As filed with the Securities and Exchange Commission on March 14,August 25, 2016

Registration No. 333-209590333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM S-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 08753

(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 Avenue

Toms River, New Jersey 08753

(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, 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, 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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-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 MARCH 14,AUGUST 25, 2016

MERGER AND SHARE ISSUANCE PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholder:

On January 5,July 12, 2016, OceanFirst Financial Corp., a Delaware corporation (which we refer to as “OceanFirst”), Cape Bancorp, Inc.Ocean Shore Holding Co., a MarylandNew Jersey corporation (which we refer to as “Cape”“Ocean Shore”), and JusticeMasters Merger Sub Corp., a MarylandNew Jersey corporation and a wholly-owned subsidiary of OceanFirst (which we refer to as “Merger Sub”), entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of OceanFirst and Cape.Ocean Shore. Under the terms of the merger agreement, (i) Merger Sub will merge with and into CapeOcean Shore (which we refer to as the “first-step merger”), with CapeOcean Shore 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, CapeOcean Shore 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, CapeOcean City Home Bank, a New Jersey-chartered stockfederal savings bank and a wholly-owned subsidiary of CapeOcean Shore (which we refer to as “Cape“Ocean Shore Bank”), will merge with and into OceanFirst Bank, a federally-chartered capital stockfederal savings bank 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, each outstanding share of the common stock, par value $0.01 per share, of CapeOcean Shore (which we refer to as “Cape“Ocean Shore common stock”), except for specified shares of CapeOcean Shore common stock owned by CapeOcean Shore or OceanFirst, will be converted into the right to receive $2.25$4.35 in cash, without interest (which we refer to as the “cash consideration”), and 0.63750.9667 shares (such number being referred to as the “exchange ratio” and such shares being referred to as “stock consideration”) of the common stock, par value $0.01 per share, of OceanFirst (which we refer to as the “OceanFirst common stock”), together with cash in lieu of fractional shares. The cash consideration and the stock consideration are collectively referred to as the “merger consideration.”

Although the number of shares of OceanFirst common stock that holders of CapeOcean Shore common stock (which we refer to as the “Cape“Ocean Shore stockholders”) will be entitled to receive is fixed, the market value of the stock consideration will fluctuate with the market price of OceanFirst common stock and will not be known at the time CapeOcean Shore stockholders vote on the first-step merger. However, as described in more detail elsewhere in this joint proxy statement/prospectus, under the terms of the merger agreement, if the average price of OceanFirst common stock over a specified period of time decreases below certain specified thresholds, CapeOcean Shore 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 $19.95$18.74 closing price of OceanFirst common stock on the NASDAQ Global Select Market (which we refer to as the “NASDAQ”) on January 5,July 12, 2016, the last full trading day before the public announcement of the Transactions, the per share value of the stock consideration was equal to approximately $12.72$18.12 and the per share value of the merger consideration was equal to approximately $14.97.$22.47. Based on the $17.41$[●] closing price of OceanFirst common stock on the NASDAQ on March 11,[●], 2016, the latest practicable trading day before the printing of this joint proxy statement/prospectus, the per share value of the stock consideration was equal to approximately $11.10$[●] and the per share value of the merger consideration was equal to approximately $13.35.$[●]. Based on the 0.63750.9667 exchange ratio and the number of shares of CapeOcean Shore common stock outstanding as of March 11,[●], 2016 together with(which includes the number of shares of CapeOcean Shore common stock underlying Cape’sOcean Shore’s restricted stock awards as of March 11, 2016,[●], 2016), the maximum number of shares of OceanFirst common stock estimated to be issuable at the effective time of the first-step merger is 8,638,619.[●].We urge you to obtain current market quotations for OceanFirst (trading symbol “OCFC”) and CapeOcean Shore (trading symbol “CBNJ”“OSHC”).

OceanFirst 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 a portion of the mergerstock 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.

CapeOcean Shore will hold a special meeting of its stockholders (which we refer to as the “Cape“Ocean Shore special meeting”) in connection with the first-step merger. At the CapeOcean Shore special meeting, CapeOcean Shore stockholders will be asked to vote to approve the merger agreement and related matters as described in this joint proxy statement/prospectus. Under MarylandNew Jersey law and Ocean Shore’s organizational documents, approval of the merger agreement requires the affirmative vote of the holders of a majority of the total number of outstanding shares of Cape common stockvotes cast by Ocean Shore stockholders entitled to vote at the CapeOcean Shore special meeting.

