What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-08-04 · 177 added, 147 removed, 371 unchanged (47% of the section changed)

2 unchanged sentences

At or for the Quarters Ended

(dollars in thousands, except per share amounts) June 30, 2025 March 31, 2025 June 30, 2024

(dollars in thousands, except per share amounts) September 30, 2025 June 30, 2025 September 30, 2024

SELECTED FINANCIAL CONDITION DATA:

48 unchanged sentences

(3) Ratios are based on net income available to common stockholders.

(4) Performance ratios for the three months ended September 30, 2025 included a net expense of $3.9 million, or $3.0 million, net of tax benefit, related to restructuring charges, a net loss on equity investments and a Federal Deposit Insurance Corporation (“FDIC”) special assessment release.

Performance ratios for the three months ended June 30, 2025 included a loss on redemption of preferred stock of $1.8 million and a net gain on equity investments of $488,000, or $373,000, net of tax expense.

Performance ratios for the three months ended March 31, 2025 included a net gain on equity investments of $205,000, or $156,000, net of tax expense.

Performance ratios for the three months ended June 30, 2024 included a net gain on equity investments of $887,000, or $699,000, net of tax expense.

Performance ratios for the three months ended September 30, 2024 included a net benefit of $1.2 million, or $919,000, net of tax expense, related to a net gain on equity investments, a net gain on sale of trust business and merger related expenses.

(5) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

2 unchanged sentences

(8) Total loans receivable excludes loans held-for-sale.

(9) The quarter ended June 30, 2024 included a single commercial relationship exposure of $7.2 million, which was subsequently resolved in 2024.

(9) Non-performing assets consist of non-performing loans and real estate acquired through foreclosure.

2 unchanged sentences

(10) Loans acquired from acquisitions were recorded at fair value.

The net unamortized credit and purchased with credit deterioration (“PCD”) marks on these loans, not reflected in the allowance for loan credit losses, was $5.0 million, $5.6 million, and $6.1 million at June 30, 2025, March 31, 2025 and June 30, 2024, respectively.

The net unamortized credit and purchased with credit deterioration (“PCD”) marks on these loans, not reflected in the allowance for loan credit losses, was $4.4 million, $5.0 million, and $5.7 million at September 30, 2025, June 30, 2025 and September 30, 2024, respectively.

OceanFirst Financial Corp.

6 unchanged sentences

The Company’s results of operations are significantly affected by competition, general economic conditions, including levels of unemployment and real estate values, as well as changes in market interest rates, inflation, government policies, including the imposition of tariffs and retaliatory responses, and actions of regulatory agencies.

Key developments relating to the Company’s financial results and corporate activities for the three months ended June 30, 2025, as compared to the prior linked quarter, were as follows:

Key developments relating to the Company’s financial results and corporate activities for the three months ended September 30, 2025, as compared to the prior linked quarter, were as follows:

• Loan Growth:

Total loans increased $372.9 million, representing a 14% annualized growth rate, which included $219.1 million of commercial and industrial loan growth.

The commercial loan pipeline reached a record high of $790.8 million, which increased 111% from $375.6 million in the linked quarter.

• Premier Banking:

Launched in mid-April and is demonstrating strong progress with approximately 200 new relationships and $115.0 million in new deposits in the first few weeks of operation.

The Company repurchased 1,003,550 shares during the quarter and redeemed all of its preferred stock.

Book value per share decreased $0.63 to $28.64 as compared to the linked quarter.

During the current quarter, the Company redeemed all of its preferred stock for an aggregate payment of $57.4 million, at a redemption price of $25.00 per share, which resulted in a net loss on redemption of $1.8 million.

Additionally, the current quarter included professional fees of $1.6 million related to recruitment fees for the Company’s recent commercial banking hires and non-recurring benefits of $1.1 million in other income.

Net income available to common stockholders for the three and six months ended June 30, 2025 decreased to $16.2 million and $36.7 million, respectively, or $0.28 and $0.63 per diluted share, as compared to $23.4 million and $51.0 million, or $0.40 and $0.87 per diluted share, for the corresponding prior year periods.

The dividends paid to preferred stockholders were $1.0 million and $2.0 million for each of the three and six months ended June 30, 2025 and 2024, respectively.

On July 24, 2025, the Company’s Board of Directors declared a quarterly cash dividend on common stock of $0.20 per share.

The dividend, related to the quarter ended June 30, 2025, will be paid on August 15, 2025 to common stockholders of record on August 4, 2025.

Commercial loan originations increased 74% to $739.2 million, from $425.9 million in the linked quarter, and the commercial loan pipeline remains robust at $710.9 million, as compared to a record high of $790.8 million at June 30, 2025.

• Deposit Growth:

Total deposits increased to $10.4 billion from $10.2 billion at June 30, 2025.

Deposits, excluding $117.7 million of brokered deposit run-off, increased $321.2 million.

• Residential Outsourcing :

The current quarter results include the impact of the Company’s strategic decision to outsource residential loan originations and title business.

In connection with this decision, the Company recognized $4.1 million of restructuring charges during the quarter and will incur approximately $8 million of additional charges next quarter.

The residential outsourcing initiative will result in an 11% reduction in workforce and result in an anticipated annual expense savings of $14 million offset in part by a reduction in gain on sale of loans starting in 2026.

Net income available to common stockholders for the three and nine months ended September 30, 2025 decreased to $17.3 million and $54.0 million, or $0.30 and $0.94 per diluted share, respectively, as compared to $24.1 million and $75.1 million, or $0.42 and $1.29 per diluted share, for the corresponding prior year periods.

The dividends paid to preferred stockholders were $0 and $2.0 million for the three and nine months ended September 30, 2025, respectively, compared to $1.0 million and $3.0 million for the three and nine months ended September 30, 2024.

On October 22, 2025, the Company’s Board of Directors declared a quarterly cash dividend on common stock of $0.20 per share.

The dividend, related to the quarter ended September 30, 2025, will be paid on November 14, 2025 to common stockholders of record on November 3, 2025.

Analysis of Net Interest Income

1 unchanged sentence

Net interest income depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them.

For the three and six months ended June 30, 2025, interest income included net loan fees of $1.2 million and $2.6 million, respectively, as compared to $708,000 and $1.4 million for the same prior year periods.

The following tables set forth certain information relating to the Company for the three and six months ended June 30, 2025 and 2024.

For the three and nine months ended September 30, 2025, interest income included net loan fees of $1.4 million and $4.1 million, respectively, as compared to $730,000 and $2.6 million for the same prior year periods.

