As filed with the Securities and Exchange Commission on September 23,October 28, 2019

RegistrationNo. 333-            333-233872

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORMS-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

110 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

110 West Front Street

Red Bank, New Jersey 07701

(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 Transactions 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.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “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-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 shall not constitute an offer to sell or the solicitation of any 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 qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION — DATED SEPTEMBER 23,OCTOBER 28, 2019

Prospectus		Proxy Statement

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear CYHCTwo River Shareholders:

On August 9, 2019, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), MidtownHammerhead Merger Sub Corp., a New YorkJersey corporation and wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), and Country Bank Holding Company, Inc.,Two River Bancorp, a New YorkJersey corporation (which we refer to as “CYHC”“Two River”), entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of OceanFirst and CYHC.Two River. Under the terms of the merger agreement, (i) Merger Sub will merge with and into CYHCTwo River (which we refer to as the “first-step merger”), with CYHCTwo River 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, CYHCTwo River 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, and (iii) immediately following the completion of the integrated mergers, CountryTwo River Community Bank, a New York-charteredJersey charterednon-member bank and a wholly-owned subsidiary of CYHCTwo River (which we refer to as “Country“Two River Bank”), will merge with and into OceanFirst Bank, National Association, a national banking association and a wholly-owned subsidiary of OceanFirst (which we refer to as “OceanFirst Bank”), with OceanFirst Bank being the surviving bank (which we refer to as the “bank merger” and, together with the integrated mergers, the “Transactions”).

At the effective time of the first-step merger (which we refer to as the “effective time”), each outstanding share of the common stock, no par value, $0.10 per share, of CYHCTwo River (which we refer to as “CYHC“Two River common stock”), except for (i) shares of CYHCTwo River common stock heldowned by CYHCTwo River as treasury shares, or CYHC, any subsidiary of CYHC,Two River, OceanFirst or any subsidiary of OceanFirst (other than any such shares held in employee benefit plans or related trust accounts,account, managed accounts, mutual funds, and the like or otherwise held in anya fiduciary or agency capacity or as a result of debtsdebt previously contracted) (which we refer to as the “exception shares”) and (ii) any shares of CYHC common stock owned by CYHC shareholders who have properly exercised dissenters’ rights,, will be converted into the right to receive 2,000$5.375 in cash, without interest (which we refer to as the “cash consideration”), and 0.6663 shares (such number being referred to as the “exchange ratio” and such shares being referred to as “stock consideration” and together with the cash consideration, the “merger consideration”) of the common stock of OceanFirst, par value $0.01 per share (which we refer to as “OceanFirst common stock”), together with cash in lieu of fractional shares, if any.

Although the number of shares of OceanFirst common stock that holders of CYHCTwo River common stock will be entitled to receive as the stock portion of the merger consideration is fixed, the market value of such shares (and, therefore, the value of the stock portion of the merger consideration) will fluctuate with the market price of OceanFirst common stock and will not be known at the time CYHCTwo River shareholders vote on the merger agreement.first-step merger. However, as described in more detail elsewhere in the accompanying proxy statement/prospectus, under the terms of the merger agreement, if the average of the daily closing prices of OceanFirst common stock over a specified period of time prior to the receipt of all requisite regulatory approvals for the Transactions (disregarding any applicable waiting period) decreases below certain specified thresholds, CYHCTwo River would have a right to terminate the merger agreement, unless OceanFirst elects to increase the exchange ratio, which would result in additional shares of OceanFirst common stock being issued. Based on the $23.14 closing price of OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “Nasdaq”) on August 8, 2019, the last full trading day before the public announcement of the Transactions, the per share value of the merger consideration was equal to $46,280.$20.79. Based on the $[●]$23.95 closing price of OceanFirst common stock on the Nasdaq on [●],October 25, 2019, the latest practicable trading day before the printing of the accompanying proxy statement/prospectus, the per share value of the merger consideration was equal to $[●].$21.33. Based on the exchange ratio and the number of shares of CYHCTwo River common stock outstanding as of [●],October 24, 2019, the last date prior to the printing of the accompanying proxy statement/prospectus for which it was practicable to obtain this information, the maximum number of shares of OceanFirst common stock estimated to be issuable at the effective time is [●].5,807,029.We urge you to obtain current market quotations for OceanFirst (trading symbol “OCFC”) and CYHC (OTC PinkTwo River (trading symbol “CYHC”“TRCB”).

CYHCTwo River will hold a special meeting of its shareholders in connection with the Transactions. At the special meeting, CYHCTwo River shareholders will be asked to vote to adoptapprove the merger agreement, and the transactions contemplated thereby, and a related mattermatters as described in the accompanying proxy statement/prospectus. Under New YorkJersey law, and CYHC’s organizational documents, adoptionapproval of the merger agreement requires the affirmative vote of the holders of at least a majority of the votes cast at the special meeting by the holders of the shares of CYHCTwo River common stock entitled to vote at the special meeting.

