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As filed with the Securities and Exchange Commission on September 14, 2006

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ORITANI FINANCIAL CORP.

(Exact Name of Registrant as Specified in Its Charter)

370 Pascack Road

The Township of Washington, New Jersey 07676

(201) 664-5400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Kevin J. Lynch

370 Pascack Road

The Township of Washington, New Jersey 07676

(201) 664-5400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

John J. Gorman, Esq.

Marc P. Levy, Esq.

Luse Gorman Pomerenk & Schick, P.C.

5335 Wisconsin Avenue, N.W., Suite 400

Washington, D.C. 20015

(202) 274-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  x

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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:  ¨

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 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Oritani Financial Corp.

Holding Company for Oritani Savings Bank

Up to 10,574,906 Shares of Common Stock

Oritani Financial Corp., a federally chartered corporation, is offering for sale 10,574,906 shares of its common stock on a best efforts basis. The shares being offered represent 30.0% of the shares of common stock of Oritani Financial Corp. that will be outstanding following the stock offering. We also intend to contribute up to 704,973 shares of common stock, or 2.0% of the shares of Oritani Financial Corp. that will be outstanding following the offering, and $1.0 million in cash, to a charitable foundation established by Oritani Savings Bank, a New Jersey-chartered savings bank. After the stock offering, 68.0% of Oritani Financial Corp.’s outstanding common stock will be owned by Oritani Financial Corp., MHC, our federally chartered mutual holding company parent. Oritani Financial Corp. is the holding company for Oritani Savings Bank. We have applied to have our common stock listed for trading on the Nasdaq Global Market under the symbol “ORIT.” There is currently no public market for the shares of our common stock.

We must sell a minimum of 7,816,235 shares in order to complete the stock offering, and we will terminate the stock offering if we do not sell the minimum number of shares. We may sell up to 12,161,142 shares because of regulatory considerations or changes in market or economic conditions without resoliciting subscribers. The stock offering is scheduled to expire at 12:00 noon, New Jersey time, on [offering date]. We may extend the termination date without notice to you, until [extension date], unless the Office of Thrift Supervision approves a later date, which may not be beyond [final date].

Depositors of Oritani Savings Bank with aggregate account balances of $50 or more as of the close of business on April 30, 2005 will have priority rights to subscribe for our shares of common stock. The minimum purchase is 25 shares of common stock. Generally, the maximum purchase that an individual may make through a single deposit account is 30,000 shares, and no person by himself, or with an associate or group of persons acting in concert, may purchase more than 50,000 shares. For further information concerning the limitations on purchases of shares of common stock, see “The Stock Offering—Limitations on Purchase of Shares.” Once submitted, orders are irrevocable unless the stock offering is terminated or extended beyond [extension date]. If the stock offering is extended beyond [extension date], subscribers will have the right to modify or rescind their purchase orders. Funds received prior to completion of the stock offering will be held by Oritani Saving Bank. All subscriptions received will bear interest at Oritani Savings Bank’s passbook savings rate, which is currently 0.995% per annum. If the stock offering is terminated, subscribers will have their funds returned promptly, with interest.

Sandler O’Neill & Partners, L.P. will use its best efforts to assist us in selling our shares of common stock, but is not obligated to purchase any of the shares of common stock that are being offered for sale. Subscribers will not pay any commissions to purchase shares of common stock in the stock offering. Sandler O’Neill & Partners, L.P. has advised us that it intends to make a market in the shares of common stock, but is under no obligation to do so.

This investment involves risk, including the possible loss of principal.

Please read the “ Risk Factors” beginning on page 21.

STOCK OFFERING SUMMARY

Price: $10.00 per share

_____________

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

None of the Securities and Exchange Commission, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, the New Jersey Department of Banking and Insurance nor any state securities regulator has approved or disapproved these securities or has determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Sandler O’Neill + Partners, L.P.

