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OCEANFIRST FINANCIAL CORP. (Exact Name of Registrant As Specified in Its Charter)

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OCEANFIRST FINANCIAL CORP. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 3, 2021 OCEANFIRST FINANCIAL CORP. (Exact name of registrant as specified in its charter) Delaware 001-11713 22-3412577 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File No.) Identification No.) 110 West Front Street, Red Bank, New Jersey 07701 (Address of principal executive offices, including zip code) (732)240-4500 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) 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: ☐ 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 Name of each exchange in which registered Common stock, $0.01 par value per share OCFC NASDAQ Depositary Shares (each representing a 1/40th interest in a share of 7.0% Series A Non-Cumulative, perpetual preferred stock) OCFCP NASDAQ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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 7.01 REGULATION FD DISCLOSURE OceanFirst Financial Corp. (the "Company") is scheduled to make presentations to current and prospective investors on or after February 3, 2021. Attached as Exhibit 99.1 of this Form 8-K is a copy of the presentation which OceanFirst Financial Corp. will make available at these presentations and will post on its website at www.oceanfirst.com. This report is being furnished to the SEC and shall not be deemed "filed" for any purpose. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS 99.1 Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors on or after February 3, 2021. 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. OCEANFIRST FINANCIAL CORP. Dated: February 3, 2021 /s/ Michael J. Fitzpatrick Michael J. Fitzpatrick Executive Vice President and Chief Financial Officer Exhibit Index Exhibit Description 99.1 Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors on or after February 3, 2021. OceanFirst Financial Corp. Investor Presentation February 2021 Exhibit 99.1 . Forward Looking Statements In addition to historical information, this presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to: changes in interest rates, general economic conditions, public health crises (such as governmental, social and economic effects of the novel coronavirus), levels of unemployment in the Bank’s lending area, real estate market values in the Bank’s lending area, future natural disasters and increases to flood insurance premiums, increased defaults as a result of economic disruptions caused by novel coronavirus, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes (particularly with respect to the novel coronavirus), monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, accounting principles and guidelines and the Bank’s ability to successfully integrate acquired operations. These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, under Item 1A - Risk Factors and elsewhere, and subsequent securities filings and should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. No Offer or Solicitation: The Presentation does not constitute or form part of, and should not be construed as, an offer to sell or issue, or the solicitation of an offer to purchase, subscribe to or acquire, securities of the Company, or an inducement to enter into investment activity in the United States or in any other jurisdiction in which such offer, solicitation, inducement or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. No part of this Presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. I N V E S T O R P R E S E N T A T I O N 2 F E B R U A R Y | 2 0 2 1 . OceanFirst Financial Corp. • NASDAQ: OCFC • Market Cap: $1.10 billion 1 • Bank Holding Company with National Bank Subsidiary • Founded in 1902 • Total Assets of $11.45 billion 2 • 62 Full-Service Branches in New Jersey and Metropolitan New York City I N V E S T O R P R E S E N T A T I O N 3 1 As of January 29, 2021 2 As of December 31, 2020 Headquarters OceanFirst Bank Branches OceanFirst Bank Loan Offices . F E B R U A R Y | 2 0 2 1 . Investment Thesis – Well Positioned for the Post-COVID-19 Environment • Strength of Assets • Balance sheet de-risked with executed loan sales, resolution of substantially all full forbearance loans, and extinguishment of high-cost borrowings • Organic Growth Including Low-Cost and Durable Deposit Base • Cost of deposits is low at 45 basis points, and is projected to fall • Digital Innovation • Digital products and customer experience on par with national banks and FinTechs, outpacing regional and community banks • Disciplined and Strategic M&A • Acquired attractive and underappreciated assets in exurban markets at favorable prices • Bench Strength • Deep banking, regulatory, M&A, and integration experience • Demonstrated strong pandemic response • Conservative Risk Culture • Commitment to management of credit, interest rate and regulatory/compliance risk • Insider Ownership • Meaningful insider ownership aligned with shareholder interest I N V E S T O R P R E S E N T A T I O N 4 . F E B R U A R Y | 2 0 2 1 . I N V E S T O R P R E S E N T A T I O N 5 Fourth Quarter 2020 Results Financial Results • Net interest margin of 2.97% • Loan pipeline of $368 million at December 31, 2020 • Total deposit costs decreased by 4 basis points from Q3 to Q4 • Creation of a yield-focused debt and equity portfolio which resulted in $23.6 million of net gains in Q4; $8.1 million more in Q1 2021 • Sold $298.1 million in PPP loans realizing $5.1 million in gains • Extinguished $343.5 million in high- cost borrowings, with an average rate of 1.63% Strategic and Operational Focus • COVID-19 on-going initiatives for employees, customers, and community • Recommit resources to core businesses, loan growth, and customer service • Expand commercial banking team to support more rapid organic growth and deploy excess liquidity • Effective February 1, will restart common share repurchase plan while also considering M&A to improve operating scale . F E B R U A R Y | 2 0 2 1 . Operational Highlights • Non-interest bearing deposits are 23% of average balance of total deposits 1 • Balanced interest rate risk position • An extraordinary surplus of liquidity will temporarily weigh on margins until the excess cash can be prudently deployed I N V E S T O R P R E S E N T A T I O N 6 Net Interest Margin 2015 2016 2017 2018 2019 2 2014 0.09 2020 1 Based on average balances for the three months ended December 31, 2020 2 Source: Bank Reg Data as of September 30, 2020 F E B R U A R Y | 2 0 2 1 0.00 0.50 1.00 1.50 2.00 2.50 3.00 3.50 4.00 4.50 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Q 4 Q 1 Q 2 Q 3 Net Interest Margin OceanFirst Bank Peer Average * OceanFirst Bank Q3 NIM excluding excess liquidity position ** The excess liquidity position negatively impacted NIM by 13 basis points in Q3 3.08** 3.21* 3.11 .
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