CYHC shareholders are entitled to exercise dissenters’ rights with respect to the first-step merger under Section 910 of the New York Business Corporation Law (which we refer to as the “NYBCL”). Any CYHC shareholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in Sections 623 and 910 of the NYBCL, a copy of which is included asAnnex B to the accompanying proxy statement/prospectus. A description of these procedures is included in the section of the accompanying proxy statement/prospectus entitled “The Transactions — Dissenters’ Rights.”

The special meeting is scheduled to be held on [●],Thursday, December 5, 2019 at [●],The Navesink Country Club, located at [●]50 Luffburrow Lane, Red Bank, New Jersey, at 10:00 a.m. local time.

The CYHCTwo River board of directors unanimously recommends that CYHCTwo River shareholders vote “FOR” the adoptionapproval of the merger agreement and the transactions contemplated thereby, including the first-step merger, and “FOR” the other proposalproposals to be considered at the special meeting.

The accompanying proxy statement/prospectus describes the special meeting, the Transactions, the documents related to the Transactions and other related matters. Please carefully read the entire accompanying proxy statement/prospectus, including “Risk Factors,” beginning on page [●],21, for a discussion of the risks relating to the Transactions. You also can obtain information about OceanFirst from documents that it has filed with the Securities and Exchange Commission.

Christopher D. Maher President and Chief Executive Officer OceanFirst Financial Corp.		Joseph M. MurphyWilliam D. Moss Chairman of the Board, ChairmanPresident and Chief Executive Officer Country Bank Holding Company, Inc.Two River Bancorp

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 the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal 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 CYHC,Two River, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of the accompanying proxy statement/prospectus is [●],October 28, 2019 and it is first being mailed or otherwise delivered to the shareholders of CYHCTwo River on or about [●],November 1, 2019.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To CYHCTwo River Shareholders:

A special meeting of the shareholders of Country Bank Holding Company, Inc.,Two River Bancorp, or CYHC,Two River, is scheduled to be held at [●]10:00 a.m. local time, on [●],Thursday, December 5, 2019, at [●]The Navesink Country Club, located at 50 Luffburrow Lane, Red Bank, New Jersey to consider and vote upon the following proposals:

We have fixed the close of business on [●],October 7, 2019 as the record date for the special meeting. Only CYHCTwo River shareholders of record as of the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment of the special meeting. Under the NYBCL, adoptionNew Jersey law, approval of the merger proposal requires the affirmative vote of the holders ofat least a majority of the votes cast at the special meeting by the holders of CYHCshares of Two River common stock entitled to vote at the special meeting. Approval of the compensation proposal requires the affirmative vote of at least a majority of the votes cast at the special meeting by the holders of shares of Two River common stock entitled to vote at the special meeting. The adjournment proposal will be approved if the majority of the votes cast at athe special meeting of shareholders by the holders of shares of Two River common stock entitled to vote at the special meeting vote in favor of such proposal.

CYHC shareholders are entitled to exercise dissenters’ rights with respect to the first-step merger under Section 910 of the NYBCL. Any shareholder who wishes to exercise dissenters’ rights must strictly comply with the procedures set forth in Sections 623 and 910 of the NYBCL, a copy of which is included asAnnex B to the accompanying proxy statement/prospectus. A description of these procedures is included in the section of the accompanying proxy statement/prospectus entitled “The Transactions — Dissenters’ Rights.”

Our board of directors has unanimously adoptedapproved the Agreement and Plan of Merger, has determined that such agreement and the transactions contemplated by such agreement, including the first-step merger, are advisable, fair to and in the best interests of CYHCTwo River and its shareholders, and unanimously recommends that shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Your vote is very important. We cannot complete the first-step merger unless the CYHCTwo River shareholders adoptapprove the merger proposal.

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

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

BY ORDER OF THE BOARD OF DIRECTORS,

Joseph M. Murphy

William D. Moss

Chairman of the Board,

President and Chief Executive Officer

Country Bank Holding Company, Inc.Two River Bancorp

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about OceanFirst and Two River 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 proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by OceanFirst and/or Two River 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 proxy statement/prospectus, at no cost by contacting OceanFirstthe applicable company at the following address:

OceanFirst Financial Corp.

110 West Front Street

Red Bank, New Jersey 07701

(732)240-4500

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 the special meeting. This means that CYHCTwo River shareholders requesting documents must do so by [●],November 27, 2019, in order to receive them before the 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 [●],October 28, 2019, 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 CYHCTwo River shareholders nor the issuance by OceanFirst of shares of OceanFirst common stock in connection with the Transactions 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 CYHCTwo River has been provided by CYHCTwo River and information contained in this document regarding OceanFirst has been provided by OceanFirst.

See “Where You Can Find More Information” beginning on page [●]111 for more details.

TABLE OF CONTENTS

i

ANNEXES

iii

QUESTIONS AND ANSWERS

The following are some questions that you, as a holder of CYHCTwo River common stock (which we refer to as a “CYHC“Two River shareholder”), may have about the Transactions or the special meeting and brief answers to those questions. We urge you to read carefully all of this 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 or the special meeting. For details about where you can find additional important information, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].111.

