OCFC - DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

OceanFirst Financial Corp.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Message from
our Chairman

Christopher D. Maher
Chairman, President and Chief Executive Officer
April 27, 2026

OceanFirst Financial Corp.
110 West Front Street
Red Bank, New Jersey 07701
1.888.623.2633

“We encourage you to carefully review the enclosed. It is important that you vote your shares... to ensure your stock is represented even if you plan to attend the meeting virtually.”

Dear Fellow Stockholder,

On behalf of your Board of Directors, it is my pleasure to invite you to our upcoming Annual Meeting of Stockholders (the “Annual Meeting”). We, also, thank you for your overwhelming approval of our plans to acquire Flushing Financial Corporation (“FFIC”), and participation in the corresponding Special Stockholder Meeting held just a few weeks ago. While we continue to pursue the remaining regulatory approvals and customary closing conditions related to the FFIC acquisition, our Board and leadership remain focused on the day-to-day operations of your Company, including hosting an Annual Stockholder meeting and providing the related materials for your review.

The Annual Meeting is scheduled to be held virtually on Wednesday, May 27^th at 8:00 a.m. Eastern Time. Instructions for accessing the live broadcast of the Annual Meeting, as well as voting your shares, are described on your enclosed proxy card. Please remember you will need the information printed on the proxy card if you wish to attend and submit questions during the virtual meeting.

We encourage you to carefully review the enclosed Proxy Statement, Letter to Stockholders, and Form 10-K. It is important to vote your shares, preferably prior to the Annual Meeting, to ensure your stock is represented even if you are planning to attend the meeting virtually. For your convenience, there are multiple options for voting your shares, including telephone or online. In addition, you may mail the proxy card using the envelope provided, however, please allow sufficient time for the proxy card to be received prior to the deadline.

Along with the formal business of the Annual Meeting, management will discuss the Company’s 2025 accomplishments. The Board of Directors will be participating, and representatives from the Company’s independent accounting firm will be available during the question-and-answer time. We encourage you to attend the meeting virtually or visit the Investor Relations page of oceanfirst.com to view the replay at your convenience.

As we approach the 30^th anniversary of the Company’s initial public offering this July, we appreciate your continued investment and support of OceanFirst.

Sincerely,

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Wednesday, May 27, 2026
8:00 a.m. Eastern Time

Virtually at
www.virtualshareholdermeeting.com/OCFC2026

NOTICE

of 2026
Annual Meeting
of Stockholders

ITEMS OF BUSINESS

1.	The election of 13 directors of the Company;
2.	An advisory vote on executive compensation as disclosed in these materials;
3.	The approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan;
4.	The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
5.	Such other matters as may properly come before the Annual Meeting or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.

By order of the Board of Directors,

Steven J. Tsimbinos
Corporate Secretary

RECORD DATE

In order to vote, you must have been a stockholder at the close of business on April 2, 2026.

PROXY VOTING

It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the enclosed proxy card, or by voting via the internet or by telephone by following the voting instructions printed on your proxy card. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you.		BY INTERNET Visit the website listed on your proxy card		BY TELEPHONE Call the telephone number on your proxy card		BY MAIL Sign, date and return your proxy card in the enclosed envelope		VIRTUALLY Follow the instructions on your proxy card to vote at the virtual meeting

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Proxy Summary	4
Proposals to be Voted on	4
Nominees for Director	4
Corporate Governance and Strategic Highlights	5
Executive Compensation Overview	5

Corporate Governance	6
Corporate Governance and Strategic Highlights	6
Corporate Governance Policies and Procedures	7
Board Leadership Structure	7
Board Role in the Oversight of Risk/Risk Committee	8
Committees of the Board of Directors	9
Code of Ethics and Standards of Personal Conduct	11
Environmental, Social, and Corporate Governance	11
Stockholder Communications	12
Meetings of the Board of Directors	12

Stockholder-Recommended Director Nominations	13
General	13
Procedures to be Followed by Stockholders	13

Proposal 1 Election of Directors	14
Board Independence	14
Criteria for Director Nominees	14
Board Refreshment; Process for Identifying and Evaluating Nominees	15
Nominees for Election of Director	15
Nominees for Director	17
Required Vote	21
Directors’ Recommendation	21