The following tables set forth certain information relating to the Company for the three and nine months ended September 30, 2025 and 2024.

The yields and costs, which are annualized, are derived by dividing the income or expense by the average balance of the related assets or liabilities, respectively, for the periods shown except where noted otherwise.

1 unchanged sentence

The yields and costs include certain fees and costs which are considered adjustments to yields.

For the Three Months Ended June 30,

For the Three Months Ended September 30,

(dollars in thousands) Average Balance Interest Average

36 unchanged sentences

Total cost of deposits (including non-interest-bearing deposits) 2.06 % 2.44 %

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

(dollars in thousands) Average

42 unchanged sentences

(5) Net interest margin represents net interest income divided by average interest-earning assets.

Comparison of Financial Condition at June 30, 2025 and December 31, 2024

Total assets decreased by $93.4 million to $13.33 billion, from $13.42 billion, primarily due to decreases in total debt securities.

Debt securities available-for-sale decreased by $91.9 million to $735.6 million, from $827.5 million, primarily due to principal reductions, maturities and calls.

Comparison of Financial Condition at September 30, 2025 and December 31, 2024

Total assets increased by $903.4 million to $14.32 billion, from $13.42 billion, primarily due to increases in loans and debt securities available-for-sale.

Total loans increased by $439.9 million to $10.56 billion, from $10.12 billion, while the loan pipeline increased by $557.3 million to $863.9 million, from $306.7 million, primarily due to an increase in the commercial loan pipeline of $513.4 million.

For more information about the loan portfolio, see “Lending Activities.” Debt securities available-for-sale increased by $434.1 million to $1.26 billion, from $827.5 million, primarily due to new purchases in the current quarter.

Debt securities held-to-maturity decreased by $126.1 million to $919.7 million, from $1.05 billion, primarily due to principal repayments.

Total loans increased by $67.0 million to $10.19 billion, from $10.12 billion, while the loan pipeline increased by $648.1 million to $954.8 million, from $306.7 million, primarily due to an increase in commercial loans of $593.3 million.

Other assets decreased by $27.2 million to $158.5 million, from $185.7 million, primarily due to a decrease in market values associated with customer interest rate swap programs.

Total liabilities decreased by $34.3 million to $11.68 billion, from $11.72 billion primarily related to a funding mix-shift.

Deposits increased by $166.1 million to $10.23 billion, from $10.07 billion, primarily due to an increase in time deposits.

Total liabilities increased by $952.7 million to $12.67 billion, from $11.72 billion primarily related to an increase in FHLB advances and deposits.

FHLB advances increased by $633.0 million to $1.71 billion, from $1.07 billion.

Deposits increased by $369.7 million to $10.44 billion, from $10.07 billion, mostly driven by Premier Banking deposits.

Time deposits increased to $2.22 billion, from $2.08 billion, representing 21.2% and 20.7% of total deposits, respectively.

1 unchanged sentence

The loan-to-deposit ratio was 101.2%, as compared to 100.5%.

FHLB advances decreased by $133.9 million to $938.7 million, from $1.07 billion partly driven by a shift to slightly favorably priced brokered deposits.

Other liabilities decreased by $63.6 million to $234.8 million, from $298.4 million, primarily due to a decrease in the market values of derivatives associated with customer interest rate swaps and related collateral received from counterparties.

Capital levels remain strong and in excess of “well-capitalized” regulatory levels at June 30, 2025, including the Company’s common equity tier one capital ratio which declined to 10.99%, driven primarily by stock repurchases and increased lending commitments.

Total stockholders’ equity decreased to $1.64 billion, as compared to $1.70 billion, primarily due to the redemption of preferred stock for $55.5 million and capital returns comprising of dividends and share repurchases, partially offset by net income.

Other liabilities decreased by $55.5 million to $242.9 million, from $298.4 million, mostly due to a decrease in the market values of derivatives associated with customer interest rate swaps and related collateral received from counterparties.

Capital levels remain strong and in excess of “well-capitalized” regulatory levels at September 30, 2025, including the Company’s common equity tier one capital ratio which declined to 10.6%, driven primarily by loan growth, increased lending commitments and stock repurchases.

Total stockholders’ equity decreased to $1.65 billion, as compared to $1.70 billion, primarily due to the redemption of preferred stock for $55.5 million and capital returns comprised of dividends and share repurchases, partially offset by net income.

Additionally, accumulated other comprehensive loss decreased by $7.1 million primarily due to increases in the fair market value of available-for-sale debt securities, net of tax.

During the six months ended June 30, 2025, the Company repurchased 1,401,945 shares totaling $24.3 million representing a weighted average cost of $17.17.

As of June 30, 2025, the Company had 226,284 shares available for repurchase under the authorized repurchase program.

During the nine months ended September 30, 2025, the Company repurchased 1,404,253 shares totaling $24.4 million representing a weighted average cost of $17.17, which includes repurchases of exercised options and awards from employees outside of the share repurchase program.

On July 16, 2025, the Company announced its Board of Directors authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares.

The Company’s stockholders’ equity to assets ratio was 12.33%, as compared to 12.69% and book value per share decreased to $28.64, as compared to $29.08, due to drivers noted above.

Comparison of Operating Results for the Three and Six Months Ended June 30, 2025 and June 30, 2024

Net income available to common stockholders decreased to $16.2 million and $36.7 million, respectively, or $0.28 and $0.63 per diluted share, as compared to $23.4 million and $51.0 million, or $0.40 and $0.87 per diluted share, for the corresponding prior year periods.

Net income for the three and six months ended June 30, 2025 included net gains on equity investments of $488,000 and $693,000, respectively, which increased net income by $373,000 and $529,000, net of tax.

Additionally, net income available to common stockholders for the three and six months ended June 30, 2025 included a net loss on redemption of preferred stock of $1.8 million.

Net income for the three and six months ended June 30, 2024 included net gains on equity investments of $887,000 and $2.8 million, respectively.

Net income for the six months ended June 30, 2024 also included a net gain on sale of a portion of its trust business of $1.2 million, and a special Federal Deposit Insurance Corporation (“FDIC”) assessment of $418,000.

These items increased net income by $699,000 and $2.7 million, net of tax, for the three and six months ended June 30, 2024.

As of September 30, 2025, the Company had 3,226,284 shares available for repurchase under the authorized repurchase programs.