The date of this prospectus is                     , 2006

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[MAP OF ORITANI SAVINGS BANK BRANCH NETWORK APPEARS HERE]

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SUMMARY

The following summary explains selected information regarding the offering of shares of common stock by Oritani Financial Corp. and the business of Oritani Financial Corp. and Oritani Savings Bank. However, no summary can contain all the information that may be important to you. For additional information, you should read this prospectus carefully, including the consolidated financial statements and the notes to the consolidated financial statements of Oritani Financial Corp.

Our Organization

In March 1998, Oritani Savings Bank reorganized into the two-tier mutual holding company structure. As part of the reorganization, Oritani Savings Bank formed Oritani Financial Corp. and Oritani Financial Corp., MHC, a federally chartered mid-tier stock holding company and a federally chartered mutual holding company, respectively. Oritani Savings Bank became a New Jersey-chartered capital stock savings bank, and a wholly owned subsidiary of Oritani Financial Corp., and Oritani Financial Corp. became the wholly owned subsidiary of Oritani Financial Corp., MHC. The directors of Oritani Savings Bank are also the directors of Oritani Financial Corp. and Oritani Financial Corp., MHC.

This chart shows our current ownership structure, which is commonly referred to as the two-tier mutual holding company structure:

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The Companies

Oritani Financial Corp., MHC

Oritani Financial Corp., MHC is a federally chartered mutual holding company and currently owns 100% of the outstanding shares of common stock of Oritani Financial Corp. Oritani Financial Corp., MHC has not engaged in any significant business activity other than owning the common stock of Oritani Financial Corp., and does not intend to expand its business activities after the stock offering. After the completion of the stock offering, Oritani Financial Corp., MHC is expected to own 68.0% of the outstanding shares of common stock of Oritani Financial Corp. So long as Oritani Financial Corp., MHC exists, it is required to own a majority of the voting stock of Oritani Financial Corp. The executive office of Oritani Financial Corp., MHC, is located at 370 Pascack Road, in the Township of Washington, New Jersey 07676, and its telephone number is (201) 664-5400. Oritani Financial Corp., MHC is subject to comprehensive regulation and examination by the Office of Thrift Supervision.

Oritani Financial Corp.

Oritani Financial Corp. is the federally chartered mid-tier stock holding company of Oritani Savings Bank. Oritani Financial Corp. owns 100% of the common stock of Oritani Savings Bank. Since being formed in 1998, Oritani Financial Corp. has engaged primarily in the business of holding the common stock of Oritani Savings Bank as well as two limited liability companies that own a variety of real estate investments. Oritani Financial Corp.’s executive office is located at 370 Pascack Road, in the Township of Washington, New Jersey 07676, and its telephone number is (201) 664-5400. Oritani Financial Corp. is subject to comprehensive regulation and examination by the Office of Thrift Supervision. At June 30, 2006, Oritani Financial Corp. had consolidated assets of $1.03 billion, consolidated deposits of $688.6 million and consolidated stockholder’s equity of $150.1 million. Its net income for the fiscal year ended June 30, 2006 was $8.5 million.

Oritani Savings Bank

Oritani Savings Bank is a New Jersey-chartered savings bank headquartered in the Township of Washington, New Jersey. Oritani Savings Bank was originally founded in 1911, as a New Jersey building and loan association. Over the years, Oritani Savings Bank has expanded through internal growth as well as through a series of business combinations. In 1997, Oritani Savings Bank converted to a mutual savings bank, and in March 1998, reorganized into the two-tier mutual holding company structure. Oritani Savings Bank conducts business from its main office located at 370 Pascack Road, in the Township of Washington, New Jersey 07676, and its 18 branch offices located in the New Jersey Counties of Bergen, Hudson and Passaic. The telephone number at its main office is (201) 664-5400.

Oritani Savings Bank’s principal business activity consists of attracting retail and commercial bank deposits and investing those deposits in the origination of multi-family and commercial real estate loans and mortgage loans secured by one- to four-family residential real

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estate. Oritani Savings Bank also offers second mortgage and equity loans. To a lesser extent, Oritani Savings Bank also invests in mortgage-backed securities, U.S. Government and federal agency obligations, collateralized debt obligations and other investment securities. Oritani Savings Bank offers a variety of deposit accounts, including NOW accounts, money market deposit accounts, savings accounts and time deposits. Deposits are Oritani Savings Bank’s primary source of funds for its lending and investing activities. Oritani Savings Bank has also used borrowed funds as a source of funds, principally from the Federal Home Loan Bank of New York. Oritani Savings Bank emphasizes exceptional personal service for its customers. Oritani Savings Bank is subject to comprehensive regulation and examination by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation.

Both Oritani Financial Corp. and Oritani Saving Bank have investments in real estate and investments in joint ventures and each has loans outstanding with certain of these joint ventures, which are more fully described in this prospectus.

Business Strategy

Our business strategy is to grow and improve profitability by:

A full description of our products and services begins on page 70 of this prospectus. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Strategy” for a discussion of our business strategy.

The Stock Offering

Federal regulations require that Oritani Financial Corp., MHC own a majority of our outstanding shares of common stock so long as Oritani Financial Corp., MHC exists. Accordingly, the shares that we are permitted to sell in the stock offering must represent a minority of our outstanding shares of common stock. Based on these restrictions, our Board of Directors has decided to sell 30.0% of our outstanding shares of common stock in the stock offering. In addition, we intend to contribute cash of $1.0 million, and shares of common stock equal to 2.0% of our to-be outstanding shares of common stock following the stock offering, to a charitable foundation that we will establish. The remaining 68.0% of our outstanding shares of common stock will be held by Oritani Financial Corp., MHC.

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The following chart shows our structure following the stock offering:

Oritani Financial Corp., MHC has no plans, understandings or agreements, whether written or oral, to sell or otherwise dispose of its 68.0% of the shares of common stock of Oritani Financial Corp. However, Oritani Financial Corp., MHC may convert to stock form in the future by offering its interest in Oritani Financial Corp. for sale to depositors and others in a subscription offering. Oritani Financial Corp., MHC, however, has no plans to convert to stock form.

Reasons for the Stock Offering

The primary reasons for our decision to conduct the stock offering are to:

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The stock offering also will allow us to establish stock benefit plans for management and employees, which will help us to attract and retain qualified personnel.

Terms of the Stock Offering

We are offering between 7,816,235 and 10,574,906 shares of common stock of Oritani Financial Corp. to qualified depositors, tax-qualified employee plans and, to the extent shares remain available, to the public. The maximum number of shares that we sell in the stock offering may increase by up to 15%, to 12,161,142 shares, as a result of regulatory considerations, strong demand for the shares of common stock in the stock offering, or positive changes in financial markets in general and with respect to financial institution stocks in particular. Unless the estimated pro forma market value of Oritani Financial Corp. decreases below $260,533,500 or increases above $405,359,480, you will not have the opportunity to change or cancel your stock order. The offering price of the shares of common stock is $10.00 per share. Sandler O’Neill & Partners, L.P., our marketing advisor in connection with the stock offering, will use its best efforts to assist us in selling our shares of common stock, but Sandler O’Neill & Partners, L.P. is not obligated to purchase any shares in the stock offering.

We also intend to contribute cash in the amount of $1.0 million and issue shares of common stock equal to 2.0% of the shares to be outstanding following the stock offering, to a charitable foundation we will establish.

Persons Who May Order Stock in the Stock Offering

We are offering the shares of common stock of Oritani Financial Corp. in a “subscription offering” in the following descending order of priority:

If any shares of our common stock remain unsold in the subscription offering, we will offer such shares for sale in a community offering. Natural persons residing in the New Jersey Counties of Bergen, Passaic and Hudson, will have a purchase preference in any community offering. Shares also may be offered to the general public. The community offering, if any, may

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commence concurrently with, during or promptly after, the subscription offering. We also may offer shares of common stock not purchased in the subscription offering or the community offering through a syndicate of brokers in what is referred to as a syndicated community offering. The syndicated community offering, if necessary, would be managed by Sandler O’Neill & Partners, L.P. We have the right to accept or reject, in our sole discretion, any orders received in the community offering or the syndicated community offering.

To ensure a proper allocation of stock, each eligible depositor must list on his or her stock order form all deposit accounts in which he or she had an ownership interest at April 30, 2005,              or                     , as applicable. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation. We will strive to identify your ownership in all accounts, but we cannot guarantee that we will identify all accounts in which you have an ownership interest. Our interpretation of the terms and conditions of the stock issuance plan and of the acceptability of the order forms will be final.

How We Determined the Offering Range

The offering range is based on an independent appraisal of our pro forma market value prepared by FinPro, Inc., a firm experienced in appraisals of financial institutions. FinPro, Inc. is of the opinion that as of August 30, 2006, the estimated pro forma market value of the shares of common stock of Oritani Financial Corp. on a fully-converted basis was between $260.5 million and $352.5 million, with a midpoint of $306.5 million. The term “fully converted” assumes that 100% of our common stock had been sold to the public, as opposed to the 30.0% that will be sold in the stock offering.

In preparing its appraisal, FinPro, Inc. considered the information contained in this prospectus, including Oritani Financial Corp.’s consolidated financial statements. FinPro, Inc. also considered the following factors, among others:

FinPro, Inc. also considered that we intend to contribute cash and issue shares of common stock to a charitable foundation that we will establish. The intended contribution of cash and

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shares of common stock to the charitable foundation has the effect of reducing our estimated pro forma valuation. See “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation.”

In reviewing the appraisal prepared by FinPro, Inc., the Board of Directors considered the methodologies and the appropriateness of the assumptions used by FinPro, Inc. in addition to the factors listed above, and the Board of Directors believes that these assumptions were reasonable.

In determining that 30.0% of the shares of Oritani Financial Corp. common stock should be offered for sale in the stock offering and 68.0% should be held by Oritani Financial Corp., MHC, the Board of Directors considered the existing capital level of Oritani Savings Bank and its ability to effectively deploy the stock offering proceeds. Based on the estimated valuation range and the purchase price, the number of shares of Oritani Financial Corp. common stock that will be outstanding upon completion of the stock offering will range from 26,053,350 shares to 35,248,650 shares (subject to adjustment to 40,535,948 shares) and the number of shares of Oritani Financial Corp. common stock that will be sold in the stock offering will range from 7,816,235 shares to 10,574,906 shares (subject to adjustment to 12,161,142 shares), with a midpoint of 9,195,570 shares. The number of shares that Oritani Financial Corp., MHC will own after the stock offering will range from 17,716,048 shares to 23,968,771 shares (subject to adjustment to 27,564,087 shares). The number of shares of common stock that Oritani Charitable Foundation, a charitable foundation established by Oritani Savings Bank, will own after the stock offering will range from 521,067 shares to 704,973 shares (subject to adjustment to 810,719 shares). The estimated valuation range may be amended with the approval of the Office of Thrift Supervision, or if necessitated by subsequent developments in the financial condition of Oritani Savings Bank or market conditions generally, or to fill the order of the employee stock ownership plan.

The appraisal will be updated before we complete the stock offering. If the estimated pro forma market value of the shares of common stock of Oritani Financial Corp. at that time is either below $260,533,500 or above $405,359,480, then Oritani Financial Corp., after consulting with the Office of Thrift Supervision, may:

Under such circumstances, we will notify you, and you will have the opportunity to change or cancel your order. In any event, the stock offering must be completed by no later than [final date].

Two measures investors use to analyze the value of a financial institution’s stock are the ratio of the offering price to the pro forma book value and the ratio of the offering price to the issuer’s pro forma net income. FinPro, Inc. considered these ratios, among other factors, in

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preparing its appraisal. Book value is the same as total equity, and represents the difference between the issuer’s assets and liabilities. The following table presents the ratio of the offering price to Oritani Financial Corp.’s pro forma book value and earnings per share (on a non-fully converted basis) for the period indicated. See “Pro Forma Data” for a description of the assumptions used in making these calculations.

The following table compares our pricing ratios to the pricing ratios of our peer group companies on a non-fully converted basis, each at or for the twelve months ended June 30, 2006. Compared to the median pricing ratios of the peer group, our pro forma pricing ratios at the maximum of the offering range, indicated a discount of 8.43% on a price-to-core earnings basis and a discount of 18.44% on a price-to-tangible book basis.

The following table presents a summary of selected pricing ratios for the peer group companies and for us, each at or for the twelve months ended June 30, 2006, with the ratios adjusted to the hypothetical case of being fully converted. Compared to the average fully converted pricing ratios of the peer group, our pro forma fully converted pricing ratios at the maximum of the offering range indicated a discount of 15.29% on a price-to-earnings basis and a discount of 20.99% on a price-to-book basis.

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As shown in the above tables, our pro forma price-to-earnings multiple is at a discount to that of the peer group companies dependent, in part, on whether our stock offering is assumed to be consummated at the minimum or maximum of the offering range.

The pro forma fully-converted calculations for the peer group companies include the following assumptions:

With respect to Oritani Financial Corp., the pro forma fully-converted calculations use the same assumptions as applied to the peer group companies, but also assume the impact of the establishment of our charitable foundation, the expense of the employee stock ownership plan will be amortized over twenty years, and expense recognition with respect to stock options granted under a stock-based incentive plan over a five-year period. See “Comparison of Valuation and Pro Form Information With and Without the Charitable Foundation” for a discussion of the impact of our charitable foundation on our appraised value.

The independent appraisal does not indicate after-market trading value. Do not assume or expect that Oritani Financial Corp.’s valuation as indicated above means that the shares of common stock will trade at or above the $10.00 purchase price after the stock offering.

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After-Market Performance Information

The following table presents stock price performance information for all mutual holding company initial public offerings completed between January 1, 2006 and August 30, 2006. The offerings are presented in reverse chronological order, which means that the most recent offerings appear first.

The table above presents only short-term historical information on stock price performance, which may not be indicative of the longer-term performance of such stock prices. The data presented in the table are not intended to predict how our shares of common stock may perform following the stock offering. The historical information in the table may not be meaningful to you because the data were calculated using a small sample.

The market price in any particular company’s stock is subject to various factors, including the amount of proceeds a company raises and management’s ability to deploy proceeds (such as through investments, the acquisition of other financial institutions or other businesses, the payment of dividends and common stock repurchases). In addition, stock prices may be affected by general market conditions, the interest rate environment, the market for financial institutions, merger or takeover transactions, the presence of professional and other investors who purchase stock on speculation, as well as other unforeseeable events not necessarily in the control of management or the board of directors.

FinPro, Inc. advised the board of directors that the appraisal was prepared in conformance with the regulatory appraisal methodology. That methodology requires a valuation

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based on an analysis of the trading prices of comparable public companies whose stocks have traded for at least one year prior to the valuation date. FinPro, Inc. also advised the board of directors that the aftermarket trading experience of recent transactions was considered in the appraisal as a general indicator of current market conditions, but was not relied upon as a primary valuation methodology.

Our board of directors carefully reviewed the information provided to it by FinPro, Inc. through the appraisal process, but did not make any determination regarding whether prior mutual holding company stock offerings have been undervalued, nor did the board draw any conclusions regarding how the historical data reflected above may affect Oritani Financial Corp.’s appraisal. Instead, the board of directors engaged FinPro, Inc. to help it understand the regulatory process as it applies to the appraisal and to advise the board of directors as to how much capital Oritani Financial Corp. would be required to be raised under the regulatory appraisal guidelines.

There can be no assurance that our stock price will not trade below $10.00 per share. As noted in the above table, two of the eight initial public mutual holding company stock offerings that closed in 2006 are trading below their initial offering price. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page 23.

Our Officers, Directors and Employees Will Receive Additional Compensation and Benefit Programs After the Stock Offering

The Board of Directors of Oritani Savings Bank has adopted an employee stock ownership plan, which will award shares of our common stock to eligible employees primarily based on their compensation. It is expected that our employee stock ownership plan will purchase a number of shares equal to 3.92% of the total shares outstanding following completion of the offering, including shares issued to Oritani Charitable Foundation and to Oritani Financial Corp., MHC.

Additionally, we may implement a stock-based incentive plan that will provide for grants of stock options and of restricted stock. If the stock-based incentive plan is implemented and approved by stockholders within one year of the completion of the stock offering, the number of options granted or shares awarded under the stock-based incentive plan may not exceed 4.90% and 1.96%, respectively, of our total outstanding shares, including shares issued to Oritani Financial Corp., MHC and to the charitable foundation. The number of options granted or shares awarded under the stock-based incentive plan, when aggregated with any subsequently adopted stock-based benefit plans (exclusive of any shares held by any employee stock ownership plan), may not exceed 25% of the number of shares of common stock held by persons other than Oritani Financial Corp., MHC.

The stock-based incentive plan will comply with all applicable regulations of the Office of Thrift Supervision. The stock-based incentive plan cannot be established sooner than six months after the stock offering and would require the approval of our stockholders by a majority of the votes cast under Nasdaq rules, and by a majority of the total votes of Oritani Financial

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Corp. eligible to be cast (excluding votes eligible to be cast by Oritani Financial Corp., MHC), unless we obtain a waiver from the Office of Thrift Supervision that would allow the approval of the stock-based incentive plan by our stockholders by a majority of votes cast (excluding shares voted by Oritani Financial Corp., MHC). We currently intend to seek such a waiver from the Office of Thrift Supervision, and the Office of Thrift Supervision has generally granted such waivers in the past. Unless a waiver is obtained from the Office of Thrift Supervision, the following additional Office of Thrift Supervision restrictions would apply to our stock-based incentive plan:

The Office of Thrift Supervision has proposed changes to its regulations regarding stock-based incentive plans that would eliminate the above restrictions, including the need to obtain the separate vote of minority stockholders, for stock-based incentive plans that are implemented more than one year after completion of a minority stock offering. Accordingly, in the event that the proposed Office of Thrift Supervision regulations are adopted in final form, Oritani Financial Corp. would not be subject to OTS regulations regarding award allocations, vesting and a separate vote of minority stockholders if it implements a stock-based incentive plan more than one year after the completion of the stock offering.

The employee stock ownership plan and the stock-based incentive plan will increase our future compensation costs, thereby reducing our earnings. Public companies are required to expense the grant-date fair value of stock options granted to officers, directors and employees. In addition, public companies must revalue their estimated compensation costs at each subsequent reporting date and may be required to recognize additional compensation expense at those dates. Recognizing an expense equal to the grant-date fair value of stock options and any additional compensation expense due to variances in actual vesting or stock price experience compared to assumptions will increase our compensation costs over the vesting period of the options. Additionally, stockholders will experience a reduction in their ownership interest if newly issued shares of common stock are used to fund stock options and stock awards. See “Risk Factors—Our Stock-Based Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income,” “-The Implementation of Stock-Based Incentive Plans Will Dilute Your Ownership Interest” and “Management—Stock Benefit Plans.”

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The following table summarizes the stock benefits that our officers, directors and employees may receive following the stock offering at the maximum of the offering range, assuming that we initially implement a stock-based incentive plan granting options to purchase 4.90% of the shares outstanding after the stock offering (including shares issued to Oritani Financial Corp., MHC and to the Oritani Charitable Foundation) and awarding shares of common stock equal to 1.96% of the shares outstanding after the stock offering (including shares issued to Oritani Financial Corp., MHC and to the Oritani Charitable Foundation). In the table below, it is assumed that, at the maximum of the offering range, a total of 10,574,906 shares will be sold to the public, and a total of 35,248,650 shares will be issued and outstanding. This table assumes that Oritani Savings Bank’s tangible regulatory capital is 10% or more following the stock offering.