SCHEDULE: OceanFirst Financial Corp. Registration Rights Agreement

OceanFirst Financial Corp. entered into a registration rights agreement with Warburg Pincus affiliates following a private placement of common and non-voting common equivalent stock.

Summary

• OceanFirst Financial Corp. (the Company) entered into a Registration Rights Agreement with WPGG 14 Orion Investments, L.P. and WPFS II Orion Investments, L.P. (the Purchasers) on June 1, 2026.
• The agreement follows an investment of $225 million by the Purchasers, consisting of 9,574,639 shares of Voting Common Stock and 1,812 shares of Non-Voting Common Equivalent Stock (NVCE Stock).
• The Company also issued warrants to the Purchasers to purchase up to 11,386.64 shares of NVCE Stock.
• The agreement grants the Purchasers customary registration rights, including S-3 shelf registration rights, demand registration rights, and piggyback registration rights.
• The Company is obligated to file a shelf registration statement on Form S-3 within five days of the June 1, 2026 closing date.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral, procedural filing that formalizes the exit rights for a significant private equity investment, which is a standard and expected step following the closing of the investment.

Positives

• Provides liquidity options for the Purchasers through established registration rights.
• The Company is obligated to pay registration expenses, including SEC filing fees and reasonable legal fees for one counsel representing the holders.
• Includes standard indemnification provisions protecting both the Company and the Shareholders.

Negatives

• The Company bears the burden of registration expenses, which could be significant depending on the frequency of registrations.
• The Company is subject to potential 'blackout' periods and suspension rights, which may limit the timing of sales by the Purchasers.
• The agreement includes limitations on the number of demand registrations and underwritten shelf take-downs per year.

Risks

• Potential for future dilution if warrants are exercised and NVCE stock is converted into voting common stock.
• The Company may be required to postpone or suspend registration statements to avoid disclosing material non-public information.
• The Company's obligation to maintain the effectiveness of registration statements is subject to SEC rules and potential regulatory hurdles.

Future Outlook

The Company intends to use the proceeds from the investment for general corporate purposes, including working capital, supporting organic growth, and funding potential acquisitions.

Management Comments

• Management has committed to using reasonable best efforts to file and maintain the effectiveness of the shelf registration statement.

Industry Context

StockSavvy.ai notes that this registration rights agreement is a standard component of a private equity investment in a financial institution, providing the investor with a clear path to exit while ensuring the issuer maintains control over the timing of public offerings.

Comparison to Industry Standards

• The registration rights granted are consistent with standard market practice for private placements in the banking sector.
• The expense reimbursement caps ($225,000 for initial demand registrations) are within typical ranges for such agreements.
• The inclusion of piggyback rights and shelf registration rights is standard for institutional investors of this size.

Management Changes

Corporate Governance

Legal Proceedings

• None disclosed.

Related Party Transactions

• The agreement involves the Purchasers (Warburg Pincus affiliates) and the Company, as detailed in the Investment Agreement.

Stakeholder Impact

• Shareholders may experience dilution from the issuance of new shares and potential future conversion of NVCE stock and warrants.
• The appointment of a new director may influence corporate strategy.

Next Steps

• The Company must file a shelf registration statement on Form S-3 within five days of the June 1, 2026 closing.

Key Dates

Keywords

OceanFirst Financial Corp, Registration Rights Agreement, Warburg Pincus, SEC Filing, Common Stock, NVCE Stock, Warrants