The OceanFirst special meeting will be held on April 25,[●], 2016 at its headquarters, located[●], at 975 Hooper Avenue, Toms River, New Jersey, at 6:00 PM[●] local time. The CapeOcean Shore special meeting will be held on April 25,[●], 2016 at The Greate Bay Country Club, 901 Mays Landing Road, Somers Point, New Jersey 08244,[●], at 3:00 PM[●] local time.

The CapeOcean Shore board of directors unanimously recommends that CapeOcean Shore stockholders vote “FOR” the approval of the merger agreement and the transactions contemplated thereby, including the first-step merger, and “FOR” the other matters to be considered at the CapeOcean Shore special meeting.

The OceanFirst board of directors unanimously recommends that OceanFirst stockholders vote “FOR” the OceanFirst share issuance and “FOR” the other matter to be considered at the OceanFirst special meeting.

This joint proxy statement/prospectus describes the CapeOcean Shore special meeting, the OceanFirst special meeting, the Transactions, the OceanFirst share issuance, the documents related to the Transactions and other related matters.Please carefully read this entire joint proxy statement/prospectus, including “Risk Factors,” beginning on page 23,[●], for a discussion of the risks relating to the proposed merger and the OceanFirst share issuance.You also can obtain information about OceanFirst and CapeOcean Shore from documents that each 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.

The securities to be issued in the first-step merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either OceanFirst or Cape,Ocean Shore, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this joint proxy statement/prospectus is March 14, 2016,[●], and it is first being mailed or otherwise delivered to the stockholders of OceanFirst and CapeOcean Shore on or about March 18,[●], 2016.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of OceanFirst:

OceanFirst will hold the OceanFirst special meeting at [●] local time, on April 25,[●], 2016, at its headquarters, located at 975 Hooper Avenue, Toms River, New Jersey, at 6:00 PM local time[●] to consider and vote upon the following matters:

We have fixed the close of business on March 11,[●], 2016 as the record date for the OceanFirst special meeting (which we refer to as the “OceanFirst record date”). Only OceanFirst stockholders of record as of the OceanFirst record date are entitled to notice of, and to vote at, the OceanFirst special meeting, or any adjournment of the OceanFirst special meeting. Approval of the OceanFirst share issuance proposal requires the affirmative vote of a majority of the total votes cast by the holders of OceanFirst common stock at the OceanFirst special meeting. The OceanFirst adjournment proposal will be approved if a majority of the votes cast by the holders of OceanFirst common stock at the OceanFirst special meeting are voted in favor of the OceanFirst adjournment proposal.

The OceanFirst board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the integrated mergers and the OceanFirst share issuance, and unanimously recommends that OceanFirst stockholders vote “FOR” the OceanFirst share issuance proposal and “FOR” the OceanFirst adjournment proposal.

Your vote is very important. We cannot complete the integrated mergers unless the OceanFirst stockholders approve the OceanFirst share issuance 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 the 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 and Chief Executive Officer

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Cape:Ocean Shore:

CapeOcean Shore will hold the CapeOcean Shore special meeting at [●] local time, on April 25,[●], 2016, at The Greate Bay Country Club, 901 Mays Landing Road, Somers Point, New Jersey 08244, at 3:00 PM local time[●] to consider and vote upon the following matters:

We have fixed the close of business on March 8,[●], 2016, as the record date for the CapeOcean Shore special meeting (which we refer to as the “Cape“Ocean Shore record date”). Only CapeOcean Shore stockholders of record as of the CapeOcean Shore record date are entitled to notice of, and to vote at, the CapeOcean Shore special meeting, or any adjournment of the CapeOcean Shore special meeting. Under MarylandNew Jersey law and Ocean Shore’s organizational documents, approval of the CapeOcean Shore merger proposal requires the affirmative vote of the holders of a majority of the total number of outstanding shares of Cape common stockvotes cast by Ocean Shore stockholders entitled to vote at the CapeOcean Shore special meeting. The CapeOcean Shore merger-related compensation proposal will be approved if a majority of the votes cast on such proposal at the CapeOcean Shore special meeting are voted in favor of such proposal. The CapeOcean Shore adjournment proposal will be approved if a majority of the votes cast on such proposal at the CapeOcean Shore special meeting are voted in favor of such proposal.

