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OceanFirst Financial (OCFC) stake and NVCE stock warrants disclosed

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Form Type
3

Rhea-AI Filing Summary

OCEANFIRST FINANCIAL CORP filed an initial ownership report showing a significant position held by Warburg Pincus–affiliated funds. The reporting entities indirectly hold 1,812 shares of non-voting common equivalent stock and 9,574,639 shares of common stock. They also hold warrants linked to 11,386.64 additional non-voting shares, with a seven-year term and an exercise price of $19,760 per share, subject to anti-dilution adjustments and stock-price and change-of-control conditions. Investment and voting decisions are made by a committee whose members and affiliated entities formally disclaim beneficial ownership beyond any pecuniary interest.

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Insider WARBURG PINCUS LLC, Warburg Pincus (Bermuda) Private Equity GP Ltd.
Role null | null
Type Security Shares Price Value
holding Warrants -- -- --
holding Common Stock, par value $0.01/share -- -- --
holding Non-Voting Common Equivalent Stock, par value $0.01/share -- -- --
Holdings After Transaction: Warrants — 11,386.64 shares (Indirect, See Footnotes.); Common Stock, par value $0.01/share — 9,574,639 shares (Indirect, See Footnotes.); Non-Voting Common Equivalent Stock, par value $0.01/share — 1,812 shares (Indirect, See Footnotes.)
Footnotes (1)
  1. Reflects securities held directly by (i) WPGG 14 Orion Investments, L.P., a Delaware limited partnership ("WPGG14 Purchaser") and (ii) WPFS II Orion Investments, L.P., a Delaware limited partnership ("WPFSII Purchaser" and, together with WPGG14 Purchaser, the "Purchasers"). The equity interests of WPGG14 Purchaser are held by (i) Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Callisto 14"), (ii) Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Europa 14"), (iii) Warburg Pincus Global Growth 14-B (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-B"), (iv) Warburg Pincus Global Growth 14-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-E"), (continued on footnote 2) (continued from footnote 1) (v) Warburg Pincus Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("Warburg Pincus Global Growth 14 Partners"), and (vi) WP Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14 Partners" and, together with WP Callisto 14, WP Europa 14, WP Global Growth 14-B, WP Global Growth 14-E and Warburg Pincus Global Growth 14 Partners, the "WP Global Growth 14 Funds"). The equity interests of WPFSII Purchaser are held by (i) Warburg Pincus Financial Sector II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II LP"), (ii) Warburg Pincus Financial Sector II-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II-E"), and (iii) Warburg Pincus Financial Sector II Partners (Cayman), L.P., a Cayman Islands (continued on footnote 3) (continued from footnote 2) exempted limited partnership ("WP Financial Sector II Partners" and, together with WP Financial Sector II LP and WP Financial Sector II-E, the "WP Financial Sector II Funds"). WPGG 14 Orion Investments GP, LLC, a Delaware limited liability company ("WPGG14 Orion GP") is the general partner of WPGG14 Purchaser. Warburg Pincus (Cayman) Global Growth 14 GP, L.P., a Cayman Islands exempted limited partnership ("WPGG Cayman 14 GP"), is the general partner of each of the WP Global Growth 14 Funds. Warburg Pincus (Cayman) Global Growth 14 GP LLC, a Cayman Islands exempted limited liability company ("WPGG Cayman 14 GP LLC"), is the general partner of WPGG Cayman 14 GP. WPFSII Orion Investments GP, LLC, a Delaware limited liability company, ("WPFSII Orion GP") is the general partner of WPFSII Purchaser. Warburg Pincus (Cayman) Financial Sector II GP, L.P., a Cayman Islands exempted limited partnership ("WPFS Cayman II GP") (continued on footnote 4) (continued from footnote 3), is the general partner of each of the WP Financial Sector II Funds. Warburg Pincus (Cayman) Financial Sector II GP LLC, a Cayman Islands exempted limited liability company ("WPFS Cayman II GP LLC"), is the general partner of WPFS Cayman II GP. Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman"), is the managing member of WPGG Cayman 14 GP LLC and WPFS Cayman II GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP"), is the general partner of WPP II Cayman. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and, together with the WP Global Growth 14 Funds, the WP Financial Sector II Funds, WPGG14 Orion GP, WPGG Cayman 14 GP, WPGG Cayman 14 GP LLC, WPFSII Orion GP, WPFS Cayman II GP, WPFS Cayman II GP LLC, WPP II Cayman and WP Bermuda GP, the "Reporting Persons" (continued on footnote 5) (continued from footnote 4) and each, a "Reporting Person"), is the manager of the WP Global Growth 14 Funds and WP Financial Sector II Funds. Investment and voting decisions with respect to the securities of the Issuer held by the Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the securities of the Issuer held by the Reporting Persons. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than the Purchasers, (continued on footnote 6) (continued from footnote 5) herein states that this filing shall not be deemed an admission that it or he is the beneficial owner of any of the securities of the Issuer covered by this Statement. Each of the Reporting Persons disclaims their beneficial ownership of such securities except to the extent of its pecuniary interest therein. The Issuer issued an aggregate of 1,812 shares of non-voting common equivalent stock, par value $0.01/share ("NVCE Stock") to the Purchasers on June 1, 2026, pursuant to the Investment Agreement, dated as of December 29, 2025 (the "Investment Agreement"), by and among the Issuer and the Purchasers. The Warrants are exercisable, in whole or in part, to purchase 11,386.64 shares of NVCE Stock. The Warrants are exercisable at a price of $19,760 per share, subject to customary anti-dilution adjustments provided under the Warrants. The Warrants carry a term of seven years and can be exercised voluntarily following the third anniversary of the closing of the transactions contemplated by the Investment Agreement (the "Closing"). The Warrants can also be voluntarily exercised prior to the third anniversary of the Closing, (A) in the event the market price of common stock, par value $0.01/share ("Common Stock") reaches or exceeds $30 per share at the closing of any trading day or (B) in connection with certain change of control transactions involving the Issuer. (continued on footnote 10) (continued from footnote 9) The Warrants are subject to mandatory exercise, at any time, in the event the market price of Common Stock reaches or exceeds $30 per share for a certain number of trading days over a specified period. In the event of a change of control transaction where less than 90% of the consideration in such transaction is comprised of equity securities traded on the NASDAQ or NYSE, the Purchasers will be entitled to receive additional shares if they exercise the Warrants in connection with such transaction.
Non-voting common equivalent stock 1,812 shares Issued to the purchasers on June 1, 2026 under the Investment Agreement
Common stock held 9,574,639 shares Indirect holdings following the reported position
Warrant underlying shares 11,386.64 NVCE shares Warrants exercisable into non-voting common equivalent stock
Warrant exercise price $19,760 per share Exercise price for each NVCE share under the warrants
Warrant term 7 years Warrants expire on June 1, 2033
Early exercise trigger $30 per share Common stock price level that can permit earlier voluntary or mandatory warrant exercise
Non-Voting Common Equivalent Stock financial
"The Issuer issued an aggregate of 1,812 shares of non-voting common equivalent stock, par value $0.01/share ("NVCE Stock")"
Warrants financial
"The Warrants are exercisable, in whole or in part, to purchase 11,386.64 shares of NVCE Stock."
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Investment Agreement financial
"pursuant to the Investment Agreement, dated as of December 29, 2025 (the "Investment Agreement"), by and among the Issuer and the Purchasers."
A written contract between an investor and a company that lays out the exact terms of an investment — how much money is provided, what the investor receives in return, and the rights and obligations of each side. It matters to investors because it sets the rules for ownership, control, payout and exit, and protections against future changes; think of it like a lease or recipe that tells everyone what to expect and how disputes or changes will be handled.
change of control transaction financial
"in connection with certain change of control transactions involving the Issuer."
A change of control transaction is when a company’s ownership shifts so dramatically that new people effectively run it, such as through a merger, sale of most shares, or takeover. Investors care because this can alter management, strategy, and deal terms—like a house sold to a new owner who rewrites the rules—potentially changing a stock’s value, accelerating employee equity payouts, or triggering debt and contract clauses that affect returns.
Rule 16a-1(a)(4) regulatory
"Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than the Purchasers, herein states that this filing shall not be deemed an admission"
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
WARBURG PINCUS LLC
(Last)(First)(Middle)
C/O WARBURG PINCUS
450 LEXINGTON AVENUE
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2026		3. Issuer Name and Ticker or Trading Symbol
OCEANFIRST FINANCIAL CORP [ OCFC ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01/share9,574,639ISee Footnotes.(1)(2)(3)(4)(5)(6)
Non-Voting Common Equivalent Stock, par value $0.01/share1,812(7)ISee Footnotes.(1)(2)(3)(4)(5)(6)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants (9)(10)06/01/2033NVCE Stock(7)(8)11,386.64(8)(9)(10)ISee Footnotes.(1)(2)(3)(4)(5)(6)
1. Name and Address of Reporting Person*
WARBURG PINCUS LLC
(Last)(First)(Middle)
C/O WARBURG PINCUS
450 LEXINGTON AVENUE
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Warburg Pincus (Bermuda) Private Equity GP Ltd.
(Last)(First)(Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
(Street)
NEW YORK NEW YORK 10017
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Reflects securities held directly by (i) WPGG 14 Orion Investments, L.P., a Delaware limited partnership ("WPGG14 Purchaser") and (ii) WPFS II Orion Investments, L.P., a Delaware limited partnership ("WPFSII Purchaser" and, together with WPGG14 Purchaser, the "Purchasers"). The equity interests of WPGG14 Purchaser are held by (i) Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Callisto 14"), (ii) Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Europa 14"), (iii) Warburg Pincus Global Growth 14-B (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-B"), (iv) Warburg Pincus Global Growth 14-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14-E"), (continued on footnote 2)
