeting for the transaction of business at the special meeting. Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. Once a share is represented for any purpose at the special meeting, it is deemed present for quorum purposes for the remainder of the special meeting or any adjournment of the special meeting.

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

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

The merger proposal:

The compensation proposal:

The adjournment proposal:

Shares Held by Officers and Directors

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

Each director and executive officer of Two River, solely in his or her capacity as a Two River shareholder, has entered into a support agreement with OceanFirst, pursuant to which each such shareholder has agreed to vote in favor of the merger proposal and certain related matters and against alternative transactions. As of the record date, the Two River shareholders that are party to the support agreements were entitled to vote in the aggregate approximately [●]% of the outstanding shares of Two River common stock. For more information regarding the support agreements, see the section of this proxy statement/prospectus entitled “The Merger Agreement — Two River Voting and Support Agreement” beginning on page [●].

As of the record date, OceanFirst beneficially held [●] shares of Two River common stock.

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Voting of Proxies; Incomplete Proxies

Any Two River shareholder may vote by proxy or in person at the special meeting. If you hold your shares of Two River common stock in your name as a shareholder of record, to submit a proxy you, as a Two River shareholder, may use one of the following methods:

Two River requests that its shareholders vote by telephone or over the Internet prior to midnight on [●], 2019 or by completing and signing the accompanying proxy card and returning it to Two River as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Two River common stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card. If any proxy card is returned signed but without indication as to how to vote, the shares of Two River common stock represented by the proxy card will be voted as recommended by the Two River board.

Every Two River shareholder’s vote is important. Accordingly, each shareholder should sign, date and return the enclosed proxy card, or, prior to midnight on [●], 2019, vote by telephone or via the Internet, whether or not the shareholder plans to attend the special meeting in person. Sending in your proxy card or voting by telephone or on the Internet will not prevent you from voting your shares personally at the meeting, since you may revoke your proxy at any time before it is voted.

Shares Held in “Street Name”

If you are a Two River shareholder and your shares are held in “street name” through a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank, broker or other nominee. Shareholders should check the voting form used by that firm to determine whether you may vote by telephone or the Internet. You may not vote shares held in street name by returning a proxy card directly to Two River or by voting in person at the special meeting unless you obtain a “legal proxy” from your broker, bank or other nominee.

Furthermore, brokers, banks or other nominees who hold shares of Two River common stock on behalf of their customers will not vote your shares of Two River common stock or give a proxy to Two River to vote those shares with respect to any of the proposals (including the merger proposal) being considered at the special meeting without specific instructions from you because brokers, banks and other nominees do not have discretionary voting power on such proposals. A broker non-vote occurs when the broker holder of record is unable to vote on a proposal because the proposal is non-routine and the beneficial owner does not provide any instructions. All of the proposals currently scheduled for consideration at the special meeting are “non-routine” matters.

Revocability of Proxies and Changes to a Two River Shareholder’s Vote

You have the power to change your vote at any time before your shares of Two River common stock are voted at the special meeting by:

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Attendance at the special meeting will not in and of itself constitute a revocation of a proxy.

If you choose to send a completed proxy card bearing a later date than your original proxy card, the new proxy card must be received before the beginning of the special meeting. If you have instructed a bank, broker or other nominee to vote your shares of Two River common stock, you must follow the directions you receive from your bank, broker or other nominee in order to change or revoke your vote.

Solicitation of Proxies

Two River will pay for the solicitation of proxies from the Two River shareholders. In addition to soliciting proxies by mail, Regan & Associates, Inc., Two River’s proxy solicitor, will assist Two River in soliciting proxies from its shareholders. Two River has agreed to pay $10,000 plus out of pocket expenses for these services. Two River will, upon request, reimburse banks, brokers and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions. Additionally, directors, officers and employees of Two River may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies.

Attending the Special Meeting

All Two River shareholders, including holders of record and shareholders who hold their shares through banks, brokers or other nominees, are invited to attend the special meeting. Two River shareholders of record can vote in person at the special meeting. If you are not a Two River shareholder of record, you must obtain a proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and granting you a proxy to vote those shares. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meeting is prohibited.

Assistance

If you need assistance in completing your proxy card, have questions regarding the special meeting or would like additional copies of this proxy statement/prospectus, please contact Two River’s proxy solicitor, Regan & Associates, Inc., at the following address: 505 Eighth Avenue, Suite 800, New York, NY 10018, or by telephone at (800) 737-3426.

