Warburg Pincus Acquires 9.9% Stake in OceanFirst Financial Corp. Following Merger Closing

2026-06-08SEC Filing SCHEDULE 13D (0001140361-26-024531)

On June 1, 2026, Warburg Pincus LLC and its affiliated reporting persons acquired a significant stake in OceanFirst Financial Corp. (OCFC) pursuant to an Investment Agreement dated December 29, 2025. The transaction involved the purchase of 9,574,639 shares of Common Stock, representing approximately 9.9% of the outstanding shares. Specifically, WPGG 14 Orion Investments, L.P. acquired 6,415,008 shares, while WPFS II Orion Investments, L.P. acquired 3,159,631 shares. In addition to the Common Stock, the investors acquired non-voting common equivalent stock (NVCE Stock) and warrants to purchase additional NVCE Stock, which are currently excluded from beneficial ownership as they are not immediately convertible. The investment coincided with the closing of the merger between OceanFirst and Flushing Financial Corporation. As part of the agreement, Warburg Pincus representative Todd Schell was appointed to the Issuer's Board of Directors. The reporting persons also entered into a Registration Rights Agreement and are subject to certain transfer restrictions and standstill obligations. The acquisition was funded through capital contributions from various Warburg Pincus Global Growth and Financial Sector funds.

Ticker mentioned:OCFCInstitution mentioned:WARBURG PINCUS LLC
Related industry:Banks - Regional