Stock Ownership	22

Delinquent Section 16(a) Reports	24

Senior Executive Officers Who Are Not Also Directors	25

Compensation Discussion and Analysis	26
Overview	26
Executive Summary	27
Objectives of Our Compensation Program	30
Compensation Program Design and Rationale	30
How Compensation Is Determined	31
Elements of Compensation	33
Stock Ownership Guidelines	40
Mitigating Risk in Our Executive Compensation Program	40
Hedging/Pledging Policy	41
Insider Trading Policy	41
Clawback Policy	41
Policies and Practices Related to the Grant of Certain Equity Awards	41

Compensation Committee Report	42

Executive Compensation	43
Summary Compensation Table	43
Employment Agreements	44
Change in Control Agreement	45
Grants of Plan-Based Awards	46
Outstanding Equity Awards at Fiscal Year-End	47
Option Exercises and Stock Vested	50
Nonqualified Deferred Compensation	50
Potential Payments upon Termination or Change in Control	51
CEO Pay Ratio	57
Pay Versus Performance	57

Director Compensation	62
Cash and Stock Retainers for Non-Employee Directors	62
Stock Ownership Guidelines	63
Hedging/Pledging Policy	63
Insider Trading Policy	63

Proposal 2 Advisory Vote on Executive Compensation	64
Required Vote	64
Directors’ Recommendation	64

Proposal 3 Approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan	65
Overview	65
Considerations for Approval of the 2026 Equity Plan	65
Share Information on Equity Compensation Plans as of April 1, 2026	66
Key 2026 Equity Plan Provisions Aligning with Best Practices	66
Why the Company Believes You Should Vote to Approve the 2026 Equity Plan	67
Plan Summary	67
Certain Federal Income Tax Consequences	70
Equity Compensation Plan Information	72
New 2026 Equity Plan Benefits	72
Required Vote	72
Directors’ Recommendation	72

Proposal 4 Ratification of Appointment of the Independent Registered Public Accounting Firm	73
Independent Registered Public Accounting Firm Rotation	73
Audit Fees	73
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm	73
Report of the Audit Committee	74
Required Vote	74
Directors’ Recommendation	74

Transactions with Management	75
Loans and Extensions of Credit	75

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Additional Information	76

Voting and Proxy Procedure	77
Who Can Vote at the Annual Meeting	77
Attending the Annual Meeting	77
Questions at the Annual Meeting	77
Quorum and Vote Required	77
Voting by Proxy; Revocation of Proxy; Board Recommendations	79
Participants in OceanFirst Bank’s Benefit Plans	79
Stockholder Nominations and Proposals	79

Stockholder Proposals for Inclusion in Proxy Materials	80
Notice of a Solicitation of Proxies in Support of Director Nominees Other Than the Company’s Nominees	80
Stockholder Communications	80

Miscellaneous	81

Appendix A OceanFirst Financial Corp. 2026 Stock Incentive Plan	82

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Proxy Summary

Proposals to be Voted on

Proposal	Board Recommendation	Page Reference
Proposal 1 – Election of Directors	The Board of Directors recommends a vote “FOR” each of the nominees for director.	14
Proposal 2 – Advisory Vote on Executive Compensation	The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in these materials.	64
Proposal 3 – Approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan	The Board of Directors recommends a vote “FOR” the approval of the OceanFirst Financial Corp. 2026 Stock Incentive Plan.	65
Proposal 4 – Ratification of the independent registered public accounting firm	The Board of Directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.	73

Nominees for Director

Name	Age	Director Since	Independent	Committees
John F. Barros	52	2023		Finance and Risk
Anthony R. Coscia	66	2018		Leadership (Chair)
Jack M. Farris	67	2015		Compensation (Chair), Information Technology, and Risk
Robert C. Garrett	68	2023		Audit
Kimberly M. Guadagno	66	2018		Compensation
Nicos Katsoulis	66	2019		Audit and Risk (Chair)
Joseph J. Lebel III	63	2022		None
Christopher D. Maher	59	2014		None
Joseph M. Murphy, Jr.	67	2020		Finance (Chair) and Information Technology
Steven M. Scopellite	60	2019		Information Technology (Chair) and Leadership
Grace C. Torres	66	2018		Audit (Chair), Compensation, and Leadership
Patricia L. Turner	57	2020		Compensation and Finance
Dalila Wilson-Scott	52	2023		Compensation and Finance

