Partners Bancorp (PTRS) 8-K Other Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2022

Partners Bancorp

(Exact name of registrant as specified in its charter)

Maryland	001-39285	52-1559535
(State or other jurisdiction	(Commission file number)	(IRS Employer
of incorporation)		Identification No.)

2245 Northwood Drive, Salisbury, Maryland 21801

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (410) 548-1100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PTRS	The NASDAQ Stock Market LLC

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

Emerging growth company ¨

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

Item 8.01. Other Events.

As previously announced, on November 4, 2021, Partners Bancorp, a Maryland corporation (“Partners”), entered into an Agreement and Plan of Merger (the “merger agreement”) with OceanFirst Financial Corp., a Delaware corporation (“OceanFirst”), and Coastal Merger Sub Corp., a Maryland corporation and a direct wholly-owned subsidiary of OceanFirst (“merger sub”). Pursuant to the terms and subject to the conditions of the merger agreement, (i) merger sub will be merged with and into Partners, whereby the separate corporate existence of merger sub will cease and Partners will be the surviving corporation as a direct wholly-owned subsidiary of OceanFirst (the “first-step merger”) and (ii) immediately thereafter, Partners will be merged with and into OceanFirst, whereby the separate corporate existence of Partners will cease and OceanFirst will be the surviving corporation in such merger (together with the first-step merger, the “integrated mergers”).

The integrated mergers are described in the proxy statement/prospectus that was filed by each of OceanFirst and Partners with the Securities and Exchange Commission on January 18, 2022 (the “Proxy Statement/Prospectus”) in connection with the integrated mergers. On or about January 19, 2022, Partners mailed the Proxy Statement/Prospectus to Partners stockholders in connection with the special meeting of Partners stockholders being held on March 9, 2022, at which meeting Partners stockholders will consider and vote upon, among other things, a proposal to approve the merger agreement and the integrated mergers.

Since the filing of the Proxy Statement/Prospectus, Partners and OceanFirst received letters from purported stockholders of Partners (the “Demand Letters”) alleging that the Proxy Statement/Prospectus omits material information about the integrated mergers. Partners and OceanFirst believe that (i) the disclosures set forth in the Proxy Statement/Prospectus comply fully with applicable laws, rules, statutes, and regulations, (ii) no additional disclosures are required under any applicable law, rule, statute, or regulation, and (iii) the allegations in the Demand Letters are without merit. However, in order to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the integrated mergers, Partners and OceanFirst have determined to voluntarily supplement the Proxy Statement/Prospectus with the supplemental disclosure set forth below (the “Supplemental Disclosure”). Nothing in the Supplemental Disclosure shall be deemed an admission of the legal necessity or materiality under applicable laws, rules, statutes, or regulations of the Supplemental Disclosure, and each of Partners and OceanFirst specifically denies any and all allegations in the Demand Letters that any additional disclosure was or is required under any applicable law, rule, statute, or regulation.

If you are a Partners stockholder and you have not already voted your shares in connection with the proposals to be decided at the special meeting of Partners stockholders, you are urged to do so promptly. This Current Report on Form 8-K does not affect the validity or enforceability of any proxy card or voting instructions that any Partners stockholder may have previously received or delivered. No action is required by any stockholder of Partners who has previously delivered a proxy card or voting instructions and who does not wish to revoke or change that proxy card or voting instruction.

Supplemental Disclosures

The following Supplemental Disclosure should be read in conjunction with the Proxy Statement/Prospectus, which should be read in its entirety. Page number references below are to page numbers in the Proxy Statement/Prospectus and terms used below and defined in the Proxy Statement/Prospectus have the meanings given to such terms in the Proxy Statement/Prospectus. To the extent the information set forth herein differs from or updates the information contained in the Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Proxy Statement/Prospectus.