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TWO RIVER PROPOSALS

Proposal No. 1 — The Merger Proposal

Two River is asking its shareholders to approve the merger agreement and the transactions contemplated thereby, including the first-step merger. Two River shareholders should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the first-step merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

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

The Two River board unanimously recommends a vote “FOR” the merger proposal.

Proposal No. 2 — The Compensation Proposal

Pursuant to Rule 14a-21(c) of the Exchange Act and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Two River is providing its shareholders with the opportunity to vote to approve, on an advisory, non-binding basis, the merger-related compensation that will or may become payable to its named executive officers as described in “The Transactions — Interests of Two River’s Directors and Executive Officers in the Transactions — Quantification of Payments to Two River’s Named Executive Officers” beginning on page [●].

Shareholders are being asked to approve the following resolution on an advisory (non-binding) basis:

“RESOLVED, that the compensation that may be paid or become payable to Two River’s named executive officers in connection with the first-step merger, and the agreement or understandings pursuant to which such compensation may be paid or become payable, in each case, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of the proxy statement/prospectus entitled “Interests of Two River’s Directors and Executive Officers in the Transactions” is hereby APPROVED.”

Approval of this separate advisory (non-binding) proposal is not a condition to completion of the Transactions. The vote is an advisory vote and will not be binding on Two River or the surviving corporation in the Transactions. If the integrated mergers are completed, the merger-related compensation may be paid to Two River’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements and the outcome of this advisory (non-binding) vote will not affect Two River’s or OceanFirst’s obligations to make these payments even if Two River shareholders do not approve, by advisory (non-binding) vote, this proposal.

The vote on the merger-related named executive officer compensation is separate from the vote to approve the merger agreement. You may vote “against” the merger-related named executive officer compensation and “for” approval of the merger agreement and vice versa. You also may abstain from this proposal and vote on the merger agreement proposal and vice versa.

The Two River board unanimously recommends a vote “FOR” the compensation proposal.

Proposal No. 3 — The Adjournment Proposal

The special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal.

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If, at the special meeting, the number of shares of Two River common stock present or represented by proxy and voting in favor of the merger proposal is insufficient to approve the merger proposal, Two River intends to move to adjourn the special meeting in order to enable the Two River board to solicit additional proxies for approval of the merger proposal. In that event, Two River will ask its shareholders to vote upon the adjournment proposal, but not the merger proposal or the compensation proposal.

In this proposal, Two River is asking its shareholders to authorize the holder of any proxy solicited by the Two River board on a discretionary basis to vote in favor of adjourning the special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Two River shareholders who have previously voted.

The Two River board unanimously recommends a vote “FOR” the adjournment proposal.

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INFORMATION ABOUT OCEANFIRST

OceanFirst is incorporated under Delaware law and serves as the holding company for OceanFirst Bank. OceanFirst common stock is listed on the Nasdaq under the symbol “OCFC.” OceanFirst Bank, founded in 1902, is a $8.0 billion regional bank operating throughout New Jersey, metropolitan Philadelphia and metropolitan New York City. OceanFirst Bank delivers commercial and residential financing solutions, trust and asset management and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

On May 2, 2016, OceanFirst completed the Cape Bancorp, Inc. acquisition. Total consideration paid for the Cape acquisition was $196.4 million. On November 30, 2016, OceanFirst completed the Ocean Shore Holding Co. acquisition. Total consideration paid for the Ocean Shore acquisition was $180.7 million. On January 31, 2018, OceanFirst completed the Sun Bancorp, Inc. acquisition. Total consideration paid for the Sun acquisition was $474.9 million. On January 31, 2019, OceanFirst completed the Capital Bank of New Jersey acquisition. Total consideration paid for the Capital Bank acquisition was $76.96 million.

On August 9, 2019, OceanFirst, CYHC Merger Sub and CYHC entered into the CYHC merger agreement pursuant to which OceanFirst will acquire CYHC. The CYHC Transactions were approved by the OceanFirst board and CYHC board and are expected to close in the first quarter of 2020. Completion of the CYHC Transactions is subject to customary closing conditions, including the receipt of required regulatory approvals and receipt of the requisite approval of CYHC’s shareholders. Under the terms and subject to the conditions of the CYHC merger agreement, at the effective time of the CYHC first-step merger, CYHC shareholders will be entitled to receive 2,000 shares of OceanFirst common stock for each share of common stock of CYHC that they hold (other than dissenting shares), which equates to an aggregate transaction value of approximately $102.2 million based on the $23.14 closing price of the OceanFirst common stock on Nasdaq as of August 8, 2019. At June 30, 2019, CYHC had $783.4 million in assets, $592.4 million in loans, $649.7 million in deposits and $67.5 million in shareholders’ equity.