4 OCEANFIRST FINANCIAL CORP. ● 2026 Proxy Statement

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Proxy Summary

Corporate Governance and Strategic Highlights

	Comprehensive annual self-assessment of Board, Committee, and director performance by the Leadership Committee		Announced Merger Agreement with Flushing Financial Corporation and Strategic Investment from Warburg Pincus
	Outsourced Residential Lending Originations		Dissolution of the Board-level Compliance Committee
	Commercial and Consumer Bank Reorganizations		Demonstrating the Bank’s commitment and support to its communities through the fourth annual CommUNITYFirst Day
	Provided stockholder value with the 116^thconsecutive quarterly common stock dividend payment in 2026

Executive Compensation Overview

●	Base salaries for Named Executive Officers, with the exception of CFO Patrick Barrett, increased by an average of 3.2%
●	Expansion of Non-Interest Expense metrics for Cash Incentive Plan, emphasizing the importance of expense management for the Company’s performance
●	Continued strong stockholder support of compensation program

OCEANFIRST FINANCIAL CORP. ● 2026 Proxy Statement 5

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Corporate Governance

The Company periodically reviews its corporate governance policies and procedures to ensure that the Company meets the highest standards of ethical conduct, reports results with accuracy and transparency, and maintains full compliance with the laws, rules and regulations that govern the Company’s operations. As part of this periodic corporate governance review, the Board of Directors reviews and adopts best corporate governance policies and practices for the Company.

Corporate Governance and Strategic Highlights

The Company has taken several actions to improve its internal governance and strategic outlook since last year’s Annual Meeting of Stockholders. These actions include:

*Self-Assessment*		The Leadership Committee, with the assistance of an independent consultant, performed a comprehensive assessment of the performance of the Board and its committees. In addition to this assessment, the Company’s General Counsel met individually with each director during 2025 to provide opportunities for direct feedback regarding topics such as Board composition, director training, and best practices. Governance actions from previous Board self-assessments include the adoption of a skills matrix and the elimination of age and geographic restrictions for directors.
**Merger Agreement with Flushing Financial Corporation**		On December 29, 2025, the Company announced that it had entered into a definitive merger agreement with Flushing Financial Corporation (“Flushing”), under which Flushing Bank would merge into OceanFirst Bank, N.A. (the “Bank’). The Company also announced it had entered into an investment agreement with Warburg Pincus LLC to invest $225 million for newly-issued equity securities subject to the closing of the merger. This merger, which is anticipated to close in the second quarter of 2026, is expected to enhance the Bank’s presence in the New York and Long Island markets and positively impact profitability and performance. Following this announcement, Moody’s Ratings re-affirmed their Deposit Ratings of A3/Prime-2 and Issuer Rating of Baa3 for the Bank and the Company, respectively.
*Outsourcing of* *Residential Lending* *Originations*		In September 2025, the Bank made the strategic decision to transition its loan origination business model to Embrace Home Loans, which has been providing home loans for over 40 years. This approach is expected to allow the Bank to focus on commercial loan growth while still being able to provide its customers with access to quality home loan options.
*Commercial Lending* *and Consumer Bank* *Reorganizations*		On October 1, 2025, the Bank reorganized its Commercial Bank leadership to designate Chief Credit and Chief Banking Officers for both C&I and CRE lending, in order to expand its commercial lending opportunities while ensuring its credit management remains disciplined and consistent. The Bank also appointed Stephen Adamo, the Bank’s previous President of Residential and Consumer Lending, as President of Consumer Banking. In this role, Mr. Adamo oversees the Bank’s retail business, digital branch strategy, and consumer lending partnerships.
**Dissolution of the Board Compliance Committee**		In 2025, following the Bank’s significant improvements in compliance management, including receiving an “Outstanding” rating for its most recent Community Reinvestment Act evaluation and the successful execution of Department of Justice Consent Order requirements, the Bank dissolved its Board-level Compliance Committee. The Board-level Risk Committee maintains oversight of compliance activities at the Bank.
**Common and Preferred Dividend Payments**		In February 2026, the Company paid its 116^th consecutive quarterly cash dividend to common stockholders. The Company also paid $2.0 million in perpetual preferred stock dividends during 2025 before these shares were redeemed in the second quarter of 2025.
*CommUNITYFirst Day*		Following its success the past three years, the Bank held its fourth annual CommUNITYFirst Day on September 25, 2025. All Bank locations closed early, allowing over 700 employees to spend the day helping more than 23 non-profit organizations in five states, with a focus on those organizations that provide housing, improve health and wellness, alleviate food insecurity, and promote arts and culture.

6 OCEANFIRST FINANCIAL CORP. ● 2026 Proxy Statement

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Corporate Governance

Corporate Governance Policies and Procedures

Corporate Governance Policies and Procedures

The Company maintains a Corporate Governance Policy to govern certain activities, including:

(1)	the duties and responsibilities of the Board of Directors and each director;
(2)	the composition and operation of the Board of Directors;
(3)	the establishment and operation of Board committees;
(4)	convening executive sessions of independent directors;
(5)	succession planning;
(6)	the Board of Directors’ interaction with management; and
(7)	the evaluation of the performance of the Board of Directors, its committees, and of the CEO.

In accordance with the Corporate Governance Policy, at least a majority of the directors on the Board must be “independent directors” as defined in the listing requirements of the Nasdaq Stock Market (“Nasdaq”).

Board Leadership Structure

The Board is led by the Chairman of the Board, Christopher D. Maher, who also serves as President of the Company and CEO of the Company and the Bank. Mr. Maher served as the President of the Bank until 2021, at which time he was succeeded by Mr. Lebel. The Board believes that combining the Chairman and CEO positions, together with the appointment of an independent lead director (the “Lead Director”), is the appropriate Board leadership structure for the Company at this time. The Company has historically been led by a combined Chairman and CEO, and the Board believes that the CEO is most knowledgeable about our business and corporate strategy and is in the best position to lead the Board of Directors, especially in relation to its oversight of corporate strategy and execution. In addition, having a combined Chairman and CEO provides an alignment of corporate strategy and vision. To assure effective independent oversight, the Board has adopted a number of governance practices, including:

●	the establishment of the Lead Director;
●	executive sessions of the independent directors at every regularly scheduled Board meeting, during which the independent directors may discuss the performance of the CEO/Chairman, management succession planning, and other appropriate matters;
●	the independence of 11 of 13 of the Board members;
●	the Company’s General Counsel reports directly to the Board;
●	stock ownership guidelines for directors and those executive officers named in the Summary Compensation Table herein (the “NEOs”);
●	an annual performance evaluation of the CEO by the Compensation Committee; and
●	the Company’s Board Audit, Compensation, Finance, Leadership, Information Technology, and Risk Committees are composed entirely of independent members.

The Company’s Corporate Governance Policy provides that the Chair of the Leadership Committee, currently Anthony R. Coscia, will also serve as the Lead Director. The Corporate Governance Policy provides that the duties of the Lead Director include assisting the Board in assuring compliance with and implementation of the Company’s Corporate Governance Policy, coordinating the agenda for and moderating sessions of the Board’s independent directors, and acting as principal liaison on certain issues between the independent and inside directors, including the Chairman of the Board, as applicable.

While the Board believes that the current leadership structure is best suited for the Company, it recognizes that other leadership models in the future might be appropriate, depending on the circumstances. Accordingly, the Board periodically reviews its leadership structure.

OCEANFIRST FINANCIAL CORP. ● 2026 Proxy Statement 7

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Corporate Governance

Board Role in the Oversight of Risk/Risk Committee

Board Role in the Oversight of Risk/Risk Committee

Under the Company’s Corporate Governance Policy, the business and affairs of the Company are managed by the officers under the direction and oversight of the Board. The Board is charged with providing oversight of the Company’s risk management function (framework and processes) and the Joint Risk Committee of the Boards of the Company and the Bank (the “Risk Committee”) has been delegated primary responsibility for overseeing the risk management function. In addition, the Compensation Committee and the Company and Bank’s senior management are tasked with oversight of the Company’s compensation processes to ensure they do not encourage taking unnecessary and excessive risks that would threaten the value of the Company. The duties of each of the Risk Committee, the Compensation Committee, and senior management with respect to such oversight are summarized below.