2. (continued from footnote 1) (v) Warburg Pincus Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("Warburg Pincus Global Growth 14 Partners"), and (vi) WP Global Growth 14 Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Global Growth 14 Partners" and, together with WP Callisto 14, WP Europa 14, WP Global Growth 14-B, WP Global Growth 14-E and Warburg Pincus Global Growth 14 Partners, the "WP Global Growth 14 Funds"). The equity interests of WPFSII Purchaser are held by (i) Warburg Pincus Financial Sector II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II LP"), (ii) Warburg Pincus Financial Sector II-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP Financial Sector II-E"), and (iii) Warburg Pincus Financial Sector II Partners (Cayman), L.P., a Cayman Islands (continued on footnote 3)
3. (continued from footnote 2) exempted limited partnership ("WP Financial Sector II Partners" and, together with WP Financial Sector II LP and WP Financial Sector II-E, the "WP Financial Sector II Funds"). WPGG 14 Orion Investments GP, LLC, a Delaware limited liability company ("WPGG14 Orion GP") is the general partner of WPGG14 Purchaser. Warburg Pincus (Cayman) Global Growth 14 GP, L.P., a Cayman Islands exempted limited partnership ("WPGG Cayman 14 GP"), is the general partner of each of the WP Global Growth 14 Funds. Warburg Pincus (Cayman) Global Growth 14 GP LLC, a Cayman Islands exempted limited liability company ("WPGG Cayman 14 GP LLC"), is the general partner of WPGG Cayman 14 GP. WPFSII Orion Investments GP, LLC, a Delaware limited liability company, ("WPFSII Orion GP") is the general partner of WPFSII Purchaser. Warburg Pincus (Cayman) Financial Sector II GP, L.P., a Cayman Islands exempted limited partnership ("WPFS Cayman II GP") (continued on footnote 4)
4. (continued from footnote 3), is the general partner of each of the WP Financial Sector II Funds. Warburg Pincus (Cayman) Financial Sector II GP LLC, a Cayman Islands exempted limited liability company ("WPFS Cayman II GP LLC"), is the general partner of WPFS Cayman II GP. Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman"), is the managing member of WPGG Cayman 14 GP LLC and WPFS Cayman II GP LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP"), is the general partner of WPP II Cayman. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and, together with the WP Global Growth 14 Funds, the WP Financial Sector II Funds, WPGG14 Orion GP, WPGG Cayman 14 GP, WPGG Cayman 14 GP LLC, WPFSII Orion GP, WPFS Cayman II GP, WPFS Cayman II GP LLC, WPP II Cayman and WP Bermuda GP, the "Reporting Persons" (continued on footnote 5)
5. (continued from footnote 4) and each, a "Reporting Person"), is the manager of the WP Global Growth 14 Funds and WP Financial Sector II Funds. Investment and voting decisions with respect to the securities of the Issuer held by the Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the securities of the Issuer held by the Reporting Persons. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than the Purchasers, (continued on footnote 6)
6. (continued from footnote 5) herein states that this filing shall not be deemed an admission that it or he is the beneficial owner of any of the securities of the Issuer covered by this Statement. Each of the Reporting Persons disclaims their beneficial ownership of such securities except to the extent of its pecuniary interest therein.
7. The Issuer issued an aggregate of 1,812 shares of non-voting common equivalent stock, par value $0.01/share ("NVCE Stock") to the Purchasers on June 1, 2026, pursuant to the Investment Agreement, dated as of December 29, 2025 (the "Investment Agreement"), by and among the Issuer and the Purchasers.
8. The Warrants are exercisable, in whole or in part, to purchase 11,386.64 shares of NVCE Stock.
9. The Warrants are exercisable at a price of $19,760 per share, subject to customary anti-dilution adjustments provided under the Warrants. The Warrants carry a term of seven years and can be exercised voluntarily following the third anniversary of the closing of the transactions contemplated by the Investment Agreement (the "Closing"). The Warrants can also be voluntarily exercised prior to the third anniversary of the Closing, (A) in the event the market price of common stock, par value $0.01/share ("Common Stock") reaches or exceeds $30 per share at the closing of any trading day or (B) in connection with certain change of control transactions involving the Issuer. (continued on footnote 10)
10. (continued from footnote 9) The Warrants are subject to mandatory exercise, at any time, in the event the market price of Common Stock reaches or exceeds $30 per share for a certain number of trading days over a specified period. In the event of a change of control transaction where less than 90% of the consideration in such transaction is comprised of equity securities traded on the NASDAQ or NYSE, the Purchasers will be entitled to receive additional shares if they exercise the Warrants in connection with such transaction.
Remarks:
Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed a director-by-deputization by virtue of a contractual right to designate a representative to serve on the board of directors of the Issuer. Todd Schell became a director of the Issuer on June 1, 2026. Mr. Schell is a Principal in WP LLC's Financials Services group. See Signatures of the Reporting Persons attached as Exhibit 99.1.
See Exhibit 99.106/09/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What stake does Warburg Pincus report in OCEANFIRST FINANCIAL CORP (OCFC)?

Warburg Pincus–affiliated funds indirectly hold 9,574,639 shares of common stock in OCEANFIRST FINANCIAL CORP, plus 1,812 shares of non-voting common equivalent stock. This reflects a sizable equity position managed through multiple related investment partnerships.

What are the terms of the OceanFirst (OCFC) non-voting common equivalent stock reported?

The filing shows 1,812 shares of non-voting common equivalent stock, par value $0.01 per share, issued to the purchasers on June 1, 2026 under an Investment Agreement dated December 29, 2025. These shares track economic exposure without providing standard voting rights.

What warrant position linked to OceanFirst (OCFC) does Warburg Pincus report?

Warburg Pincus–affiliated entities hold warrants exercisable for 11,386.64 shares of non-voting common equivalent stock. The warrants have a seven-year term, can become exercisable based on price and change-of-control conditions, and are subject to customary anti-dilution provisions.

What is the exercise price and term of the OceanFirst (OCFC) warrants?

The warrants are exercisable at $19,760 per share of non-voting common equivalent stock and carry a seven-year term, expiring on June 1, 2033. They may be exercised earlier if the common stock trades at or above $30 or in certain change-of-control scenarios.

Do Warburg Pincus entities claim full beneficial ownership of their OCFC securities?

The reporting entities state that investment and voting decisions are made by a committee and that each reporting person, other than the direct purchasers, disclaims beneficial ownership of the issuer’s securities except to the extent of its pecuniary interest, under Rule 16a-1(a)(4).