As filed with the Securities and Exchange Commission on August 29, 2017December 6, 2018

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753110 WEST FRONT STREET, RED BANK, NEW JERSEY 07701

(732)240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Christopher D. Maher

President and Chief Executive Officer

975 Hooper Avenue110 West Front Street

Toms River,Red Bank, New Jersey 0875307701

(732)240-4500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the conditions to the closing of the merger described herein have been satisfied or waived.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule14d-14d-1(d) 1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document doesshall not constitute an offer to sell or athe solicitation of anany offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or from any person to whom it is unlawful to makequalification under the securities laws of any such offer or solicitation in such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION — DATED AUGUST 29, 2017DECEMBER 6, 2018

Proxy Statement Prospectus		Prospectus Proxy Statement

MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

On June 30, 2017,October 25, 2018, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Sun Bancorp, Inc.,OceanFirst Bank, National Association, a New Jersey corporation (which we refer to as “Sun”), and Mercury Merger Sub Corp., a New Jersey corporationnational banking association and a wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”“OceanFirst Bank”), and Capital Bank of New Jersey, a New Jersey chartered commercial bank (which we refer to as “Capital Bank”), entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combinationmerger of OceanFirst Bank and Sun.Capital Bank. Under the terms of the merger agreement, (i) Merger Sub will merge with and into Sun (which we refer to as the “first-step merger”), with Sun continuing as the surviving corporation in the first-step merger and as a wholly-owned subsidiary of OceanFirst, (ii) immediately following the completion of the first-step merger, Sun will merge with and into OceanFirst (which we refer to as the “second-step merger” and, together with the first-step merger, the “integrated mergers”), with OceanFirst continuing as the surviving corporation in the second-step merger (we refer to the surviving corporation following the second-step merger as the “combined company”), and (iii) immediately following the completion of the integrated mergers, Sun NationalCapital Bank a national bank and a wholly-owned subsidiary of Sun (which we refer to as “Sun National Bank”), will merge with and into OceanFirst Bank, with OceanFirst Bank continuing as the surviving bank and as a wholly-owned subsidiary of OceanFirst (which we refer to as “OceanFirst Bank”), with OceanFirst Bank being the surviving bank in such merger (which we refer to as the “bank merger” and, together with the integrated mergers, the “Transactions”).OceanFirst.

At the effective time of the first-step merger, (which we refer to as the “effective time”), each outstanding share of the common stock par value $5.00 per share, of Sun (which we refer to as “Sun common stock”),Capital Bank, except for certainspecified shares of SunCapital Bank common stock owned by SunCapital Bank, OceanFirst or OceanFirst,stockholders who have properly exercised dissenters’ rights, will be converted into the right to receive either:

Holders of Sun common stock willof OceanFirst, together with cash in lieu of the fractional shares, if any, each such Capital Bank stockholder would have the right to electotherwise been entitled to receive in the cash consideration ormerger.

Although the stock consideration, subject to the allocation and proration provisions of the merger agreement. The merger agreement provides that the aggregate amount of cash consideration will not exceed the product of (x) $3.78 and (y) the total number of shares of SunOceanFirst common stock issued and outstanding immediately priorthat holders of Capital Bank common stock will be entitled to receive is fixed, the effective time.

The market value of such shares (and, therefore, the stock considerationmerger consideration) will fluctuate with the market price of OceanFirst common stock and will not be known at the time that holdersCapital Bank stockholders vote on the merger. However, as described in more detail elsewhere in this proxy statement/prospectus, under the terms of Sunthe merger agreement, if the average of the daily closing prices of OceanFirst common stock over a specified period of time close to the expected closing date of the merger decreases below certain specified thresholds, Capital Bank would have a right to terminate the merger agreement, unless OceanFirst elects to increase the 1.25 share exchange ratio, which would result in additional shares of OceanFirst common stock being issued. Based on the $25.06 closing price of OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “Sun shareholders”“NASDAQ”) vote on October 25, 2018, the first-step merger.last full trading day before the public announcement of the merger, the per share value of the merger consideration was equal to $31.33. Based on the $[●] closing price of OceanFirst common stock on the NASDAQ on [●], 2017,2018, the latest practicable trading day before the printing of this joint proxy statement/prospectus, the per share value of the merger consideration was equal to $[●] (and the aggregate value of the merger consideration was equal to approximately $[●] million), which includes the value of the stock portion of the merger consideration and the cash portion of the merger consideration.. Based on the 0.78841.25 exchange ratio and the number of shares of SunCapital Bank common stock outstanding as of [●], 20172018 (which includes the number of shares of SunCapital Bank common stock underlying Sun’sCapital Bank’s stock option and restricted stock awards and restricted stock award units as of [●], 2017)2018),

the maximum number of shares of OceanFirst common stock estimated to be issuable at the effective time is [●].We urge you to obtain current market quotations for OceanFirst (trading symbol “OCFC”) and Sun (tradingCapital Bank (OTC Pink symbol “SNBC”“CANJ”)..

OceanFirstCapital Bank will hold a special meeting of its stockholders (which we refer to as the “OceanFirst special meeting”) in connection with the issuance of the shares of OceanFirst common stock representing the stock consideration (which we refer to as the “OceanFirst share issuance”). At the OceanFirst special meeting, the holders of OceanFirst common stock (which we refer to as the “OceanFirst stockholders”) will be asked to vote to approve the OceanFirst share issuance. Approval of the OceanFirst share issuance requires the affirmative vote of a majority of the total votes cast by the OceanFirst stockholders at the OceanFirst special meeting.

