What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-28 · 26 added, 32 removed, 193 unchanged (23% of the section changed)

21 unchanged sentences

Other Information

On February 23, 2022, the Bank amended its Code of Ethics and Standards of Personal Conduct, primarily for the Company to establish a separate Code of Ethics for Senior Officers.

The revised Code of Ethics and Standards of Personal Conduct is attached as Exhibit 14.1 to this Annual Report, and the new Code of Ethics for Senior Officers is attached as Exhibit 14.2 to this

Annual Report.

Future amendments to these documents will be reported, to the extent required by applicable law, regulation or listing standards, on the Company’s Investor Relations website, https://ir.oceanfirst.com/home/default.aspx.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

Election of Directors” and “Delinquent Section 16(a) Reports.”

A Code of Ethics and Standards of Personal Conduct is attached as Exhibit 14.1 to this Annual Report, and a Code of Ethics for Senior Officers is attached as Exhibit 14.2 to this Annual Report.

Executive Compensation

23 unchanged sentences

Principal Accountant Fees and Services

The independent public accounting firm is KPMG LLP , Short Hills, New Jersey .

The independent public accounting firm is Deloitte & Touche LLP , Philadelphia, Pennsylvania .

Their firm ID as assigned by the PCAOB is 34 .

4 unchanged sentences

The following documents are filed as a part of this report:

Report of Independent Registered Public Accounting Firm

Report s of Independent Registered Public Accounting Fir ms

Consolidated Statements of Financial Condition at December 31, 2022 and 2021

16 unchanged sentences

on August 13, 2019.

Agreement and Plan of Merger, dated as of November 4, 2021, by and among OceanFirst Financial Corp., Coastal Merger Sub Corp.

and Partners Bancorp.

Incorporated herein by reference from the Exhibits to the Current Report on From 8-K filed by OceanFirst Financial Corp.

on November 4, 2021.

Certificate of Incorporation of OceanFirst Financial Corp.

5 unchanged sentences

Certificate of Designation of 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, of the Company, filed with the Secretary of State of the State of Delaware and effective May 6, 2020.

Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Incorporated herein by reference from Exhibit 3.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Stock Certificate of OceanFirst Financial Corp.

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No.

Specimen of the Company’s 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A Certificate Incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Deposit Agreement, dated as of May 7, 2020, among the Company, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts described therein Incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Form of Depositary Receipt Incorporated herein by reference to Exhibit A to Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Specimen of the Company’s 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A Certificate Incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Deposit Agreement, dated as of May 7, 2020, among the Company, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts described therein Incorporated herein by reference from Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Form of Depositary Receipt Incorporated herein by reference from Exhibit A included in Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Indenture, dated May 1, 2020, between OceanFirst Financial Corp.

3 unchanged sentences

Form of 5.25% Fixed-to-Floating Rate Subordinated Note due 2030 Incorporated herein by reference from Exhibit 4.2 to Form 8-K filed on May 1, 2020.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-K filed by OceanFirst Financial Corp.

on March 1, 2021.

Exhibit Description Reference

21 unchanged sentences

and certain executive officers, including Christopher D.

Maher, Michael J.

Fitzpatrick, and Steven J.

Maher, and Steven J.

Tsimbinos Incorporated herein by reference from Exhibit to Form 8-K filed on April 10, 2017.

8 unchanged sentences

and certain executive officers, including Christopher D.

Maher, Michael J.

Fitzpatrick, Joseph J.

Maher, Joseph J.

Lebel III, and Steven J.

15 unchanged sentences

Employment Agreement between OceanFirst Financial Corp.

Vallacchi Filed herewith.

Vallacchi Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022

Executive Change in Control Agreement between OceanFirst Financial Corp.

Vallacchi Incorporated herein by reference to the Exhibits to the Quarterly Report on Form 10-Q filed on November 4, 2021

Executive Employment Agreement between OceanFirst Financial Corp.

and Patrick Barrett Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022

Confidentiality and Executive Restriction Agreement Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022

Executive Change in Control Agreement Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022

Amended OceanFirst Bank, N.A.

Code of Ethics and Standards of Personal Conduct Filed herewith.

Code of Ethics and Standards of Personal Conduct Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022

OceanFirst Financial Corp.

Code of Ethics for Senior Officers Filed herewith.

Code of Ethics for Senior Officers Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022

Subsidiary information is incorporated herein by reference to “Part I – Subsidiary Activities” Filed herewith.

Consent of Deloitte & Touche LLP Filed herewith.

Consent of KPMG LLP Filed herewith.

29 unchanged sentences

Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

/s/ Michael J.

Fitzpatrick February 25, 2022

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Acting Principal Accounting Officer)

/s/ Angelo J.

Catania February 25, 2022

/s/ Patrick S.

Barrett February 24, 2023

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Patrick Chong February 24, 2023

Patrick Chong

(Principal Accounting Officer)

/s/ Anthony R.

7 unchanged sentences

Nicos Katsoulis

Lloyd February 25, 2022

/s/ Joseph J.

Lebel February 24, 2023

Director, President and Chief Operating Officer

/s/ Joseph M.

5 unchanged sentences

Turner February 24, 2023

Vallacchi February 25, 2022

Walsh February 24, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures