OCEANFIRST FINANCIAL CORP false 0001004702 0001004702 2020-04-27 2020-04-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 27, 2020

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware |  | 001-11713 |  | 22-3412577
(State or other jurisdiction of incorporation or organization) |  | (Commission File No.) |  | (IRS Employer Identification No.)

110 West Front Street, Red Bank, New Jersey 07701

(Address of principal executive offices, including zip code)

(732)240-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading symbol |  | Name of each exchange in which registered
Common stock, $0.01 par value per share |  | OCFC |  | NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01 | REGULATION FD DISCLOSURE

OceanFirst Financial Corp. (the “Company”) is scheduled to make presentations to current and prospective investors on or after April 27, 2020. Attached as Exhibit 99.1 of this Form 8-K is a copy of the presentation which the Company will make available at these presentations and will post on its website at www.oceanfirst.com.

This Current Report on Form 8-K and the documents included as exhibits hereto are for informational purposes only and shall not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.

The information contained in this Item 7.01 and Exhibit 99.1 hereto, is being furnished to the SEC and shall not be deemed “filed” for any purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly incorporated by specific reference in such a filing.

ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS

| (d) |  |  | EXHIBITS
| 99.1 |  |  | Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors on or after April 27, 2020.
| 104 |  |  | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No. |  |  | Description of Exhibit
| 99.1 |  |  | Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors on or after April 27, 2020.
| 104 |  |  | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  |  |  |  | OCEANFIRST FINANCIAL CORP.
Dated: April 27, 2020 |  |  |  |  |  | /s/ Michael J. Fitzpatrick
|  |  |  |  |  | Michael J. Fitzpatrick
|  |  |  |  |  | Executive Vice President and Chief Financial Officer