Sun will hold a special meeting of its shareholders (which we refer to as the “Sun special meeting”) in connection with the first-step merger. At the Sun special meeting, Sun shareholdersCapital Bank stockholders will be asked to vote to approve the merger agreement, the merger and a related matters,matter as described in this joint proxy statement/prospectus. Under the New Jersey lawBanking Act and Sun’s organizational documents,the National Bank Act, approval of the merger agreement requires the affirmative vote of a majoritythe holders of at leasttwo-thirds of the votes cast by Sun shareholderscommon stock of Capital Bank entitled to vote at the Sun special meeting.

Capital Bank stockholders are or may be entitled to assert dissenters’ rights with respect to the merger under Section 215a of the National Bank Act (which we refer to as “12 U.S.C. § 215a”). Any stockholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in 12 U.S.C. § 215a, a copy of which is included asAnnex B to the accompanying proxy statement/prospectus. A description of these procedures is included in the section entitled “The Merger — Dissenters’ Rights” in the accompanying proxy statement/prospectus.

The OceanFirst special meeting willis scheduled to be held on [●], 20172019 at 975 Hooper Avenue, Toms River, New Jersey 08753, at [●] local time. The Sun special meeting will be held on [●], 2017 at 350 Fellowship Road, Suite 101, Mt. Laurel, New Jersey 08054,the Luciano Conference Center, Cumberland County College, at [●] local time.

The SunCapital Bank board of directors unanimously recommends that Sun shareholdersCapital Bank stockholders vote “FOR” the approval of the merger agreement and the transactions contemplated thereby, including the first-step merger, “FOR” the Sun merger-related compensation proposal and “FOR” the Sun adjournment proposal.other proposal to be considered at the special meeting.

The OceanFirst board of directors unanimously recommends that OceanFirst stockholders vote “FOR” the OceanFirst share issuance and “FOR” the OceanFirst adjournment proposal.

This joint proxy statement/prospectus describes the Sun special meeting, the OceanFirst special meeting, the Transactions, the OceanFirst share issuance,merger, the documents related to the Transactionsmerger and other related matters.Please carefully read this entire joint proxy statement/prospectus, including “Risk“Risk Factors,” beginning on page[● [●], for a discussion of the risks relating to the proposed merger and the OceanFirst share issuance.merger. You also can obtain information about OceanFirst and Sun from documents that eachit has filed with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the first-step merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.offense.

The securities to be issued in the first-step merger are not savings or deposit accounts or other obligations of any bank ornon-bank subsidiary of either OceanFirst or Sun,Capital Bank, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agencyagency..

The date of this joint proxy statement/prospectus is [●], 2017,2018 and it is first being mailed or otherwise delivered to OceanFirstthe stockholders and Sun shareholdersof Capital Bank on or about [●], 2017.2018.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of OceanFirst:our Stockholders:

OceanFirst will hold the OceanFirstA special meeting of the stockholders of Capital Bank of New Jersey, or Capital Bank, is scheduled to be held at [●] local time, on [●], 2017,2019, at 975 Hooper Avenue, Toms River, New Jersey 08753the Luciano Conference Center, Cumberland County College to consider and vote upon the following matters:proposals:

We have fixed the close of business on [●], 2017,2018 as the record date for the OceanFirst special meeting (which we refer to as the “OceanFirst record date”).meeting. Only OceanFirstCapital Bank stockholders of record as of the OceanFirstthis record date are entitled to notice of, and to vote at, the OceanFirst special meeting, or any adjournment of the OceanFirst special meeting. ApprovalUnder the New Jersey Banking Act and the National Bank Act, approval of the OceanFirst share issuancemerger proposal requires the affirmative vote of a majority of the total votes cast by the holders of OceanFirstat leasttwo-thirds of the common stock of Capital Bank entitled to vote at the OceanFirst special meeting. The OceanFirst adjournment proposal will be approved if the holders of a majority of the votes cast by the holders of OceanFirst common stockshares represented at the OceanFirst special meeting, are votedprovided a quorum is present, vote in favor of the OceanFirst adjournmentsuch proposal.

The OceanFirstCapital Bank stockholders are or may be entitled to assert dissenters’ rights with respect to the merger described above under 12 U.S.C. § 215a. Any stockholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in 12 U.S.C. § 215a, a copy of which is included asAnnex B to the accompanying proxy statement/prospectus. A description of these procedures is included in the section entitled “The Merger — Dissenters’ Rights” in the accompanying proxy statement/prospectus.

Our board of directors has unanimously approved the mergerAgreement and Plan of Merger, has determined that such agreement and the transactions contemplated thereby,by such agreement, including the integrated mergersmerger of Capital Bank with and into OceanFirst Bank, are advisable and in the OceanFirst share issuance,best interests of Capital Bank and its stockholders, and unanimously recommends that OceanFirst stockholders vote “FOR” the OceanFirst share issuancemerger proposal and “FOR” the OceanFirst adjournment proposal.

Your vote is very importantimportant.. We cannot complete the integrated mergersmerger described above unless the OceanFirst stockholdersholders of at leasttwo-thirds of our outstanding shares of common stock approve the OceanFirst share issuancemerger proposal.

Regardless of whether you plan to attend the OceanFirst special meeting, please vote as soon as possible. If you hold stock in your name as a stockholder of record of OceanFirst, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

This joint proxy statement/prospectus provides a detailed description of the OceanFirst special meeting, the Transactions, the OceanFirst share issuance, the documents related to the Transactions and other related matters. We urge you to read this entire joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

Christopher D. Maher

President, Chief Executive Officer and Chairman of the Board

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Sun:

Sun will hold the Sun special meeting at [●] local time, on [●], 2017, at 350 Fellowship Road, Suite 101, Mt. Laurel, New Jersey 08054 to consider and vote upon the following matters:

We have fixed the close of business on [●], 2017, as the record date for the Sun special meeting (which we refer to as the “Sun record date”). Only Sun shareholders of record as of the Sun record date are entitled to notice of, and to vote at, the Sun special meeting, or any adjournment of the Sun special meeting. Under New Jersey law and Sun’s organizational documents, approval of the Sun merger proposal requires the affirmative vote of a majority of the total votes cast by Sun shareholders entitled to vote at the Sun special meeting. The Sun merger-related compensation proposal will be approved if a majority of the votes cast on such proposal at the Sun special meeting are voted in favor of such proposal. The Sun adjournment proposal will be approved if a majority of the votes cast on such proposal at the Sun special meeting are voted in favor of such proposal.