The Company’s stockholders’ equity to assets ratio was 11.54%, as compared to 12.69% and book value per share decreased to $28.81, as compared to $29.08, due to the drivers noted above.

Comparison of Operating Results for the Three and Nine Months Ended September 30, 2025 and September 30, 2024

Net income available to common stockholders decreased to $17.3 million and $54.0 million, or $0.30 and $0.94 per diluted share, respectively, as compared to $24.1 million and $75.1 million, or $0.42 and $1.29 per diluted share, for the corresponding prior year periods.

Net income for the three and nine months ended September 30, 2025 included restructuring charges of $4.1 million for both periods, an FDIC special assessment release of $210,000 for both periods, and a net loss of $7,000 and net gain of $686,000 on equity investments, respectively.

These items decreased net income by $3.0 million and $2.5 million, net of tax.

Additionally, net income available to common stockholders for the nine months ended September 30, 2025 included a net loss on redemption of preferred stock of $1.8 million.

Net income for the three and nine months ended September 30, 2024 included net gains on equity investments of $1.4 million and $4.2 million, respectively, a net gain on sale of a portion of its trust business of $1.4 million and $2.6 million, respectively, and merger related expenses of $1.7 million for both periods.

Net income for the nine months ended September 30, 2024 also included a special FDIC assessment of $418,000.

These items increased net income by $919,000 and $3.6 million, net of tax, for the three and nine months ended September 30, 2024.

Interest Income

Interest income for the three and six months ended June 30, 2025 decreased to $154.8 million and $308.5 million, respectively, from $159.4 million and $321.0 million for the corresponding prior year periods.

For the three and six months ended June 30, 2025, the average balance of interest-earning assets decreased by $138.2 million and $185.8 million, primarily due to a decrease in securities and, to a lesser extent, commercial loans.

For the three and six months ended June 30, 2025, the yield on average interest-earning assets decreased to 5.14% for both current periods, from 5.25% for both the corresponding prior year periods.

Three months ended September 30, 2025 vs.

September 30, 2024

Interest income for the three months ended September 30, 2025 increased to $162.2 million from $161.5 million for the corresponding prior year period.

The average balance of interest-earning assets increased by $131.3 million primarily due to increases in commercial and residential loans, partly offset by a reduction in cash and securities.

The average yield for interest-earning assets decreased to 5.21%, from 5.26% for the same prior year period, due to the lower interest rate environment.

Nine months ended September 30, 2025 vs.

September 30, 2024

Interest income for the nine months ended September 30, 2025 decreased to $470.7 million from $482.6 million for the corresponding prior year period.

The average balance of interest-earning assets decreased by $79.0 million, primarily driven by a decrease in securities and, to a lesser extent, interest-earning deposits and short-term investments, partly offset by an increase in residential loans.

The yield on average interest-earning assets decreased to 5.16% from 5.25% for the same prior year period, due to the lower interest rate environment.

Interest Expense

Three months ended June 30, 2025 vs.

June 30, 2024

Interest expense for the three months ended June 30, 2025 decreased to $67.2 million from $77.2 million in the corresponding prior year period.

The average balance of interest-bearing liabilities decreased by $132.8 million, primarily due to decreases in other borrowings, partly offset by an increase in FHLB advances.

The cost of average interest-bearing liabilities decreased to 2.77% from 3.14% for the corresponding prior year period, primarily due to lower cost of deposits and, to a lesser extent, FHLB advances.

The total cost of deposits decreased to 2.06% from 2.37% for the same prior year period.

Six months ended June 30, 2025 vs.

June 30, 2024

Interest expense for the six months ended June 30, 2025 decreased to $134.2 million from $152.5 million in the corresponding prior year period.

The average balance of interest-bearing liabilities decreased by $179.6 million, primarily due to decreases in total deposits and other borrowings, partly offset by an increase in FHLB advances.

The cost of average interest-bearing liabilities decreased to 2.77% from 3.09% for the corresponding prior year period.

The total cost of deposits decreased to 2.06% from 2.34% for the same prior year period.

Three months ended September 30, 2025 vs.

September 30, 2024

Interest expense for the three months ended September 30, 2025 decreased to $71.5 million from $79.3 million in the corresponding prior year period.

The average balance of interest-bearing liabilities increased by $100.7 million, primarily due to increases in FHLB advances, partly offset by a decrease in other borrowings.

The cost of average interest-bearing liabilities decreased to 2.85% from 3.20% for the corresponding prior year period, primarily due to lower cost of deposits and, to a lesser extent, FHLB advances, partly offset by an increase in the cost of other borrowings.

The total cost of deposits decreased 38 basis points to 2.06% from 2.44% for the same prior year period.

Nine months ended September 30, 2025 vs.

September 30, 2024

Interest expense for the nine months ended September 30, 2025 decreased to $205.8 million from $231.8 million in the corresponding prior year period.

The average balance of interest-bearing liabilities decreased by $85.2 million, primarily due to decreases in other borrowings and total deposits, partly offset by an increase in FHLB advances.

The cost of average interest-bearing liabilities decreased to 2.80% from 3.12% for the corresponding prior year period, primarily due to lower cost of deposits and, to a lesser extent, FHLB advances, partly offset by an increase in the cost of other borrowings.

The total cost of deposits decreased 31 basis points to 2.06% from 2.37% for the same prior year period.

Net Interest Income and Margin

Net interest income for the three and six months ended June 30, 2025 increased to $87.6 million and $174.3 million, respectively, from $82.3 million and $168.5 million for the corresponding prior year periods, primarily reflecting the net impact of the decreasing interest rate environment.

The net interest margin for the three and six months ended June 30, 2025 increased to 2.91% for both current periods, from 2.71% and 2.76% for the same prior year periods, primarily due to the decrease in cost of funds outpacing the decrease in the yield on average interest-earning assets.

Net interest income for the three and nine months ended September 30, 2025 increased to $90.7 million and $264.9 million, respectively, from $82.2 million and $250.7 million for the corresponding prior year periods, primarily reflecting the net impact of the decreasing interest rate environment.

The net interest margin for the three and nine months ended September 30, 2025 increased to 2.91% for both current periods, from 2.67% and 2.73% for the same prior year periods, primarily due to the decrease in cost of funds.

Provision for Credit Losses

Provision for credit losses for the three and six months ended June 30, 2025 was $3.0 million and $8.4 million, respectively, as compared to $3.1 million and $3.7 million for the corresponding prior year periods.