2 

1. The section of the Proxy Statement/Prospectus entitled “The Mergers—Opinion of Partners’ Financial Advisor—Comparable Company Analysis” is amended and supplemented by replacing the table listing the Partners Peer Group at the top of page 51 with the following:

Financials as of September 30, 2021					Balance Sheet / Asset Quality						Capital Position										LTM Profitability								Valuation as of November 1, 2021
																													Price /
																		Total
							Loans/		NPAs /		TCE /		Leverage		Tier 1			RBC									Efficiency				LTM		Div		Market
					Assets		Deposits		Assets		TA		Ratio		Ratio			Ratio			ROAA		ROAE		NIM		Ratio		TBV		EPS		Yield		Cap
Company	State		Ticker		($M)		(%)		(%)		(%)		(%)		(%)			(%)			(%)		(%)		(%)		(%)		(%)		(x)		(%)		($M)
Unity Bancorp, Inc.		NJ		UNTY		1,991		96.4		0.49		9.81²		10.70		--	³		--	³		1.80		18.6		4.09		47.3		140		8.2		1.4		273
Virginia National Bankshares Corporation		VA		VABK		1,912		64.0		0.08²		7.54		7.59		13.47²			13.74			0.54		6.1		3.07		60.3		132		16.7		3.4		188
Penns Woods Bancorp, Inc.		PA		PWOD		1,911		84.6		0.85²		7.97		8.31²		10.49²			10.97²			0.81		9.2		2.83		66.7		112		11.2		5.4		169
PCSB Financial Corporation		NY		PCSB		1,873		81.0		0.37²		14.38		12.72²		17.84²			18.46²			0.73		4.9		2.76		68.1		110		20.8		1.3		275
ESSA Bancorp, Inc.		PA		ESSA		1,861		83.1		1.15²		10.15		10.05		13.22²			14.47²			0.87		8.3		2.96		66.2		90		9.8		3.0		159
Franklin Financial Services Corporation		PA		FRAF		1,732		65.2²		1.01²		8.35		8.57²		14.97²			16.23²			1.27		14.1		2.96		67.1		102		7.1		3.9		146
Meridian Corporation¹		PA		MRBK		1,709		96.4		0.62		8.71		8.97		10.16			14.23			2.18		27.2		3.57		67.9		125		5.0		1.7		182
First United Corporation		MD		FUNC		1,709		80.4		1.04²		7.23		10.33		14.26			15.51			0.95		12.8		3.18		59.8		103		7.8		3.2		127
The Bank of Princeton		NJ		BPRN		1,669		93.8		0.52²		12.29		12.29		14.43			15.60			1.25		9.6		3.94		50.6		98		10.2		2.4		199
FNCB Bancorp, Inc.		PA		FNCB		1,666		64.7		0.78		9.72		9.80²		14.73²			15.91²			1.49		14.4		3.58		52.8		107		7.7		3.5		173