The Sun board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the integrated mergers, are advisable and in the best interests of Sun and its shareholders, and unanimously recommends that Sun shareholders vote “FOR” the Sun merger proposal, “FOR” the Sun merger-related compensation proposal and “FOR” the Sun adjournment proposal.

Your vote is very important. We cannot complete the integrated mergers unless the Sun shareholders approve the Sun merger proposal.

Regardless of whether you plan to attend the Sun special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record of Sun,Capital Bank, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. You may also vote through the Internet. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.

This jointThe accompanying proxy statement/prospectus provides a detailed description of the Sun special meeting, the Transactions, the Sun merger proposal, Sun merger-related compensation proposal,of Capital Bank with and into OceanFirst Bank, the documents related to the Transactionsmerger and other related matters. We urge you to read this entire jointthe proxy statement/prospectus, including any documents incorporated in this jointthe proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

Thomas M. O’BrienDavid J. Hanrahan

President and Chief Executive Officer

Capital Bank of New Jersey

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about OceanFirst and Sun from documents filed with the Securities and Exchange Commission (which we refer to as the “SEC”) that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by OceanFirst and/or Sun at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting the appropriate companyOceanFirst at the following address:

OceanFirst Financial Corp.

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of yourthe special meeting. This means that OceanFirstCapital Bank stockholders requesting documents must do so by [●], 2017,2019, in order to receive them before the OceanFirst special meeting, and Sun shareholders requesting documents must do so by [●], 2017, in order to receive them before the Sun special meeting.

You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [●], 2017,2018, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such document, and neither the mailing of this document to Sun shareholders or OceanFirstCapital Bank stockholders nor the issuance by OceanFirst of shares of OceanFirst common stock in connection with the first-step merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding SunCapital Bank has been provided by SunCapital Bank and information contained in this document regarding OceanFirst has been provided by OceanFirst.

See “Where You Can Find More Information” beginning on page [●] for more details.

TABLE OF CONTENTS

i

i

ii

ii

ANNEXES

iii

QUESTIONS AND ANSWERS

The following are some questions that you, as an OceanFirst stockholder or a Sun shareholder,holder of Capital Bank common stock (which we refer to as a “Capital Bank stockholder”), may have about the Transactions, the OceanFirst share issuance, the OceanFirst special meetingmerger or the Sun special meeting as applicable, and brief answers to those questions. We urge you to read carefully the remainderall of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the Transactions, the OceanFirst share issuance, the OceanFirst special meetingmerger or the Sun special meeting, as applicable.meeting. For details about where you can find additional important information, please see the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].

Unless the context otherwise requires, references in this joint proxy statement/prospectus to “OceanFirst” refer to OceanFirst Financial Corp., a Delaware corporation, and its subsidiaries, and references to “Sun”“Capital Bank” refer to Sun Bancorp, Inc.,Capital Bank of New Jersey, a New Jersey corporation,chartered commercial bank, and its subsidiaries.

Q: What areis the Transactions?Merger?

A: OceanFirst, SunOceanFirst Bank and Mercury Merger Sub Corp. (which we refer to as “Merger Sub”)Capital Bank entered into the merger agreement on June 30, 2017. The first-step merger isOctober 25, 2018, which provides for the first step in a seriesstrategic acquisition of transactions to combineCapital Bank by OceanFirst and Sun, and their respective subsidiary banks, OceanFirst Bank and Sun National Bank.

Under the terms of the merger agreement:

A copy of the merger agreement is included in this joint proxy statement/prospectus asAnnex A.

The integrated mergersmerger cannot be completed unless, among other things:

The completion of the integrated mergers is subject to the fulfillment of additional customary conditions, which are discussedconsideration in the section of this joint proxy statement/prospectus entitled “The Merger Agreement —Conditions to Complete the Integrated Mergers” beginning on page [●].

Q: Why am I receiving this joint proxy statement/prospectus?

A: We are delivering this document to you because it is a joint proxy statement being used by both the OceanFirst board of directors (which we refer to as the “OceanFirst board”) and the Sun board of directors (which we refer to as the “Sun board”) to solicit proxies of the stockholders of OceanFirst and shareholders of Sun, as applicable, in connection with the approval of the OceanFirst share issuance and the Sun merger proposal, as applicable, and related matters.

In order to approve the OceanFirst share issuance, OceanFirst has called a special meeting of the OceanFirst stockholders (which we refer to as the “OceanFirst special meeting”). In order to approve the Sun merger proposal, Sun has called a special meeting of the Sun shareholders (which we refer to as the “Sun special meeting”). This document also serves as a notice of the OceanFirst special meeting and the Sun special meeting, and describes the proposals to be presented at each special meeting.

In addition, this document is also a prospectus that is being delivered to Sun shareholders because OceanFirst is offering shares of OceanFirst common stock to Sun shareholders in connection with, and as consideration for, the first-step merger.

This joint proxy statement/prospectus contains important information about the Transactions.merger. This document also contains important information about the proposals being voted on at the OceanFirst special meeting and the Sun special meeting, respectively.meeting. You should read this document carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending yourthe special meeting.Your vote is important. We encourage you to submit your proxy as soon as possible.