Unless the context otherwise requires, references in this proxy statement/prospectus to “OceanFirst” refer to OceanFirst Financial Corp., a Delaware corporation, and its subsidiaries, and references to “CYHC”“Two River” refer to Country Bank Holding Company, Inc.,Two River Bancorp, a New YorkJersey corporation, and its subsidiaries.

Q: What are the Transactions?

A: OceanFirst, MidtownHammerhead Merger Sub Corp., a New YorkJersey corporation and wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), and CYHCTwo River entered into an Agreement and Plan of Merger on August 9, 2019 (which we refer to as the “merger agreement”), which provides for the strategic acquisition of CYHCTwo River by OceanFirst.

Under the terms of the merger agreement:

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

The integrated mergers cannot be completed unless, among other things, the holders of the common stock, no par value, $0.10 per share, of CYHCTwo River (which we refer to as the “CYHC“Two River common stock”) adoptapprove the merger agreement and the transactions contemplated by that agreement, including the first-step merger, by an affirmative vote of the holders of at least a majority of the votes cast at the special meeting by the holders of the shares of CYHCTwo River common stock entitled to vote at the special meeting.

The completion of the integrated mergers is subject to the satisfaction or waiver of additional customary conditions, which are discussed in the section of this proxy statement/prospectus entitled “The Merger Agreement — Conditions to Complete the Integrated Mergers” beginning on page [●].81.

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

A: We are delivering this document to you because it is a proxy statement being used by the CYHCTwo River board of directors (which we refer to as the “CYHC“Two River board”) to solicit proxies from the shareholders of CYHCTwo River in connection with adoptionapproval of the merger agreement and approval of a related matter.matters.

In order to adoptapprove the merger agreement and the transactions contemplated thereby, including the first-step merger, CYHCTwo River has called a special meeting of the CYHCTwo River shareholders (which we refer to as the “special meeting”). This document also serves as a notice of the special meeting and describes the proposals to be presented at the special meeting.

In addition, this document is also a prospectus of OceanFirst that is being delivered to CYHCTwo River shareholders because OceanFirst is offering shares of common stock, par value $0.01 per share, of OceanFirst (which we refer to as the “OceanFirst common stock”) to CYHCTwo River shareholders as a portion of the consideration in the first-step merger.

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

Q: In addition to the adoptionapproval of the merger agreement and the transactions contemplated by that agreement, including the first-step merger, what else are CYHCTwo River shareholders being asked to vote on at the special meeting?

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

Q: What will CYHCTwo River shareholders be entitled to receive in the first-step merger?

A: If the first-step merger is completed, each outstanding share of CYHCTwo River common stock, except for (i) shares of CYHCTwo River common stock held by CYHCTwo River as treasury shares, or held by CYHC,Two River, any subsidiary of CYHC,Two River, OceanFirst or any subsidiary of OceanFirst (other than any such shares held in employee benefit plans or related trust accounts, managed accounts, mutual funds, and the like or otherwise held in any fiduciary or agency capacity or as a result of debtsdebt previously contracted) (which we refer to as the “exception shares”) and (ii) any shares of CYHC common stock owned by CYHC shareholders who have properly exercised dissenters’ rights,, will be converted into the right to receive 2,000$5.375 in cash, without interest (which we refer to as the “cash consideration”), and 0.6663 shares of OceanFirst common stock (such number being referred to as the “exchange ratio” and such shares being referred to as “stock consideration” and together with the cash consideration, the “merger consideration”), of OceanFirst common stock, together with cash in lieu of fractional shares. OceanFirst will not issue any fractional shares of OceanFirst common stock in the first-step merger. CYHCTwo River shareholders 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) determined by multiplying the fraction of a share (rounded to the nearest thousandth when expressed as a decimal form) of OceanFirst common stock to which the holder would otherwise be entitled by the volume-weighted average trading price (which we refer to as “VWAP”) per share of OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “Nasdaq”) (as reported by Bloomberg L.P.) for the five full trading days ending on the last trading day preceding the closing of the Transactions.

Q: How will the first-step merger affect Two River equity awards?

A: The Two River equity awards will be affected as follows:

Stock Options: At the effective time of the first-step merger (which we refer to as the “effective time”), each outstanding and unexercised option to purchase shares of Two River common stock granted under the Two River Bancorp 2007 Equity Incentive Plan (which we refer to as the “Two River equity plan”), whether vested or unvested (which we refer to as “stock options”), will be canceled, extinguished and exchanged into the right to receive an amount of cash (without interest) equal to the product of (a) the aggregate number of shares of Two River common stock issuable upon exercise of such stock option and (b) the excess, if any, of (i) the sum of (A) the cash consideration and (B) the product of the exchange ratio and the VWAP of OceanFirst common stock on the Nasdaq for the five full trading days ending on the last trading day preceding the closing of the integrated mergers, over (ii) theper-share exercise price of such stock option.