The current quarter provision was primarily driven by net loan charge-offs of $2.2 million, a net reserve build due to mix-shift into commercial and industrial loans, and an increase in unfunded credit commitments.

For the three and six months ended June 30, 2025 net loan charge-offs were $2.2 million and $2.9 million, respectively, as compared to $1.5 million and $1.8 million for the same prior year periods.

The current quarter includes $1.6 million of charge-offs related to two commercial relationships related to the Company’s recent acquisition.

Additionally, the current quarter includes charge-offs of $445,000 related to the sale of $2.2 million non-performing residential and consumer loans.

The prior year includes the impact of a $1.6 million charge-off on a single commercial real estate relationship.

Provision for credit losses for the three and nine months ended September 30, 2025 was $4.1 million and $12.5 million, respectively, as compared to $517,000 and $4.2 million for the corresponding prior year periods.

The current quarter provision was primarily driven by net loan growth and an increase in unfunded loan balances and commitments, partly offset by overall improvements in criticized and classified loans.

Net loan charge-offs were $617,000 and $3.5 million for the three and nine months ended September 30, 2025, respectively, as compared to net loan recoveries of $88,000 and net loan charge-offs $1.7 million for the same prior year periods.

The current year included charge-offs of $1.6 million for two commercial relationships related to the Company’s recent acquisition and charge-offs of $445,000 related to sales of non-performing residential and consumer loans of $2.2 million.

The nine months ended September 30, 2024 includes the impact of a $1.6 million charge-off related to a single commercial real estate relationship that was sold in the prior year.

Non-interest Income

Three months ended June 30, 2025 vs.

June 30, 2024

Other income increased to $11.7 million, as compared to $11.0 million.

Other income was favorably impacted by non-core operations related to net gains on equity investments of $488,000 in the current quarter, and $887,000 for the prior year quarter.

The remaining increase of $1.1 million was primarily driven by increases related to net gain on sale of loans of $757,000 and non-recurring other income of $1.1 million, partly offset by a loss on other real estate operations of $260,000.

Six months ended June 30, 2025 vs.

June 30, 2024

Three months ended September 30, 2025 vs.

September 30, 2024

Other income decreased to $12.3 million, as compared to $14.7 million.

Other income was favorably impacted by non-core operations of $693,000 related to net gains on equity investments in the current quarter.

The prior year other income was favorably impacted by non-core operations of $4.0 million related to net gains on equity investments and sale of a portion of the Company’s trust business.

The remaining increase of $3.0 million was primarily driven by increases related to net gain on sale of loans of $1.3 million, commercial loan swap income of $448,000 and non-recurring other income of $1.9 million in the current period, partly offset by a loss on other real estate operations of $276,000.

Other income was adversely impacted by net losses on equity investments of $7,000 in the current quarter.

For the prior year, other income was favorably impacted by net gains on equity investments of $1.4 million and a gain on sale of a portion of the Company’s trust business of $1.4 million.

The remaining increase of $485,000 was primarily driven by increases in commercial loan swap income of $1.3 million due to new swaps, and net gain on sale of loans of $395,000, partly offset by a decrease in fees and service charges of $906,000, primarily due to lower retail deposit fees.

In addition, the prior year included a non-recurring gain on sale of assets held for sale of $855,000.

Nine months ended September 30, 2025 vs.

September 30, 2024

Other income decreased to $35.3 million, as compared to $38.0 million.

Other income in the current period was favorably impacted by net gains on equity investments of $686,000.

Other income in the prior period was favorably impacted by net gains on equity investments of $4.2 million and a gain on sale of a portion of the Company’s trust business of $2.6 million.

The remaining increase of $3.5 million was primarily driven by increases related to commercial loan swap income of $1.7 million due to new swaps, net gain on sale of loans of $1.7 million, and non-recurring other income of $1.9 million in the current year.

These were partly offset by a decrease of $855,000 related to a non-recurring gain on sale of assets held for sale in the prior year and a decrease in fees and service charges of $713,000, primarily due to lower retail deposit fees.

Non-interest Expense

Three months ended June 30, 2025 vs.

June 30, 2024

Three months ended September 30, 2025 vs.

September 30, 2024

Operating expenses increased to $76.3 million, as compared to $63.7 million.

The primary driver was an increase in compensation and benefits of $7.1 million, mostly due to acquisitions at the end of the prior year, annual merit increases, and

the additional commercial banking teams hired during the current quarter.

Additional drivers were increases in professional fees of $2.2 million, primarily due to recruitment fees, other operating expenses of $1.9 million, mostly due to additional loan servicing expense, data processing expense of $790,000, partly due to acquisitions at the end of the prior year, and increased marketing spend of $366,000.

Six months ended June 30, 2025 vs.

June 30, 2024

Operating expenses in the current quarter were adversely impacted by restructuring charges of $4.1 million related to outsourcing of residential loan originations and title business, partly offset by a reversal of FDIC special assessment fees of $210,000.

Operating expenses in the prior year were adversely impacted by $1.7 million for merger related expenses.

The remaining increase of $10.3 million was primarily driven by an increase in compensation and benefits of $5.5 million, mostly due to additional commercial banking team hires, acquisitions at the end of the prior year and annual merit increases.

Additional drivers were increases in professional fees of $1.5 million, partly due to higher consulting fees, data processing expense of $1.2 million, occupancy expense of $941,000, partly due to additional space for commercial banking hires, addition of a new branch and acquisitions at the end of the prior year, and other operating expenses of $738,000, mostly due to additional loan servicing expenses.

Nine months ended September 30, 2025 vs.

September 30, 2024

Operating expenses increased to $212.1 million, as compared to $181.0 million.

Operating expenses were adversely impacted by non-core operations related to FDIC special assessment in the prior year of $418,000.

The remaining increase of $18.9 million was driven by an increase in compensation and benefits of $11.1 million, mostly due to acquisitions at the end of the prior year, annual merit increases, and the additional commercial banking team hires.

Additional drivers were increases in other operating expenses of $2.9 million, mostly due to additional loan servicing expense, professional fees of $1.9 million, primarily due to the recruitment fees, data processing of $1.5 million, partly due to acquisitions at the end of the prior year, occupancy of $577,000, and marketing of $484,000.

Operating expenses in the current year were adversely impacted by restructuring charges of $4.1 million, partly offset by a reversal of FDIC special assessment fees of $210,000.

Operating expenses in the prior year were adversely impacted by $2.1 million, related to merger related expenses and an FDIC special assessment.