Q: In addition to the OceanFirst share issuance,approval of the merger agreement and the merger, what else are OceanFirstCapital Bank stockholders being asked to vote on at the OceanFirst special meeting?

A: In addition to voting on the OceanFirst share issuanceproposal to approve the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “OceanFirst share issuance“merger proposal”), OceanFirstCapital Bank is soliciting proxies from the OceanFirstits stockholders with respect to a proposal to adjourn the OceanFirst special meeting, if necessary or appropriate, to solicit additional proxies in favor of the OceanFirst share issuance proposal (which we refer to as the “OceanFirst adjournment proposal”). Completion of the integrated mergers is not conditioned upon approval of the OceanFirst adjournment proposal.

Q: In addition to the approval of the merger agreement and the transactions contemplated thereby, including the first-step merger, what else are Sun shareholders being asked to vote on at the Sun special meeting?

A: In addition to voting on the Sun merger proposal, Sun is soliciting proxies from the Sun shareholders with respect to a proposal to approve, on an advisory(non-binding) basis, the compensation that certain executive officers of Sun may receive in connection with the first-step merger pursuant to agreements or arrangements with Sun (which we refer to as the “Sun merger-related compensation proposal”) and a proposal to adjourn the Sun special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Sun merger proposal (which we refer to as the “Sun adjournment“adjournment proposal”). Completion of the integrated mergersmerger is not conditioned upon approval of the Sun merger-related compensation proposal or the Sun adjournment proposal.

Q: What will Sun shareholdersCapital Bank stockholders be entitled to receive in the first-step merger?

A: If the first-step merger is completed, each outstanding share of SunCapital Bank common stock, except for certain shares of Sun common stock owned by SunCapital Bank, OceanFirst or OceanFirst,stockholders who have properly exercised dissenters’ rights, will be converted into the right to receive either:

(ii)

a number of shares of OceanFirst common stock equal to the quotient of (A) the cash consideration divided by (B) the OceanFirst share closing price (we refer to such quotient as the “exchange ratio,” we refer to such number of shares as the “stock consideration” and we refer to the stock consideration and the cash consideration as the “merger consideration”).

Holders of Sun common stock will have the right to elect to receive the cash consideration or the stock consideration, subject to the allocation and proration provisions of the merger agreement. The merger agreement provides that the aggregate amount of cash consideration will not exceed the product of (x) $3.78 and (y) the total(such number of shares of Sun common stock issued and outstanding immediately prior to the effective time of the first-step merger (which we referbeing referred to as the “effective time”“exchange ratio” and such shares being referred to as the “merger consideration”). Sun shareholders, together with cash in lieu of fractional shares. OceanFirst will not issue any fractional shares of OceanFirst common stock in the merger. Capital Bank stockholders who would otherwise be entitled to receive a fractional share of OceanFirst common stock upon the completion of the first-step merger will instead be entitled to receive an amount in cash (rounded to the nearest cent) based on the OceanFirst share closing price.

Q: Will the Sun shareholders receive the form of consideration they elect?

A: A Sun shareholder may not receive the form of consideration that such Sun shareholder elects in the first-step merger. The allocation and proration provisions of the merger agreement will result, regardless of the elections made, in the total cash consideration being equal to the product of $3.78 and the total number of shares of Sun common stock issued and outstanding immediately prior to the effective time (wevolume-weighted average trading price (which we refer to such product as the “cash component”“VWAP”). Accordingly, upon the conversion of shares of Sun common stock (excluding certain shares of Sun common stock owned by Sun or OceanFirst or any of their respective subsidiaries) into the right to receive the merger consideration, the number of shares of Sun common stock to be converted into the right to receive the cash consideration will equal the quotient of the cash component divided by the per share cash consideration (we refer to such quotient as the “cash conversion number”), and the balance of the shares of Sun common stock that are entitled to receive the merger consideration will be converted into the right to receive the stock consideration.

Pursuant to the allocation and proration provisions of the merger agreement, if the number of shares of Sun common stock for which a cash election has been made exceeds the cash conversion number, a pro rata portion of all those shares for which a cash election has been made will instead be converted into the right to receive the stock consideration. Similarly, if the number of shares of Sun common stock for which a cash election has been made is less than the cash conversion number, the outstanding shares of Sun common stock with respect to which no election has been made will be converted to the cash consideration before any outstanding shares of Sun common stock with respect to which a stock election has been made are converted to the cash consideration. The allocation of the consideration payable to the Sun shareholders in the first-step merger will not be known until the results of the merger consideration elections made by the Sun shareholders are tallied, which will not occur until near or after the closing of the Transactions. See “The Merger Agreement — Merger Consideration” beginning on page [●].

Q: How will Sun shareholders make their elections to receive either the cash consideration or the stock consideration in the first-step merger?

A: An election form will be mailed to each holder of record of Sun common stock as of the business day immediately preceding the date on which the election forms are mailed. The mailing will occur at least 20 business days prior to the anticipated election deadline, which is expected to be 5:00 p.m. local time (determined as the city in which the principal office of the exchange agent is located) on the date OceanFirst and Sun agree is as near as practicable to two business days before the closing date. OceanFirst will also make an election form available to each Sun shareholder who, following the date on which the election forms are initially mailed but prior to the election deadline, requests such election form. Each Sun shareholder should complete and return the election form, along with Sun stock certificate(s) (or a properly completed notice of guaranteed delivery), according to the instructions included with the form. The election form will be provided to Sun shareholders under separate cover and is not being provided with this document.

If you own shares of Sun common stock in “street name” through a bank, broker or other nominee and you wish to make an election, you should seek instructions from the bank, broker or other nominee holding your shares concerning how to make an election. If you do not send in the election form with your stock certificate(s) by the election deadline, you will be treated as though you had not made an election.