OceanFirst Bank’s principal executive office is located at 110 West Front Street, Red Bank, New Jersey 07701 and its telephone number at that location is (732) 240-4500. OceanFirst’s website is www.oceanfirst.com. Additional information about OceanFirst Bank and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].

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INFORMATION ABOUT MERGER SUB

Merger Sub is a New Jersey corporation and a wholly-owned subsidiary of OceanFirst. Merger Sub was formed by OceanFirst for the sole purpose of consummating the first-step merger.

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INFORMATION ABOUT TWO RIVER BANCORP

Two River is the holding company for Two River Bank, a New Jersey state chartered non-member bank, which is headquartered in Tinton Falls, New Jersey. Two River Bank operates 14 branches along with two loan production offices throughout Monmouth, Union, Essex, and Ocean Counties, New Jersey.

Two River common stock is listed on the Nasdaq under the symbol “TRCB.”

Two River’s principal executive offices are located at, 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724 and its telephone number at that location is (732) 389-8722. Two River’s website is http://investor.tworiverbank.com/.

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THE TRANSACTIONS

The following discussion contains certain information about the Transactions. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the Transactions.

Structure of the Transactions

Each of the OceanFirst board and the Two River board has unanimously approved the merger agreement. The merger agreement provides that (i) Merger Sub will merge with and into Two River, with Two River continuing as the surviving corporation in the first-step merger and as a wholly-owned subsidiary of OceanFirst, (ii) immediately following the first-step merger, Two River will merge with and into OceanFirst, with OceanFirst continuing as the surviving corporation in the second-step merger and (iii) immediately following the completion of the integrated mergers, Two River Bank will merge with and into OceanFirst Bank, with OceanFirst Bank being the surviving bank in the bank merger.

At the effective time, each issued and outstanding share of Two River common stock, except for the exception shares, will be converted into the right to receive 0.6663 shares of OceanFirst common stock, together with cash in lieu of fractional shares, and cash in the amount of $5.375. No fractional shares of OceanFirst common stock will be issued in connection with the first-step merger, and Two River shareholders will instead be entitled to receive cash in lieu thereof.

Two River shareholders are being asked to approve the merger agreement and transactions contemplated thereby, including the first-step merger. See the section of this proxy statement/prospectus entitled “The Merger Agreement” beginning on page [●] for additional and more detailed information regarding the legal documents that govern the Transactions, including information about the conditions to the completion of the Transactions and the provisions for terminating or amending the merger agreement.

Background of the Transactions

Profitable and sustainable growth has always been Two River’s primary goal. In order to achieve that goal, Two River’s strategic plan has focused on the following:

As part of its ongoing consideration of Two River’s long-term prospects and strategies, the Two River board has regularly considered various strategic alternatives, including opportunities for organic growth and potential acquisitions and merger transactions. The Two River board has considered strategic options potentially available to Two River, with the goal of enhancing and focusing on value for Two River shareholders, as well as Two River’s interest in serving its customers and providing for its employees.

From time to time, Two River has considered the acquisition of a smaller financial institution, as the opportunities arose, but for various reasons those acquisitions did not materialize. Two River has instead relied on an organic growth strategy involving the opening of low-cost loan production offices (which we refer to as “LPOs”) in desirable markets, and once a certain level of business is achieved, evaluating whether to replace those LPOs with full-service branches at appropriate locations within those markets. Through this strategy, Two River has grown to 14 branches along with two LPOs throughout Monmouth, Union, Essex and Ocean Counties in New Jersey.

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The Two River board believes that Two River needs to continue to grow to reach the scale necessary to operate efficiently and absorb increased costs of operating Two River in order to become more profitable. Like many community banks, Two River has incurred increasing costs in complying with new banking laws, regulations and policies, in addition to changes in technology that affect the way customers conduct banking business, as well as the difficulty of operating in a sustained low interest rate environment. A future economic downturn would make Two River’s continued growth more difficult to achieve.

In the spring of 2019, several banks expressed to Boenning their interest in Two River as a possible merger partner. Then, after being approached by several interested parties at a banking conference in early May 2019, Boenning discussed the topic with Two River’s Chairman and CEO, William Moss. Mr. Moss determined that, without something more substantial to bring to the Two River board, the topic was not worth disrupting normal business, and requested that Boenning discuss the matter further with the approaching parties and report back to Mr. Moss as to the parties’ interest.

During the remainder of May and beginning of June 2019, Boenning discussed with six banks, including OceanFirst, the possibility of a business combination transaction with Two River. All such banks had previously expressed interest in Two River. In such discussions, several of the banks reiterated their interest in Two River. Two of the banks advised Boenning they did not wish to participate in any further discussions. Boenning entered into separate confidentiality agreements with, and sent a package of primarily public information to, each of the four remaining interested parties, including OceanFirst. Each of these confidentiality agreements contained a “standstill provision” pursuant to which each of these parties agreed that, during the period ending upon the earlier of (A) Two River’s execution of a definitive merger agreement with such party or (B) the 18 month anniversary of the date of such confidentiality agreement, except in connection with evaluation, negotiation and/or implementation of a transaction with such party supported by Two River, such party and its affiliates would not make, effect, initiate, cause or participate in: (i) any acquisition of beneficial ownership of any securities of Two River; (ii) any acquisition of any assets of Two River; (iii) any tender offer, exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving Two River, or involving any securities or assets of Two River; or (iv) any solicitation of proxies or consents with respect to any securities of Two River; and would not form, join or participate in a group with respect to the beneficial ownership of any securities of Two River, or act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of Two River.

At a meeting of the OceanFirst board held on May 29, 2019, Mr. Maher informed the OceanFirst board of an opportunity to pursue a strategic acquisition of Two River.

In early June 2019, each of the four banks submitted a preliminary non-binding indication of interest (each of which we refer to as an “IOI”), three in writing and one verbal. OceanFirst submitted its IOI on June 13, 2019 with a proposed indicative price of $20.00 per share of Two River common stock based on closing price of the OceanFirst common stock on the Nasdaq on June 12, 2019, representing 80% stock consideration and 20% cash consideration (which we refer to as the “June 13 IOI”). Bidder 2 submitted an all-stock IOI having a value range of $20.00 - $21.00 per share of Two River common stock. Bidder 3 submitted an all-stock IOI having a value of $20.50 per share of Two River common stock. Bidder 4 submitted a verbal IOI having a value range of $18.00 -$20.00 per share of Two River common stock. Each of the written IOIs contained a proposal regarding future directorship for Two River’s directors and a commitment to honor all existing employment and change in control agreements. The June 13 IOI requested a commitment from Mr. Moss to serve as the President of the Two Rivers Bank Division of OceanFirst Bank through and until systems integration would be completed in order to ensure a smooth transition and integration, but did not include proposals regarding future employment for any of Two River’s other officers. The other IOIs also did not contain a proposal regarding the future employment for Two River’s officers.

The Two River board held a special meeting on June 17, 2019. Mr. Moss, together with Boenning’s representatives, informed the Two River board concerning the activity described above. Boenning also reviewed

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with the Two River board Boenning’s expertise as a financial advisor to banking institutions with respect to mergers and acquisitions. Boenning then supplied to the Two River board summary profiles of the four potential buyers, and maps showing a comparison of each potential buyer’s branch network as compared to Two River’s branch network. Boenning reviewed the terms of each of the IOIs and the characteristics of each potential buyer’s common stock. It also provided an overview of merger and acquisition trends, comparable transactions, other potentially interested parties, the risks of each transaction and potential process and timing.

After Boenning’s presentation and further discussion, the Two River board concluded that a sale could be in the best interests of Two River shareholders and Two River’s other constituents. Based on such meeting and review, the Two River board determined to engage Boenning as Two River’s exclusive financial advisor and Stevens & Lee as its legal counsel to handle any such transaction. The Two River board also directed Boenning to go back to each of the bidders and request a higher price, and Boenning did so. On June 19, 2019, Two River signed an engagement letter with Boenning.