Restricted Stock: Upon approval of the merger agreement and the transactions contemplated thereby by the Two River shareholders at the special meeting, pursuant to the terms of the Two River equity plan, each restricted stock granted by Two River in respect of shares of Two River common stock that is granted under the Two River equity plan and is outstanding immediately prior to the effective time (which we refer to as shares of “restricted stock”) will become fully vested and the restrictions thereon will lapse. At the effective time, each holder of a vested share of restricted stock will be entitled to receive the per share merger consideration in exchange for such share of restricted stock.

Employee Stock Purchase Plan: Effective as of October 15, 2019, Two River will terminate the Two River Bancorp Employee Stock Purchase Plan (which we refer to as the “ESPP”), pursuant to which eligible employees could purchase Two River common stock through payroll deductions.

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

A: Yes. Because the exchange ratio is fixed, the value of the stock portion of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the closing date because the market value for OceanFirst common stock will fluctuate. The cash consideration is fixed.

Q: What constitutes a quorum for the special meeting?

A: The presence at the special meeting, in person or by proxy, of holders of shares of Two River common stock entitled to cast a majority of the shares of CYHC common stock entitled to votevotes at the special meeting will constitute a quorum for the transaction of business at the special meeting. Once a share is represented for any purpose at the special meeting, it is deemed present for quorum purposes for the remainder of the special meeting or any adjournment of the special meeting.

Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. Brokernon-votes, if any, will not be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum because it is expected that all proposals to be voted on at the special meeting will be“non-routine” matters (i.e., matters with respect to which banks, brokers or other nominees do not have discretion to vote shares of CYHCTwo River common stock, as discussed in more detail below under the question “What is a brokernon-vote?”).

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

A: The merger proposal:

The compensation proposal:

The adjournment proposal:

effect on the merger proposal.approval of such proposal, even though such approval is a condition to the completion of the integrated mergers. The merger proposal must be adoptedapproved by the affirmative vote of the holders of at least a majority of the votes cast at the special meeting by the holders of the shares of the CYHCTwo River common stock entitled to vote at the special meeting. The CYHCTwo River board unanimously recommends that shareholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Q: What is a brokernon-vote?

A: A brokernon-vote occurs when a bank, broker or other nominee is not permitted to vote without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to“non-routine” matters.

BothAll of the proposals currently scheduled for consideration at the special meeting are“non-routine” matters. If your bank, broker or other nominee holds your shares of CYHCTwo River common stock in “street name,” such entity will vote your shares of CYHCTwo River common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker or other nominee with this proxy statement/prospectus.

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

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

Q: Can I attend the special meeting and vote my shares of CYHCTwo River common stock in person?

A: Yes. All CYHCTwo River shareholders, including shareholders of record and shareholders who hold their shares “in street name” through banks, brokers or other nominees, are invited to attend the special meeting. Holders of record of CYHCTwo River common stock can vote in person at the special meeting. If you are not a CYHCTwo River shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares of CYHCTwo River common stock, such as a broker, bank broker or other nominee, to be able to vote in person at the special meeting. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meeting is prohibited.

Q: Can I change my vote?

A: Yes. If you are a holder of record of CYHCTwo River 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 with a later date, (ii) delivering a written revocation notice to CYHC’sTwo River’s corporate secretary or (iii) attending the special meeting in person and delivering to the corporate secretary of CYHC a written notice of your intention to vote in person and voting by ballot attelephone or through the special meeting.Internet prior to midnight on December 4, 2019. Attendance at the special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by CYHCTwo River after the vote will not affect the vote. CYHC’sTwo River’s corporate secretary’s mailing address is: Corporate Secretary, Country Bank Holding Company, Inc., 655 ThirdTwo River Bancorp, 766 Shrewsbury Avenue, Ninth Floor,Tinton Falls, New York, New York 10017.Jersey 07724.

Q: What are the U.S. federal income tax consequences of the integrated mergers to CYHCTwo River shareholders?

A: The parties expect the integrated mergers will be treated as an integrated transaction that qualifies 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”), and the obligation of each of OceanFirst and CYHCTwo River to complete the integrated mergers is conditioned upon the receipt of an opinion of its counsel to that effect. Neither OceanFirst nor CYHCTwo River currently intends to waive these conditions. Assuming that the integrated mergers are treated as an integrated transaction that qualifies as a reorganization within the meaning of Section 368(a) of the Code, holders of CYHC common stockTwo River shareholders will generally not recognize gain or loss(but not loss) in an amount not to exceed the cash portion of the merger consideration for U.S. federal income tax purposes, except with respect to cash received in lieu of fractional shares of OceanFirst common stock.purposes.

The U.S. federal income tax consequences described above may not apply to all holders of CYHCTwo River common stock. You should read the section of this proxy statement/prospectus entitled “U.S. Federal Income Tax Considerations” beginning on page [●]87 for a more detailed discussion of the U.S. federal income tax considerations relating to the integrated mergers. Tax matters can be complicated and the tax consequences of the integrated mergers 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 CYHCTwo River shareholders entitled to dissenters’ rights?