Q: What happens if a Sun shareholder does not make a valid election to receive either the cash consideration or the stock consideration?

A: If a Sun shareholder does not return a properly completed election form by the election deadline specified in the election form, such Sun shareholder shares of Sun common stock will be considered“non-election” shares and will be converted into the right to receive the stock consideration or the cash consideration according to the allocation and proration provisions of the merger agreement. In the event one form of merger consideration (i.e., cash or shares of OceanFirst common stock) is undersubscribed, shares of Sun common stock for which no election was validly made will be allocated to that form of merger consideration before shares of Sun common stock electing the oversubscribed form of merger consideration will be allocated to the undersubscribed form of merger consideration pursuant to the allocation and proration provisions of the merger agreement. Accordingly, although electing one form of merger consideration will not guarantee you will receive that form of merger consideration for all of your shares of Sun common stock, in the event proration is necessary, electing shares will be allocated the undersubscribed form of consideration only after such consideration is allocated to“non-election” shares.

Q: What will OceanFirst stockholders be entitled to receive in the first-step merger?

A: OceanFirst stockholders will not be entitled to receive any merger consideration and will continue to hold the shares of OceanFirst common stock that they held immediately prior tofor the completion offive full trading days ending on the first-step merger.last trading day preceding the day on which the merger is completed.

Q: How will the first-step merger affect Sun equityCapital Bank’s restricted stock and stock option awards?

A: The Sun equityCapital Bank’s restricted stock and stock option awards will be affected as follows:

Restricted Stock Awards: At the effective time of the merger (which we refer to as the “effective time”), each outstanding restricted stock award granted by Sunin respect of shares of Capital Bank common stock will become fully vested,vest and the restrictions on those restricted stock awards will lapse, and each holder of such restricted stock awardsaward will be entitled to receive the merger consideration and will havein respect of the right to elect to receive the cash consideration or the stock consideration with respect tocancellation of each share of SunCapital Bank common stock held subject to such awards, subject to the allocation and proration provisions of the merger agreement.

Restricted Stock Unit Awards: AtCapital Bank restricted stock award no later than ten business days after the effective time, each restricted stock unit award granted by Sun will be cancelled, and each holder of such restricted stock unit awards will be entitled to receive the merger consideration and will have the right to elect to receive the cash consideration or the stock consideration with respect to each share of Sun common stock held subject to such awards, subject to the allocation and proration provisions of the merger agreement.time.

Stock Options: At the effective time, each outstanding and unexercised option (whether vested or unvested) to purchase SunCapital Bank common stock will be converted into an optioncancelled and exchanged for a payment in cash (without interest) equal to purchase athe product of (a) the aggregate number of shares of OceanFirstCapital Bank common stock (rounded down toissuable upon exercise of the nearest whole share) determined by multiplyingoption and (b) the excess, if any, of (i) the numberproduct of shares of Sun common stock subject to such Sun stock option immediately prior to the effective time by (ii) the exchange ratio; and the exercise price per share of the new option will be equal to the quotient obtained by dividing (a) the per share exercise price for each share of Sun common stock subject to such Sun option by (b) the exchange ratio (rounded up toand the nearest whole cent).VWAP of OceanFirst’s common stock on the NASDAQ for the five full trading days ending on the last trading day preceding the closing date over (ii) theper-share exercise price of such stock option. The cash payment is payable as soon as practicable after the effective time.

Q: Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time that the first-step merger is completed?

A: Yes. Any changes inBecause the exchange ratio is fixed, the value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the closing date because the market price ofvalue for OceanFirst common stock will have a corresponding effect on the value of the stock consideration. In addition, because the value of the per share cash consideration is derived from the OceanFirst share closing price during a period prior to the closing, any changes in the market price of OceanFirst common stock will also have a corresponding effect on the amount of the per share cash consideration. However, the aggregate amount of the cash consideration will not exceed the product of (x) $3.78 and (y) the total number of shares of Sun common stock issued and outstanding immediately prior to the effective time.fluctuate.

Q: How does the OceanFirstCapital Bank board recommend that I vote at the OceanFirst special meeting?

A: The OceanFirstCapital Bank board unanimously recommends that you vote “FOR” the OceanFirst share issuancemerger proposal and “FOR” the OceanFirst adjournment proposal.

Q: How doesWhen and where is the Sun board recommend that I vote at the Sun special meeting?

A: The Sun board unanimously recommends that you vote “FOR” the Sun merger proposal, “FOR” the Sun merger-related compensation proposal and “FOR” the Sun adjournment proposal.

Q: When and where are the meetings?

A: The OceanFirst special meeting willis scheduled to be held at 975 Hooper Avenue, Toms River, New Jersey 08753the Luciano Conference Center, Cumberland County College on [●], 2017, at [●] local time.

The Sun special meeting will be held at 350 Fellowship Road, Suite 101, Mt. Laurel, New Jersey 08054 on [●], 2017,2019, at [●] local time.

Q: What do I need to do now?

A: After you have carefully read this entire joint proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at yourthe special meeting. If you hold your shares in your name as a stockholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, Sun shareholdersyou may vote through the Internet or by telephone.prior to midnight on January [●], 2019. Information and applicable deadlines for voting Sun shares through the Internet or by telephone are set forth in the enclosed Sun proxy card instructions. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” stockholders who wish to vote in person at theirthe special meeting will need to obtain a legal proxy from the institution that holds their shares.

Q: What constitutes a quorum for the OceanFirst special meeting?