On June 24, 2019, OceanFirst and Bidders 2 and 3 each submitted revised IOIs. Bidder 4 submitted an initial written IOI with a proposed price range of $18.00 to $19.00 per share of Two River common stock. OceanFirst’s revised IOI (which we refer to as the “June 24 IOI”) proposed an indicative price of $21.50 per share of Two River common stock based on the closing price of OceanFirst common stock on the Nasdaq on June 21, 2019, representing 80% stock consideration and 20% cash consideration. Bidder 2’s revised IOI proposed a price of $20.75 per share of Two River common stock. Bidder 3’s revised IOI proposed a price of $21.00 per share of Two River common stock. Each of the written IOIs contained a proposal regarding future directorship for Two River’s directors and the same commitment to honor all existing employment and change in control agreements. The June 24 IOI contained a proposal regarding future directorship for Two River’s directors and the same commitment to honor all existing employment and change in control agreements and proposals regarding future employment for Two River’s officers as contained in the June 13 IOI. The other IOIs also did not contain a proposal regarding the future employment for Two River’s officers.

Also on July 24, 2019, at a meeting of the OceanFirst board, the OceanFirst board discussed considerations regarding the concurrent pursuit and announcement of two strategic acquisitions.

The Two River board met on June 26, 2019, and after a thorough evaluation of the four IOIs, the Two River board chose to invite only OceanFirst to do additional due diligence. Because of the potential upside associated with the fixed exchange ratio proposed in OceanFirst’s June 24 IOI, and the fact that Two River could terminate merger discussions if the OceanFirst stock price fell to an undesirable level, the Two River board determined to request that the exchange ratio be fixed at 0.7107 of a share of OceanFirst stock and $4.30 in cash for each share of Two River stock (rather than an indicative price of $21.50 per share).

At a meeting of the OceanFirst board held on June 26, 2019, representatives of Piper Jaffray & Co., financial advisor to OceanFirst (which we refer to as “Piper Jaffray”) reviewed with the OceanFirst board the Transactions and the CYHC Transactions, including the impact analysis for each transaction individually and combined. The OceanFirst board then discussed proposed terms of, benefits of and risks associated with, each of the transactions.

On June 27, 2019, OceanFirst submitted a revised IOI that contemplated a fixed exchange ratio of 0.7107 of a share of OceanFirst stock and $4.30 in cash for each share of Two River common stock, resulting in an implied per share transaction value of $21.50 based on closing price of the OceanFirst common stock on the Nasdaq on June 21, 2019 (which we refer to as the “June 27 IOI”). Two River executed the June 27 IOI on June 28, 2019. The June 27 IOI contained a 25-day exclusivity period (until July 23, 2019) to conduct further mutual due diligence and continue confidential discussions. The June 27 IOI contained the same proposal regarding future directorship for Two River’s directors as contained in the June 24 IOI and the same proposals regarding future employment for Two River’s officers as contained in the June 13 IOI. The June 27 IOI contained a commitment to honor all existing employment, change in control agreements, SERPs and deferred compensation agreements.

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On July 15, 2019, the parties’ management teams held an all-day due diligence meeting. On July 18, 2019, OceanFirst confirmed in writing its final and best offer, having a value of $22.32 per share (which we refer to as the “July 18 IOI”). The increase over the initial offer of $21.50 per share was due to the fixed exchange ratio and the increased market price of OceanFirst’s common stock on the Nasdaq since the June 24 IOI. The letter also extended the exclusivity period until August 12, 2019, and Two River executed the July 18 IOI on July 19, 2019. The July 18 IOI did not address employment matters related to Two River’s officers or future directorships for Two River’s directors, but generally confirmed the terms and conditions contained in the June 24 IOI.

On or about July 23, 2019, Piper informed Boenning that OceanFirst was in negotiations with CYHC regarding the CYHC Transactions, and Piper sent Boenning a summary pro forma analysis of the Transactions and the CYHC Transactions on a combined basis. Boenning informed Two River, forwarded such pro forma analysis and other financial information to Two River and discussed such analysis and information with Two River management.

On July 25, 2019, Skadden, the legal counsel for OceanFirst, provided Stevens & Lee with a draft of the merger agreement. Over the next two weeks, the parties, along with their respective legal counsel, negotiated the terms of the Transactions, the merger agreement and certain ancillary agreements, and exchanged drafts of the merger agreement and such ancillary agreements. The terms negotiated by the parties and their respective advisors included, but were not limited to, executory period covenants, termination provisions and termination fees, the treatment of Two River’s outstanding stock purchase rights, support agreements with Two Rivers directors and officers and post-closing employee matters.