MainStreet Bancshares, Inc.		VA		MNSB		1,657		88.9		0.07²		9.40		12.23²		15.62²			16.48²			1.50		14.4		3.29		54.6		121		8.2		0.0		183
National Bankshares, Inc.		VA		NKSH		1,644		55.7		0.43		11.29		11.15²		19.06²			19.86²			1.28		10.3		2.84		50.7		121		11.5		3.8		224
First National Corporation		VA		FXNC		1,356		67.8		0.30		8.34		9.22²		13.81²			14.42²			1.05		12.4		3.17		63.7		123		10.0		2.1		139
AmeriServ Financial, Inc.		PA		ASRV		1,339		87.0²		0.24²		7.54		8.87²		11.07²			13.61			0.44		5.5		3.10		81.0		67		11.6		2.5		67
Old Point Financial Corporation		VA		OPOF		1,312		73.0		0.16²		9.07		9.22²		12.33²			13.34²			0.58		6.1		3.28		82.1		95		15.5		2.5		113
Pathfinder Bancorp, Inc.¹		NY		PBHC		1,260		80.9		1.69		7.85		9.21²		14.17²			15.42²			0.70		8.8		3.01		64.9		100		11.5		1.7		97
Malvern Bancorp, Inc.¹		PA		MLVF		1,186		104.9		4.37		12.50		12.27		15.07			18.85			0.21		1.8		2.56		63.3		86		NM		0.0		126
Severn Bancorp, Inc.¹		MD		SVBI		1,144		61.6		0.71		9.79		12.00²		--	³		--	³		1.02		9.2		3.06		72.1		157		17.5		1.5		175
Prudential Bancorp, Inc.¹		PA		PBIP		1,125		84.5		1.17		11.17		11.02		16.92			18.11			0.54		4.9		2.02		68.8		95		19.1		1.9		118
Esquire Financial Holdings, Inc.		NY		ESQ		1,123		76.2		0.00²		12.21		11.32²		14.79²			15.90²			1.56		11.6		4.49		54.6		193		15.0		0.0		251
Northeast Community Bancorp, Inc.		NY		NECB		1,108		111.4		0.18²		22.40		17.07²		15.48²			15.91²			1.11		6.5		4.42²		58.9		53		16.0		2.2		182
Emclaire Financial Corp		PA		EMCF		1,085		83.4		0.22²		6.56		7.60		11.80			13.06			0.94		10.8		3.20		62.6		106		7.6		4.4		74
				High		1,991		111.4		4.37		22.40		17.07		19.06			19.86			2.18		27.2		4.49		82.1		193		20.8		5.4		275
				Mean		1,517		81.1		0.75		10.19		10.48		14.18			15.50			1.04		10.3		3.24		62.9		111		11.8		2.3		166
				Median		1,651		82.0		0.50		9.56		10.19		14.35			15.56			0.99		9.4		3.14		63.5		106		11.2		2.3		171
				Low		1,085		55.7		0.00		6.56		7.59		10.16			10.97			0.21		1.8		2.02		47.3		53		5.0		0.0		67
Partners Bancorp		MD				1,638		77.4		0.49		7.79		7.90 / 8.814		11.55 / 11.664			12.81 / 12.364			0.50		5.7		3.06		72.3		124		20.2		1.2		157

