What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2025-08-04 compared with 2025-05-02 · 208 added, 118 removed, 843 unchanged (28% of the section changed)

5 unchanged sentences

(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.

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OceanFirst Financial Corp.

1 unchanged sentence

(dollars in thousands, except per share amounts)

March 31, December 31,

June 30, December 31,

Cash and due from banks $ 170,599 $ 123,615

Debt securities available-for-sale, at estimated fair value 735,561 827,500

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)

Debt securities held-to-maturity, net of allowance for securities credit losses of $ 809 at June 30, 2025 and $ 967 at December 31, 2024 (estimated fair value of $ 896,090 at June 30, 2025 and $ 952,917 at December 31, 2024)

968,969 1,045,875

1 unchanged sentence

Restricted equity investments, at cost 106,538 108,634

Loans receivable, net of allowance for loan credit losses of $ 78,798 at March 31, 2025 and $ 73,607 at December 31, 2024

Loans receivable, net of allowance for loan credit losses of $ 79,266 at June 30, 2025 and $ 73,607 at December 31, 2024

10,119,781 10,055,429

17 unchanged sentences

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

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

Preferred stock, $ 0.01 par value, $ 1,000 liquidation preference, 5,000,000 shares authorized, 0 and 57,370 shares issued at June 30, 2025 and December 31, 2024, respectively.

Common stock, $ 0.01 par value, 150,000,000 shares authorized, 62,904,241 and 62,182,767 shares issued at June 30, 2025 and December 31, 2024, respectively;

and 57,383,975 and 58,554,871 shares outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,115,441 1,168,321

2 unchanged sentences

Unallocated common stock held by Employee Stock Ownership Plan ("ESOP") ( 1,922 ) ( 2,542 )

Treasury stock, 4,516,716 and 4,118,321 shares at March 31, 2025 and December 31, 2024, respectively

Treasury stock, 5,520,266 and 4,118,321 shares at June 30, 2025 and December 31, 2024, respectively

( 114,956 ) ( 90,617 )

8 unchanged sentences

(in thousands, except per share amounts)

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

(Unaudited) (Unaudited)

Interest income:

10 unchanged sentences

Net interest income after provision for credit losses 84,597 79,149 165,909 164,782

Other income:

Other income (loss):

Bankcard services revenue 1,619 1,571 3,082 2,987

18 unchanged sentences

Amortization of intangibles 906 810 1,846 1,654

Other operating expense 5,863 4,877

Other operating expenses 7,264 5,317 13,127 10,194

Total operating expenses 71,474 58,620 135,768 117,292

2 unchanged sentences

Net income 19,085 24,432 40,548 53,042

Net loss attributable to non-controlling interest ( 46 ) ( 57 )

Net income (loss) attributable to non-controlling interest 39 59 ( 7 ) 2

Net income attributable to OceanFirst Financial Corp.

1 unchanged sentence

Dividends on preferred shares 1,004 1,004 2,008 2,008

Loss on redemption of preferred stock 1,842 — 1,842 —

Net income available to common stockholders $ 16,200 $ 23,369 $ 36,705 $ 51,032

7 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

(Unaudited) (Unaudited)

Net income $ 19,085 $ 24,432 $ 40,548 $ 53,042

Other comprehensive income:

Net unrealized gain on debt securities (net of tax expense of $ 788 in 2025 and $ 634 in 2024)

Accretion of unrealized loss on debt securities reclassified to held-to-maturity (net of tax expense of $ 44 in 2025 and $ 42 in 2024)

Unrealized loss on derivative hedges (net of tax benefit of $ 302 in 2024)

Reclassification adjustment for losses included in net income (net of tax expense of $ 20 in 2025 and $ 109 in 2024)

Net unrealized gain on debt securities (net of tax expense of $ 542 and $ 1,330 in 2025 and $ 710 and $ 1,344 in 2024, respectively)

1,693 2,226 4,166 4,219

Accretion of unrealized loss on debt securities reclassified to held-to-maturity (net of tax expense of $ 74 and $ 118 in 2025 and $ 40 and $ 82 in 2024, respectively)

109 57 173 118

Unrealized loss on derivative hedges (net of tax benefit of $ 31 and $ 30 in 2025 and $ 98 and $ 400 in 2024, respectively)

( 93 ) ( 306 ) ( 93 ) ( 1,255 )

Reclassification adjustment for losses included in net income (net of tax expense of $ 35 and $ 55 in 2025 and $ 81 and $ 190 in 2024, respectively)

106 253 170 595

Total other comprehensive income, net of tax 1,815 2,230 4,416 3,677

Total comprehensive income 20,900 26,662 44,964 56,719

comprehensive loss attributable to non-controlling interest ( 46 ) ( 57 )

comprehensive income (loss) attributable to non-controlling interest 39 59 ( 7 ) 2

Comprehensive income attributable to OceanFirst Financial Corp.

1 unchanged sentence

dividends on preferred shares 1,004 1,004 2,008 2,008

loss on redemption of preferred stock 1,842 — 1,842 —

Total comprehensive income available to common stockholders $ 18,015 $ 25,599 $ 41,121 $ 54,709

3 unchanged sentences

(dollars in thousands, except per share amounts)

For the Three Months Ended March 31, 2025 and 2024

For the Three Months Ended June 30, 2025 and 2024

Stock Additional

5 unchanged sentences

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

Balance at March 31, 2024 $ 1 $ 613 $ 1,163,282 $ 608,355 $ ( 19,415 ) $ ( 3,470 ) $ ( 84,254 ) $ 725 $ 1,665,837

Net income — — — 24,373 — — — 59 24,432

Other comprehensive income, net of tax — — — — 2,230 — — — 2,230

6 unchanged sentences

Preferred stock dividend — — — ( 1,004 ) — — — — ( 1,004 )

Balance at June 30, 2024 $ 1 $ 613 $ 1,164,813 $ 620,021 $ ( 17,185 ) $ ( 3,161 ) $ ( 89,217 ) $ 784 $ 1,676,669

Balance at March 31, 2025 $ 1 $ 625 $ 1,170,179 $ 650,546 $ ( 13,252 ) $ ( 2,232 ) $ ( 97,545 ) $ 795 $ 1,709,117

Net income — — — 19,046 — — — 39 19,085

Other comprehensive income, net of tax — — — — 1,815 — — — 1,815

Stock compensation — — 808 — — — — — 808

Allocation of ESOP stock — — ( 36 ) — — 310 — — 274

Cash dividend - $ 0.20 per share

— — — ( 11,651 ) — — — — ( 11,651 )

Exercise of stock options — — 17 — — — — — 17

Repurchase of 1,003,550 shares of common stock

— — — — — — ( 17,411 ) — ( 17,411 )

Preferred stock dividend — — — ( 1,004 ) — — — — ( 1,004 )

Redemption of preferred stock ( 1 ) — ( 55,527 ) ( 1,842 ) — — — — ( 57,370 )

Balance at June 30, 2025 $ — $ 625 $ 1,115,441 $ 655,095 $ ( 11,437 ) $ ( 1,922 ) $ ( 114,956 ) $ 834 $ 1,643,680

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

For the Six Months Ended June 30, 2025 and 2024

Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

(Loss) Income Employee

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 — — — 53,040 — — — 2 53,042

Other comprehensive income, net of tax — — — — 3,677 — — — 3,677

Stock compensation — — 3,132 — — — — — 3,132

Allocation of ESOP stock — — ( 103 ) — — 619 — — 516

Cash dividend - $ 0.40 per share

— — — ( 23,553 ) — — — — ( 23,553 )

Repurchase 1,295,914 shares of common stock

— — 29 — — — ( 20,111 ) — ( 20,082 )

Preferred stock dividend — — — ( 2,008 ) — — — — ( 2,008 )

Balance at June 30, 2024 $ 1 $ 613 $ 1,164,813 $ 620,021 $ ( 17,185 ) $ ( 3,161 ) $ ( 89,217 ) $ 784 $ 1,676,669

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) — — — 40,555 — — — ( 7 ) 40,548

5 unchanged sentences

Exercise of stock options — — 136 — — — — — 136

Repurchase of 398,395 shares of common stock

Repurchase 1,401,945 shares of common stock

— — 31 — — — ( 24,339 ) — ( 24,308 )

Preferred stock dividend — — — ( 2,008 ) — — — — ( 2,008 )

Redemption of preferred stock ( 1 ) — ( 55,527 ) ( 1,842 ) — — — — ( 57,370 )

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

Balance at June 30, 2025 $ — $ 625 $ 1,115,441 $ 655,095 $ ( 11,437 ) $ ( 1,922 ) $ ( 114,956 ) $ 834 $ 1,643,680

See accompanying Notes to Unaudited Consolidated Financial Statements.

2 unchanged sentences

(dollars in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from operating activities:

12 unchanged sentences

Provision for credit losses 8,379 3,705

Net loss on sale of fixed assets 2 —

Net loss on sale of other real estate owned 22 —

Net loss (gain) on sale of fixed assets 2 ( 168 )

Net loss on sales of available-for-sale securities 56 106

3 unchanged sentences

Residential loans originated for sale ( 241,956 ) ( 71,905 )

Write down of other real estate owned 194 —

Increase in value of bank owned life insurance ( 3,638 ) ( 4,181 )

Decrease (increase) in interest and dividends receivable 1,071 ( 628 )

Decrease in interest and dividends receivable 1,882 898

Deferred tax (benefit) provision ( 39 ) 920

2 unchanged sentences

Total adjustments ( 13,751 ) 16,786

Net cash (used in) provided by operating activities ( 1,786 ) 46,112

Net cash provided by operating activities 26,797 69,828

Cash flows from investing activities:

Net decrease in loans receivable 13,723 69,501

Net (increase) decrease in loans receivable ( 56,273 ) 174,954

Proceeds from sales of non-performing loans 6,361 —

12 unchanged sentences

Purchases of restricted equity investments ( 125,210 ) ( 53,933 )

Proceeds from sale of other real estate owned 402 —

Purchases of premises and equipment ( 3,249 ) ( 4,862 )

Proceeds from disposal of premises and equipment — 3,369

Net cash provided by investing activities 99,932 268,592

2 unchanged sentences

(dollars in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from financing activities:

Increase (decrease) in deposits $ 166,102 $ ( 440,854 )

Increase (decrease) in short-term borrowings 4,546 ( 6,373 )

Increase in short-term borrowings 885 6,807

Net repayment of FHLB advances ( 133,924 ) ( 59,299 )

Net proceeds from other borrowings — 227,495

Increase in advances by borrowers for taxes and insurance 5,758 5,780

(Decrease) increase in advances by borrowers for taxes and insurance ( 4,272 ) 2,761

Exercise of stock options 136 —

2 unchanged sentences

Dividends paid ( 25,345 ) ( 25,561 )

Redemption of preferred stock ( 57,370 ) —

Distributions to non-controlling interest ( 266 ) —

Net cash used in provided by financing activities ( 79,745 ) ( 310,940 )

Net increase (decrease) in cash and due from banks and restricted cash 40,106 ( 23,296 )

Net increase in cash and due from banks and restricted cash 46,984 27,480

Cash and due from banks and restricted cash at beginning of period 123,615 153,718

26 unchanged sentences

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”).

Spring Garden Capital Group, LLC (and its subsidiaries), 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.

The results of operations for the three and six months ended June 30, 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.

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.

3 unchanged sentences

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’s operations are solely in the financial services industry and provide 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.

8 unchanged sentences

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):

The following reconciles shares outstanding for basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Weighted average shares outstanding 58,030 58,667 58,284 58,937

5 unchanged sentences

Average diluted shares outstanding 57,740 58,357 57,891 58,490

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.

For the three and six months ended June 30, 2025, antidilutive stock options of 1,532,000 and 1,561,000 , respectively, were excluded from the earnings per share calculation.

For the three and six months ended June 30, 2024, antidilutive stock options of 1,680,000 for both periods were excluded from the earnings per share calculation.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

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):

The amortized cost, estimated fair value, and allowance for securities credit losses of debt securities available-for-sale and held-to-maturity at June 30, 2025 and December 31, 2024 are as follows (in thousands):

Losses Estimated

Value Allowance for Securities Credit Losses

At March 31, 2025

At June 30, 2025

Debt securities available-for-sale:

39 unchanged sentences

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,

The following table presents the activity in the allowance for credit losses for debt securities held-to-maturity for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Allowance for securities credit losses

5 unchanged sentences

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):

Under this approach, the amortized cost of debt securities held-to-maturity at June 30, 2025, aggregated by credit quality indicator, are as follows (in thousands):

Investment Grade Non-Investment Grade/Non-rated Total

As of March 31, 2025

As of June 30, 2025

State and municipal debt obligations $ 183,589 $ — $ 183,589

2 unchanged sentences

Total debt securities held-to-maturity $ 244,152 $ 12,954 $ 257,106

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

There were $ 56,000 of realized losses on sale of debt securities available-for-sale for both the three and six months ended June 30, 2025, as compared to $ 4,000 of realized gains and $ 106,000 of realized losses for the corresponding prior year periods.

These realized gains/losses on debt securities are presented within Other and included within Total other income on the Consolidated Statements of Income.

The amortized cost and estimated fair value of debt securities at June 30, 2025 by contractual maturity are shown below (in thousands):

June 30, 2025 Amortized

Cost Estimated

5 unchanged sentences

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.

At June 30, 2025, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost of $ 77.2 million, $ 49.6 million, and $ 140.7 million, respectively, and an estimated fair value of $ 76.8 million, $ 48.3 million, and $ 140.7 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.

1 unchanged sentence

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):

The estimated fair value and unrealized losses for debt securities available-for-sale and held-to-maturity at June 30, 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

4 unchanged sentences

Value Unrealized

At March 31, 2025

At June 30, 2025

Debt securities available-for-sale:

33 unchanged sentences

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 concluded that no debt securities were impaired at June 30, 2025 based on consideration of several factors.

The Company noted that each issuer made all contractually due payments when required.

6 unchanged sentences

Equity Investments

At March 31, 2025 and December 31, 2024, the Company held equity investments of $ 87.4 million and $ 84.1 million, respectively.

At June 30, 2025 and December 31, 2024, the Company held equity investments of $ 87.8 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,

The realized and unrealized gains or losses on equity securities for the three and six months ended June 30, 2025 and 2024 are shown in the table below (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net gain on equity investments $ 488 $ 887 $ 693 $ 2,810

Net losses recognized on equity investments sold — —

Net gains recognized on equity investments sold — — — —

Unrealized gains recognized on equity investments still held $ 488 $ 887 $ 693 $ 2,810

Loans Receivable, Net

Loans receivable, net at March 31, 2025 and December 31, 2024 consisted of the following (in thousands):

March 31, December 31,

Loans receivable, net at June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, December 31,

Commercial real estate – investor $ 5,068,125 $ 5,287,683

21 unchanged sentences

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.

These loans 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.

4 unchanged sentences

2025 2024 2023 2022 2021 2020 and prior Revolving lines of credit Total

March 31, 2025

June 30, 2025

Commercial real estate - investor

62 unchanged sentences

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):

An analysis of the allowance for credit losses on loans for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands):

Commercial and Industrial

3 unchanged sentences

Real Estate Other Consumer Total

For the three months ended March 31, 2025

For the three months ended June 30, 2025

Allowance for credit losses on loans

4 unchanged sentences

Balance at end of period $ 32,926 $ 3,934 $ 14,822 $ 26,570 $ 1,014 $ 79,266

For the three months ended March 31, 2024

For the three months ended June 30, 2024

Allowance for credit losses on loans

Balance at beginning of period $ 26,990 $ 4,251 $ 7,641 $ 27,104 $ 1,187 $ 67,173

(Benefit) provision for credit losses ( 865 ) ( 107 ) 769 9 579 385

Provision (benefit) for credit losses 2,462 ( 341 ) 272 642 83 3,118

Charge-offs ( 1,600 ) — — — — ( 1,600 )

1 unchanged sentence

Balance at end of period $ 27,853 $ 3,931 $ 7,915 $ 27,833 $ 1,307 $ 68,839

For the six months ended June 30, 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 3,837 103 4,315 51 207 8,513

Charge-offs ( 1,846 ) — — ( 1,092 ) ( 275 ) ( 3,213 )

Recoveries 155 14 36 24 130 359

Balance at end of period $ 32,926 $ 3,934 $ 14,822 $ 26,570 $ 1,014 $ 79,266

For the six months ended June 30, 2024

Allowance for credit losses on loans

Balance at beginning of period $ 27,899 $ 4,354 $ 6,867 $ 27,029 $ 988 $ 67,137

Provision (benefit) for credit losses 1,597 ( 448 ) 1,041 651 662 3,503

( 1,646 ) — — — ( 395 ) ( 2,041 )

Recoveries 3 25 7 153 52 240

Balance at end of period $ 27,853 $ 3,931 $ 7,915 $ 27,833 $ 1,307 $ 68,839

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

For the three months ended June 30, 2025

Commercial real estate – investor $ ( 180 ) $ ( 1,564 ) $ — $ — $ ( 47 ) $ ( 1,791 )

2 unchanged sentences

Total charge-offs $ ( 180 ) $ ( 1,564 ) $ ( 145 ) $ ( 52 ) $ ( 474 ) $ ( 2,415 )

For the six months ended June 30, 2025

Commercial real estate – investor $ ( 180 ) $ ( 1,564 ) $ ( 30 ) $ ( 24 ) $ ( 48 ) $ ( 1,846 )

Residential real estate ( 68 ) ( 55 ) ( 255 ) ( 344 ) ( 370 ) ( 1,092 )

Other consumer — — — — ( 275 ) ( 275 )

Total charge-offs $ ( 248 ) $ ( 1,619 ) $ ( 285 ) $ ( 368 ) $ ( 693 ) $ ( 3,213 )

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

2021 2019 and prior Total

For the three months ended March 31, 2024

For the three months ended June 30, 2024

Commercial real estate – investor

2 unchanged sentences

Total charge-offs $ — $ ( 1,600 ) $ ( 1,600 )

For the six months ended June 30, 2024

Commercial real estate – investor $ ( 46 ) $ ( 1,600 ) $ ( 1,646 )

Other consumer — ( 395 ) ( 395 )

Total charge-offs $ ( 46 ) $ ( 1,995 ) $ ( 2,041 )

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:

At June 30, 2025 and December 31, 2024, the Company had collateral dependent loans with an amortized cost balance as follows:

commercial real estate - investor of $ 15.4 million and $ 11.8 million, respectively, commercial and industrial - real estate of $ 4.4 million and $ 4.8 million, respectively, and commercial and industrial - non-real estate of $ 286,000 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.

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,

In addition, the Company had collateral dependent residential and consumer loans with an amortized cost balance of $ 4.0 million and $ 8.6 million at June 30, 2025 and December 31, 2024, respectively.

The following table presents the recorded investment in non-accrual loans, by loan portfolio segment as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, December 31,

Commercial real estate – investor $ 20,457 $ 17,000

6 unchanged sentences

Total non-performing loans $ 33,511 $ 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):

(1) The six months ended June 30, 2025 included the sale of non-performing residential and consumer loans of $ 7.3 million.

At June 30, 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 June 30, 2025 and December 31, 2024, there were no loans greater than 90 days past due that were accruing interest.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

The following table presents the aging of the recorded investment in past due loans as of June 30, 2025 and December 31, 2024 by loan portfolio segment (in thousands):

Past Due 60-89

3 unchanged sentences

Past Due Total

March 31, 2025

June 30, 2025

Commercial real estate – investor $ 4,830 $ 3,184 $ 14,351 $ 22,365 $ 5,045,760 $ 5,068,125

20 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, loans with modifications to borrowers experiencing financial difficulty totaled $ 40.1 million and $ 30.9 million, respectively.

There were no outstanding commitments to lend additional funds to such borrowers with loan modifications as of June 30, 2025 or December 31, 2024.

The following table presents loan modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025 and 2024 (in thousands):

Term Extension Combination of Term Extension and Other Than Insignificant Payment Delay Total % of Total by Loan Portfolio Segment

For the three months ended June 30, 2025

Commercial real estate – investor $ — $ 4,449 $ 4,449 0.09 %

$ — $ 4,449 $ 4,449 0.04 %

For the six months ended June 30, 2025

Commercial real estate – investor $ 5,067 $ 4,449 $ 9,516 0.19 %

$ 5,067 $ 4,449 $ 9,516 0.09 %

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

Term Extension Interest Rate Reduction 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 June 30, 2024

Commercial real estate – investor $ — $ 4,878 $ 7,000 $ — $ 11,878 0.22 %

$ — $ 4,878 $ 7,000 $ — $ 11,878 0.12 %

For the three months ended March 31, 2024

For the six months ended June 30, 2024

Commercial real estate – investor $ — $ 4,878 $ 7,000 $ — $ 11,878 0.22 %

Commercial and industrial - real estate — — — 2,994 2,994 0.35

4 unchanged sentences

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

The following table provides the performance of loans modified to borrowers experiencing financial difficulty during the twelve months ended June 30, 2025 and 2024 (in thousands):

Current 60 - 89 Days past due 90 Days or Greater past due Total

June 30, 2025

Commercial real estate – investor $ 16,805 $ — $ — $ 16,805

$ 16,805 $ — $ — $ 16,805

March 31, 2024

June 30, 2024

Commercial real estate – investor $ 19,651 $ — $ — $ 19,651

3 unchanged sentences

$ 22,971 $ 147 $ — $ 23,118

(1) Represents one residential loan that defaulted during the period and had been modified within the previous 12 months.

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,

The major types of deposits at June 30, 2025 and December 31, 2024 were as follows (in thousands):

Type of Account June 30, December 31,

Non-interest-bearing $ 1,686,627 $ 1,617,182

4 unchanged sentences

Total deposits $ 10,232,442 $ 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.

Included in time deposits at June 30, 2025 and December 31, 2024 was $ 419.9 million and $ 457.2 million, respectively, of deposits of $250,000 or more.

Time deposits also include brokered deposits of $ 522.8 million and $ 74.7 million at June 30, 2025 and December 31, 2024, respectively.

OceanFirst Financial Corp.

1 unchanged sentence

Borrowed Funds

Borrowed funds at March 31, 2025 and December 31, 2024 were as follows (in thousands):

March 31, December 31,

Borrowed funds at June 30, 2025 and December 31, 2024 were as follows (in thousands):

June 30, December 31,

FHLB advances $ 938,687 $ 1,072,611

2 unchanged sentences

Total borrowed funds $ 1,198,196 $ 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.

At June 30, 2025, there were $ 801.7 million of term advances and $ 137.0 million of overnight borrowings from the FHLB, as compared to $ 1.07 billion and none at December 31, 2024, respectively.

Pledged assets

1 unchanged sentence

Loans Debt securities Total

March 31, 2025

June 30, 2025

FHLB and FRB $ 7,324,626 $ 918,897 $ 8,243,523

53 unchanged sentences

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):

The following table summarizes financial assets and financial liabilities measured at fair value as of June 30, 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:

2 unchanged sentences

Inputs Level 3

March 31, 2025

June 30, 2025

Items measured on a recurring basis:

26 unchanged sentences

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.

(1) As of June 30, 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 six months ended June 30, 2025 or the year ended December 31, 2024.

(2) As of June 30, 2025 and December 31, 2024, equity investments included $ 5.6 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.

1 unchanged sentence

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.

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 and six months ended June 30, 2025 and 2024.

OceanFirst Financial Corp.

36 unchanged sentences

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):

The book value and estimated fair value of the Company’s significant financial instruments not recorded at fair value as of June 30, 2025 and December 31, 2024 are presented in the following tables (in thousands):

Fair Value Measurements at Reporting Date Using:

2 unchanged sentences

Inputs Level 3

March 31, 2025

June 30, 2025

Financial Assets:

29 unchanged sentences

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.

Significant assets and liabilities that are not considered financial assets or liabilities include premises and equipment, bank owned life insurance, 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.

18 unchanged sentences

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.

The Company recognized losses of $ 9,000 and $ 25,000 in commercial loan swap income resulting from the fair value adjustments for the three and six months ended June 30, 2025, respectively, as compared to losses of $ 2,000 and gains of $ 11,000 for the corresponding prior year periods.

Derivatives Designated as Hedging Instruments

6 unchanged sentences

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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

AOCL balance at beginning of period, net of tax $ ( 23 ) $ ( 726 ) $ ( 87 ) $ ( 36 )

2 unchanged sentences

AOCL balance at end of period, net of tax $ ( 52 ) $ ( 776 ) $ ( 52 ) $ ( 776 )

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.

For the year ending 2025, the Company estimates that an additional $ 68,000 will be reclassified as a reduction to interest income.

OceanFirst Financial Corp.

3 unchanged sentences

Other assets Other liabilities

As of March 31, 2025

As of June 30, 2025

Derivatives Not Designated as Hedging Instruments

13 unchanged sentences

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.

There was no collateral posted by the Company with third parties at both June 30, 2025 and December 31, 2024.

The amount of collateral received from third parties was $ 54.4 million and $ 93.3 million at June 30, 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 aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with third parties was $ 61.2 million and $ 91.5 million at June 30, 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.

5 unchanged sentences

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,

June 30, December 31,

Lease ROU Assets Classification

7 unchanged sentences

Total lease liabilities $ 17,750 $ 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.

(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $ 1.1 million and $ 4.4 million at June 30, 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.

5 unchanged sentences

For the finance lease, the Company utilized its incremental borrowing rate at lease inception.

March 31, December 31,

June 30, December 31,

Weighted-Average Remaining Lease Term

7 unchanged sentences

The following table represents lease expenses and other lease information (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Lease Expense

27 unchanged sentences

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

The summarized financial information for the Company’s consolidated VIE at June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, 2025 December 31, 2024

Cash and cash equivalents $ 33,015 $ 21,642

8 unchanged sentences

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-Q

Item 4. Controls and Procedures