At the market close on August 1, 2019, OceanFirst’s common stock was trading at $23.90 per share. At the then proposed exchange ratio, Two River shareholders would have received merger consideration valued at approximately $21.29 per share of Two River common stock. However, by the market close on August 5, 2019, OceanFirst’s common stock had dropped to a price of $22.87 per share. At the then proposed exchange ratio, Two River shareholders would have received merger consideration valued at approximately $20.55 per Two River share.

Two River’s management and representatives from Boenning expressed concern to OceanFirst and Piper Jaffray over the drop in OceanFirst’s stock price, and requested that OceanFirst consider increasing the exchange ratio from 0.7107. OceanFirst responded by offering to change the mix of stock and cash offered from 80% stock and 20% cash to 75% stock and 25% cash. Based on OceanFirst’s closing share price on August 5, 2019, this change to the mix of the merger consideration represented potential value to Two River shareholders of $20.61 per share of Two River common stock. On August 6, 2019, after consultation with the Two River board’s two vice chairmen and lead independent directors, Two River’s management agreed to submit this change, which had the effect of changing the consideration to be received by Two River shareholders to 0.6663 shares of OceanFirst common stock and $5.375 in cash for each share of Two River common stock, to the Two River board.

On August 8, 2019, a special meeting of the Two River board was convened and Two River’s legal and financial advisors participated in the meeting. A copy of the merger agreement that had been negotiated to date, as well as certain ancillary documents, had been sent to the members of the Two River board in advance of the meeting. Representatives of Stevens & Lee reviewed in detail the terms of the merger agreement, the bank plan of merger, and the support agreements to be entered into with OceanFirst by the directors and executive officers of Two River, as well as the amendments to the employment, change in control, deferred compensation, retirement plan and life insurance agreements between Two River and its senior management in connection with the Transactions, which are described in more detail in the section of this proxy statement/prospectus entitled “— Interests of Two River’s Directors and Executive Officers in the Transactions” beginning on page [●]. Representatives of Stevens & Lee also discussed the proposed resolutions that the Two River board would approve, and summarized the directors’ fiduciary duties, specifically in the context of a change of control.

Boenning made a presentation, a copy of which had been sent in advance to the directors, in which it summarized the background and terms of the Transactions, and the pricing metrics for the Transactions, and compared those

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against comparable merger transactions. Boenning also presented several valuation methodologies utilized in its fairness opinion analysis, including comparing Two River to comparable public companies, and an analysis of the estimated net present value per share of Two River’s common stock. Boenning also reviewed the pro forma company’s footprint, metrics about Two River, Two River’s historical financial information and stock performance, and certain pro forma combined company loan and deposit information. Boenning’s presentation included an overview of OceanFirst and its historical financial results, including the results for OceanFirst’s trailing twelve months. Boenning also reviewed OceanFirst’s historical stock price performance, and did a comparison of OceanFirst to comparable public companies. Boenning then presented a pro forma analysis of the Transactions on a stand-alone basis, and then a summary pro forma analysis prepared by Piper of the Transactions and the CYHC Transactions on a combined basis. Boenning concluded by presenting its fairness opinion regarding the fairness of the proposed merger consideration to be received by Two River shareholders from a financial point of view and delivered its written opinion, dated August 8, 2019, and subject to the limitations and qualifications set forth in the opinion, that the merger consideration was fair to the holders of Two River common stock from a financial point of view.

Following these presentations and review and discussion among the members of the Two River board, including consideration of the factors described under “— Two River’s Reasons for the Transactions; Recommendation of the Two River Board”, the Two River board determined that the merger agreement and the transactions contemplated thereby, including the merger of Two River Bank and OceanFirst Bank, were advisable and in the best interests of Two River and its shareholders, and the directors unanimously voted to approve the merger agreement and the transactions contemplated thereby and recommended that Two River shareholders approve the merger agreement.

At this Two River board meeting, the Two River board also approved all of the amendments to the employment, change in control and employee benefit type agreements described above, and also redeemed all of Two River’s outstanding stock purchase rights issued under the Two River Bancorp Shareholder Rights Plan dated July 20, 2011.