A: The presence at the OceanFirst special meeting, in person or by proxy, of holders representing at leastof a majority of the outstanding shares of OceanFirstCapital Bank common stock entitled to be voted at the OceanFirst special meeting will constitute a quorum for the transaction of business at the OceanFirst special meeting. Once a share is represented for any purpose at the OceanFirst special meeting, it is deemed present for quorum purposes for the remainder of the OceanFirst special meeting or for any adjournment(s) thereof. Abstentions and brokernon-votes, 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.

Q: What constitutes a quorum for the Sun special meeting?

A: The presence at the Sun special meeting, in person or by proxy, of holders representing at least a majorityadjournment of the outstanding shares of Sun common stock entitled to be voted at the Sun special meeting will constitute a

quorum for the transaction of business at the Sun special meeting. Once a share is represented for any purpose at the Sun special meeting, it is deemed present for quorum purposes for the remainder of the Sun special meeting or for any adjournment(s) thereof. Abstentions and brokernon-votes, 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.

Q: What is the vote required to approve each proposal at the OceanFirst special meeting?

A:OceanFirst share issuance proposal: The merger proposal:

OceanFirstThe adjournment proposal:proposal:

Q: What is the vote required to approve each proposal at the Sun special meeting?

A:Sun merger proposal:

Sun merger-related compensation proposal:

Sun adjournment proposal:

•

Effect of abstentions and brokernon-votes: If you mark “ABSTAIN” on your proxy, fail to submit a proxy or fail to vote in person at the Sun special meeting, or fail to instruct your bank or broker how to vote with respect to the Sun adjournment proposal, it will have no effect on the Sun adjournment proposal.

OceanFirst has entered into agreements (which we refer to as the “voting and support agreements”) with (1) Bernard Brown, Sidney R. Brown, Anne Koons, Irwin J. Brown, Jeffrey S. Brown, Shirley Brown, The Bernard A. Brown 2012 Trust, Sidney & Sandy Brown Foundation, Inc., The Four B’s, Interactive Logistics, LLC, National Distribution Centers, L.P., National Freight, Inc. and Vineland Construction Co. (which we refer to collectively as the “Brown family”) and (2) WLR SBI AcquisitionCo, LLC and its ultimate controlling affiliate, WL Ross & Co., LLC (which we refer to collectively as “WLR”) (which we refer to collectively as the “Sun supporting shareholders”), who have agreed, subject to certain exceptions, to, among other things, vote the shares of Sun common stock owned beneficially or of record by each Sun supporting shareholder in favor of the merger proposal. In addition, each Sun supporting shareholder has agreed to vote against any proposal made in competition with the merger proposal, as well as certain other restrictions with respect to the voting and transfer of such Sun supporting shareholder’s shares of Sun common stock.

Based on information set forth in filings with the SEC, as of [●], 2017, made by the Sun supporting shareholders, the Sun supporting shareholders beneficially owned, in the aggregate, [●] shares of Sun common stock (approximately 39% of the outstanding shares of Sun common stock).

Q: Why is my vote important?

A: If you do not vote, it will be more difficult for OceanFirst and/or SunCapital Bank to obtain the necessary quorum to hold their respectivethe special meetings.meeting. If you are an OceanFirsta Capital Bank stockholder, your failure to submit a proxy or vote in person, or failure to

instruct your bank or broker how to vote, or abstention with respect to the OceanFirst share issuancemerger proposal will noteffectively be counted as a vote cast and will have no effect onagainst the approval of such proposal, even though such approval is a condition to the completion of the integrated mergers. If you are a Sun shareholder, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker how to vote, or abstention with respect to the Sun merger proposal will not be counted as a vote cast and will have no effect on the approval of such proposal, even though such approval is a condition to the completion of the integrated mergers.proposal. The OceanFirst share issuance must be approved by the affirmative vote of at least a majority of the total votes cast by the OceanFirst stockholders at the OceanFirst special meeting. The Sun merger proposal must be approved by the affirmative vote of a majority of the total votes cast by the holders of Sunat leasttwo-thirds of the common stock of Capital Bank entitled to vote at the Sun special meeting. The OceanFirstCapital Bank board unanimously recommends that the OceanFirst stockholders vote “FOR” the OceanFirst share issuancemerger proposal and the Sun board unanimously recommends that the Sun shareholders vote “FOR” the Sun mergeradjournment proposal.

Q: If my shares of common stock are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

A: No. Your bank or broker cannot vote your shares without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker.

Q: If I am a participant in Sun’s 401(k) Plan, how will shares owned through such plans be voted?

A: If you hold shares of Sun common stock through the Sun National Bank 401(k) Plan (which we refer to as the “Sun 401(k) Plan”), you will receive a voting instruction card for the Sun 401(k) Plan that reflects all shares you may vote under the Sun 401(k) Plan. Under the terms of the Sun 401(k) Plan, a participant is entitled to vote the shares of Sun common stock held in the Sun Bancorp, Inc. Stock Fund and credited to his or her Sun 401(k) Plan account.

Q: If I am a participant in OceanFirst’s ESOP, OceanFirst’s 401(k) Plan or Ocean Shore’s 401(k) Plan, how will shares owned through such plans be voted?

A: If you participate in the OceanFirst Bank Employee Stock Ownership Plan or the OceanFirst Bank Matching Contribution Employee Stock Ownership Plan (which we collectively refer to as the “OceanFirst ESOP”), the OceanFirst Bank Retirement Plan (which we refer to as the “OceanFirst 401(k) Plan”), or the Ocean Shore Bank Savings and Investment Plan (which we refer to as the “Ocean Shore 401(k) Plan”), which was maintained by Ocean Shore Holding Co. (which we refer to as “Ocean Shore”) prior to November 30, 2016, the date on which OceanFirst completed its acquisition of Ocean Shore (which we refer to as the “Ocean Shore acquisition”), you will receive a voting instruction form for each plan that reflects all shares that you may vote under the particular plan. Under the terms of the OceanFirst ESOP, the OceanFirst ESOP trustee votes all shares held by the OceanFirst ESOP, but each OceanFirst ESOP participant may direct the trustee how to vote the shares of OceanFirst common stock allocated to his or her account. The OceanFirst ESOP trustee, subject to the exercise of its fiduciary responsibilities, will vote all unallocated shares of OceanFirst common stock held by the OceanFirst ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions.