Board of Directors
The Board is charged with providing oversight of the Company’s risk management function.
Risk Committee ● Its primary responsibility is overseeing the risk management and compliance functions at the Company on behalf of the Board. ● Meets at least quarterly with executive management and the Chief Risk Officer (the “CRO”) and receives comprehensive reports and dashboards on enterprise risk management, including management’s assessment of risk exposures (including risks related to liquidity, credit, operations, interest rates, compliance, reputation and strategic, among others), and the processes in place to monitor and control such exposures. ● The Risk Committee may receive updates between meetings, as may be necessary, from the CRO, the CEO, the Chief Financial Officer (the “CFO”) and other members of management relating to risk oversight matters. ● Provides a report to the full Board at least quarterly. ● In addition, each quarter, the Audit Committee discusses with management and the independent registered public accountant their review of the Company’s financial statements and significant findings based upon the independent registered public accounting firm’s review, and any material issues are relayed to the Risk Committee. ● Representatives from Internal Audit and Risk Management attend Risk and Audit Committee meetings.	Compensation Committee ● At least annually, the Compensation Committee reviews the CRO’s assessment of the Company’s compensation plans for all employees, including the CEO and other NEOs, to ensure that these plans do not encourage taking unnecessary and excessive risks that would threaten the value of the Company. ● The Compensation Committee from time to time may enact metrics under the Cash Incentive Plan to encourage risk mitigation and safe and sound banking.
Senior Management
The CRO performs a quarterly risk assessment of the Bank’s products, services, operations, and regulatory requirements to determine the overall risk to the Bank and reports compliance with the approved Statement of Risk Appetite to the Risk Committee. The Enterprise Risk Management Committee evaluates and monitors the Bank’s risk profile to ensure that the Bank’s risk management practices appropriately identify, measure, monitor, and control existing and emerging risks with the approved Statement of Risk Appetite and comply with regulatory guidelines. This Committee is composed of several senior officers, including the President and COO, the CFO, the Chief Administrative Officer, the General Counsel, the Chief Credit C&I Officer, the Chief Credit CRE Officer, the Treasurer, the Chief Information Officer, the Chief Information Security Officer, and the Chief of Banking Officer, and is chaired by the CRO. The minutes of this Committee are provided to the Risk Committee.

8 OCEANFIRST FINANCIAL CORP. ● 2026 Proxy Statement

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Corporate Governance

Committees of the Board of Directors

Committees of the Board of Directors

The Board of Directors of the Company maintains the Audit Committee, the Compensation Committee, the Leadership Committee, the Risk Committee, the Finance Committee, and the Information Technology Committee. The following is a description of each of the Company’s Board committees and their current composition. Each of these committees acts under a written Charter adopted by the Board of Directors and is available on the Company’s website (www.oceanfirst.com). Each committee reviews and reassesses the adequacy of its Charter on an annual basis.

Audit Committee

Meetings during 2025: 8

Grace C. Torres* (Chair)

Robert C. Garrett

Nicos Katsoulis

The Audit Committee meets periodically with the independent registered public accounting firm and management to review accounting, auditing, internal control structure, and financial reporting matters. The Audit Committee also selects the independent registered public accounting firm and reviews, with the Director of Internal Audit and the independent public accounting firm, the overall scope and plans for the respective audits. Each member of the Audit Committee is “independent” in accordance with Nasdaq listing standards and the heightened independence standards applicable to audit committees.

The Board of Directors has a separately-designated standing Audit Committee for the Company and Bank established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

See “Proposal 4 – Ratification of Independent Registered Public Accounting Firm — Report of Audit Committee.”

*	“Audit committee financial expert” under the Rules of the Securities and Exchange Commission (the “SEC” or the “Commission”).