1) Financial data as of or for the period ended June 30, 2021

2) Bank level data shown as of or for the period ended September 30, 2021

3) Financial data as of or for the period ended September 30, 2021 was not released at the holding company or bank level due to regulatory relief

4) Partners Bancorp operates as a bank holding company with two distinct subsidiary banks. Consolidated capital ratios are not available therefore each banks capital ratios are presented

Note: Includes banks and thrifts whose securities are publicly traded on a major exchange (NYSE, NYSEAM, NASDAQ), headquartered in the Mid-Atlantic region excluding Puerto Rico including Virginia with total assets between $1.0 billion and $2.0 billion with LTM ROAA greater than 0.0% excluding targets of announced mergers

Source: S&P Global Market Intelligence

3 

2. The section of the Proxy Statement/Prospectus entitled “The Mergers—Opinion of Partners’ Financial Advisor—Comparable Company Analysis” is amended and supplemented by replacing the table listing the OceanFirst Peer Group at the top of page 52 with the following:

Financials as of September 30, 2021					Balance Sheet / Asset Quality						Capital Position								LTM Profitability								Valuation as of November 1, 2021
																											Price /
																	Total
							Loans/		NPAs /		TCE /		Leverage		Tier 1		RBC								Efficiency				LTM		2021E		2022E		Div		Market
					Assets		Deposits		Assets		TA		Ratio		Ratio		Ratio		ROAA		ROAE		NIM		Ratio		TBV		EPS		EPS		EPS		Yield		Cap
Company	State		Ticker		($M)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(%)		(x)		(x)		(x)		(%)		($M)
Northwest Bancshares, Inc.		PA		NWBI		14,389		83.2		1.33		8.34		10.10¹		14.38¹		15.29¹		1.13		10.2		3.07		65.1		154		11.4		13.8		16.8		5.8		1,799
Provident Financial Services, Inc.		NJ		PFS		13,392		88.2		0.66¹		9.39		8.99¹		10.89¹		11.55¹		1.30		10.4		3.01		54.1		161		11.4		11.8		13.8		3.9		1,960
Sandy Spring Bancorp, Inc.		MD		SASR		13,017		88.5		0.43		9.10		9.23		12.50		15.26		1.93		16.5		3.52		46.6		198		9.5		10.0		13.2		2.7		2,269
Dime Community Bancshares, Inc.		NY		DCOM		12,364		87.0		0.26¹		7.54		8.37		11.17		14.13		0.69		7.1		3.14		47.1		165		23.6		9.5		10.7		2.7		1,515
NBT Bancorp Inc.		NY		NBTB		11,994		74.2		0.42¹		8.13		9.47		13.39		15.74		1.34		12.6		3.06		58.6		172		10.9		10.8		13.1		3.1		1,590
Eagle Bancorp, Inc.		MD		EGBN		11,585		70.9		0.31¹		10.64¹		10.58		15.33		16.59		1.51		13.6		2.94		38.5		153		10.8		11.2		13.4		2.8		1,869
First Commonwealth Financial Corporation		PA		FCF		9,478		84.8		0.41		8.73		9.60		12.40		15.00		1.39		11.8		3.26		54.3		186		11.6		11.6		12.5		3.0		1,486
S&T Bancorp, Inc.		PA		STBA		9,436		87.7		1.47		9.12¹		9.65		12.48		14.06		1.21		9.6		3.28		53.9		152		11.2		11.4		13.3		3.8		1,252
Lakeland Bancorp, Inc.		NJ		LBAI		8,172		84.8		0.19		8.18		8.60		11.19		14.73		1.18		11.8		3.16		55.1		144		10.4		9.9		10.9		3.0		941
Tompkins Financial Corporation		NY		TMP		8,113		69.3¹		0.49¹		7.80		8.54		13.79¹		14.21		1.19		13.0		2.98		60.6		196		13.2		13.0		14.9		2.8		1,217
Flushing Financial Corporation		NY		FFIC		8,077		102.2		0.36		9.73¹		8.83		11.48		13.44		0.83		10.6		3.19		60.9		116		11.5		8.7		10.0		3.5		749
ConnectOne Bancorp, Inc.		NJ		CNOB		7,950		102.8		1.35		9.95		11.60		12.35		15.54		1.62		12.9		3.60		38.9		178		11.3		11.2		11.7		1.5		1,365
				High		14,389		102.8		1.47		10.64		11.60		15.33		16.59		1.93		16.5		3.60		65.1		198		23.6		13.8		16.8		5.8		2,269
				Mean		10,664		85.3		0.64		8.89		9.46		12.61		14.63		1.28		11.7		3.18		52.8		165		12.2		11.1		12.9		3.2		1,501
				Median		10,532		85.9		0.43		8.92		9.35		12.44		14.87		1.26		11.8		3.15		54.2		163		11.3		11.2		13.2		3.0		1,501
				Low		7,950		69.3		0.19		7.54		8.37		10.89		11.55		0.69		7.1		2.94		38.5		116		9.5		8.7		10.0		1.5		749
OceanFirst Financial Corp.		NJ				11,830		83.8		0.28		8.29		9.12¹		12.19¹		12.83¹		1.04		8.0		2.91		62.3		146		11.8		12.6		11.6		3.1		1,366

1) Bank level data shown

Note: Includes banks and thrifts whose securities are publicly traded on a major exchange (NYSE, NYSEAM, NASDAQ), headquartered in the Mid-Atlantic region excluding Puerto Rico with total assets between $7.5 billion and $15.0 billion, excluding targets of announced mergers Source: S&P Global Market Intelligence

4 

3. The section of the Proxy Statement/Prospectus entitled “The Mergers—Opinion of Partners’ Financial Advisor—Analysis of Precedent Transactions” is amended and supplemented by replacing the table of transaction metrics for the Nationwide Precedent Transactions group in the middle of page 53 with the following:

										Transaction Information										Seller Information
												Price /
																Core		1-Day
										Deal		LTM				Deposit		Market		Total		TCE/		LTM		LTM		Efficiency		NPAs/
Acquiror					Target			Annc.		Value		Earnings		TBV		Prem¹		Prem		Assets		TA		ROAA		ROAE		Ratio		Assets
Company	Ticker		St.		Company	St.		Date		($M)		(x)		(%)		(%)		(%)		($M)		(%)		(%)		(%)		(%)		(%)
German American Bancorp Inc.		GABC		IN	Citizens Union Bancorp		KY		9/20/21		155		14.1		156		6.3		--		1,074		9.3		1.06		10.8		65.4		0.67
TriCo Bancshares		TCBK		CA	Valley Republic Bancorp		CA		7/27/21		166		10.9		157		--		13.2		1,366		7.5		1.17		15.8		44.2		--
CVB Financial Corp.		CVBF		CA	Suncrest Bank		CA		7/27/21		204		14.1		162		7.4		9.7		1,338		9.5		1.13		8.7		49.7		0.39
Lakeland Bancorp		LBAI		NJ	1st Constitution Bancorp		NJ		7/12/21		244		11.5		152		5.9		14.1		1,789		9.1		1.16		11.3		54.5		0.97
Valley National Bancorp		VLY		NY	Westchester Bank Holding Corp.		NY		6/29/21		220		18.1		169		8.7		--		1,313		10.1		1.07		10.3		44.9		0.21
Columbia Banking System Inc.		COLB		WA	Bank of Commerce Holdings		CA		6/23/21		269		14.7		166		7.1		13.7		1,829		8.9		1.05		10.5		54.2		0.44
Nicolet Bankshares Inc.		NCBS		WI	County Bancorp Inc.		WI		6/22/21		218		15.6		135		6.6		49.6		1,491		10.6		0.99		8.6		63.4		3.90
Simmons First National Corp.		SFNC		AR	Landmark Community Bank		TN		6/7/21		146		14.0		143		8.0		--		1,007		10.1		1.08		10.9		57.3		0.66
First Bancorp		FBNC		NC	Select Bancorp Inc.		NC		6/1/21		314		23.8		185		11.0		28.6		1,832		9.4		0.79		6.2		61.4		0.56
FirstSun Capital Bancorp		--		CO	Pioneer Bancshares Inc.		TX		5/11/21		218		16.3		137		6.6		6.0		1,778		9.0		0.73		8.1		71.4		0.29
Nicolet Bankshares Inc.		NCBS		WI	Mackinac Financial Corp		MI		4/12/21		248		18.3		169		--		69.4		1,502		9.7		0.92		8.2		70.5		0.87
Peoples Bancorp Inc.		PEBO		OH	Premier Financial Bancorp Inc.		WV		3/29/21		292		12.9		139		--		9.5		1,946		11.0		1.20		8.8		54.8		1.16
Banc of California Inc.		BANC		CA	Pacific Mercantile Bancorp		CA		3/22/21		248		29.2		153		6.7		24.5		1,588		10.0		0.51		5.5		63.4		2.53
Stock Yards Bancorp Inc.		SYBT		KY	Kentucky Bancshares Inc.		KY		1/27/21		191		16.3		167		8.7		68.8		1,240		9.3		0.97		9.5		71.8		0.49
First Busey Corp.		BUSE		IL	Cummins-American Corp.		IL		1/19/21		131		17.1		112		1.3		--		1,395		12.5		0.91		7.4		62.5		0.31
									High		314		29.2		185		11.0		69.4		1,946		12.5		1.20		15.8		71.8		3.90
									Mean		218		16.5		153		7.0		27.9		1,499		9.7		0.98		9.4		59.3		0.96
									Median		218		15.6		156		6.9		14.1		1,491		9.5		1.05		8.8		61.4		0.61
									Low		131		10.9		112		1.3		6.0		1,007		7.5		0.51		5.5		44.2		0.21
OceanFirst Financial Corp.				NJ	Partners Bancorp		MD				185		22.6		145		5.0¹ / 4.3²		16.6		1,638		7.8		0.50		5.7		73.1		0.49

1) Core deposits defined as total deposits less time deposits greater than $100k

2) Core deposits defined as total deposits less time deposits greater than $250k

Note: Includes nationwide bank and thrift transactions announced between January 1, 2021 and November 1, 2021 with target’s total assets were between $1.0 billion and $2.0 billion at announcement and LTM ROAA between 0.0% and 1.25%; Excludes transactions with non-disclosed deal values and transactions with private investors, private equity buyers or Credit Union buyers

Source: S&P Global Market Intelligence

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4. The disclosure in the section of the Proxy Statement/Prospectus entitled “The Merger—Opinion of Partners’ Financial Advisor—Net Present Value Analyses” is supplemented by adding the following disclosure immediately following the chart labeled “Earnings Per Share Multiples” on page 54:

The following table describes the discount rate calculation for Partners common stock prepared by Piper Sandler. In its normal course of business, Piper Sandler employs the Duff & Phelps Cost of Capital Navigator in determining an appropriate discount rate in which the discount rate equals the sum of the risk free rate, the equity risk premium, the size premium, and the industry premium.

Risk Free Rate	1.58% per Duff & Phelps Normalized Rate
Equity Risk Premium	7.25% per Duff & Phelps Cost of Capital Navigator
Size Premium	3.21% per Duff & Phelps Cost of Capital Navigator
Industry Premium	0.80% per Duff & Phelps Cost of Capital Navigator
Discount Rate	12.84%

5. The disclosure in the section of the Proxy Statement/Prospectus entitled “The Merger—Opinion of Partners’ Financial Advisor—Net Present Value Analyses” is supplemented by adding the following disclosure immediately following the chart labeled “Earnings Per Share Multiples” on page 55:

The following table describes the discount rate calculation for OceanFirst common stock prepared by Piper Sandler. In its normal course of business, Piper Sandler employs the Duff & Phelps Cost of Capital Navigator in determining an appropriate discount rate in which the discount rate equals the sum of the risk free rate, the equity risk premium, and the size premium.

Risk Free Rate	1.58% per Duff & Phelps Normalized Rate
2 Year Beta of Stock	117.8% per Duff & Phelps Cost of Capital Navigator
Equity Risk Premium	7.25% per Duff & Phelps Cost of Capital Navigator
Size Premium	1.43% per Duff & Phelps Cost of Capital Navigator
Discount Rate	11.55%

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Important Information and Where to Find It:

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed first-step merger of Partners with and into OceanFirst. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.

In connection with the proposed integrated mergers, OceanFirst and Partners have filed a registration statement on Form S-4 that includes a proxy statement of Partners and a prospectus of OceanFirst, which the Securities and Exchange Commission (“SEC”) declared effective on January 18, 2022. Partners commenced mailing of the final proxy statement/prospectus to the Partners shareholders seeking certain approvals related to the proposed integrated mergers on or about January 19, 2022. Each of OceanFirst and Partners may file with the SEC other relevant documents concerning the proposed integrated mergers. Before making any voting or investment decision, investors and security holders are urged to read the final proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed integrated mergers because they contain important information about OceanFirst, Partners and the proposed integrated mergers. Shareholders are also urged to carefully review OceanFirst’s and Partners’ respective public filings with the SEC, including, but not limited to, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and proxy statements. Investors and security holders may obtain free copies of the registration statement and the final proxy statement/prospectus and other documents filed with the SEC by OceanFirst and Partners through the website maintained by the SEC at www.sec.gov. The reports, proxy statements and other information filed by OceanFirst with the SEC are available at OceanFirst’s website at www.oceanfirst.com under the tab “Investor Relations,” and then under the heading “SEC Filings.” The reports, proxy statements and other information filed by Partners with the SEC are available at Partners’ website at https://www.partnersbancorp.com/investor-relations under the tab “SEC Filings.” The web addresses of the SEC, OceanFirst and Partners are included as inactive textual references only. Except as specifically incorporated by reference, the information on OceanFirst’s and Partners’s websites, respectively, is not, and shall not be deemed to be, a part of this report or incorporated into other filings that either OceanFirst or Partners makes with the SEC.  

OceanFirst, Partners, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Partners in connection with the proposed integrated mergers. Information about the directors and executive officers of OceanFirst and their ownership of OceanFirst’s common stock is set forth in OceanFirst’s proxy statement in connection with its 2021 annual meeting of shareholders, as previously filed with the SEC on April 20, 2021. Information about the directors and executive officers of Partners and their ownership of Partners’ common stock is set forth in Partners’ proxy statement in connection with its 2021 annual meeting of shareholders, as previously filed with the SEC on April 7, 2021. Additional information regarding the interests of these participants and other persons who may be deemed participants in the solicitation of proxies may be obtained by reading the final proxy statement/prospectus regarding the proposed integrated mergers. Free copies of these documents may be obtained as described above.

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SIGNATURES

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

PARTNERS BANCORP
By:	/s/ Lloyd B. Harrison, III
Name:	Lloyd B. Harrison, III
Title:	Chief Executive Officer

Dated: February 25, 2022