The remaining increase of $29.2 million was primarily driven by an increase in compensation and benefits of $16.6 million, mostly due to acquisitions at the end of the prior year, additional commercial banking team hires, and annual merit increases.

Additional drivers were increases in other operating expenses of $3.7 million, mostly due to additional loan servicing expense, professional fees of $3.4 million, partly due to the recruitment of commercial bankers, data processing of $2.7 million, partly due to acquisitions at the end of the prior year, occupancy of $1.5 million, partly due to additional space for commercial banking hires, addition of a new branch and acquisitions from end of the prior year, and marketing of $637,000.

Income Tax Expense

The provision for income taxes was $5.8 million and $12.6 million for the three and six months ended June 30, 2025, respectively, as compared to $7.1 million and $17.7 million for the same prior year periods.

The effective tax rate was 23.2% and 23.7% for the three and six months ended June 30, 2025, respectively, as compared to 22.5% and 25.0% for the same prior year periods.

The effective tax rate for the six months ended June 30, 2024 was negatively impacted by 1.6% due to a non-recurring write-off of a deferred tax asset of $1.2 million.

The provision for income taxes was $5.2 million and $17.7 million for the three and nine months ended September 30, 2025, respectively, as compared to $7.5 million and $25.2 million for the same prior year periods, respectively.

The effective tax rate was 22.9% and 23.4% for the three and nine months ended September 30, 2025, respectively, as compared to 22.9% and 24.4% for the same prior year periods.

The effective tax rate for the prior year quarter was positively impacted by geographic mix and nine months ended September 30, 2024 was adversely impacted by a non-recurring write-off of a deferred tax asset of $1.2 million net of other state tax effects.

Liquidity and Capital Resources

6 unchanged sentences

Additionally, management performs multiple liquidity stress test scenarios on a periodic basis.

As of June 30, 2025, the Bank and the Parent Company continued to maintain adequate liquidity under all stress scenarios.

As of September 30, 2025, the Bank and the Parent Company continued to maintain adequate liquidity under all stress scenarios.

The Company also has a detailed contingency funding plan and obtains comprehensive reporting of funding trends on a monthly and quarterly basis, which are reviewed by management.

The Company continually evaluates its on-balance sheet liquidity, including cash and unpledged securities and funding capacity at the FHLB and FRB Discount Window, and periodically tests each of its lines of credit.

As of June 30, 2025, total on-balance sheet liquidity and funding capacity was $3.5 billion.

As of September 30, 2025, total on-balance sheet liquidity and funding capacity was $3.6 billion.

The Company has a highly operational and granular deposit base, with long-standing client relationships across multiple customer segments providing stable funding.

The vast majority of the government deposits are protected by FDIC insurance as well as the State of New Jersey under the Government Unit Deposit Protection Act, which requires uninsured government deposits to be further collateralized by the Bank.

At June 30, 2025, the Bank reported $6.11 billion of estimated uninsured deposits in its Call Report.

The vast majority of government deposits are protected by FDIC insurance as well as the State of New Jersey under the Government Unit Deposit Protection Act, which requires uninsured government deposits to be further collateralized by the Bank.

At September 30, 2025, the Bank reported $6.37 billion of estimated uninsured deposits in its Call Report.

This total included $2.55 billion of collateralized government deposits and $1.89 billion of intercompany deposits of fully consolidated subsidiaries, leaving estimated adjusted uninsured deposits of $1.93 billion, or 18.3% of total deposits.

1 unchanged sentence

The primary sources of liquidity specifically available to the Parent Company are dividends from the Bank, proceeds from the sale of investments, and the issuance of debt and common stock.

For the six months ended June 30, 2025, the Parent Company received dividend payments of $62.0 million from the Bank.

At June 30, 2025, the Parent Company held $61.6 million in cash and cash equivalents.

For the nine months ended September 30, 2025, the Parent Company received dividend payments of $62.0 million from the Bank.

At September 30, 2025, the Parent Company held $41.4 million in cash and cash equivalents.

The Bank’s primary sources of funds are deposits, principal and interest payments on loans and investments, FHLB advances, other borrowings and proceeds from the sale of loans and investments .

1 unchanged sentence

The Bank has other sources of liquidity if a need for additional funds arises, including lines of credit at multiple financial institutions and access to the FRB Discount Window.

As of June 30, 2025, the Company pledged $7.32 billion of loans with the FHLB and FRB to enhance the Company’s borrowing capacity, which included collateral pledged to the FHLB to obtain a letter of credit to collateralize certain municipal deposits.

The Company also pledged $983.6 million of securities to secure borrowings, enhance borrowing capacity, collateralize its repurchase agreements, and for other purposes required by law.

The Company had $938.7 million of FHLB advances, including $137.0 million of overnight borrowings as of June 30, 2025, as compared to $1.07 billion of FHLB term advances and no outstanding overnight borrowings from the FHLB at December 31, 2024.

The Company’s cash needs for the six months ended June 30, 2025 were primarily satisfied by principal repayments of debt securities and the increase in deposits, and primarily utilized for the repayment of FHLB advances and the redemption of preferred stock.

As of September 30, 2025, the Company pledged $7.48 billion of loans with the FHLB and FRB to enhance the Company’s borrowing capacity, which included collateral pledged to the FHLB to obtain a letter of credit to collateralize certain municipal deposits.

The Company also pledged $1.02 billion of securities to secure borrowings, enhance borrowing capacity, collateralize its repurchase agreements, and for other purposes required by law.

The Company had $1.71 billion of FHLB advances, including $943.0 million of overnight borrowings as of September 30, 2025, as compared to $1.07 billion of FHLB term advances and no outstanding overnight borrowings from the FHLB at December 31, 2024.

The Company’s cash needs for the nine months ended September 30, 2025 were primarily satisfied by net proceeds from FHLB advances, increase in deposits and principal repayments of debt securities, and primarily utilized for the purchase of debt securities and fund loan growth.

Off-Balance Sheet Commitments and Contractual Obligations

In the normal course of business, the Bank routinely enters into various off-balance sheet commitments, primarily relating to the origination and funding of loans.

At June 30, 2025, outstanding commitments to originate loans totaled $954.8 million and outstanding undrawn lines of credit totaled $1.45 billion, of which $1.15 billion were commitments to commercial and commercial construction borrowers and $298.5 million were commitments to consumer and residential construction borrowers.

At September 30, 2025, outstanding commitments to originate loans totaled $863.9 million and outstanding undrawn lines of credit totaled $1.71 billion, of which $1.43 billion were commitments to commercial and commercial construction borrowers and $277.5 million were commitments to consumer and residential construction borrowers.