Compensation Committee

Meetings during 2025: 4

Jack M. Farris (Chair)

Kimberly M. Guadagno

Grace C. Torres

Patricia L. Turner

Dalila Wilson-Scott

The Compensation Committee of the Company and the Bank, formerly named the Human Resources/Compensation Committee, meets to establish the compensation for the executive officers and to review the Company’s incentive compensation program. The Compensation Committee is also responsible for establishing certain guidelines for compensation and benefit programs for other salaried officers and employees of the Company and the Bank.

Each member of the Compensation Committee is independent in accordance with Nasdaq listing standards.

See “Executive Compensation — Compensation Committee Report on Executive Compensation.”

Leadership Committee

Meetings during 2025: 12

Anthony R. Coscia (Chair)

Steven Scopellite

Grace C. Torres

The Leadership Committee of the Company and the Bank, formerly named the Corporate Governance/Nominating Committee, takes a leadership role in shaping governance policies and practices, including reviewing and monitoring compliance with the Company’s Corporate Governance Policy. In addition, the Leadership Committee serves as the Company’s nominating committee and is responsible for identifying individuals qualified to become Board members and recommending to the Board the director nominees for election at the next Annual Meeting of Stockholders. The Committee also recommends to the Board director candidates for each committee for appointment by the Board and provides oversight of the Company’s Environmental, Social, and Corporate Governance (“ESG”) program and functions.

The Chair of the Leadership Committee functions as Lead Director. Each member of the Leadership Committee is independent in accordance with Nasdaq listing standards.

The procedures of the Leadership Committee required to be disclosed by the Commission rules are included in this proxy statement. See “Election of Directors — Criteria for Director Nominees.”

OCEANFIRST FINANCIAL CORP. ● 2026 Proxy Statement 9

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Corporate Governance

Committees of the Board of Directors

Risk Committee

Meetings during 2025: 4

Nicos Katsoulis (Chair)

John F. Barros

Jack M. Farris

The Risk Committee of the Company and the Bank assists the Board in enterprise risk management functions. The Chair and at least one other director will be independent in accordance with Nasdaq listing standards. Currently, all members of the Risk Committee are independent.

See “Board Role in the Oversight of Risk/Risk Committee.”

Finance Committee

Meetings during 2025: 6

Joseph M. Murphy (Chair)

John F. Barros

Patricia L. Turner

Dalila Wilson-Scott

The Finance Committee of the Company and the Bank assists the Board in overseeing the financial management of the Company and developing the Company’s strategic and annual business plan and budget. The Chair and at least one other director of the Finance Committee will be independent in accordance with Nasdaq listing standards. Currently, all members of the Finance Committee are independent.

Information Technology Committee

Meetings during 2025: 4

Steven M. Scopellite (Chair)

Jack M. Farris

Joseph M. Murphy

The Information Technology Committee of the Company and the Bank provides oversight of the execution of the Company’s technology strategies and cybersecurity program, including Artificial Intelligence (“AI”) initiatives, and reviews the Company’s technology-related risk management activities. The Chair and at least one other director of the Information Technology Committee will be independent in accordance with Nasdaq listing standards, and the Committee will include at least one individual having significant experience and knowledge regarding information technology matters with a financial institution of at least similar size and complexity of the Company. Currently, all members of the Information Technology Committee are independent.

10 OCEANFIRST FINANCIAL CORP. ● 2026 Proxy Statement

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Corporate Governance

Code of Ethics and Standards of Personal Conduct

Code of Ethics and Standards of Personal Conduct

The Company and Bank have a Code of Ethics and Standards of Personal Conduct to ensure that all directors, executive officers, and employees of the Company and the Bank meet the highest standards of ethical conduct. The Code of Ethics and Standards of Personal Conduct requires that all directors, executive officers, and employees avoid conflicts of interest, protect confidential information and customer privacy, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. Under the terms of the Code of Ethics and Standards of Personal Conduct, all directors, executive officers, and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code.

To encourage compliance with the Code of Ethics and Standards of Personal Conduct, the Company and the Bank maintain procedures to receive, retain, and consider complaints received regarding accounting, internal accounting controls or auditing matters. These procedures ensure that individuals may submit concerns regarding questionable accounting or auditing matters in a confidential and anonymous manner. The Code of Ethics and Standards of Personal Conduct also prohibits the Company from retaliating against any director, executive officer, or employee who reports actual or apparent violations of the Code.