Under the terms of the OceanFirst 401(k) Plan and the Ocean Shore 401(k) Plan, respectively, a participant is entitled to provide instructions for all shares credited to his or her OceanFirst 401(k) Plan account or Ocean Shore 401(k) Plan account, as applicable. The trustee will vote all shares for which no directions are given or for which timely instructions were not received in the same proportion as shares for which voting instructions were timely received.

The deadline for returning your voting instructions is [●], 2017.

Q: Can I attend the OceanFirst special meeting and/or the Sun special meeting and vote my shares in person?

A: Yes. All Capital Bank stockholders, of OceanFirst and shareholders of Sun, including stockholders and shareholders of record and stockholders and shareholders who hold their shares “in street name” through banks, brokers, nominees or any other holder of record, are invited to attend their respective meetings.the Capital Bank meeting. Holders of record of OceanFirst common stock and SunCapital Bank common stock can vote in person at the OceanFirst special meeting and Sun special meeting, respectively.meeting. If you are not a stockholder or 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 yourthe special meeting. If you plan to attend yourthe 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. In addition, you must bring a form of personal photo identification with you in order to be admitted. OceanFirst and Sun reserve the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meetingsmeeting is prohibited without OceanFirst’s or Sun’s express written consent, respectively.prohibited.

Q: Can I change my vote?

A:OceanFirst stockholders: Yes. If you are a holder of record of OceanFirstCapital Bank common stock, you may change your vote or revoke any proxy at any time before it is voted at the special meeting by (i) signing and returning a proxy card with a later date, (ii) delivering a written revocation letter to OceanFirst’sCapital Bank’s corporate secretary, or (iii) attending the OceanFirst special meeting in person notifyingand delivering to the corporate secretary of Capital Bank a written notice of your intention to vote in person and voting by ballot at the OceanFirst special meeting.meeting or (iv) voting through the Internet prior to midnight on January [●], 2019. Attendance at the OceanFirst special meeting will not automatically revoke your proxy. A revocation or later-dated proxy received by OceanFirst after the vote will not affect the vote. OceanFirst’s corporate secretary’s mailing address is: Corporate Secretary, OceanFirst Financial Corp., 975 Hooper Avenue, Toms River, New Jersey 08753.

Sun shareholders: Yes. If you are a holder of record of Sun common stock, you may change your vote or revoke any proxy at any time before it is voted by (i) signing and returning a proxy with a later date (including a proxy given over the Internet or by telephone), (ii) delivering a written revocation letter to Sun’s corporate secretary or (iii) attending the Sun special meeting in person, notifying the corporate secretary and voting by ballot at the Sun special meeting. Attendance at the Sun special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by SunCapital Bank after the vote will not affect the vote. Sun’sCapital Bank’s corporate secretary’s mailing address is: Corporate Secretary, Sun Bancorp, Inc., 350 Fellowship Road, Suite 101, Mount Laurel,Capital Bank of New Jersey, 08054.175 South Main Road, Vineland, New Jersey 08360.

If you hold your shares of OceanFirst common stock or SunCapital Bank common stock in “street name” through a bank or broker, you should contact your bank or broker to change your vote or revoke your proxy.

Q: Will OceanFirst be required to submit the OceanFirst share issuance proposal to its stockholders even if the OceanFirst board has withdrawn, modified or qualified its recommendation?

A: Yes. Unless the merger agreement is terminated before the OceanFirst special meeting, OceanFirst is required to submit the OceanFirst share issuance proposal to its stockholders even if the OceanFirst board has withdrawn, modified or qualified its recommendation.

Q: Will Sun be required to submit the Sun merger proposal to its shareholders even if the Sun board has withdrawn, modified or qualified its recommendation?

A: Yes. Unless the merger agreement is terminated before the Sun special meeting, Sun is required to submit the Sun merger proposal to its shareholders even if the Sun board has withdrawn, modified or qualified its recommendation.

Q: What are the U.S. federal income tax consequences of the integrated mergersmerger to Sun shareholders?Capital Bank stockholders?

A: The obligations of SunOceanFirst and OceanFirstCapital Bank intend for the merger to complete the integrated mergers are subject to, among other customary closing conditions described in this joint proxy statement/prospectus, the receipt by each of Sun and OceanFirst of the opinion of its counsel to the effect that the integrated mergers together will be treated as an integrated transaction that qualifiesqualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986 as amended (which we refer to as the “Code”).

Assuming As a condition to the respective obligations of OceanFirst and Capital Bank to each complete the merger transactions, OceanFirst shall receive an opinion from Skadden, Arps, Slate, Meagher & Flom LLP (which we refer to as “Skadden”) and Capital Bank shall receive an opinion from Stevens & Lee, each to the effect that the integrated mergersmerger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Neither OceanFirst nor Capital Bank currently intends to waive these conditions. Assuming the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, for U.S. federal income tax consequences of the integrated mergers to each Sun shareholder will vary depending on whether such Sun shareholder receives cash, shares of OceanFirst common stock orpurposes, a combination thereofU.S. holder (as defined in exchange for such Sun shareholder’s shares of Sun common stock pursuant to the terms of the merger agreement.

You should read the section of this joint proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences of the Integrated Mergers”Consequences” beginning on page [●] for a more complete discussion) of Capital Bank common stock generally will not recognize gain or loss, except with respect to cash received in lieu of fractional shares of OceanFirst common stock.