A: Yes. CYHCNo. Two River shareholders are not entitled to exercise dissenters’ rights in connection with the first-step merger, which means that a dissenting shareholder 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 merger consideration that such holder would receive in the first-step merger), if the dissenting shareholder does not vote in favor of the first-step merger and complies with all of the other requirements set forth in Sections 623 and 910 of the New York Business Corporation Law (which we refer to as the “NYBCL”); provided that the first-step merger is completed. You should read carefully the detailed description of the requirements to exercise dissenters’ rights inTransactions. For further information, see “The Transactions — No Dissenters’ Rights” beginning on page [●], as well as the full text of Sections 623 and 910 of the NYBCL, which are attached to this proxy statement/prospectus asAnnex B.

In addition, it is a condition to OceanFirst’s obligation to complete the integrated mergers that the holders of not more than 10% of the outstanding shares of CYHC common stock exercise dissenters’ rights.64.

Q: If I am a CYHCTwo River shareholder, should I send in my CYHCTwo River stock certificates now?

A: No. Please do not send in your CYHCTwo River stock certificates with your proxy. Promptly following the completion of the first-step merger, an exchange agent will send you instructions for exchanging CYHCTwo River stock certificates for the merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page [●].69.

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

A: If your shares of CYHC common stock are held in book-entry form, promptlyPromptly following the effective time,completion of the first-step merger, an exchange agent will send you instructions for exchanging shares of CYHCTwo River common stock held in book-entry form for the merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page [●].69.

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

A: If the first-step merger is not completed, CYHCTwo River shareholders will not receive any consideration for their shares in connection with the first-step merger. Instead, CYHCTwo River will remain an independent company and its

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 shareholders of CYHCTwo River in the first-step merger. In order to receive the merger consideration, a CYHCTwo River shareholder must hold his, her or its shares through completion of the first-step merger and comply with the transmittal procedures discussed elsewhere in this proxy statement/prospectus.

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

A: If you are unable to locate your original CYHCTwo River stock certificate(s) prior to closing, you should contact CYHC’s Corporate Secretary, Kim Tieng,Computershare, Two River’s transfer agent, at (212) 818-9090.(781)575-4223.

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

A: CYHCTwo River shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of CYHCTwo River 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 CYHCTwo River common stock and your shares are registered in more than one name, you will receive more than one proxy card. 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 proxy statement/prospectus to ensure that you vote every share of CYHCTwo River common stock that you own.

Q: When do you expect to complete the Transactions?

A: OceanFirst and CYHCTwo River currently expect to complete the Transactions in the first quarter of 2020. However, neither OceanFirst nor CYHCTwo River can assure you of when, or if, the Transactions will be completed. The completion of the Transactions is subject to the satisfaction or waiver of customary closing conditions, including the adoption byreceipt of the requisite vote of the CYHCTwo River shareholders of the merger proposal and the receipt of the requisite regulatory approvals.

Q: Whom should I call with questions?

A: CYHCTwo River shareholders who have questions concerning the Transactions or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting their shares of CYHCTwo River common stock, should contact CYHC’s Corporate Secretary, Kim TiengTwo River’s proxy solicitor, Regan & Associates, Inc. at (212)(800)818-9090.737-3426.

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●],28, you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].111.

Because the market price of OceanFirst common stock may fluctuate, CYHCTwo River shareholders cannot be certain of the precise value of the merger consideration they will be entitled to receive.

At the time the first-step merger is completed, each issued and outstanding share of CYHCTwo River common stock, except for certain specifiedexception shares, owned by OceanFirst, CYHC or shareholders who have properly exercised dissenters’ rights, will be converted into the right to receive 2,000$5.375 in cash, without interest, and 0.6663 shares of OceanFirst common stock, together with cash in lieu of fractional shares. There will be a lapse of time between each of the date of this proxy statement/prospectus, the date of the special meeting and the date on which CYHCTwo River shareholders entitled to receive the merger consideration actually receive the merger consideration. The market value of OceanFirst common stock may fluctuate during these periods as a result of a variety of factors, which may include general market and economic conditions, changes in OceanFirst’s businesses, operations and prospects and regulatory considerations. Many of these factors are outside of the control of OceanFirst and CYHC.Two River. Consequently, at the time CYHCTwo River shareholders must decide whether to adoptapprove the merger proposal, they will not know the actual market value of the shares of OceanFirst common stock they may receive when the first-step merger is completed. TheAlthough the value of the cash portion of the merger consideration is fixed at $5.375 per share of Two River common stock, the value of the portion of the merger consideration that is represented by shares of OceanFirst common stock will depend on the market value of shares of OceanFirst common stock on the date the merger consideration is received and thereafter. This value will not be known at the time of the special meeting and may be more or less than the current price of OceanFirst common stock or the price of OceanFirst common stock at the time of the special meeting.

The market price of OceanFirst common stock after the Transactions arefirst-step merger is completed may be affected by factors different from those currently affecting the market price of CYHCTwo River common stock or OceanFirst common stock.