The Company also has a Code of Ethics for Senior Officers, which applies to the CEO, CFO, and the Chief Accounting Officer. This Code of Ethics requires that these officers act with honesty and integrity, avoid actual and apparent conflicts between their personal interests and those of the Company, comply with applicable federal, state, and local laws, and promptly report suspected violations to the Chair of the Audit Committee or outside counsel.

The Code of Ethics and Standards of Personal Conduct and the Code of Ethics for Senior Officers are available in the Investor Relations section of the Company’s website (www.oceanfirst.com). Amendments to and waivers from the Code of Ethics and Standards of Personal Conduct and the Code of Ethics for Senior Officers will be disclosed on our website as required by applicable law, regulations, or listing standards.

Environmental, Social, and Corporate Governance

The Company recognizes the importance of conducting its business in a manner that both benefits its stockholders and contributes to the well-being of its customers, employees, and the communities it serves. As part of its efforts to achieve this goal, the Company strives to integrate ESG within all of its activities. Feedback received by the Company indicates that ESG is an important topic for stockholders, employees, and the customers and communities served by the Company. Management and the Board considers the role of ESG when making decisions that affect the Company, understanding that the successful integration of ESG into the Company’s business activities benefits both the stockholders and the Company.

The Bank addresses ESG matters throughout the institution through its ESG Committee, which is chaired by the Director of Corporate Communications and Marketing and consists of representatives from various Bank departments, including the Chief Administrative Officer as its executive sponsor. The ESG Committee meets regularly to discuss ESG initiatives, establish ESG goals for the Bank and the Company, and monitor Bank policies, procedures, and actions in furtherance of these goals. As part of these efforts, the Bank issued its second ESG Report in May 2024. This report, which is available on the Investor Relations section of the Bank’s website (www.oceanfirst.com), details the Bank’s actions and activities to integrate the Bank’s ESG goals with its business practices and better serve its communities.

The examples below highlight the Company’s ESG efforts and plans for future action:

Environmental

●	Completed HVAC upgrades across retail branches and planned HVAC and lighting upgrades at its Red Bank Administrative location
●	Replaced diesel generators and improved Business Management System controls at its Tom Rivers location
●	Planned implementation of additional EV charging stations
●	Promoted sustainability through reusable tote bags and seed packet giveaways at CommUNITYFirst activities
●	Less than 1% of the Bank’s commercial loan portfolio is to environmentally high-risk industries
●	Expanding the use of federal, state, and local energy rebate programs

Social

●	At the fourth annual CommUNITYFirst Day, more than 700 Bank employees volunteered at non-profit organizations in five states throughout the Bank’s footprint, including the Food Bank of South Jersey, Meals on Wheels of Ocean County, Northern Ocean Habitat for Humanity, and Housing Families, Inc.
●	Bank leadership, including CEO Christopher Maher, continued their community walkabouts throughout the Bank’s footprint, visiting non-profits and community organizations and providing opportunities for direct interaction with Bank management
●	Majority of loans and projects financed by Spring Garden Lending, the Bank’s wholly-owned subsidiary, are to women or persons of color and are in Low-to-Moderate Income areas
●	Strengthen collaboration with business bankers and branch managers to focus on small businesses in the Bank’s market area
●	The Bank’s Director of Community Lending and CRA officers provided over 975 hours of Financial Literacy and Homebuyer Education

OCEANFIRST FINANCIAL CORP. ● 2026 Proxy Statement 11

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Corporate Governance

Stockholder Communications

●	Improved Net Promotor Scores, which reflect the Bank’s positive reputation among customers
●	Delivered $500,000 in FHLBNY Homebuyer Dream Program forgivable grants
●	Future expansion of the Bank’s branch network into the New York and Long Island markets through its new Melville branch and the Flushing merger
●	Continued focus on products and programs for unbanked and underbanked communities, including no-cost retail checking accounts
●	The Company’s investment program largely

SEC Form DEF 14A filed by OceanFirst Financial Corp.