For further information, see the section entitled “U.S. Federal Income Tax Consequences” beginning on page [●].

The U.S. federal income tax consequences described above may not apply to all holders of Capital Bank common stock. Your tax consequences will depend on your specific situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the integrated mergers. Tax matters can be complicated and theparticular tax consequences of the integrated mergersmerger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the integrated mergers to you.

Q: Are Sun shareholdersCapital Bank stockholders entitled to dissenters’ rights?

A: No. Sun shareholdersYes. Capital Bank stockholders are not entitled to exercise dissenters’ rights in connection with the Transactions. For further information, seemerger, which means that a dissenting stockholder is entitled to receive the value of his, her or its shares in cash (which may be more or less than the value of the consideration that such holder would receive in the merger), as determined by a committee, if the dissenting stockholder does not vote in favor of the merger and complies with all of the other requirements set forth in 12 U.S.C. § 215a; provided that the merger is completed. You should read carefully the detailed description of the requirements to exercise dissenters’ rights in “The TransactionsMerger — No Dissenters’ Rights” beginning on page [●], as well as the full text of 12 U.S.C. § 215a, which is attached to this proxy statement/prospectus asAnnex B.

In addition, it is a condition to OceanFirst’s obligation to complete the merger that the holders of not more than 10% of the outstanding shares of Capital Bank common stock exercise dissenters’ rights.

Q: If I am a Sun shareholder,Capital Bank stockholder, should I send in my SunCapital Bank stock certificates now?

A: No. Please do not send in your SunCapital Bank stock certificates with your proxy. Promptly following the completion of the first-step merger, an exchange agent will send you instructions for exchanging SunCapital Bank stock certificates for the merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page [●].

Q: What should I do if I hold my shares of SunCapital Bank common stock in book-entry form?

A: You are not required to take any special additional actions if your shares of SunCapital Bank common stock are held in book-entry form. Promptly following the completion of the first-step merger, shares of SunCapital Bank common stock held in book-entry form automatically will be exchanged for shares of OceanFirst common stock in book-entry form and cash to be paid in exchange for fractional shares, if any.

Q: What happens if the merger is not completed?

A: If the merger is not completed, Capital Bank stockholders will not receive any consideration for their shares in connection with the merger. Instead, Capital Bank will remain an independent company and its common stock will continue to be traded on the OTC Market Group Inc.’s OTC Pink marketplace (which we refer to as the “OTC Pink”) under the symbol “CANJ.” In addition, if the merger agreement is terminated in certain circumstances, Capital Bank may be required to pay OceanFirst a termination fee. For a more detailed discussion of the circumstances under which a payment of the termination fee will be required to be paid, please see the section of this proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page [●].

Q: What happens if I sell my shares of Capital Bank common stock after the record date but before the special meeting?

A: The record date of the special meeting is earlier than the date of the special meeting and the date that the merger is expected to be completed. If you sell or otherwise transfer your shares after the record date for the special meeting but before the date of the special meeting, you will retain your right to vote at the special

meeting, but you will not have the right to receive the merger consideration to be received by stockholders of Capital Bank in the merger. In order to receive the merger consideration, a Capital Bank stockholder must hold his, her or its shares through completion of the merger and comply with the transmittal procedures discussed elsewhere in this proxy statement/prospectus.

Q: Whom may I contact if I cannot locate my SunCapital Bank stock certificate(s)?

A: If you are unable to locate your original SunCapital Bank stock certificate(s), prior to closing, you should contact ComputerShare, Sun’sPhiladelphia Stock Transfer, Capital Bank’s transfer agent, at [●].866-223-0448, or info@philadelphiastocktransfer.com.

Q: What should I do if I receive more than one set of voting materials?

A: OceanFirstCapital Bank stockholders and Sun shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of OceanFirst common stock and/or SunCapital Bank common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of OceanFirst common stock and/or SunCapital Bank common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both OceanFirst common stock and Sun common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of OceanFirst common stock and/or SunCapital Bank common stock that you own.

Q: When do you expect to complete the Transactions?merger?

A: OceanFirst and SunCapital Bank currently expect to complete the Transactions earlymerger in the first quarter of 2018.2019. However, neither OceanFirst nor SunCapital Bank can assure you of when, or if, the Transactionsmerger will be completed. The completion of the integrated mergersmerger is subject to the fulfillmentsatisfaction or waiver of customary closing conditions, including the approval by the OceanFirstCapital Bank stockholders of the OceanFirst share issuance proposal, the approval by the Sun shareholders of the Sun merger proposal and the receipt of all requirednecessary regulatory approvals.

Q: What happens if the first-step merger is not completed?

A: If the first-step merger is not completed, Sun shareholders will not receive any consideration for their shares in connection with the first-step merger. Instead, Sun will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ Global Select Market (which we refer to as the “NASDAQ”). In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by either OceanFirst or Sun. For a more detailed discussion of the circumstances under which such payments will be required to be paid, please see the section of this joint proxy statement/prospectus entitled “The Merger Agreement — Termination Fee” beginning on page [●].

Q: Whom should I call with questions?

A:OceanFirst Capital Bank stockholders: If you who have any questions concerning the Transactionsmerger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting yourtheir shares of OceanFirstCapital Bank common stock, pleaseshould contact Investor Relations at (732)240-4500 or OceanFirst’sCapital Bank’s proxy solicitor, GeorgesonLaurel Hill Advisory Group, LLC, at (866)296-5716.(516) 396-7939.

Sun shareholders: If you have any questions concerning the Transactions or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of Sun common stock, please contact Sun’s Corporate Secretary at (800)691-7701.