Commitments to fund undrawn lines of credit and commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the existing contracts.

Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Since some of the commitments are expected to expire

without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The Company’s exposure to credit risk is represented by the contractual amount of the instruments.

At June 30, 2025, the Company also had various contractual obligations, which included debt obligations of $1.20 billion, including finance lease obligations of $1.3 million, and an additional $16.5 million in operating lease obligations included in other liabilities.

At September 30, 2025, the Company also had various contractual obligations, which included debt obligations of $1.97 billion, including finance lease obligations of $1.2 million, and an additional $18.3 million in operating lease obligations included in other liabilities.

The Company expects to have sufficient funds available to meet current commitments in the normal course of business.

Time deposits scheduled to mature in one year or less totaled $2.25 billion at June 30, 2025.

Time deposits scheduled to mature in one year or less totaled $2.18 billion at September 30, 2025.

If these deposits do not remain with the Company, it may need to seek other sources of funds, including other deposit products, advances from the Federal Home Loan Bank of New York and other borrowing sources.

2 unchanged sentences

Under the Company’s stock repurchase program, shares of OceanFirst Financial Corp.

common stock may be purchased in the open market and through other privately-negotiated transactions, from time-to-time, depending on market conditions.

common stock may be purchased in the open market and through privately-negotiated transactions, from time-to-time, depending on market conditions.

The repurchased shares are held as treasury stock for general corporate purposes.

For the three and six months ended June 30, 2025, the Company repurchased 1,003,550 and 1,401,945 shares of its common stock, respectively, totaling $17.4 million and $24.3 million, respectively.

Of these repurchased shares for the three and six months ended June 30, 2025, 971 and 77,029 shares were repurchased outside of the Company’s stock repurchase program.

For the three and nine months ended September 30, 2025, the Company repurchased 2,308 and 1,404,253 shares of its common stock, respectively, totaling $42,000 and $24.4 million, respectively.

Of these repurchased shares for the three and nine months ended September 30, 2025, 2,308 and 79,337 shares were repurchased outside of the Company’s stock repurchase program.

The Company repurchased these shares from employees that elected to sell shares to cover their withholding tax obligations on vested stock awards and options.

At June 30, 2025, there were 226,284 shares available to be repurchased under the authorized stock repurchase program.

On July 16, 2025, the Company announced its Board of Directors authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares.

Cash dividends on common stock declared and paid during the six months ended June 30, 2025 were $23.3 million.

Cash dividends on preferred stock declared and paid during the six months ended June 30, 2025 were $2.0 million.

At September 30, 2025, there were 3,226,284 shares available to be repurchased under the authorized stock repurchase program.

Cash dividends on common stock declared and paid during the nine months ended September 30, 2025 were $34.8 million.

Cash dividends on preferred stock declared and paid during the nine months ended September 30, 2025 were $2.0 million.

On May 15, 2025, the Company redeemed all 57,370 shares of its 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A.

The aggregate payment of $57.4 million, at a redemption price of $25.00 per share, resulted in a net loss on redemption of $1.8 million.

The Company’s ability to continue to repurchase shares of common stock and pay dividends remains dependent upon capital distributions from the Bank, which may be adversely affected by capital restraints imposed by applicable regulations.

If applicable regulations or regulators prevent the Bank from paying a dividend to the Company, the Company may not have the liquidity necessary to repurchase shares of common stock or pay a dividend in the future or pay a dividend at the same rate as

historically paid or be able to meet current debt obligations.

Additionally, regulations of the Federal Reserve may prevent the Company from either paying or increasing the cash dividend to common stockholders.

The Parent Company’s ability to continue to repurchase shares of common stock and pay dividends depends on capital distributions from the Bank, which may be adversely affected by capital restraints imposed by applicable regulations.

If applicable regulations or regulators prevent the Bank from paying a dividend to the Parent Company, the Parent Company may not have the liquidity necessary to repurchase shares of common stock or pay a dividend in the future or pay a dividend at the same rate as historically paid or be able to meet current debt obligations.

Additionally, regulations of the Federal Reserve may prevent the Parent Company from either paying or increasing the cash dividend to common stockholders.

These regulatory policies may affect the ability of the Parent Company to pay dividends, repurchase shares of common stock, or otherwise engage in capital distributions.

4 unchanged sentences

Additionally, management performs multiple capital stress test scenarios periodically, varying loan growth, earnings, access to the capital markets, credit losses, and mark-to-market losses in the investment portfolio, including both available-for-sale and held-to-maturity.

As of June 30, 2025, the Bank and Parent Company continued to maintain adequate capital under all stress scenarios.

As of September 30, 2025, the Bank and Company continued to maintain adequate capital under all stress scenarios.

The Bank and the Parent Company also have detailed contingency capital plans and obtain comprehensive reporting of capital trends on a regular basis, which are reviewed by management and the Board.

Regulatory Capital Requirements

As of June 30, 2025 and December 31, 2024, the Company and the Bank satisfied all regulatory capital requirements currently applicable as follows (dollars in thousands):

As of September 30, 2025 and December 31, 2024, the Company and the Bank satisfied all regulatory capital requirements currently applicable as follows (dollars in thousands):

Actual For capital adequacy

1 unchanged sentence

corrective action

As of June 30, 2025 Amount Ratio Amount Ratio Amount Ratio

As of September 30, 2025 Amount Ratio Amount Ratio Amount Ratio

Tier 1 capital (to average assets) $ 1,184,692 9.10 % $ 520,498 4.00 % N/A N/A

22 unchanged sentences

(1) Includes the Capital Conservation Buffer of 2.50%.

At June 30, 2025 and December 31, 2024, the Company and the Bank satisfied the criteria to be “well-capitalized” under the Prompt Corrective Action regulations.

At June 30, 2025 and December 31, 2024, the Company maintained a stockholders’ equity to total assets ratio of 12.33% and 12.69%, respectively.

At September 30, 2025 and December 31, 2024, the Company and the Bank satisfied the criteria to be “well-capitalized” under the Prompt Corrective Action regulations.

At September 30, 2025 and December 31, 2024, the Company maintained a stockholders’ equity to total assets ratio of 11.54% and 12.69%, respectively.

Lending Activities

Loan Portfolio Composition .