On August 8, 2019, the OceanFirst board met to discuss and consider the Transactions. Representatives of Piper Jaffray and Skadden were present at that meeting. After discussions, including a consideration of the factors described in the section of this proxy statement/prospectus entitled “— OceanFirst’s Reasons for the Transactions,” the OceanFirst board unanimously adopted the merger agreement.

Prior to the opening of the market, on August 9, 2019, Two River and OceanFirst signed the definitive merger agreement and publicly announced the Transactions.

Two River’s Reasons for the Transactions; Recommendation of the Two River Board

In reaching the conclusion that the integrated mergers are advisable to, fair to and in the best interests of Two River, the Two River shareholders and the other constituents of Two River, and in approving the merger agreement, the Two River board consulted with Two River’s senior management, legal counsel and financial advisor, and considered a number of factors including, among others, the following, which are not presented in order of priority:

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The Two River board also considered a number of potential risks and uncertainties associated with the Transactions in connection with its deliberation of the Transactions, including, without limitation, the following:

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The foregoing discussion of the information and factors considered by the Two River board is not intended to be exhaustive, but includes the material factors considered by the Two River board. In reaching its decision to approve the merger agreement, the first-step merger and the other transactions contemplated by the merger agreement, the Two River board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Two River board considered all these factors as a whole, including discussions with, and questioning of Two River’s management and Two River’s independent financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

Two River shareholders should be aware that Two River’s directors and executive officers may have interests in the Transactions that are different from, or in addition to, those of other Two River shareholders. The Two River board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement, and in recommending that the merger proposal be approved by the Two River shareholders. See “— Interests of Two River’s Executive Officers and Directors in the Transactions.”

This summary of the reasoning of the Two River board and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Opinion of Two River’s Financial Advisor

Two River engaged Boenning to render financial advisory and investment banking services to Two River, including delivery of an opinion to the Two River board as to the fairness, from a financial point of view, to the holders of Two River common stock of the merger consideration. Two River selected Boenning because Boenning is a nationally recognized investment banking firm with substantial experience in transactions similar to the Transactions. As part of its investment banking business, Boenning is regularly engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions and other corporate transactions.

As part of its engagement, representatives of Boenning attended the meeting of the Two River board held on August 8, 2019 at which the Two River board evaluated the Transactions. At this meeting, Boenning reviewed the financial aspects of the Transactions and rendered an oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Boenning as set forth in such opinion, the merger consideration to be received in the first-step merger by the holders of Two River common stock was fair, from a financial point of view, to such shareholders. The Two River board unanimously adopted the merger agreement at this meeting.

The following description of the Boenning fairness opinion is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Boenning in preparing the opinion.

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Boenning’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Two River board (in its capacity as such) in connection with its consideration of the financial terms of the Transactions. The opinion addressed only the fairness to the holders of Two River common stock, from a financial point of view, of the merger consideration to be received in the first-step merger by such shareholders. It did not address the underlying business decision of Two River to engage in the Transactions or enter into the merger agreement or constitute a recommendation to the Two River board in connection with the Transactions, and it does not constitute a recommendation to any holder of Two River common stock as to how to vote in connection with the Transactions or any other matter.

Boenning’s opinion was reviewed and approved by Boenning’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority, Inc.

In connection with rendering the opinion described above, Boenning reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Two River and OceanFirst and bearing upon the Transactions, including, among other things:

Boenning also performed such other financial analyses, studies and investigations as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally.

In conducting its review and arriving at its opinion, Boenning relied upon and assumed the accuracy and completeness of all of the financial and other information and representations made or given by Two River and OceanFirst, and their respective officers, directors, auditors, counsel and other agents, and on publicly available filings, releases and other information issued by Two River and OceanFirst including financial statements, financial projections and stock price data, as well as certain information from recognized independent sources and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. Boenning relied upon the pro forma

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financial impact of the Transactions on OceanFirst, based on assumptions relating to transaction expenses, purchase accounting adjustments, cost savings and other synergies determined and provided by senior management of Two River and OceanFirst. Boenning assumed, at the direction of Two River, that all forecasts and projections provided to Boenning were reasonably prepared and reflected the best currently available estimates and good faith judgments of the management of Two River and OceanFirst as to their most likely future financial performance. Accordingly, with the consent of Two River, in rendering its opinion, Boenning relied on Two River and OceanFirst management as to the reasonableness and achievability of such information. It is understood that the portion of the foregoing financial information of Two River and OceanFirst that was provided to Boenning was not prepared with the expectation of public disclosure, that all of the foregoing financial information was based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions and that, accordingly, actual results could vary significantly from those set forth in all of such information. Boenning assumed, based on discussions with the management of Two River, and with the consent of the Two River board, that all such information was reasonably prepared and reflect the best currently available estimates and judgment of the management of Two River and OceanFirst as to their most likely future performance. Boenning relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

Boenning is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and Boenning assumed, without independent verification that the allowances for loan losses indicated on the balance sheets of Two River and OceanFirst are adequate to cover such losses. In rendering its opinion, Boenning did not review any individual loans or credit files.

Boenning assumed, in all respects material to its analyses:

Boenning assumed that the Transactions would be consummated in a manner that complied with the applicable provisions of the Securities Act, the Exchange Act, and all other applicable federal and state statutes, rules and regulations. Boenning was further advised by representatives of Two River that Two River relied upon advice from its advisors (other than Boenning) or other appropriate sources as to all legal, tax, regulatory and accounting matters. Boenning did not provide advice with respect to any such matters.

Boenning’s opinion addressed only the fairness to the holders of Two River common stock, from a financial point of view, as of the date of the opinion, of the merger consideration to be received in the first-step merger by

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such shareholders. Boenning’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to Boenning through such date and, accordingly, it speaks to no other period. Boenning did not and does not have an obligation to update, revise or reaffirm its opinion. Boenning’s opinion did not address, and Boenning expressed no view or opinion with respect to:

In rendering its opinion, Boenning was aware of another possible acquisition (which we refer to in this section as the “Other Transaction”) involving OceanFirst. Boenning was not engaged to review the Other Transaction, conducted no due diligence on the Other Transaction or the company subject to the Other Transaction, and did not factor the impact of the Other Transaction into its opinion. Boenning notes that the Transactions are not conditioned upon the occurrence of the Other Transaction. Additionally, Boenning assumed that the Transactions are, in all respects, lawful under applicable law.

In performing its analyses, Boenning made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of Boenning, Two River and OceanFirst. Any estimates contained in the analyses performed by Boenning are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the Boenning opinion was among several factors taken into consideration by the Two River board in making its determination to approve the merger agreement and the transactions contemplated thereby. Consequently, the analyses described below should not be viewed as determinative of the decision of the Two River board with respect to the fairness of the merger consideration. The type and amount of consideration payable in the first-step merger were determined through negotiation between Two River and OceanFirst, and the decision for Two River to enter into the merger agreement was solely that of the Two River board.

The following is a summary of the material financial analyses presented by Boenning to the Two River board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by Boenning to the Two River board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Boenning did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Boenning believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, Boenning utilized an implied per share transaction value for the Transactions of $20.52 per outstanding share of Two River common stock, based on the consideration of $5.375 in cash and a fixed exchange ratio of 0.6663 shares of OceanFirst common stock, as well as OceanFirst’s

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closing price of $22.73 on August 7, 2019. Boenning also utilized an implied aggregate transaction value for the Transactions of $180.4 million based on (i) the implied per share transaction value of $20.52 per share of Two River common stock, (ii) the “in the money” value of Two River’s outstanding stock options based on the excess of the implied per share transaction value of $20.52 over the weighted average strike price of $6.64, (iii) the “in the money” value of Two River’s outstanding stock options based on the difference between their weighted average strike price of $6.64 and the implied per share transaction value of $20.52, (iv) 8,690,610 shares of Two River common stock outstanding, and (v) 150,610 Two River stock options outstanding. The aggregate implied value of the consideration payable to the holders of Two River common stock was $178.3 million while the aggregate amount of cash payable to the holders of Two River stock options was $2.1 million.

In addition to the financial analyses described below, Boenning reviewed with the Two River board for informational purposes, among other things, the following implied transaction multiples based on the implied transaction value for the Transactions of $20.52 per outstanding share of Two River common stock:

Two River Selected Companies Analysis. Using publicly available information, Boenning compared the financial performance, financial condition and market performance of Two River to 28 exchange-traded banks and bank holding companies with total assets between $800 million and $1.4 billion with a median of $1.1 billion (which we refer to as the “Two River selected companies”). The Two River selected companies excludes companies that are in the process of being acquired. The selected companies are headquartered in the Mid-Atlantic.

The Two River selected companies were as follows: