Item 4. Controls and Procedures
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective. Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
March 31, December 31,
2025 2024
(Unaudited)
Assets
Cash and due from banks $ 163,721 $ 123,615
Debt securities available-for-sale, at estimated fair value 746,168 827,500
Debt securities held-to-maturity, net of allowance for securities credit losses of $ 898 at March 31, 2025 and $ 967 at December 31, 2024 (estimated fair value of $ 926,075 at March 31, 2025 and $ 952,917 at December 31, 2024)
1,005,476 1,045,875
Equity investments 87,365 84,104
Restricted equity investments, at cost 102,172 108,634
Loans receivable, net of allowance for loan credit losses of $ 78,798 at March 31, 2025 and $ 73,607 at December 31, 2024
10,058,072 10,055,429
Loans held-for-sale 9,698 21,211
Interest and dividends receivable 44,843 45,914
Other real estate owned 1,917 1,811
Premises and equipment, net 114,588 115,256
Bank owned life insurance 269,398 270,208
Goodwill 523,308 523,308
Intangibles 11,740 12,680
Other assets 170,812 185,702
Total assets $ 13,309,278 $ 13,421,247
Liabilities and Stockholders’ Equity
Deposits $ 10,177,023 $ 10,066,342
Federal Home Loan Bank (“FHLB”) advances 891,021 1,072,611
Securities sold under agreements to repurchase with customers 65,132 60,567
Other borrowings 197,808 197,546
Advances by borrowers for taxes and insurance 28,789 23,031
Other liabilities 240,388 298,393
Total liabilities 11,600,161 11,718,490
Stockholders’ equity:
Preferred stock, $ 0.01 par value, $ 1,000 liquidation preference, 5,000,000 shares authorized, and 57,370 shares issued at both March 31, 2025 and December 31, 2024
1 1
Common stock, $ 0.01 par value, 150,000,000 shares authorized, 62,900,241 and 62,182,767 shares issued at March 31, 2025 and December 31, 2024, respectively; and 58,383,525 and 58,554,871 shares outstanding at March 31, 2025 and December 31, 2024, respectively
625 613
Additional paid-in capital 1,170,179 1,168,321
Retained earnings 650,546 641,727
Accumulated other comprehensive loss ( 13,252 ) ( 15,853 )
Less: Unallocated common stock held by Employee Stock Ownership Plan ("ESOP") ( 2,232 ) ( 2,542 )
Treasury stock, 4,516,716 and 4,118,321 shares at March 31, 2025 and December 31, 2024, respectively
( 97,545 ) ( 90,617 )
OceanFirst Financial Corp. stockholders’ equity 1,708,322 1,701,650
Non-controlling interest 795 1,107
Total stockholders’ equity 1,709,117 1,702,757
Total liabilities and stockholders’ equity $ 13,309,278 $ 13,421,247
See accompanying Notes to Unaudited Consolidated Financial Statements.
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
For the Three Months Ended March 31,
2025 2024
(Unaudited)
Interest income:
Loans $ 133,019 $ 137,121
Debt securities 17,270 19,861
Equity investments and other 3,414 4,620
Total interest income 153,703 161,602
Interest expense:
Deposits 51,046 59,855
Borrowed funds 16,005 15,523
Total interest expense 67,051 75,378
Net interest income 86,652 86,224
Provision for credit losses 5,340 591
Net interest income after provision for credit losses 81,312 85,633
Other income:
Bankcard services revenue 1,463 1,416
Trust and asset management revenue 406 526
Fees and service charges 4,712 4,473
Net gain on sales of loans 858 357
Net gain on equity investments 205 1,923
Net loss from other real estate operations ( 16 ) —
Income from bank owned life insurance 1,852 1,862
Commercial loan swap income 620 138
Other 1,153 1,591
Total other income 11,253 12,286
Operating expenses:
Compensation and employee benefits 36,740 32,759
Occupancy 5,497 5,199
Equipment 921 1,130
Marketing 1,108 990
Federal deposit insurance and regulatory assessments 2,983 3,135
Data processing 6,647 5,956
Check card processing 1,170 1,050
Professional fees 2,425 2,732
Amortization of intangibles 940 844
Other operating expense 5,863 4,877
Total operating expenses 64,294 58,672
Income before provision for income taxes 28,271 39,247
Provision for income taxes 6,808 10,637
Net income 21,463 28,610
Net loss attributable to non-controlling interest ( 46 ) ( 57 )
Net income attributable to OceanFirst Financial Corp. 21,509 28,667
Dividends on preferred shares 1,004 1,004
Net income available to common stockholders $ 20,505 $ 27,663
Basic earnings per share $ 0.35 $ 0.47
Diluted earnings per share $ 0.35 $ 0.47
Average basic shares outstanding 58,102 58,789
Average diluted shares outstanding 58,111 58,791
See accompanying Notes to Unaudited Consolidated Financial Statements.
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
For the Three Months Ended March 31,
2025 2024
(Unaudited)
Net income $ 21,463 $ 28,610
Other comprehensive income:
Net unrealized gain on debt securities (net of tax expense of $ 788 in 2025 and $ 634 in 2024)
2,473 1,993
Accretion of unrealized loss on debt securities reclassified to held-to-maturity (net of tax expense of $ 44 in 2025 and $ 42 in 2024)
64 61
Unrealized loss on derivative hedges (net of tax benefit of $ 302 in 2024)
— ( 949 )
Reclassification adjustment for losses included in net income (net of tax expense of $ 20 in 2025 and $ 109 in 2024)
64 342
Total other comprehensive income, net of tax 2,601 1,447
Total comprehensive income 24,064 30,057
Less: comprehensive loss attributable to non-controlling interest ( 46 ) ( 57 )
Comprehensive income attributable to OceanFirst Financial Corp. 24,110 30,114
Less: Dividends on preferred shares 1,004 1,004
Total comprehensive income available to common stockholders $ 23,106 $ 29,110
See accompanying Notes to Unaudited Consolidated Financial Statements.
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(dollars in thousands, except per share amounts)
(Unaudited)
For the Three Months Ended March 31, 2025 and 2024
Preferred
Stock Common
Stock Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
(Loss) Income Employee
Stock
Ownership
Plan Treasury
Stock Non-Controlling Interest Total
Balance at December 31, 2023 $ 1 $ 613 $ 1,161,755 $ 592,542 $ ( 20,862 ) $ ( 3,780 ) $ ( 69,106 ) $ 782 $ 1,661,945
Net income (loss) — — — 28,667 — — — ( 57 ) 28,610
Other comprehensive income, net of tax — — — — 1,447 — — — 1,447
Stock compensation — — 1,541 — — — — — 1,541
Allocation of ESOP stock — — ( 43 ) — — 310 — — 267
Cash dividend $ 0.20 per share
— — — ( 11,850 ) — — — — ( 11,850 )
Repurchase 957,827 shares of common stock
— — 29 — — — ( 15,148 ) — ( 15,119 )
Preferred stock dividend — — — ( 1,004 ) — — — — ( 1,004 )
Balance at March 31, 2024 $ 1 $ 613 $ 1,163,282 $ 608,355 $ ( 19,415 ) $ ( 3,470 ) $ ( 84,254 ) $ 725 $ 1,665,837
Balance at December 31, 2024 $ 1 $ 613 $ 1,168,321 $ 641,727 $ ( 15,853 ) $ ( 2,542 ) $ ( 90,617 ) $ 1,107 $ 1,702,757
Net income (loss) — — — 21,509 — — — ( 46 ) 21,463
Other comprehensive income, net of tax — — — — 2,601 — — — 2,601
Stock compensation — 12 1,726 — — — — — 1,738
Allocation of ESOP stock — — ( 18 ) — — 310 — — 292
Cash dividend $ 0.20 per share
— — — ( 11,686 ) — — — — ( 11,686 )
Exercise of stock options — — 119 — — — — — 119
Repurchase of 398,395 shares of common stock
— — 31 — — — ( 6,928 ) — ( 6,897 )
Preferred stock dividend — — — ( 1,004 ) — — — — ( 1,004 )
Distributions to non-controlling interest — — — — — — — ( 266 ) ( 266 )
Balance at March 31, 2025 $ 1 $ 625 $ 1,170,179 $ 650,546 $ ( 13,252 ) $ ( 2,232 ) $ ( 97,545 ) $ 795 $ 1,709,117
See accompanying Notes to Unaudited Consolidated Financial Statements.