At June 30, 2025, the Company had total loans outstanding of $10.19 billion, of which $5.07 billion, or 49.8% of total loans, were investor owned commercial real estate, multi-family, and construction (including residential development loans), (collectively, “commercial real estate - investor”).

At September 30, 2025, the Company had total loans outstanding of $10.56 billion, of which $5.21 billion, or 49.4% of total loans, were investor owned commercial real estate, multi-family, and construction (including residential development loans), (collectively, “commercial real estate - investor”).

The remainder of the portfolio consisted of commercial and industrial loans of which $997.1 million were commercial and industrial - real estate, or 9.4% of total loans;

and $998.9 million were commercial and industrial - non-real estate loans, or 9.5% of total loans;

$3.12 billion were residential real estate loans, or 30.6% of total loans;

and $220.8 million were consumer loans, primarily home equity loans and lines of credit, or 2.2% of total 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.

$3.14 billion of residential real estate loans, or 29.7% of total loans;

and $215.6 million of consumer loans, primarily home equity loans and lines of credit, or 2.0% of total loans.

In 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.

1 unchanged sentence

Commercial Real Estate - Investor Owne d .

At June 30, 2025, the Bank’s total investor owned commercial real estate loans outstanding were $5.07 billion, or 49.8% of total loans, as compared to $5.29 billion, or 52.3% of total loans at December 31, 2024.

At September 30, 2025, the Bank’s total investor owned commercial real estate loans outstanding were $5.21 billion, or 49.4% of total loans, as compared to $5.29 billion, or 52.3% of total loans at December 31, 2024.

Th e Bank originates investor owned commercial real estate loans that are secured by properties, or properties under construction, that are generally used for busin ess purposes such as office, industrial, multi-family, or retail facilities.

4 unchanged sentences

Investor owned commercial real estate loans are among the largest of the Bank’s loans and may have higher credit risk and lending spreads.

Because repayment is often dependent on the successful management of the properties, repayment of commercial real estate loans may be affected by adverse conditions in the real estate market or the economy, as a result, the Bank is particularly vigilant of this portfolio.

Because repayment is often dependent on the successful management of the properties, repayment of commercial real estate loans may be affected by adverse conditions in the real estate market or the economy, and as a result, the Bank is particularly vigilant of this portfolio.

The Bank believes this portfolio is highly diversified with loans secured by a variety of property types and the portfolio exhibits stable credit quality.

The following table presents the Company’s commercial real estate - investor owned loans by industry as of June 30, 2025:

As of June 30, 2025

The following table presents the Company’s commercial real estate - investor owned loans by industry as of September 30, 2025:

As of September 30, 2025

(dollars in thousands) Amount Percent of Total Weighted Average LTV (1)

14 unchanged sentences

Total CRE investor owned $ 5,211,220

(1) Represents the weighted average of loan balances as of June 30, 2025 divided by their most recent appraisal value, which is generally obtained at the time of origination.

(1) Represents the weighted average of loan balances as of September 30, 2025 divided by their most recent appraisal value, which is generally obtained at the time of origination.

(2) Represents the weighted average of net operating income on the property before debt service divided by the loan’s respective annual debt service based on the most recent credit review of the borrower.

(3) Central business district (“CBD”) exposure represented $120 million, or 7.3%, of the total office loan balance at June 30, 2025.

Office CBD loans had a weighted average LTV of 54% and weighted average debt service coverage ratio of 1.8x at June 30, 2025.

$85 million, or 71%, of the total office CBD exposure are to credit tenants, life sciences and medical borrowers at June 30, 2025.

New York City office CBD loans represented $7 million, or 0.05% of the Company’s total assets at June 30, 2025.

(4) New York City rent-regulated multi-family loans, where the property has more than 50% of its units rent-regulated, represented $31 million, or 0.23% of the Company’s total assets at June 30, 2025.

(3) Central business district (“CBD”) exposure represented $119 million, or 7.2%, of the total office loan balance at September 30, 2025.

Office CBD loans had a weighted average LTV of 54% and weighted average debt service coverage ratio of 1.9x at September 30, 2025.

$84 million, or 71%, of the total office CBD exposure are to credit tenants, life sciences and medical borrowers at September 30, 2025.

New York City office CBD loans represented $7 million, or 0.05% of the Company’s total assets at September 30, 2025.

(4) New York City rent-regulated multi-family loans, where the property has more than 50% of its units rent-regulated, represented $30 million, or 0.21% of the Company’s total assets at September 30, 2025.

(5) Other includes co-operatives, single purpose, stores and some living units / mixed use, investor owned 1-4 family, land / development, and other.

The following table presents total commercial real estate - investor owned loans by geography (generally based on location of collateral) as of June 30, 2025:

As of June 30, 2025

The following table presents total commercial real estate - investor owned loans by geography (generally based on location of collateral) as of September 30, 2025:

As of September 30, 2025

(dollars in thousands) Amount Percent of Total

11 unchanged sentences

It is the policy of the Company to cease accruing interest on loans 90 days or more past due or in the process of foreclosure.

June 30, December 31,

September 30, December 31,

(dollars in thousands)

11 unchanged sentences

Total non-performing assets $ 48,761 $ 37,338

Allowance for loan credit losses $ 81,236 $ 73,607

Allowance for unfunded commitments 4,636 3,264

PCD loans, net of allowance for loan credit losses

9 unchanged sentences

Non-performing loans consist of all loans 90 days or more past due and other loans in the process of foreclosure.

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

(2) The nine months ended September 30, 2025 included the sale of non-performing residential and consumer loans of $7.3 million.

(3) Loans acquired from acquisitions were recorded at fair value.

The net unamortized credit and PCD marks on these loans, not reflected in the allowance for loan credit losses, were $5.0 million and $6.0 million at June 30, 2025 and December 31, 2024, respectively.

The net unamortized credit and PCD marks on these loans, not reflected in the allowance for loan credit losses, were $4.4 million and $6.0 million at September 30, 2025 and December 31, 2024, respectively.

Overall asset quality metrics remained stable.

6 unchanged sentences

The table below represents Special Mention and Substandard loans (other than loans held-for-sale) and other real estate owned (in thousands):

June 30, December 31,

September 30, December 31,

Special Mention $ 18,972 $ 54,524

1 unchanged sentence

Total $ 131,243 $ 159,868

Special mention and substandard loans (other than loans held-for-sale) and other real estate owned decreased by $6.6 million to $153.3 million at June 30, 2025 from $159.9 million at December 31, 2024.

Net migrations from special mention to substandard were primarily due to one commercial relationship totaling $21.3 million which migrated during the six months ended June 30, 2025.