The CapeOcean Shore board of directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby, including the first-step merger, are advisable and in the best interests of CapeOcean Shore and its stockholders, and unanimously recommends that CapeOcean Shore stockholders vote “FOR” the CapeOcean Shore merger proposal, “FOR” the CapeOcean Shore merger-related compensation proposal and “FOR” the CapeOcean Shore adjournment proposal.

Your vote is very important. We cannot complete the integrated mergers unless the CapeOcean Shore stockholders approve the CapeOcean Shore merger proposal.

Regardless of whether you plan to attend the CapeOcean Shore special meeting, please vote as soon as possible. If you hold stock in your name as a stockholder of record of Cape,Ocean Shore, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope. You may also vote through the Internet or by telephone.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 joint proxy statement/prospectus provides a detailed description of the CapeOcean Shore special meeting, the Transactions, the documents related to the Transactions and other related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

BY ORDER OF THE BOARD OF DIRECTORS,

Michael D. Devlin

Steven E. Brady

President and Chief Executive Officer

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about OceanFirst and CapeOcean Shore 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 CapeOcean Shore 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 company at the following address:

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 your meeting. This means that OceanFirst stockholders requesting documents must do so by April 18,[●], 2016, in order to receive them before the OceanFirst special meeting, and CapeOcean Shore stockholders requesting documents must do so by [●April 18,], 2016, in order to receive them before the CapeOcean Shore 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 March 14,[●], 2016, 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 CapeOcean Shore stockholders or OceanFirst 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 CapeOcean Shore has been provided by CapeOcean Shore and information contained in this document regarding OceanFirst has been provided by OceanFirst.

See “Where You Can Find More Information” beginning on page 126[●] for more details.

TABLE OF CONTENTS

i

ii

ii

iii

QUESTIONS AND ANSWERS

The following are some questions that you, as an OceanFirst stockholder or a Capean Ocean Shore stockholder, may have about the Transactions, the OceanFirst share issuance, the OceanFirst special meeting or the CapeOcean Shore special meeting, as applicable, and brief answers to those questions. We urge you to read carefully the remainder 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 meeting or the CapeOcean Shore special meeting, as applicable. 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 126.[●].

Unless the context otherwise requires, references in this joint proxy statement/prospectus to “OceanFirst” refer to OceanFirst Financial Corp., a Delaware corporation, and its affiliates,subsidiaries, and references to “Cape”“Ocean Shore” refer to Cape Bancorp, Inc.Ocean Shore Holding Co., a MarylandNew Jersey corporation, and its affiliates.subsidiaries.

Q: What are the Transactions?

A: OceanFirst, CapeOcean Shore and Merger Sub entered into the merger agreement on January 5,July 12, 2016. The first-step merger is the first step in a series of transactions to combine OceanFirst and Cape,Ocean Shore, and their respective subsidiary banks, OceanFirst Bank and Cape Bank.Ocean City Home Bank (which we refer to as “Ocean Shore 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 mergers cannot be completed unless, among other things:

Additional conditions to completingThe completion of the integrated mergers is subject to the fulfillment of additional customary conditions, which are discussed in the section of this joint proxy statement/prospectus entitled “The Merger Agreement —Conditions to Complete the Integrated Mergers” beginning on page 100.[●].

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 CapeOcean Shore board of directors

(whichdirectors (which we refer to as the “Cape“Ocean Shore board”) to solicit proxies of their respectivethe stockholders of OceanFirst and Ocean Shore, as applicable, in connection with approval of the OceanFirst share issuance and the first-step merger, 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 merger agreement and the transactions contemplated thereby, including the first-step merger, CapeOcean Shore has called a special meeting of the CapeOcean Shore stockholders (which we refer to as the “Cape“Ocean Shore special meeting”). This document also serves as a joint proxy statement fornotice of the OceanFirst special meeting and the CapeOcean Shore 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 CapeOcean Shore stockholders because OceanFirst is offering shares of itsOceanFirst common stock to CapeOcean Shore stockholders in connection with the first-step merger. It also constitutes a notice of special meeting with respect to the OceanFirst special meeting and the CapeOcean Shore special meeting.

This joint proxy statement/prospectus contains important information about the Transactions,Transactions. This document also contains important information about the OceanFirst share issuance and the other proposalproposals being voted on at the OceanFirst special meeting and the CapeOcean Shore special meeting, respectively. You should read this document carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your 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, what else are OceanFirst stockholders being asked to vote on at the OceanFirst special meeting?

A: In addition to a proposal to approve the OceanFirst share issuance (which we refer to as the “OceanFirst share issuance proposal”), OceanFirst is soliciting proxies from the OceanFirst 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 first-step merger, what else are CapeOcean Shore stockholders being asked to vote on at the CapeOcean Shore special meeting?

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

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

A: If the first-step merger is completed, each outstanding share of CapeOcean Shore common stock except for certain shares of CapeOcean Shore common stock owned by CapeOcean Shore or OceanFirst, will be converted into the right to receive $2.25$4.35 in cash, without interest, and 0.63750.9667 shares 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. CapeOcean Shore 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 average closing-sale price per share of OceanFirst common stock for the five full trading days ending on the day preceding the day on which the first-step merger is completed.

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 to the completion of the first-step merger.

Q: How will the first-step merger affect CapeOcean Shore equity awards?

A: The CapeOcean Shore equity awards will be affected as follows:

Restricted Stock Awards:Awards: At the effective time of the first-step merger (which we refer to as the “effective time”), each restricted stock award granted by Cape (or assumed by Cape from a prior acquisition)Ocean Shore will become fully vested and each holder of such restricted stock awards will be entitled to receive the per share merger consideration for each share of CapeOcean Shore common stock held by such holder.

Stock Options:Options: Also at the effective time, eachall outstanding and unexercised options to purchase Ocean Shore common stock option granted by Cape (or assumed by Cape from a prior acquisition) will be assumedfully vest and convertedwill convert into an optionoptions to purchase a number of shares of OceanFirst common stock (rounded down to the nearest whole share) determined by multiplying (i) the number of shares of CapeOcean Shore common stock subject to such Ocean Shore stock option immediately prior to the effective time by (ii) 0.75, at a1.2084; and the exercise price per share exercise price (rounded up toof the nearest whole cent)new option will be equal to the quotient obtained by dividing (a) the per share exercise price for each sharethe shares of CapeOcean Shore common stock subject to such stockOcean Shore option by (b) 0.75.1.2084 (rounded up to the nearest whole cent).

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

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

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

Q: How does the CapeOcean Shore board recommend that I vote at the CapeOcean Shore special meeting?

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

Q: When and where are the meetings?

A: The OceanFirst special meeting will be held at [●] on April 25,[●], 2016, at its headquarters, located at 975 Hooper Avenue, Toms River, New Jersey, at 6:00 PM[●] local time.

The CapeOcean Shore special meeting will be held at [●] on April 25,[●], 2016, at The Greate Bay Country Club, 901 Mays Landing Road, Somers Point, New Jersey 08244, at 3:00 PM[●] 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 your 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, Ocean Shore stockholders may vote through the Internet. Information and applicable deadlines for voting Ocean Shore shares

through the Internet are set forth in the enclosed Ocean Shore 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 their 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 least a majority of the outstanding shares of OceanFirst 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 broker non-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 CapeOcean Shore special meeting?

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

OceanFirst adjournment proposalproposal::

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

A:CapeOcean Shore merger proposalproposal::

CapeOcean Shore merger-related compensation proposal:

CapeOcean Shore adjournment proposalproposal::

Q: Why is my vote important?

A: If you do not vote, it will be more difficult for OceanFirst or CapeOcean Shore to obtain the necessary quorum to hold their respective special meetings. In addition, if you are a Cape 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 Cape merger proposal will have the same effect as a vote “AGAINST” approval of the Cape merger proposal. Separately, ifIf you are an OceanFirst 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 issuance 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. TheIf you are an Ocean Shore 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 Ocean Shore merger agreement mustproposal will not be approved bycounted as a vote cast and will have no effect on the affirmative voteapproval of at leastsuch proposal, even though such approval is a majoritycondition to the completion of the outstanding shares of Cape common stock.integrated mergers. 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 merger agreement must be approved by the affirmative vote of a majority of the total votes cast by the holders of Ocean Shore common stock entitled to vote at the Ocean Shore special meeting. The OceanFirst board unanimously recommends that the OceanFirst stockholders vote “FOR” the OceanFirst share issuance proposal and the CapeOcean Shore board unanimously recommends that the CapeOcean Shore stockholders vote “FOR” the CapeOcean Shore merger 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 Cape’sOcean Shore’s ESOP or Cape’sOcean Shore’s 401(k) Plan, how will shares owned through such plans be voted?

A: If you participate in the CapeOcean Shore Bank Employee Stock Ownership Plan (which we refer to as the “Cape“Ocean Shore ESOP”) or if you hold shares of CapeOcean Shore common stock through the CapeOcean Shore Bank Employees’ Savings & Profit Sharingand

Investment Plan (which we refer to as the “Cape“Ocean Shore 401(k) Plan”) or the Colonial Bank 401(k) Savings Plan that was assumed by Cape (which we refer to as the “Colonial 401(k) Plan,” and together with the Cape 401(k) Plan, the “401(k) Plans”), you will receive a proxyvoting instruction card for each plan in which you have an interest in Cape common stock that reflects all of the shares you may direct the trusteetrustees to vote on your behalf under the plans. Under the terms of the CapeOcean Shore ESOP, the CapeOcean Shore ESOP trustee votes all allocated shares of Ocean Shore common stock held by the CapeOcean Shore ESOP but each Cape ESOP participant may directas directed by the trustee how to vote the shares of Cape common stock allocated to his or her account.plan participants. The CapeOcean Shore ESOP trustee, subject to the exercise of its fiduciary responsibilities,duties, will vote all unallocated shares of CapeOcean Shore common stock held by the CapeOcean Shore 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 Cape 401(k) Plan and under the terms of the trust agreement for the ColonialOcean Shore 401(k) Plan, a participant is entitled to provide voting instructions for alldirect the trustee how to vote the shares of Ocean Shore common stock held in the Ocean Shore Holding Co. Stock Fund and credited to his or her Ocean Shore 401(k) Plan account and held in the Stock Fund of such 401(k) Plan. Sharesaccount. The trustee will vote all shares for which no voting instructionsdirections are given or for which voting instructions were not timely received will be voted in the same proportion as shares for which the trustee received voting instructions were received.instructions.

The deadline for returning your voting instructions to each plan’s trustee is April 19, 2016.[●].

Q: If I am a participant in OceanFirst’s ESOP, OceanFirst’s 401(k) Plan or OceanFirst’sCape Bancorp’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 (theor the OceanFirst Bank Matching Contribution Employee Stock Ownership Plan (which we collectively refer to as the “OceanFirst ESOP”), or the OceanFirst Bank Retirement Plan (which we refer to as the “OceanFirst 401(k) Plan”) or the Cape Bank Employees’ Savings & Profit Sharing Plan (which we refer to as the “Cape 401(k) Plan”), which was maintained by Cape Bancorp, Inc. (which we refer to as “Cape”) prior to May 2, 2016, the date on which OceanFirst completed its acquisition of Cape (which we refer to as the “Cape 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 under the terms of the Cape 401(k) Plan, a participant is entitled to provide instructions for all shares credited to his or her OceanFirst 401(k) Plan or Cape 401(k) Plan account. 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 April 18, 2016.[●].

Q: Can I attend the meeting and vote my shares in person?

A: Yes. All stockholders of OceanFirst and Cape,Ocean Shore, including stockholders of record and stockholders who hold their shares “in street name” through banks, brokers, nominees or any other holder of record, are invited to attend their respective meetings. Holders of record of OceanFirst and CapeOcean Shore common stock can vote in person at the OceanFirst special meeting and CapeOcean Shore special meeting, respectively. If you are not a stockholder of record, you must obtain a proxy, card, 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 your meeting. If you plan to attend your 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 CapeOcean Shore 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 meetings is prohibited without OceanFirst’s or Cape’sOcean Shore’s express written consent, respectively.

Q: Can I change my vote?

A:OceanFirst stockholders:stockholders: Yes. If you are a holder of record of OceanFirst 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 card with a later date, (ii) delivering a written revocation letter to OceanFirst’s corporate secretary or (iii) attending the OceanFirst special meeting in person, notifying the corporate secretary and voting by ballot at the OceanFirst special meeting. 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.