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
For the Three Months Ended March 31,
2025 2024
(Unaudited)
Cash flows from operating activities:
Net income $ 21,463 $ 28,610
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment 2,542 2,869
Allocation of ESOP stock 292 267
Stock compensation 1,738 1,541
Net excess tax expense on stock compensation 195 365
Amortization of servicing asset 62 19
Net premium amortization in excess of discount accretion on securities 45 14
Net amortization of deferred costs on borrowings 146 152
Amortization of intangibles 940 844
Net accretion of purchase accounting adjustments ( 238 ) ( 947 )
Net amortization of deferred fees/costs and premiums/discounts on loans ( 2,451 ) ( 588 )
Provision for credit losses 5,340 591
Net loss on sale of fixed assets 2 —
Net loss on sales of available-for-sale securities — 110
Net gain on equity investments ( 205 ) ( 1,923 )
Net gain on sales of loans ( 858 ) ( 357 )
Proceeds from sales of residential loans held for sale 105,849 30,322
Residential loans originated for sale ( 93,478 ) ( 29,501 )
Increase in value of bank owned life insurance ( 1,852 ) ( 1,862 )
Decrease (increase) in interest and dividends receivable 1,071 ( 628 )
Deferred tax (benefit) provision ( 101 ) 1,422
Decrease (increase) in other assets 15,409 ( 20,997 )
(Decrease) increase in other liabilities ( 57,697 ) 35,789
Total adjustments ( 23,249 ) 17,502
Net cash (used in) provided by operating activities ( 1,786 ) 46,112
Cash flows from investing activities:
Net decrease in loans receivable 13,723 69,501
Proceeds from sales of non-performing loans 4,583 —
Purchase of loan pools ( 26,859 ) —
Discounts received on purchased loan pool 2,562 —
Purchase of debt securities available-for-sale ( 6,943 ) ( 6,628 )
Purchase of debt securities held-to-maturity — ( 1,994 )
Purchase of equity investments ( 3,160 ) ( 1,282 )
Proceeds from maturities and calls of debt securities available-for-sale 1,500 5,610
Proceeds from maturities and calls of debt securities held-to-maturity 16,146 9,002
Proceeds from sales of debt securities available-for-sale — 390
Principal repayments on debt securities available-for-sale 89,767 12,491
Principal repayments on debt securities held-to-maturity 25,025 24,371
Proceeds from bank owned life insurance 2,662 1,745
Proceeds from the redemption of restricted equity investments 55,760 20,850
Purchases of restricted equity investments ( 49,298 ) ( 12,773 )
Purchases of premises and equipment ( 1,856 ) ( 680 )
Net cash provided by investing activities 123,612 120,603
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
(dollars in thousands)
For the Three Months Ended March 31,
2025 2024
(Unaudited)
Cash flows from financing activities:
Increase (decrease) in deposits $ 110,683 $ ( 198,053 )
Increase (decrease) in short-term borrowings 4,546 ( 6,373 )
Net repayment of FHLB advances ( 181,590 ) ( 190,200 )
Net proceeds from other borrowings — 229,000
Increase in advances by borrowers for taxes and insurance 5,758 5,780
Exercise of stock options 119 —
Payment of employee taxes withheld from stock awards and phantom stock units ( 1,383 ) ( 2,192 )
Purchase of treasury stock ( 6,897 ) ( 15,119 )
Dividends paid ( 12,690 ) ( 12,854 )
Distributions to non-controlling interest ( 266 ) —
Net cash used in provided by financing activities ( 81,720 ) ( 190,011 )
Net increase (decrease) in cash and due from banks and restricted cash 40,106 ( 23,296 )
Cash and due from banks and restricted cash at beginning of period 123,615 153,718
Cash and due from banks and restricted cash at end of period $ 163,721 $ 130,422
Supplemental Disclosure of Cash Flow Information:
Cash and due from banks at beginning of period $ 123,615 $ 153,718
Restricted cash at beginning of period — —
Cash and due from banks and restricted cash at beginning of period $ 123,615 $ 153,718
Cash and due from banks at end of period $ 163,721 $ 130,422
Restricted cash at end of period — —
Cash and due from banks and restricted cash at end of period $ 163,721 $ 130,422
Cash paid during the period for:
Interest $ 66,648 $ 62,818
Income taxes 1,565 1,898
Non-cash activities:
Accretion of unrealized loss on securities reclassified to held-to-maturity 108 103
Net loan charge-offs 636 349
Transfer of securities from held-to-maturity to available-for-sale — 500
Transfer of loans receivable to other real estate owned 106 —
Transfer of loans receivable to loans held-for-sale 4,583 —
See accompanying Notes to Unaudited Consolidated Financial Statements.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
Note 1. Basis of Presentation
The consolidated financial statements include the accounts of: OceanFirst Financial Corp. (the “Company”); its wholly-owned subsidiaries, OceanFirst Bank N.A. (the “Bank”) and OceanFirst Risk Management, Inc.; the Bank’s direct and indirect wholly-owned subsidiaries, OceanFirst REIT Holdings, Inc., OceanFirst Management Corp., OceanFirst Realty Corp., Casaba Real Estate Holdings Corporation, Country Property Holdings, Inc., OFB Acquisition LLC; Spring Garden Capital Group, LLC (and its subsidiaries) (“Spring Garden”), and a majority controlling interest in Trident Abstract Title Agency, LLC (“Trident”). All significant intercompany accounts and transactions have been eliminated in consolidation.
The interim consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results of operations that may be expected for the full year 2025 or any other period. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and the results of operations for the periods presented. Actual results could differ from these estimates.
At March 31, 2025, the Company reclassified loans secured by owner-occupied commercial real estate to commercial and industrial - real estate to reflect the variation in the management and underlying risk profile of such loans as compared with non-owner-occupied (“investor”) commercial real estate loans. Similarly, the Company also reclassified commercial and industrial loans that were not secured by real estate to commercial and industrial - non-real estate. Collectively, these two loan portfolios are referred to as ‘Commercial and industrial’ loans.
Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Segment Reporting
The Company’s operations are solely in the financial services industry and provides a range of regional community banking services to retail and commercial customers. The Company operates throughout New Jersey and in the major metropolitan areas between Massachusetts and Virginia.
Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”). The CODM makes operating decisions and manages the activities of the business on a consolidated basis. Therefore, management concluded the Company has a single operating segment, and therefore one reportable segment.
Further, the CODM allocates resources and assesses performance based on an ongoing review of the Company’s consolidated financial results. Specifically, the CODM reviews net income, reported within the consolidated statements of income, along with information in consolidated statement of financial condition to decide whether to reinvest profits into the Company or other strategic investments. Refer to the Consolidated Statements of Financial Condition and Consolidated Statements of Income for net income and all significant expenses regularly provided to and reviewed by the CODM.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 2. Earnings per Share
The following reconciles shares outstanding for basic and diluted earnings per share for the three months ended March 31, 2025 and 2024 (in thousands):
Three Months Ended
March 31,
2025 2024
Weighted average shares outstanding 58,541 59,207
Less: Unallocated ESOP shares ( 123 ) ( 189 )
Unallocated incentive award shares ( 316 ) ( 229 )
Average basic shares outstanding 58,102 58,789
Add: Effect of dilutive securities:
Incentive awards 9 2
Average diluted shares outstanding 58,111 58,791
For the three months ended March 31, 2025 and 2024, antidilutive stock options of 1,359,000 and 1,801,000 , respectively, were excluded from the earnings per share calculation.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 3. Securities
The amortized cost, estimated fair value, and allowance for securities credit losses of debt securities available-for-sale and held-to-maturity at March 31, 2025 and December 31, 2024 are as follows (in thousands):
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair
Value Allowance for Securities Credit Losses
At March 31, 2025
Debt securities available-for-sale:
U.S. government and agency obligations $ 60,957 $ 7 $ ( 4,066 ) $ 56,898 $ —
Corporate debt securities 17,058 227 ( 339 ) 16,946 —
Asset-backed securities 134,266 61 ( 64 ) 134,263 —
Mortgage-backed securities (“MBS”):
Agency residential 441,549 956 ( 925 ) 441,580 —
Agency commercial 108,849 3 ( 12,371 ) 96,481 —
Total mortgage-backed securities 550,398 959 ( 13,296 ) 538,061 —
Total debt securities available-for-sale $ 762,679 $ 1,254 $ ( 17,765 ) $ 746,168 $ —
Debt securities held-to-maturity:
State and municipal debt obligations $ 189,349 $ 189 $ ( 14,172 ) $ 175,366 $ ( 29 )
Corporate debt securities 60,520 421 ( 843 ) 60,098 ( 675 )
Mortgage-backed securities:
Agency residential 657,881 699 ( 60,872 ) 597,708 —
Agency commercial 79,514 2 ( 5,172 ) 74,344 —
Non-agency commercial 19,110 — ( 551 ) 18,559 ( 194 )
Total mortgage-backed securities 756,505 701 ( 66,595 ) 690,611 ( 194 )
Total debt securities held-to-maturity $ 1,006,374 $ 1,311 $ ( 81,610 ) $ 926,075 $ ( 898 )
Total debt securities $ 1,769,053 $ 2,565 $ ( 99,375 ) $ 1,672,243 $ ( 898 )
At December 31, 2024
Debt securities available-for-sale:
U.S. government and agency obligations $ 62,396 $ 11 $ ( 5,022 ) $ 57,385 $ —
Corporate debt securities 14,042 43 ( 762 ) 13,323 —
Asset-backed securities 197,116 235 ( 84 ) 197,267 —
Mortgage-backed securities:
Agency residential 465,108 1,256 ( 801 ) 465,563 —
Agency commercial 108,610 — ( 14,648 ) 93,962 —
Total mortgage-backed securities 573,718 1,256 ( 15,449 ) 559,525 —
Total debt securities available-for-sale $ 847,272 $ 1,545 $ ( 21,317 ) $ 827,500 $ —
Debt securities held-to-maturity:
State and municipal debt obligations $ 201,369 $ 199 $ ( 13,665 ) $ 187,903 $ ( 31 )
Corporate debt securities 65,350 775 ( 1,416 ) 64,709 ( 734 )
Mortgage-backed securities:
Agency residential 680,052 44 ( 73,110 ) 606,986 —
Agency commercial 79,925 1 ( 5,878 ) 74,048 —
Non-agency commercial 20,146 — ( 875 ) 19,271 ( 202 )
Total mortgage-backed securities 780,123 45 ( 79,863 ) 700,305 ( 202 )
Total debt securities held-to-maturity $ 1,046,842 $ 1,019 $ ( 94,944 ) $ 952,917 $ ( 967 )
Total debt securities $ 1,894,114 $ 2,564 $ ( 116,261 ) $ 1,780,417 $ ( 967 )
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table presents the activity in the allowance for credit losses for debt securities held-to-maturity for the three months ended March 31, 2025 and 2024 (in thousands):
Three Months Ended March 31,
2025 2024
Allowance for securities credit losses
Beginning balance $ ( 967 ) $ ( 1,133 )
Benefit for credit losses 69 75
Total ending allowance balance $ ( 898 ) $ ( 1,058 )
The Company monitors the credit quality of debt securities held-to-maturity on a quarterly basis through the use of internal credit analysis supplemented by external credit ratings. Credit ratings of BBB- or Baa3 or higher are considered investment grade. Where multiple ratings are available, the Company considers the lowest rating when determining the allowance for securities credit losses. Under this approach, the amortized cost of debt securities held-to-maturity at March 31, 2025, aggregated by credit quality indicator, are as follows (in thousands):
Investment Grade Non-Investment Grade/Non-rated Total
As of March 31, 2025
State and municipal debt obligations $ 188,522 $ 827 $ 189,349
Corporate debt securities 46,665 13,855 60,520
Non-agency commercial MBS 19,110 — 19,110
Total debt securities held-to-maturity $ 254,297 $ 14,682 $ 268,979
There were no realized gains/losses and $ 110,000 of realized losses on sale of debt securities available-for-sale for the three months ended March 31, 2025 and 2024, respectively. These realized gains/losses on debt securities are presented within Other under Total other income of the Consolidated Statements of Income.
The amortized cost and estimated fair value of debt securities at March 31, 2025 by contractual maturity are shown below (in thousands):
March 31, 2025 Amortized
Cost Estimated
Fair Value
Less than one year $ 30,960 $ 30,696
Due after one year through five years 186,445 177,921
Due after five years through ten years 159,028 156,274
Due after ten years 85,717 78,680
$ 462,150 $ 443,571
Actual maturities may differ from contractual maturities in instances where issuers have the right to call or prepay obligations with or without call or prepayment penalties. At March 31, 2025, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost of $ 77.0 million, $ 52.5 million, and $ 134.3 million, respectively, and an estimated fair value of $ 76.5 million, $ 51.2 million, and $ 134.3 million, respectively, were callable prior to the maturity date. Mortgage-backed securities are excluded from the above table since their effective lives are expected to be shorter than the contractual maturity date due to principal prepayments.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The estimated fair value and unrealized losses for debt securities available-for-sale and held-to-maturity at March 31, 2025 and December 31, 2024, segregated by the duration of the unrealized losses, are as follows (in thousands):
Less than 12 months 12 months or longer Total
Estimated
Fair
Value Unrealized
Losses Estimated
Fair
Value Unrealized
Losses Estimated
Fair
Value Unrealized
Losses
At March 31, 2025
Debt securities available-for-sale:
U.S. government and agency obligations $ 2,475 $ ( 1 ) $ 50,506 $ ( 4,065 ) $ 52,981 $ ( 4,066 )
Corporate debt securities — — 4,661 ( 339 ) 4,661 ( 339 )
Asset-backed securities 64,053 ( 64 ) 5,000 — 69,053 ( 64 )
MBS:
Agency residential 225,682 ( 925 ) — — 225,682 ( 925 )
Agency commercial — — 95,982 ( 12,371 ) 95,982 ( 12,371 )
Total MBS 225,682 ( 925 ) 95,982 ( 12,371 ) 321,664 ( 13,296 )
Total debt securities available-for-sale 292,210 ( 990 ) 156,149 ( 16,775 ) 448,359 ( 17,765 )
Debt securities held-to-maturity:
State and municipal debt obligations 9,974 ( 401 ) 154,209 ( 13,771 ) 164,183 ( 14,172 )
Corporate debt securities 550 ( 2 ) 20,877 ( 841 ) 21,427 ( 843 )
MBS:
Agency residential 43,499 ( 605 ) 473,453 ( 60,267 ) 516,952 ( 60,872 )
Agency commercial 2,029 ( 7 ) 71,478 ( 5,165 ) 73,507 ( 5,172 )
Non-agency commercial — — 18,559 ( 551 ) 18,559 ( 551 )
Total MBS 45,528 ( 612 ) 563,490 ( 65,983 ) 609,018 ( 66,595 )
Total debt securities held-to-maturity 56,052 ( 1,015 ) 738,576 ( 80,595 ) 794,628 ( 81,610 )
Total debt securities $ 348,262 $ ( 2,005 ) $ 894,725 $ ( 97,370 ) $ 1,242,987 $ ( 99,375 )
At December 31, 2024
Debt securities available-for-sale:
U.S. government and agency obligations $ 3,221 $ — $ 49,538 $ ( 5,022 ) $ 52,759 $ ( 5,022 )
Corporate debt securities 4,793 ( 55 ) 6,029 ( 707 ) 10,822 ( 762 )
Asset-backed securities 31,588 ( 21 ) 59,148 ( 63 ) 90,736 ( 84 )
MBS:
Agency residential 202,961 ( 801 ) — — 202,961 ( 801 )
Agency commercial — — 93,962 ( 14,648 ) 93,962 ( 14,648 )
Total MBS 202,961 ( 801 ) 93,962 ( 14,648 ) 296,923 ( 15,449 )
Total debt securities available-for-sale 242,563 ( 877 ) 208,677 ( 20,440 ) 451,240 ( 21,317 )
Debt securities held-to-maturity:
State and municipal debt obligations 7,098 ( 176 ) 169,434 ( 13,489 ) 176,532 ( 13,665 )
Corporate debt securities 1,247 ( 219 ) 25,518 ( 1,197 ) 26,765 ( 1,416 )
MBS:
Agency residential 114,557 ( 1,647 ) 479,847 ( 71,463 ) 594,404 ( 73,110 )
Agency commercial 3,894 ( 20 ) 69,912 ( 5,858 ) 73,806 ( 5,878 )
Non-agency commercial — — 19,271 ( 875 ) 19,271 ( 875 )
Total MBS 118,451 ( 1,667 ) 569,030 ( 78,196 ) 687,481 ( 79,863 )
Total debt securities held-to-maturity 126,796 ( 2,062 ) 763,982 ( 92,882 ) 890,778 ( 94,944 )
Total debt securities $ 369,359 $ ( 2,939 ) $ 972,659 $ ( 113,322 ) $ 1,342,018 $ ( 116,261 )
The Company concluded that no debt securities were impaired at March 31, 2025 based on consideration of several factors. The Company noted that each issuer made all contractually due payments when required. There were no defaults on principal or interest payments, and no interest payments were deferred. Based on management’s analysis of each individual security, the issuers appear to have the ability to meet debt service requirements over the life of the security. Furthermore, the net unrealized losses were primarily due to changes in the general credit and interest rate environment and not credit quality. Additionally, the Company has not utilized securities sales as a source of liquidity and the Company’s liquidity plans include adequate sources of liquidity outside securities sales.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Equity Investments
At March 31, 2025 and December 31, 2024, the Company held equity investments of $ 87.4 million and $ 84.1 million, respectively. The equity investments are primarily comprised of select financial services institutions’ preferred stocks, investments in other financial institutions and funds.
The realized and unrealized gains or losses on equity securities for the three months ended March 31, 2025 and 2024 are shown in the table below (in thousands):
Three Months Ended March 31,
2025 2024
Net gain on equity investments $ 205 $ 1,923
Less: Net losses recognized on equity investments sold — —
Unrealized gains recognized on equity investments still held $ 205 $ 1,923
Note 4. Loans Receivable, Net
Loans receivable, net at March 31, 2025 and December 31, 2024 consisted of the following (in thousands):
March 31, December 31,
2025 2024
Commercial:
Commercial real estate – investor $ 5,200,137 $ 5,287,683
Commercial and industrial:
Commercial and industrial – real estate 896,647 902,219
Commercial and industrial – non-real estate 748,575 647,945
Total commercial and industrial 1,645,222 1,550,164
Total commercial 6,845,359 6,837,847
Consumer:
Residential real estate 3,053,318 3,049,763
Home equity loans and lines and other consumer (“other consumer”) 226,633 230,462
Total consumer 3,279,951 3,280,225
Total loans receivable 10,125,310 10,118,072
Deferred origination costs, net of fees 11,560 10,964
Allowance for loan credit losses ( 78,798 ) ( 73,607 )
Total loans receivable, net $ 10,058,072 $ 10,055,429
The Company categorizes all loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, and current economic trends, among other factors. The Company evaluates risk ratings on an ongoing basis. The Company uses the following definitions for risk ratings:
Pass : Loans classified as Pass are well protected by the paying capacity and net worth of the borrower.
Special Mention : Loans classified as Special Mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.
Substandard : Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the collection or the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful : Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables summarize total loans by year of origination, internally assigned credit grades and risk characteristics (in thousands):
2025 2024 2023 2022 2021 2020 and prior Revolving lines of credit Total
March 31, 2025
Commercial real estate - investor
Pass $ 16,454 $ 72,598 $ 139,400 $ 1,137,844 $ 1,288,202 $ 1,742,756 $ 688,979 $ 5,086,233
Special Mention — — — — — 13,570 7,906 21,476
Substandard 15 110 — 24,945 408 52,745 14,205 92,428
Total commercial real estate - investor 16,469 72,708 139,400 1,162,789 1,288,610 1,809,071 711,090 5,200,137
Commercial and industrial:
Commercial and industrial - real estate
Pass 27,406 78,471 59,858 138,914 83,526 462,769 36,409 887,353
Special Mention — — — — — 659 — 659
Substandard — — — — — 8,501 134 8,635
Total commercial and industrial - real estate 27,406 78,471 59,858 138,914 83,526 471,929 36,543 896,647
Commercial and industrial - non-real estate
Pass 41,811 174,013 32,316 33,912 10,540 104,992 331,149 728,733
Special Mention — — — — — 214 — 214
Substandard — — 4,218 960 731 1,963 11,756 19,628
Total commercial and industrial - non-real estate 41,811 174,013 36,534 34,872 11,271 107,169 342,905 748,575
Total commercial and industrial 69,217 252,484 96,392 173,786 94,797 579,098 379,448 1,645,222
Residential real estate (1)
Pass 62,619 278,446 262,441 540,969 784,768 1,120,139 — 3,049,382
Special Mention — — — 123 — 1,012 — 1,135
Substandard — — 62 270 804 1,665 — 2,801
Total residential real estate 62,619 278,446 262,503 541,362 785,572 1,122,816 — 3,053,318
Other consumer (1)
Pass 6,475 26,327 26,317 16,314 15,865 111,803 21,243 224,344
Special Mention — — — 33 — 294 — 327
Substandard — — 194 162 110 1,496 — 1,962
Total other consumer 6,475 26,327 26,511 16,509 15,975 113,593 21,243 226,633
Total loans $ 154,780 $ 629,965 $ 524,806 $ 1,894,446 $ 2,184,954 $ 3,624,578 $ 1,111,781 $ 10,125,310
(1) For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
2024 2023 2022 2021 2020 2019 and prior Revolving lines of credit Total
December 31, 2024
Commercial real estate - investor
Pass $ 75,225 $ 140,863 $ 1,142,790 $ 1,290,047 $ 510,906 $ 1,264,536 $ 750,607 $ 5,174,974
Special Mention 15 — 21,285 — — 18,225 4,477 44,002
Substandard 95 8 3,784 — 6,111 44,636 14,073 68,707
Total commercial real estate - investor 75,335 140,871 1,167,859 1,290,047 517,017 1,327,397 769,157 5,287,683
Commercial and industrial:
Commercial and industrial - real estate
Pass 82,104 62,799 140,578 90,720 40,746 442,685 31,776 891,408
Special Mention — — — — — 2,918 — 2,918
Substandard — — — — 256 7,503 134 7,893
Total commercial and industrial - real estate 82,104 62,799 140,578 90,720 41,002 453,106 31,910 902,219
Commercial and industrial - non-real estate
Pass 81,867 30,084 35,469 14,276 3,873 180,695 278,217 624,481
Special Mention — 4,735 — — 235 16 96 5,082
Substandard — 4,326 1,019 749 — 256 12,032 18,382
Total commercial and industrial - non-real estate 81,867 39,145 36,488 15,025 4,108 180,967 290,345 647,945
Total commercial and industrial 163,971 101,944 177,066 105,745 45,110 634,073 322,255 1,550,164
Residential real estate (1)
Pass 277,009 270,225 547,093 796,790 366,649 783,204 — 3,040,970
Special Mention — 92 224 449 — 1,476 — 2,241
Substandard 215 415 1,583 445 — 3,894 — 6,552
Total residential real estate 277,224 270,732 548,900 797,684 366,649 788,574 — 3,049,763
Other consumer (1)
Pass 27,316 27,596 17,029 16,511 10,694 107,045 21,991 228,182
Special Mention — — — 62 — 219 — 281
Substandard — 97 18 343 — 1,541 — 1,999
Total other consumer 27,316 27,693 17,047 16,916 10,694 108,805 21,991 230,462
Total loans $ 543,846 $ 541,240 $ 1,910,872 $ 2,210,392 $ 939,470 $ 2,858,849 $ 1,113,403 $ 10,118,072
(1) For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
An analysis of the allowance for credit losses on loans for the three months ended March 31, 2025 and 2024 was as follows (in thousands):
Commercial and Industrial
Commercial
Real Estate –
Investor Commercial and Industrial - Real Estate Commercial
and
Industrial - Non-Real Estate Residential
Real Estate Other Consumer Total
For the three months ended March 31, 2025
Allowance for credit losses on loans
Balance at beginning of period $ 30,780 $ 3,817 $ 10,471 $ 27,587 $ 952 $ 73,607
Provision (benefit) for credit losses 3,147 282 2,364 ( 57 ) 91 5,827
Charge-offs ( 55 ) — — ( 722 ) ( 21 ) ( 798 )
Recoveries 75 3 2 2 80 162
Balance at end of period $ 33,947 $ 4,102 $ 12,837 $ 26,810 $ 1,102 $ 78,798
For the three months ended March 31, 2024
Allowance for credit losses on loans
Balance at beginning of period $ 27,899 $ 4,354 $ 6,867 $ 27,029 $ 988 $ 67,137
(Benefit) provision for credit losses ( 865 ) ( 107 ) 769 9 579 385
Charge-offs ( 46 ) — — — ( 395 ) ( 441 )
Recoveries 2 4 5 66 15 92
Balance at end of period $ 26,990 $ 4,251 $ 7,641 $ 27,104 $ 1,187 $ 67,173
The following tables summarize gross charge-offs by vintage (in thousands):
2024 2023 2022 2021 2020 and prior Total
For the three months ended March 31, 2025
Commercial real estate – investor $ — $ — $ ( 31 ) $ ( 24 ) $ — $ ( 55 )
Residential real estate ( 68 ) ( 55 ) ( 110 ) ( 291 ) ( 198 ) ( 722 )
Other consumer — — — — ( 21 ) ( 21 )
Total charge-offs $ ( 68 ) $ ( 55 ) $ ( 141 ) $ ( 315 ) $ ( 219 ) $ ( 798 )
2021 2019 and prior Total
For the three months ended March 31, 2024
Commercial real estate – investor
$ ( 46 ) $ — $ ( 46 )
Other consumer — ( 395 ) ( 395 )
Total charge-offs $ ( 46 ) $ ( 395 ) $ ( 441 )
A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral and, therefore, is classified as non-accruing. At March 31, 2025 and December 31, 2024, the Company had collateral dependent loans with an amortized cost balance as follows: commercial real estate - investor of $ 18.4 million and $ 11.8 million, respectively, commercial and industrial - real estate of $ 4.6 million and $ 4.8 million, respectively, and commercial and industrial - non-real estate of $ 22,000 and $ 32,000 , respectively. In addition, the Company had collateral dependent residential and consumer loans with an amortized cost balance of $ 4.8 million and $ 8.6 million at March 31, 2025 and December 31, 2024, respectively.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table presents the recorded investment in non-accrual loans, by loan portfolio segment as of March 31, 2025 and December 31, 2024 (in thousands):
March 31, December 31,
2025 2024
Commercial real estate – investor $ 23,595 $ 17,000
Commercial and industrial:
Commercial and industrial - real estate 4,690 4,787
Commercial and industrial - non-real estate 22 32
Total commercial and industrial 4,712 4,819
Residential real estate (1)
5,709 10,644
Other consumer (1)
2,954 3,064
Total non-performing loans $ 36,970 $ 35,527
(1) The quarter ended March 31, 2025 included the sale of non-performing residential and consumer loans of $ 5.1 million.
At March 31, 2025 and December 31, 2024, non-accrual loans were included in the allowance for credit loss calculation and the Company did not recognize or accrue interest income on these loans. At March 31, 2025 and December 31, 2024, there were no loans that were past due 90 days or greater and still accruing interest.
The following table presents the aging of the recorded investment in past due loans as of March 31, 2025 and December 31, 2024 by loan portfolio segment (in thousands):
30-59
Days
Past Due 60-89
Days
Past Due 90 Days or Greater
Past Due Total
Past Due Loans Not
Past Due Total
March 31, 2025
Commercial real estate – investor $ 9,175 $ 13,196 $ 11,019 $ 33,390 $ 5,166,747 $ 5,200,137
Commercial and industrial:
Commercial and industrial - real estate 1,695 622 598 2,915 893,732 896,647
Commercial and industrial - non-real estate 515 15 — 530 748,045 748,575
Total commercial and industrial 2,210 637 598 3,445 1,641,777 1,645,222
Residential real estate 19,580 569 2,802 22,951 3,030,367 3,053,318
Other consumer 655 224 1,962 2,841 223,792 226,633
Total loans $ 31,620 $ 14,626 $ 16,381 $ 62,627 $ 10,062,683 $ 10,125,310
December 31, 2024
Commercial real estate – investor $ 4,624 $ 8,880 $ 10,877 $ 24,381 $ 5,263,302 $ 5,287,683
Commercial and industrial:
Commercial and industrial - real estate 941 — 1,392 2,333 899,886 902,219
Commercial and industrial - non-real estate 3 — 16 19 647,926 647,945
Total commercial and industrial 944 — 1,408 2,352 1,547,812 1,550,164
Residential real estate 18,518 2,242 6,551 27,311 3,022,452 3,049,763
Other consumer 1,060 282 1,999 3,341 227,121 230,462
Total loans $ 25,146 $ 11,404 $ 20,835 $ 57,385 $ 10,060,687 $ 10,118,072
Loan Modifications to Borrowers Experiencing Financial Difficulty
In accordance with Accounting Standards Update (“ASU”) 2022-02, the Company has modified and may modify in the future certain loans to borrowers experiencing financial difficulty. These modifications may include a reduction in interest rate, an extension in term, principal forgiveness and/or other than insignificant payment delay. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount, and the allowance for credit losses is subsequently adjusted by an amount equal to the total loss rate as applied to the reduced amortized cost basis. As of March 31, 2025 and December 31, 2024, loans with modifications to borrowers experiencing financial difficulty totaled $ 35.9 million and $ 30.9 million, respectively. There were no outstanding commitments to lend additional funds to such borrowers with loan modifications as of March 31, 2025 or December 31, 2024.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table presents loans modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2025 and 2024 (in thousands):
Term Extension Combination of Term Extension and Interest Rate Reduction Other Than Insignificant Payment Delay Total % of Total by Loan Portfolio Segment
For the three months ended March 31, 2025
Commercial real estate – investor $ 5,160 $ — $ — $ 5,160 0.10 %
$ 5,160 $ — $ — $ 5,160 0.05 %
For the three months ended March 31, 2024
Commercial and industrial - real estate $ — $ — $ 2,994 $ 2,994 0.33 %
Residential real estate 129 — — 129 —
Other consumer — 148 — 148 0.06
$ 129 $ 148 $ 2,994 $ 3,271 — %
The modifications during the periods presented had an insignificant financial effect on the Company.
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table provides the performance of loans modified to borrowers experiencing financial difficulty during the twelve months ended March 31, 2025 and 2024 (in thousands):
Current 90 Days or Greater past due Total
March 31, 2025
Commercial real estate – investor $ 24,275 $ — $ 24,275
$ 24,275 $ — $ 24,275
March 31, 2024
Commercial real estate – investor $ 7,758 $ — $ 7,758
Commercial and industrial - real estate 2,994 — 2,994
Residential real estate 258 153 (1)
411
Other consumer 419 — 419
$ 11,429 $ 153 $ 11,582
(1) Represents one residential loan that defaulted during the period and had been modified within the previous 12 months.
Note 5. Deposits
The major types of deposits at March 31, 2025 and December 31, 2024 were as follows (in thousands):
Type of Account March 31, December 31,
2025 2024
Non-interest-bearing $ 1,660,738 $ 1,617,182
Interest-bearing checking 4,006,653 4,000,553
Money market deposit 1,337,570 1,301,197
Savings 1,052,504 1,066,438
Time deposits 2,119,558 2,080,972
Total deposits $ 10,177,023 $ 10,066,342
Included in time deposits at March 31, 2025 and December 31, 2024 was $ 408.1 million and $ 457.2 million, respectively, of deposits of $250,000 or more. Time deposits also include brokered deposits of $ 370.5 million and $ 74.7 million at March 31, 2025 and December 31, 2024, respectively.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 6. Borrowed Funds
Borrowed funds at March 31, 2025 and December 31, 2024 were as follows (in thousands):
March 31, December 31,
2025 2024
FHLB advances $ 891,021 $ 1,072,611
Securities sold under agreements to repurchase with customers 65,132 60,567
Other borrowings 197,808 197,546
Total borrowed funds $ 1,153,961 $ 1,330,724
At March 31, 2025, there were $ 731.5 million of term advances and $ 159.5 million of overnight borrowings from the FHLB, as compared to $ 1.07 billion and none at December 31, 2024, respectively.
Pledged assets
The following table presents the assets pledged to secure borrowings, borrowing capacity, repurchase agreements, letters of credit, and for other purposes required by law at carrying value (in thousands):
Loans Debt securities Total
March 31, 2025
FHLB and FRB $ 7,230,312 $ 947,859 $ 8,178,171
Repurchase agreements — 67,305 67,305
Total pledged assets $ 7,230,312 $ 1,015,164 $ 8,245,476
December 31, 2024
FHLB and FRB $ 7,427,247 $ 984,515 $ 8,411,762
Repurchase agreements — 85,529 85,529
Total pledged assets $ 7,427,247 $ 1,070,044 $ 8,497,291
The securities that collateralize the repurchase agreements are delivered to the lender, with whom each transaction is executed, to a third-party custodian, or held at the Company. The lender agrees to resell to the Company substantially the same securities at the maturity of the repurchase agreements.
Note 7. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.
The Company uses valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability and developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and developed based on the best information available in the circumstances. In that regard, a fair value hierarchy has been established for valuation inputs that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlations or other means.
Level 3 Inputs – Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.
Assets and Liabilities Measured at Fair Value
A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
Debt Securities Available-for-Sale
Debt securities classified as available-for-sale are reported at fair value. Fair value of U.S. Treasuries are determined using quoted prices in active markets (Level 1). The majority of the other debt securities are determined using inputs other than quoted prices that are based on market observable information (Level 2). Level 2 debt securities are priced through third-party pricing services or security industry sources that actively participate in the buying and selling of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific securities, but comparing the debt securities to benchmark or comparable debt securities.
Equity Investments
Equity investments with readily determinable fair value are reported at fair value. Fair value for these investments is primarily determined using a quoted price in an active market or exchange (Level 1) or using inputs other than quoted prices that are based on market observable information (Level 2). Equity investments without readily determinable fair values are carried at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer (measurement alternative). Certain equity investments without readily determinable fair values are measured at net asset value (“NAV”) per share as a practical expedient, which are excluded from the fair value hierarchy levels in the table below.
Interest Rate Derivatives
The Company’s interest rate swaps and cap contracts are reported at fair value utilizing discounted cash flow models provided by an independent, third-party and observable market data (Level 2). When entering into an interest rate swap or cap contract, the Company is exposed to fair value changes due to interest rate movements, and also the potential nonperformance of the contract counterparty.
Other Real Estate Owned and Loans Individually Measured for Impairment
Other real estate owned and loans measured for impairment based on the fair value of the underlying collateral are recorded at estimated fair value, less estimated selling costs. Fair value is generally based on independent appraisals (Level 3), which may be adjusted by management for qualitative factors, such as economic factors and estimated liquidation expenses.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table summarizes financial assets and financial liabilities measured at fair value as of March 31, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):
Fair Value Measurements at Reporting Date Using:
Total Fair
Value Level 1
Inputs Level 2
Inputs Level 3
Inputs
March 31, 2025
Items measured on a recurring basis:
Debt securities available-for-sale
$ 746,168 $ 48,708 $ 697,460 $ —
Equity investments
41,542 — 41,542 —
Interest rate derivative asset 72,757 — 72,757 —
Interest rate derivative liability ( 72,821 ) — ( 72,821 ) —
Items measured on a non-recurring basis:
Equity investments (1) (2)
45,823 — — 40,163
Other real estate owned
1,917 — — 1,917
Loans measured for impairment based on the fair value of the underlying collateral (3)
27,864 — — 27,864
December 31, 2024
Items measured on a recurring basis:
Debt securities available-for-sale
$ 827,500 $ 49,466 $ 778,034 $ —
Equity investments
40,447 — 40,447 —
Interest rate derivative asset 91,352 — 91,352 —
Interest rate derivative liability ( 91,483 ) — ( 91,483 ) —
Items measured on a non-recurring basis:
Equity investments (1) (2)
43,657 — — 39,676
Other real estate owned 1,811 — — 1,811
Loans measured for impairment based on the fair value of the underlying collateral (3)
25,148 — — 25,148
(1) As of March 31, 2025 and December 31, 2024, equity investments included $ 40.2 million and $ 39.7 million, respectively, of equity investments measured under the measurement alternative. There were no unrealized gains or losses for the three months ended March 31, 2025 and the year ended December 31, 2024.
(2) As of March 31, 2025 and December 31, 2024, equity investments included $ 5.7 million and $ 4.0 million, respectively, of certain equity investment funds measured at NAV per share (or its equivalent) as a practical expedient to fair value and these equity investments have not been classified in the fair value hierarchy levels.
(3) Primarily consists of commercial loans, which are collateral dependent. The range of fair value adjustments may vary but is generally 0 % to 8 % on the discount for costs to sell and 0 % to 10 % on appraisal adjustments.
The Company recognizes transfers between levels of the valuation hierarchy at the end of the applicable reporting periods. There were no assets in Level 3 that were recognized at fair value on a recurring basis or transfers into or out of Level 3 for the three months ended March 31, 2025 and 2024.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Disclosed at Fair Value
A description of the valuation methodologies used for assets and liabilities disclosed at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.
Cash and Due from Banks
For cash and due from banks, the carrying amount approximates fair value.
Debt Securities Held-to-Maturity
Debt securities classified as held-to-maturity are carried at amortized cost, as the Company has the positive intent and ability to hold these debt securities to maturity. The Company determines the fair value of the debt securities utilizing Level 2 inputs. Most of the Company’s debt securities are fixed income instruments that are not quoted on an exchange, but are bought and sold in active markets. Prices for these instruments are obtained through third-party pricing vendors or security industry sources that actively participate in the buying and selling of debt securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific debt securities, but comparing the debt securities to benchmark or comparable debt securities.
Management’s policy is to obtain and review all available documentation from the third-party pricing service relating to their fair value determinations, including their methodology and summary of inputs. Management reviews this documentation, makes inquiries of the third-party pricing service and decides as to the level of the valuation inputs. Based on the Company’s review of the available documentation from the third-party pricing service, management concluded that Level 2 inputs were utilized for all securities.
Restricted Equity Investments
The fair value of these investments, which are primarily Federal Home Loan Bank of New York and Federal Reserve Bank stock, is its carrying value since this is the amount for which it could be redeemed. There is no active market for this stock and the Company is required to maintain a minimum investment as stipulated by the respective entities.
Loans Receivable and Loans Held-for-Sale
Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential real estate, consumer and commercial. Each loan category is further segmented into fixed and adjustable rate interest terms.
Fair value of performing and non-performing loans, which is based on an exit price notion, was estimated by discounting the future cash flows, net of estimated prepayments, at market discount rates that reflect the credit and interest rate risk inherent in the loan.
Loans held for sale are carried at the lower of unpaid principal balance, net, or estimated fair value on an aggregate basis. Estimated fair value is generally determined based on bid quotations from secondary markets.
Deposits Other than Time Deposits
The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, and interest-bearing checking accounts and money market accounts is, by definition, equal to the amount payable on demand. The related insensitivity of the majority of these deposits to interest rate changes creates a significant inherent value which is not reflected in the fair value reported.
Time Deposits
The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.
FHLB Advances and Other Borrowings
Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.
Securities Sold Under Agreements to Repurchase with Customers
Fair value approximates the carrying amount as these borrowings are payable on demand and the interest rate adjusts monthly.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The book value and estimated fair value of the Company’s significant financial instruments not recorded at fair value as of March 31, 2025 and December 31, 2024 are presented in the following tables (in thousands):
Fair Value Measurements at Reporting Date Using:
Book
Value Level 1
Inputs Level 2
Inputs Level 3
Inputs
March 31, 2025
Financial Assets:
Cash and due from banks $ 163,721 $ 163,721 $ — $ —
Debt securities held-to-maturity 1,005,476 — 926,074 —
Restricted equity investments 102,172 — — 102,172
Loans receivable, net and loans held-for-sale 10,067,770 — — 9,576,919
Financial Liabilities:
Deposits other than time deposits (1)
8,057,465 — 8,057,465 —
Time deposits 2,119,558 — 2,116,682 —
FHLB advances and other borrowings 1,088,829 — 1,104,088 —
Securities sold under agreements to repurchase with customers 65,132 65,132 — —
December 31, 2024
Financial Assets:
Cash and due from banks $ 123,615 $ 123,615 $ — $ —
Debt securities held-to-maturity 1,045,875 — 952,917 —
Restricted equity investments 108,634 — — 108,634
Loans receivable, net and loans held-for-sale 10,076,640 — — 9,551,156
Financial Liabilities:
Deposits other than time deposits (1)
7,985,370 — 7,985,370 —
Time deposits 2,080,972 — 2,074,698 —
FHLB advances and other borrowings 1,270,157 — 1,264,260 —
Securities sold under agreements to repurchase with customers 60,567 60,567 — —
(1) The estimated fair value of non-maturity deposits does not consider any inherent value and represents the amount payable on demand. However, non-maturity deposits do contain significant inherent value to the Company, particularly when overnight funding costs are greater than the deposit costs.
Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because a limited market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other significant unobservable inputs. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include premises and equipment, bank owned life insurance, deferred tax assets and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 8. Derivatives and Hedging Activities
The Company enters into derivative financial instruments which involve, to varying degrees, interest rate and credit risk. The Company manages these risks as part of its asset and liability management process and through credit policies and procedures, seeking to minimize counterparty credit risk by establishing credit limits and collateral agreements. The Company utilizes derivative financial instruments to accommodate the business needs of its customers as well as to economically hedge the exposure that this creates for the Company. Additionally, the Company enters into certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. The Company does not use derivative financial instruments for trading purposes.
Customer Derivatives – Interest Rate Swaps and Cap Contracts
Derivatives Not Designated as Hedging Instruments
The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The Company also enters into interest rate cap contracts that enable commercial loan customers to lock in a cap on a variable-rate commercial loan agreement. This feature prevents the loan from repricing to a level that exceeds the cap contract’s specified interest rate, which serves to hedge the risk from rising interest rates. The Company then enters into an offsetting interest rate cap contract with a third party in order to economically hedge its exposure through the customer agreement.
These interest rate swaps and cap contracts with both the customers and third parties are not designated as hedges under ASC Topic 815, Derivatives and Hedging, therefore changes in fair value are reported in earnings. As the interest rate swaps and cap contracts are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC Topic 820, Fair Value Measurements. The Company recognized losses of $ 16,000 and gains of $ 13,000 in commercial loan swap income resulting from the fair value adjustments for the three months ended March 31, 2025 and 2024, respectively.
Derivatives Designated as Hedging Instruments
During 2022, the Company entered into a three-year interest rate swap intended to add stability to its net interest income and to manage its exposure to future interest rate movements associated with a pool of floating-rate commercial loans. The swap requires the Company to pay variable-rate amounts indexed to one-month term Secured Overnight Financing Rate (“SOFR”) to the counterparty in exchange for the receipt of fixed-rate amounts at 4.0 % from the counterparty. The swap was designated and qualified as a cash flow hedge under ASC Topic 815, Derivatives and Hedging. The changes in the fair value of cash flow hedges are initially reported in other comprehensive income. Amounts are subsequently reclassified from accumulated other comprehensive income to earnings when the hedged transactions occur, specifically within the same line item as the hedged item (interest income). Therefore, a portion of the balance reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are made or received on the Company’s interest rate swaps.
The table below presents the effect on the Company’s accumulated other comprehensive income/loss (“AOCI” or “AOCL”) attributable to the cash flow hedge derivative, net of tax, and the related gains/losses reclassified from AOCI into income (in thousands):
Three Months Ended March 31,
2025 2024
AOCL balance at beginning of period, net of tax $ ( 87 ) $ ( 36 )
Unrealized losses recognized in OCI — ( 949 )
Losses reclassified from AOCI into interest income 64 259
AOCL balance at end of period, net of tax $ ( 23 ) $ ( 726 )
During the twelve months ending March 31, 2026, the Company estimates that an additional $ 30,000 will be reclassified as a reduction to interest income.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The table below presents the notional amount and fair value of derivatives designated and not designated as hedging instruments, as well as their location on the Consolidated Statements of Financial Condition (in thousands):
Notional Fair Value
Other assets Other liabilities
As of March 31, 2025
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts $ 1,506,505 $ 72,757 $ 72,791
Derivatives Designated as Cash Flow Hedge
Interest rate swap contract 100,000 — 30
Total Derivatives $ 1,606,505 $ 72,757 $ 72,821
As of December 31, 2024
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts $ 1,468,022 $ 91,352 $ 91,368
Derivatives Designated as Cash Flow Hedge
Interest rate swap contract 100,000 — 115
Total Derivatives $ 1,568,022 $ 91,352 $ 91,483
Credit Risk-Related Contingent Features
The Company is exposed to credit risk in the event of nonperformance by the interest rate derivative counterparty. The Company minimizes this risk by being a party to International Swaps and Derivatives Association agreements with third-party broker-dealers that require a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. There was no collateral posted by the Company with third parties at both March 31, 2025 and December 31, 2024. The amount of collateral received from third parties was $ 69.8 million and $ 93.3 million at March 31, 2025 and December 31, 2024, respectively. The amount of collateral posted with third parties and received from third parties is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures. The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with third parties was $ 72.8 million and $ 91.5 million at March 31, 2025 and December 31, 2024, respectively.
The interest rate derivatives which the Company executes with the commercial borrowers are collateralized by the borrowers’ commercial real estate financed by the Company.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 9. Leases
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company’s leases are comprised of real estate property for branches, automated teller machine locations and office space with terms extending through 2038. The Company has one existing finance lease, which has a lease term through 2029.
The following table represents the classification of the Company’s Right of Use (“ROU”) assets and lease liabilities on the Consolidated Statements of Financial Condition (in thousands):
March 31, December 31,
2025 2024
Lease ROU Assets Classification
Operating lease ROU assets Other assets $ 16,067 $ 15,452
Finance lease ROU asset Premises and equipment, net 1,013 1,071
Total lease ROU assets $ 17,080 $ 16,523
Lease Liabilities
Operating lease liabilities (1)
Other liabilities $ 17,646 $ 17,114
Finance lease liability Other borrowings 1,353 1,421
Total lease liabilities $ 18,999 $ 18,535
(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $ 3.7 million and $ 4.4 million at March 31, 2025 and December 31, 2024, respectively.
The calculated amount of the ROU assets and lease liabilities are impacted by the lease term and the discount rate used to calculate the present value of the minimum lease payments. Lease agreements often include one or more options to renew the lease at the Company’s discretion. If the exercise of a renewal option is considered to be reasonably certain, the Company includes the extended term in the calculation of the ROU asset and lease liability. For the discount rate, ASC Topic 842, Leases requires the Company to use the rate implicit in the lease, provided the rate is readily determinable. As this rate is not readily determinable, the Company generally utilizes its incremental borrowing rate, at lease inception, over a similar term. For operating leases existing prior to January 1, 2019, the Company used the incremental borrowing rate for the remaining lease term as of January 1, 2019. For the finance lease, the Company utilized its incremental borrowing rate at lease inception.
March 31, December 31,
2025 2024
Weighted-Average Remaining Lease Term
Operating leases 5.80 years 5.84 years
Finance lease 4.35 years 4.59 years
Weighted-Average Discount Rate
Operating leases 3.26 % 3.08 %
Finance lease 5.63 5.63
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table represents lease expenses and other lease information (in thousands):
Three Months Ended March 31,
2025 2024
Lease Expense
Operating lease expense $ 1,203 $ 1,159
Finance lease expense:
Amortization of ROU assets 58 58
Interest on lease liabilities (1)
19 23
Total $ 1,280 $ 1,240
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 1,289 $ 1,101
Operating cash flows from finance leases 19 23
Financing cash flows from finance leases 68 65
(1) Included in borrowed funds interest expense on the Consolidated Statements of Income. All other costs are included in occupancy expense on the Consolidated Statements of Income.
Future minimum payments for the finance lease and operating leases with initial or remaining terms were as follows (in thousands):
Finance Lease Operating Leases
For the Year Ending December 31,
2025 $ 263 $ 3,875
2026 350 4,528
2027 350 3,058
2028 350 1,891
2029 209 1,787
Thereafter — 4,448
Total 1,522 19,587
Less: Imputed interest ( 169 ) ( 1,941 )
Total lease liabilities $ 1,353 $ 17,646
Note 10. Variable Interest Entity
The Company accounts for Trident as a variable interest entity (“VIE”) under ASC 810, Consolidation, for which the Company is considered the primary beneficiary (i.e. the party that has a controlling financial interest). In accordance with ASC 810, Consolidation, the Company has consolidated Trident’s assets and liabilities.
The summarized financial information for the Company’s consolidated VIE at March 31, 2025 and December 31, 2024 consisted of the following (in thousands):
March 31, 2025 December 31, 2024
Cash and cash equivalents $ 20,257 $ 21,642
Other assets 413 457
Total assets 20,670 22,099
Other liabilities 18,683 19,333
Net assets $ 1,987 $ 2,766
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and the Bank are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings in the aggregate are believed by management to be immaterial to the Company’s financial condition or results of operations.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.