Upon completion of the first-step merger, CYHCTwo River shareholders will become OceanFirst stockholders. OceanFirst’s business differs in important respects from that of CYHC,Two River, and, accordingly, the results of operations of the combined company and the market price of OceanFirst common stock after the completion of the Transactions may be affected by factors different from those currently affecting the independent results of operations of each of OceanFirst and CYHC.Two River. For a discussion of the business of OceanFirst and of some important factors to consider in connection with that business, see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” beginning on page [●].111.

Regulatory approvals may not be received, may take longer to receive than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Transactions.

Before the Transactions can be completed, OceanFirst and OceanFirst Bank must obtain approvals or waivers from the FRB and the OCC. Approvals,Other approvals, waivers or consents from other regulators may also be required. In determining whether to grant these approvals, waivers and consents, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under the section of this proxy statement/prospectus entitled “The Transactions — Regulatory Approvals Required for the Completion of the Transactions” beginning on page [●].65. An adverse development in either party’s regulatory standing or these

factors could result in an inability to obtain approval or a delay in their receipt. These regulators may impose conditions on the completion of the Transactions or require changes to the terms of the Transactions. Such conditions or changes

The material interests considered by the CYHCTwo River board were as follows:

For a more detailed description of these interests, see the section of this proxy statement/prospectus entitled “The Transactions — Interests of CYHC’sTwo River’s Directors and Executive Officers in the Transactions” beginning on page [●].58.

The merger agreement may be terminated in accordance with its terms, and the Transactions may not be completed.

The merger agreement is subject to a number of customary closing conditions that must be satisfied or, where legally permissible, waived in order to complete the integrated mergers, including the receipt of the requisite approval of the CYHCTwo River shareholders and the requisite regulatory approvals. These conditions to the closing of the integrated mergers may not be satisfied or waived in a timely manner or at all, and, accordingly, the integrated mergers may be delayed or may not be completed. In addition, OceanFirst and CYHCTwo River may elect to terminate the merger agreement in certain circumstances. If the merger agreement is terminatedother circumstances and, in certain circumstances, CYHCTwo River may be required to pay OceanFirst a termination fee of $4,089,301.$7,313,482.

Termination of the merger agreement, or failure to complete the Transactions, could negatively impact CYHCTwo River or OceanFirst.

If the merger agreement is terminated, there may be various adverse consequences. For example, CYHC’sTwo River’s or OceanFirst’s businesses may have been impacted adversely by the failure to pursue other opportunities due to management’s focus on the Transactions, without realizing any of the anticipated benefits of completing the Transactions. Additionally, if the merger agreement is terminated, the market price of the CYHCTwo River common stock or the OceanFirst common stock could decline to the extent that the current market prices reflect a market assumption that the Transactions will be completed. If the merger agreement is terminated under certain circumstances, CYHCTwo River may be required to pay to OceanFirst a termination fee of $4,089,301.$7,313,482.

Furthermore, each of OceanFirst and CYHCTwo River has incurred and will incur substantial expenses in connection with the completion of the Transactions, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the Transactions. If the Transactions are not completed, OceanFirst and CYHCTwo River would have incurred these expenses without realizing the expected benefits of the Transactions.

In addition, if the Transactions are not completed, CYHCTwo River may experience negative reactions from the financial markets and from its shareholders, customers and employees. Also, CYHCTwo River may not be able to successfully resume independent operations, or enter into an agreement with another party with respect to a business combination transaction involving a sale of CYHC.Two River. If it is able to enter into another agreement with respect to a business combination transaction involving a sale of CYHC,Two River, it may be at a lower price. If the Transactions are not completed, CYHCTwo River cannot assure its shareholders that the risks described above will not materialize and will not materially and adversely affect the business and financial results of CYHCTwo River or the price at which shares of CYHCTwo River common stock trade.

and against alternative transactions and has agreed to abide by certain restrictions with respect to the transfer of such shareholder’s shares of Two River common stock prior to the earliest of approval of the merger proposal by the Two River shareholders, the effective time or the date of termination of the merger agreement and approval of related matters and (ii) waived any applicable dissenters’ rights.in accordance with its terms. As of the record date, the CYHC shareholdersTwo River directors and executive officers that are party to thethese support agreement beneficially owned andagreements were entitled to vote in the aggregate approximately 41%11.9% of the outstanding shares of CYHCTwo River common stock. For more information regarding the support agreement, see the section of this proxy statement/prospectus entitled “The Merger Agreement — CYHCTwo River Voting and Support AgreementAgreements” beginning on page [●].85.

The shares of OceanFirst common stock to be received by CYHCTwo River shareholders as a result of the first-step merger will have different rights from the shares of CYHCTwo River common stock.

The rights of CYHCTwo River shareholders are currently governed by the NYBCL, CYHC’sNJBCA, Two River’s certificate of incorporation and CYHC’sTwo River’s bylaws. Upon completion of the first-step merger, CYHCTwo River shareholders will become OceanFirst stockholders and their rights as stockholders will then be governed by the Delaware General Corporation Law (which we refer to as the “DGCL”), OceanFirst’s certificate of incorporation and OceanFirst’s bylaws. The rights

value of his, her or its shares of stock in any transaction if (i) a class or series of shares are listed on a national securities exchange or are held by not less than 1,000 shareholders or (ii) the shareholder is to receive (x) cash, (y) shares as consideration that will be listed on a national securities exchange or be held by not less than 1,000 shareholders or (z) cash and such securities. Because the Two River common stock is listed on the Nasdaq, the holders of Two River common stock are not entitled to dissenters’ or appraisal rights in the first-step merger.

Litigation relating to the Transactions could require OceanFirst or Two River to incur significant costs and suffer management distraction, as well as delay and/or enjoin the Transactions.

On October 4, 2019, a purported Two River shareholder filed a putative shareholder class action lawsuit against Two River, certain members of the Two River board, OceanFirst and Merger Sub in the Superior Court of New Jersey, Monmouth County, Chancery Division, captioned Paul Parshall v. Two River Bancorp, et al., Docket No. C-124-19. The action generally alleges that the registration statement on Form S-4 filed by OceanFirst with the SEC on September 20, 2019, which included a preliminary proxy statement/prospectus, omitted certain material information with respect to a specified numberthe Transactions and that members of sharesthe Two River board breached their fiduciary duties by approving the merger agreement because the Transactions are financially inadequate. Plaintiffs further allege that OceanFirst and Merger Sub aided and abetted such alleged breaches. The action seeks to enjoin the Transactions (or, if the Transactions are consummated, rescission or rescissory damages), as well as unspecified money damages, costs and attorneys’ fees and expense. OceanFirst and Two River believe the claims in the lawsuit are without merit and intend to defend such claims vigorously.

A negative outcome in this suit could adversely affect Two River and OceanFirst. Such action may also create additional uncertainty relating to the Transactions, and responding to the demands made in such action and defending such action may be costly and distracting to management of CYHC common stock, CYHCTwo River and OceanFirst. Neither Two River nor OceanFirst is currently able to predict the outcome of the suit with any certainty. Additional suits arising out of or relating to the Transactions may be filed in the future, and neither OceanFirst nor Two River can provide any assurance as to whether additional claims against OceanFirst or Two River related to the Transactions will be brought or, if so brought, as to the outcome of any such claim. If additional similar complaints are filed, absent new or different allegations that are material, Two River and OceanFirst may not be able to complete the first-step merger and may incur significantannounce or publicly disclose such additional costs.

CYHC shareholders are entitled to exercise dissenters’ rights provided by the NYBCL, as described in more detail in the section entitled “The Transactions — Dissenters’ Rights” beginning on page [●]. If the first-step merger is completed, a CYHC shareholder who has complied with applicable requirements under Sections 623 and 910 of the NYBCL may require OceanFirst to pay in cash the appraised value of such shareholders’ dissenting shares instead of the merger consideration. The merger agreement contains a closing condition that can only be waived by OceanFirst that dissenting shares will not constitute more than 10% of the outstanding shares of CYHC common stock. OceanFirst and CYHC cannot predict the number of shares of CYHC common stock that will constitute dissenting shares in the first-step merger, the amount of cash that OceanFirst may be required to pay following the first-step merger with respect to the dissenting shares or the expenses that OceanFirst may incur in connection with the appraisal process. If the number of dissenting shares exceeds the percentage described above it could prevent the integrated mergers from being completed.

Litigation against OceanFirst or CYHC or their respective boards of directors could prevent or delay the completion of the Transactions or result in the payment of damages following the completion of the Transactions.

While OceanFirst and CYHC believe that any claims that may be asserted by purported stockholder plaintiffs related to the Transactions would be without merit, the results of any such potential legal proceedings are difficult to predict and could delay or prevent the Transactions from becoming effective in a timely manner. The existence of litigation related to the Transactions could affect the likelihood of obtaining the required approval of

OceanFirst has also entered into an agreement to acquire Two River,CYHC, which may make it difficult to complete the Transactions on a timely basis.

On August 9, 2019, OceanFirst also announced the proposed acquisition of Two RiverCYHC in the Two RiverCYHC Transactions. The Two RiverCYHC Transactions are subject to customary closing conditions, including receipt of the requisite regulatory approvals, as well as receipt of the requisite approval of the shareholders of Two River.CYHC. Efforts to complete the Two RiverCYHC Transactions and planning the potential concurrent integration of Two River and CYHC, while also pursuing regulatory approvals for both transactions, is time consuming and could divert management attention and resources away from the Transactions. It is possible that because of the complexities involved in acquiring two financial institutions simultaneously, OceanFirst could experience delays in receiving regulatory approval. This could result in the time it takes to complete the Transactions taking longer than anticipated, which could be costly to OceanFirst and CYHC,Two River, disrupt OceanFirst’s and CYHC’sTwo River’s ongoing businesses relationships with their respective clients, customers, depositors and employees or result in a failure to complete or achieve the anticipated benefits of the Transactions. Pursuing the Two RiverCYHC Transactions at the same time as the Transactions may also impact any regulatory conditions imposed on the Transactions.

OceanFirst’s bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by OceanFirst stockholders, which could limit OceanFirst stockholders’ ability to bring certain actions or proceedings in a forum of their choosing.

OceanFirst’s bylaws provide that unless OceanFirst consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of OceanFirst, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employee or agent of OceanFirst to OceanFirst or OceanFirst stockholders, (iii) any action asserting a claim against OceanFirst or any director, officer, stockholder, employee or agent of OceanFirst arising out of or relating to any provision of the DGCL or OceanFirst’s certificate of incorporation or bylaws or (iv) any action asserting a claim against OceanFirst or any director, officer, stockholder, employee or agent of OceanFirst governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein.

To the fullest extent permitted by law, the forum selection bylaw discussed above will apply to derivative actions or proceedings brought on behalf of OceanFirst and arising under the Securities Act or the Exchange Act, although OceanFirst stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. There is uncertainty as to whether a court would enforce such provision in connection with any such derivative action or proceeding arising under the Securities Act or the Exchange Act, and it is possible that a court could find the forum selection bylaw to be inapplicable or unenforceable in such a case.

This forum selection bylaw may pose certain risks to OceanFirst stockholders. For example, the forum selection bylaw could limit the ability of an OceanFirst stockholder to bring certain actions or proceedings involving disputes with OceanFirst or OceanFirst’s directors, officers and other employees in a forum of such OceanFirst stockholder’s choosing or which such OceanFirst stockholder may believe is the optimal forum for such action or proceeding. In addition, the forum selection bylaw could result in increased costs to an OceanFirst stockholder in bringing an action in the designated forum and may have the effect of discouraging certain lawsuits against OceanFirst and its directors, officers and other employees. If a court were to find the forum selection bylaw inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, OceanFirst may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect OceanFirst’s business and financial condition.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), and Section 21E of the Exchange Act. These forward-looking statements may include: management plans relating to either the Transactions or the Two RiverCYHC Transactions; the expected timing of the completion of either the Transactions or the Two RiverCYHC Transactions or both such transactions; the ability to complete either the Transactions or the Two RiverCYHC Transactions or both such transactions; the ability to obtain any required regulatory, stockholder or other approvals; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans relating to either the Transactions or the Two RiverCYHC Transactions or both such transactions; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “seek,” “plan,” “will,” “would,” “target,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions or negatives of these words. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Neither OceanFirst nor CYHCTwo River assumes any duty or undertaking to update any forward-looking statements. Because forward-looking statements are by their nature, to different degrees, uncertain and subject to assumptions, actual results or future events could differ, possibly materially, from those that OceanFirst or Two River or CYHC anticipated in its forward-looking statements, and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under the section of this proxy statement/prospectus entitled “Risk Factors” beginning on page [●]21 and under Item 1A “Risk Factors” in OceanFirst’s Annual Report on Form10-K, Item 1A “Risk Factors” in Two River’s Annual Report on Form10-K and those disclosed in OceanFirst’s and Two River’s other periodic reports filed with the SEC, as well as the possibility that expected benefits of either the Transactions or the Two RiverCYHC Transactions or both such transactions may not materialize in the timeframe expected or at all, or may be more costly to achieve; that either the Transactions or the Two RiverCYHC Transactions or both such transactions may not be timely completed, if at all; that prior to the completion of either of the Transactions or the Two RiverCYHC Transactions or both such transactions or thereafter, OceanFirst’s, Two River’s and CYHC’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the parties are unable to successfully implement integration strategies related to either the Transactions or the Two RiverCYHC Transactions or both such transactions; that, with respect to either the Transactions or the Two RiverCYHC Transactions or both such transactions, required regulatory, stockholder or other approvals are not obtained or other customary closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’ stockholders, customers, employees and other constituents to the Transactions or the Two RiverCYHC Transactions or both such transactions; and diversion of management time as a result of matters related to either the Transactions or the Two RiverCYHC Transactions or both such transactions. For any forward-looking statements made in this proxy statement/prospectus or in any documents, OceanFirst and CYHCTwo River and claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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

THE CYHCTWO RIVER SPECIAL MEETING

This section contains information for CYHCTwo River shareholders about the special meeting that CYHCTwo River has called to allow its shareholders to consider and vote on the merger proposal, the compensation proposal and the adjournment proposal. CYHCTwo River is mailing this proxy statement/prospectus to you, as a CYHCTwo River shareholder, on or about [●],November 1, 2019. This proxy statement/prospectus is accompanied by a notice of the special meeting and a form of proxy card that the CYHCTwo River board is soliciting for use at the special meeting and at any adjournments or postponements of the special meeting.

Date, Time and Place of the Special Meeting

The special meeting is scheduled to be held at [●],The Navesink Country Club, located at [●]50 Luffburrow Lane, Red Bank, New Jersey, at 10:00 a.m. local time, on [●],Thursday, December 5, 2019. On or about [●],November 1, 2019, CYHCTwo River will commence mailing this proxy statement/prospectus and the enclosed form of proxy card to its shareholders entitled to vote at the special meeting.