Cape stockholders:Ocean Shore stockholders: Yes. If you are a holder of record of CapeOcean Shore 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 card with a later date, (ii) delivering a written revocation letter to Cape’sOcean Shore’s corporate secretary, (iii) attending the CapeOcean Shore special meeting in person, notifying the corporate secretary and voting by ballot at the CapeOcean Shore special meeting or (iv) voting by telephone orthrough the Internet at a later time. Attendance at the CapeOcean Shore special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by CapeOcean Shore after the vote will not affect the vote. Cape’sOcean Shore’s corporate secretary’s mailing address is: Corporate Secretary, Cape Bancorp, Inc.Ocean Shore Holding Co., 225 North Main Street, Cape May Court House,1001 Asbury Ave., Ocean City, New Jersey 08210.08226.

If you hold your shares of OceanFirst common stock or CapeOcean Shore 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 CapeOcean Shore be required to submit the CapeOcean Shore merger proposal to its stockholders even if the CapeOcean Shore board has withdrawn, modified or qualified its recommendation?

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

Q: What are the U.S. federal income tax consequences of the integrated mergers to CapeOcean Shore stockholders?

A: The obligations of CapeOcean Shore and OceanFirst 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 CapeOcean Shore and OceanFirst of the opinion of its counsel to the effect that the integrated mergers together 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”). Assuming that the integrated mergers qualify as a reorganization, CapeOcean Shore stockholders generally will recognize gain (but not loss) in an amount not to exceed the cash portion of the merger consideration for U.S. federal income tax purposes.

You should read the section of this joint proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences of the Integrated Mergers” beginning on page 106[●] for a more complete discussion of the U.S. federal income tax consequences of 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 CapeOcean Shore stockholders entitled to dissenters’ rights?

A: No. CapeOcean Shore stockholders are not entitled to exercise dissenters’ rights in connection with the Transactions. For further information, see “The Transactions — No Dissenters’ Rights” beginning on page 85.[●].

Q: If I am a Capean Ocean Shore stockholder, should I send in my CapeOcean Shore stock certificates now?

A: No. Please do not send in your CapeOcean Shore stock certificates with your proxy. Promptly following the completion of the first-step merger, an exchange agent will send you instructions for exchanging CapeOcean Shore stock certificates for the merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates” beginning on page 88.[●].

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

A: You are not required to take any special additional actions if your shares of CapeOcean Shore common stock are held in book-entry form. Promptly following the completion of the first-step merger, shares of CapeOcean Shore 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: Whom may I contact if I cannot locate my CapeOcean Shore stock certificate(s)?

A: If you are unable to locate your original CapeOcean Shore stock certificate(s), you should contact Computershare, Cape’sComputerShare Investor, Ocean Shore’s transfer agent, at 1-(800)-368-5948. 368-5948.

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

A: OceanFirst stockholders and CapeOcean Shore stockholders 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 and/or CapeOcean Shore 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 or CapeOcean Shore 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 CapeOcean Shore 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 CapeOcean Shore common stock that you own.

Q: When do you expect to complete the Transactions?

A: OceanFirst and CapeOcean Shore currently expect to complete the Transactions late in the summerfourth quarter of 2016.2016 or early in the first quarter of 2017. However, neither OceanFirst nor CapeOcean Shore can assure you of when, or if, the Transactions will be completed. The completion of the integrated mergers is subject to the fulfillment of customary closing conditions, including the approval by the OceanFirst stockholders of the OceanFirst share issuance proposal, the approval by the CapeOcean Shore stockholders of the CapeOcean Shore merger proposal and the receipt of necessary regulatory approvals.

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

A: If the first-step merger is not completed, CapeOcean Shore stockholders will not receive any consideration for their shares in connection with the first-step merger. Instead, CapeOcean Shore will remain an independent public company and its common stock will continue to be listed and traded on the NASDAQ.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 Cape.Ocean Shore. 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 102.[●].

Q: Whom should I call with questions?

A:OceanFirst stockholders:stockholders: 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 OceanFirst common stock, please contact Investor Relations at (732) 240-4500 or OceanFirst’s proxy solicitor, Georgeson LLC, at (866)-296-5716. 296-5716.

Cape stockholders:Ocean Shore stockholders: 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 CapeOcean Shore common stock, please contact Investor RelationsOcean Shore’s proxy solicitor, Regan & Associates, Inc, at (800) 858-2265 (ex 4506) or Cape’s proxy solicitor, Laurel Hill Advisory Group, LLC, at (888) 742-1305.737-3246.