Special mention and substandard loans (other than loans held-for-sale) and other real estate owned decreased by $28.6 million to $131.2 million at September 30, 2025 from $159.9 million at December 31, 2024.

Net migrations from special mention to substandard were primarily due to one commercial relationship totaling $21.3 million, which migrated during the nine months ended September 30, 2025.

Additionally, net payoffs of substandard loans during the nine months ended September 30, 2025, primarily related to two commercial relationships totaling $15.1 million and upgrades from special mention loans primarily related to one commercial relationship totaling $10.8 million, during the same period.

Critical Accounting Policies and Estimates

3 unchanged sentences

Policies with respect to the methodology used to determine the allowance for credit losses is a critical accounting policy and estimate because of its importance to the presentation of the Company’s financial condition and results of operations and high level of subjectivity.

The critical accounting policy involves a higher degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters.

A critical accounting policy involves a higher degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters.

The use of different judgments, assumptions, and estimates could result in material differences in the results of operations or financial condition.

The critical accounting policy and its application is reviewed periodically, and at least annually, with the Audit Committee of the Board of Directors.

Goodwill in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other, was a critical accounting estimate in the preparation of the consolidated financial statements at June 30, 2025 and December 31, 2024.

The Company bypassed the qualitative assessment and proceeded directly to the quantitative test on its annual impairment testing date of August 31, 2025.

The Company estimated fair value of equity using the market capitalization method of the market approach, consideration of initiatives unknown by the market and evaluation of any implied control premium.

The results of the quantitative assessment indicated that the fair value of the Company’s reporting unit exceeded its carrying amount, which resulted in no impairment loss at August 31, 2025.

Significant negative industry or economic trends, including declines in the market price of the Company’s stock, reduced estimates of future cash flows or business disruptions could result in impairments to goodwill in the future, which may result in recording an impairment loss.

Any resulting impairment loss may have a material adverse impact on the Company’s financial condition and results of operations and is considered a non-cash event with no impact to the Company’s regulatory capital ratios, liquidity position, and ongoing operations.

Management continued to carefully assess and evaluate all available information for potential triggering events and concluded no triggering events were identified through the reporting period.

The Company customarily performs its annual goodwill impairment assessment during the third quarter.

Management continued to carefully assess and evaluate all available information for potential triggering events after the August 31 annual testing date, and concluded no triggering events were identified subsequent to the annual test date.

Management will continue evaluating the economic conditions at future reporting periods for triggering events.

Impact of New Accounting Pronouncements

22 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the impact of this standard on the consolidated financial statements.

Currently, this ASU does not have any impact to the consolidated financial statements.

In May 2025, FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810)”.

3 unchanged sentences

Early adoption is permitted.

The Company does not expect this standard to have a material impact on the Company’s consolidated financial statement.

The Company does not expect this standard to have a material impact on the Company’s consolidated financial statements.

In September 2025, FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)”.

The amendments in this ASU remove all references to prescriptive and sequential software development stages and provides disclosure requirements for related capitalized costs.

This update will be effective for financial statements issued for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

Currently this ASU does not have any impact to the consolidated financial statements.

In September 2025, FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)”.

The amendments in this ASU, related to Topic 815, exclude from derivative accounting any non-exchange traded contracts that are based on operations or activities specific to contracted parties, while providing specific exceptions to this exclusion.

The amendments in this ASU, related to Topic 606, clarify that an entity should apply Topic 606 guidance to contracts with share-based noncash consideration from a customer in a revenue contract.

This update will be effective for financial statements issued for fiscal years beginning after December 15, 2026, and for interim periods within those annual reporting periods.

Early adoption is permitted.

Topic 606 is not applicable to the Company.

The Company is currently evaluating the impact of the standard for Topic 815 on the consolidated financial statements.

Private Securities Litigation Reform Act Safe Harbor Statement

In addition to historical information, this news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on certain assumptions and describe future plans, strategies and expectations of the Company.

In addition to historical information, this quarterly report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on certain assumptions and describe future plans, strategies and expectations of the Company.

These forward-looking statements are generally identified by use of the words “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project”, “will”, “should”, “may”, “view”, “opportunity”, “potential”, or similar expressions or expressions of confidence.

1 unchanged sentence

Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to:

changes in interest rates, inflation, general economic conditions, including potential recessionary conditions, levels of unemployment in the Company’s lending area, real estate market values in the Company’s lending area, potential goodwill impairment, natural disasters, potential increases to flood insurance premiums, the current or anticipated impact of military conflict, terrorism or other geopolitical events, the imposition of tariffs or other domestic or international governmental policies and retaliatory responses, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S.

changes in interest rates, inflation, general economic conditions, including potential recessionary conditions, levels of unemployment in the Company’s lending area, real estate market values in the Company’s lending area, potential goodwill impairment, natural disasters, potential increases to flood insurance premiums, the current or anticipated impact of military conflict, terrorism or other geopolitical events, the imposition of tariffs or other domestic or international governmental policies and retaliatory responses, the effects of the federal government shutdown, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S.

Government, including policies of the U.S.

Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, the availability of low-cost funding, changes in liquidity, including the size and composition of the Company’s deposit portfolio and the percentage of uninsured deposits in the portfolio, changes in capital management and balance sheet strategies and the ability to successfully implement such strategies, competition, demand for financial services in the Company’s market area, changes in investor sentiment and consumer spending, borrowing and saving habits, changes in accounting principles, a failure in or breach of the Company’s operational or security systems or infrastructure, including cyberattacks, the failure to maintain current technologies, failure to retain or attract employees, the impact of pandemics on our operations and financial results and those of our customers and the Bank’s ability to successfully integrate acquired operations.

Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, the availability of low-cost funding, changes in liquidity, including the size and composition of the Company’s deposit portfolio and the percentage of uninsured deposits in the portfolio, changes in capital management and balance sheet strategies and the ability to successfully implement such strategies, competition, demand for financial services in the Company’s market area, changes in investor sentiment and consumer spending, borrowing and savings habits, changes in accounting principles, a failure in or breach of the Company’s operational or security systems or infrastructure, including cyberattacks, the failure to maintain current technologies, failure to retain or attract employees, the impact of pandemics on our operations and financial results and those of our customers and the Bank’s ability to successfully integrate acquired operations.

These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under Item 1A - Risk Factors and elsewhere, and subsequent securities filings.

2 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 2. Management’s Discussion and Analysis