What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2025-11-04 compared with 2025-08-04 · 191 added, 143 removed, 908 unchanged (27% 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 June 30, 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 September 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)

June 30, December 31,

September 30, December 31,

Cash and due from banks $ 274,125 $ 123,615

Debt securities available-for-sale, at estimated fair value 1,261,580 827,500

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)

Debt securities held-to-maturity, net of allowance for securities credit losses of $ 968 at September 30, 2025 and $ 967 at December 31, 2024 (estimated fair value of $ 856,550 at September 30, 2025 and $ 952,917 at December 31, 2024)

919,734 1,045,875

1 unchanged sentence

Restricted equity investments, at cost 142,398 108,634

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

Loans receivable, net of allowance for loan credit losses of $ 81,236 at September 30, 2025 and $ 73,607 at December 31, 2024

10,489,852 10,055,429

17 unchanged sentences

Stockholders’ equity:

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

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

Common stock, $ 0.01 par value, 150,000,000 shares authorized, 62,911,177 and 62,182,767 shares issued at September 30, 2025 and December 31, 2024, respectively;

and 57,388,603 and 58,554,871 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,116,335 1,168,321

2 unchanged sentences

Unallocated common stock held by Employee Stock Ownership Plan ("ESOP") ( 1,611 ) ( 2,542 )

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

Treasury stock, 5,522,574 and 4,118,321 shares at September 30, 2025 and December 31, 2024, respectively

( 114,998 ) ( 90,617 )

8 unchanged sentences

(in thousands, except per share amounts)

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

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

17 unchanged sentences

Net gain on sales of loans 900 505 2,935 1,282

Net gain on equity investments 488 887 693 2,810

Net loss from other real estate operations ( 260 ) — ( 276 ) —

Net (loss) gain on equity investments ( 7 ) 1,420 686 4,230

Net gain (loss) from other real estate operations 1 — ( 275 ) —

Income from bank owned life insurance 1,988 1,779 5,626 5,367

12 unchanged sentences

Amortization of intangibles 900 803 2,746 2,457

Merger related expenses — 1,669 — 1,669

Restructuring charges 4,147 — 4,147 —

Other operating expenses 6,909 6,171 20,036 16,365

3 unchanged sentences

Net income 17,386 25,186 57,934 78,228

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

Net income attributable to non-controlling interest 56 70 49 72

Net income attributable to OceanFirst Financial Corp.

11 unchanged sentences

(in thousands)

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

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

56 62 229 180

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

Unrealized (loss) gain on cash flow derivative hedges (net of tax benefit of $ 2 and $ 32 in 2025 and net of tax expense of $ 267 and tax benefit of $ 133 in 2024, respectively)

( 9 ) 837 ( 102 ) ( 418 )

3 unchanged sentences

Total comprehensive income 20,035 30,186 64,999 86,905

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

comprehensive income attributable to non-controlling interest 56 70 49 72

Comprehensive income attributable to OceanFirst Financial Corp.

7 unchanged sentences

(dollars in thousands, except per share amounts)

For the Three Months Ended June 30, 2025 and 2024

For the Three Months Ended September 30, 2025 and 2024

Stock Additional

5 unchanged sentences

Stock Non-Controlling Interest Total

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

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

Net income — — — 25,116 — — — 70 25,186

4 unchanged sentences

— — — ( 11,657 ) — — — — ( 11,657 )

Exercise of stock options — — 48 — — — — — 48

Repurchase 87,324 shares of common stock

1 unchanged sentence

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

Balance at September 30, 2024 $ 1 $ 613 $ 1,166,218 $ 632,476 $ ( 12,185 ) $ ( 2,852 ) $ ( 90,617 ) $ 854 $ 1,694,508

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

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

Net income — — — 17,330 — — — 56 17,386

7 unchanged sentences

— — — — — — ( 42 ) — ( 42 )

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

Balance at September 30, 2025 $ — $ 625 $ 1,116,335 $ 660,974 $ ( 8,788 ) $ ( 1,611 ) $ ( 114,998 ) $ 890 $ 1,653,427

OceanFirst Financial Corp.

1 unchanged sentence

(dollars in thousands, except per share amounts)

For the Six Months Ended June 30, 2025 and 2024

For the Nine Months Ended September 30, 2025 and 2024

Stock Additional

12 unchanged sentences

— — — ( 35,210 ) — — — — ( 35,210 )

Exercise of stock options — — 48 — — — — — 48

Repurchase 1,383,238 shares of common stock

1 unchanged sentence

Preferred stock dividend — — — ( 3,012 ) — — — — ( 3,012 )

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

Balance at September 30, 2024 $ 1 $ 613 $ 1,166,218 $ 632,476 $ ( 12,185 ) $ ( 2,852 ) $ ( 90,617 ) $ 854 $ 1,694,508

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

Net income — — — 57,885 — — — 49 57,934

Other comprehensive income, net of tax — — — — 7,065 — — — 7,065

9 unchanged sentences

Distributions to non-controlling interest — — — — — — — ( 266 ) ( 266 )

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

Balance at September 30, 2025 $ — $ 625 $ 1,116,335 $ 660,974 $ ( 8,788 ) $ ( 1,611 ) $ ( 114,998 ) $ 890 $ 1,653,427

See accompanying Notes to Unaudited Consolidated Financial Statements.

OceanFirst Financial Corp.

CONSOLIDATED STATEMENT OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from operating activities:

6 unchanged sentences

Amortization of servicing asset 295 261

Net premium amortization in excess of discount accretion on securities 82 349

Net (discount) premium amortization in excess of discount accretion on securities ( 366 ) 561

Net amortization of deferred costs on borrowings 239 463

3 unchanged sentences

Provision for credit losses 12,471 4,222

Net loss on sale of other real estate owned 22 —

Net loss (gain) on sale of fixed assets 2 ( 131 )

6 unchanged sentences

Increase in value of bank owned life insurance ( 5,412 ) ( 4,796 )

Decrease in interest and dividends receivable 1,882 898

Net gain on sale of assets held for sale — ( 855 )

(Increase) decrease in interest and dividends receivable ( 1,692 ) 3,053

Deferred tax (benefit) provision ( 25 ) 935

Decrease (increase) in other assets 33,053 ( 23,414 )

Decrease in other assets 34,662 19,330

(Decrease) increase in other liabilities ( 56,556 ) ( 43,849 )

12 unchanged sentences

Proceeds from sales of debt securities available-for-sale 99,187 2,121

Proceeds from calls and sales of equity investments 365 11,256

Principal repayments on debt securities available-for-sale 218,194 78,413

4 unchanged sentences

Proceeds from sale of other real estate owned 912 —

Proceeds from sales of assets held-for-sale — 883

Purchases of premises and equipment ( 4,819 ) ( 5,949 )

Proceeds from disposal of premises and equipment — 3,380

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

Net cash consideration paid for acquisition — ( 1,000 )

Net cash (used in) provided by investing activities ( 788,263 ) 114,998

OceanFirst Financial Corp.

CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(dollars in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash flows from financing activities:

1 unchanged sentence

Increase in short-term borrowings 4,247 7,949

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

Net proceeds from FHLB advances 632,974 43,224

Net proceeds from other borrowings — 222,662

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

Increase in advances by borrowers for taxes and insurance 677 4,875

Exercise of stock options 178 48

4 unchanged sentences

Distributions to non-controlling interest ( 266 ) —

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

Net cash provided by (used in) provided by financing activities 887,565 ( 101,985 )

Net increase in cash and due from banks and restricted cash 150,510 60,453

30 unchanged sentences

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 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.

The results of operations for the three and nine months ended September 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.

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.

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.

9 unchanged sentences

Further, the CODM allocates resources and assesses performance based on an ongoing review of the Company’s consolidated financial results.

Specifically, the CODM reviews net income, reported within the consolidated statements of income, along with information in consolidated statement of financial condition to decide whether to reinvest profits into the Company or other strategic investments.

Specifically, the CODM reviews net income, reported within the consolidated statements of income, along with information in the consolidated statements of financial condition, to decide whether to reinvest profits into the Company or other strategic investments.

Refer to the Consolidated Statements of Financial Condition and Consolidated Statements of Income for net income and all significant expenses regularly provided to and reviewed by the CODM.

2 unchanged sentences

Earnings per Share

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):

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

Average diluted shares outstanding 57,036 58,068 57,602 58,407

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.

For the three and nine months ended September 30, 2025, antidilutive stock options of 1,359,000 , for both periods, were excluded from the earnings per share calculation.

For the three and nine months ended September 30, 2024, antidilutive stock options of 1,668,000 and 1,790,000 , respectively, 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 June 30, 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 September 30, 2025 and December 31, 2024 are as follows (in thousands):

Losses Estimated

Value Allowance for Securities Credit Losses

At June 30, 2025

At September 30, 2025

Debt securities available-for-sale:

government and agency obligations $ 56,940 $ 2 $ ( 3,092 ) $ 53,850 $ —

State and municipal debt obligations 75,357 4,977 — 80,334 —

Corporate debt securities 27,587 502 ( 269 ) 27,820 —

4 unchanged sentences

Total mortgage-backed securities 983,289 1,139 ( 14,643 ) 969,785 —

Total excluding fair value hedge basis adjustment 1,272,796 6,815 ( 18,031 ) 1,261,580 —

Fair value hedge basis adjustment (1)

( 341 ) — 341 — —

Total debt securities available-for-sale $ 1,272,455 $ 6,815 $ ( 17,690 ) $ 1,261,580 $ —

29 unchanged sentences

Total debt securities $ 1,894,114 $ 2,564 $ ( 116,261 ) $ 1,780,417 $ ( 967 )

(1) Refer to Note 8, Derivatives and Hedging Activities for additional information.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

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

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

1 unchanged sentence

Beginning balance $ ( 809 ) $ ( 958 ) $ ( 967 ) $ ( 1,133 )

Benefit for credit losses 89 100 158 175

(Provision) benefit for credit losses ( 159 ) 56 ( 1 ) 231

Total ending allowance balance $ ( 968 ) $ ( 902 ) $ ( 968 ) $ ( 902 )

2 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 June 30, 2025, aggregated by credit quality indicator, are as follows (in thousands):

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

Investment Grade Non-Investment Grade/Non-rated Total

As of June 30, 2025

As of September 30, 2025

State and municipal debt obligations $ 168,446 $ — $ 168,446

2 unchanged sentences

Total debt securities held-to-maturity $ 217,533 $ 13,627 $ 231,160

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.

There were $ 8,000 and $ 64,000 of realized losses on sale of debt securities available-for-sale for the three and nine months ended September 30, 2025, respectively, as compared to no realized gains/losses 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

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

September 30, 2025 Amortized

Less than one year $ 23,098 $ 22,892

3 unchanged sentences

$ 511,652 $ 502,892

(1) The amortized cost of available-for-sale securities excludes the portfolio layer fair value hedge basis adjustments of $ 341,000 at September 30, 2025.

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 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.

At September 30, 2025, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost, excluding the fair value hedge basis adjustments, of $ 80.7 million, $ 118.1 million, and $ 129.6 million, respectively, and an estimated fair value of $ 79.8 million, $ 122.5 million, and $ 129.8 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 June 30, 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 September 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

Value Unrealized

Losses Estimated

Value Unrealized

Losses Estimated

Value Unrealized

At June 30, 2025

At September 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 June 30, 2025 based on consideration of several factors.

(1) The unrealized losses of available-for-sale securities excludes the portfolio layer fair value hedge basis adjustments of $ 341,000 at September 30, 2025.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

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

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

3 unchanged sentences

Additionally, the Company has not utilized securities sales as a source of liquidity and the Company’s liquidity plans include adequate sources of liquidity outside securities sales.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

Equity Investments

At June 30, 2025 and December 31, 2024, the Company held equity investments of $ 87.8 million and $ 84.1 million, respectively.

At September 30, 2025 and December 31, 2024, the Company held equity investments of $ 90.7 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 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,

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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

Net (loss) gain on equity investments $ ( 7 ) $ 1,420 $ 686 $ 4,230

Net gains recognized on equity investments sold 352 — 352 —

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

Unrealized (losses) gains recognized on equity investments still held $ ( 359 ) $ 1,420 $ 334 $ 4,230

Loans Receivable, Net

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

June 30, December 31,

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

September 30, December 31,

Commercial real estate – investor $ 5,211,220 $ 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.

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.

Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

These loans have a well-defined weakness or weaknesses that

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

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.

The following tables summarize total loans by year of origination, internally assigned credit grades and risk characteristics (in thousands):

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

June 30, 2025

September 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 and six months ended June 30, 2025 and 2024 was as follows (in thousands):

An analysis of the allowance for credit losses on loans for the three and nine months ended September 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 June 30, 2025

For the three months ended September 30, 2025

Allowance for credit losses on loans

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

Provision (benefit) for credit losses 690 ( 179 ) 1,951 108 116 2,686

(Benefit) provision for credit losses ( 1,652 ) 375 4,084 ( 341 ) 121 2,587

Charge-offs ( 369 ) — ( 347 ) ( 27 ) ( 107 ) ( 850 )

1 unchanged sentence

Balance at end of period $ 30,905 $ 4,312 $ 18,750 $ 26,205 $ 1,064 $ 81,236

For the three months ended June 30, 2024

For the three months ended September 30, 2024

Allowance for credit losses on loans

4 unchanged sentences

Balance at end of period $ 31,050 $ 3,715 $ 9,684 $ 23,263 $ 1,354 $ 69,066

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Allowance for credit losses on loans

4 unchanged sentences

Balance at end of period $ 30,905 $ 4,312 $ 18,750 $ 26,205 $ 1,064 $ 81,236

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Allowance for credit losses on loans

6 unchanged sentences

2024 2023 2022 2021 2020 and prior Total

For the three months ended June 30, 2025

For the three months ended September 30, 2025

Commercial real estate – investor $ ( 72 ) $ ( 297 ) $ — $ — $ — $ ( 369 )

Commercial and industrial – non-real estate ( 347 ) — — — — ( 347 )

Residential real estate ( 23 ) ( 4 ) — — — ( 27 )

1 unchanged sentence

Total charge-offs $ ( 442 ) $ ( 301 ) $ — $ — $ ( 107 ) $ ( 850 )

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Commercial real estate – investor $ ( 250 ) $ ( 1,862 ) $ ( 30 ) $ ( 24 ) $ ( 48 ) $ ( 2,214 )

Commercial and industrial – non-real estate ( 347 ) — — — — ( 347 )

Residential real estate ( 91 ) ( 59 ) ( 255 ) ( 344 ) ( 370 ) ( 1,119 )

4 unchanged sentences

2023 2021 2019 and prior Total

For the three months ended June 30, 2024

Commercial real estate – investor

$ — $ ( 1,600 ) $ ( 1,600 )

For the three months ended September 30, 2024

Residential real estate $ ( 33 ) $ — $ ( 2 ) $ ( 35 )

Other consumer — — ( 89 ) ( 89 )

Total charge-offs $ ( 33 ) $ — $ ( 91 ) $ ( 124 )

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

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

Residential real estate ( 33 ) — ( 2 ) ( 35 )

Other consumer — — ( 484 ) ( 484 )

1 unchanged sentence

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

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

commercial real estate - investor of $ 18.6 million and $ 11.8 million, respectively, commercial and industrial - real estate of $ 7.2 million and $ 4.8 million, respectively, and commercial and industrial - non-real estate of $ 326,000 and $ 32,000 , respectively.

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,

In addition, the Company had collateral dependent residential and consumer loans with an amortized cost balance of $ 5.3 million and $ 8.6 million at September 30, 2025 and December 31, 2024, respectively.

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

September 30, December 31,

Commercial real estate – investor $ 23,570 $ 17,000

6 unchanged sentences

Total non-performing loans $ 41,263 $ 35,527

(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.

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

At September 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 September 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):

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

Past Due 60-89

3 unchanged sentences

Past Due Total

June 30, 2025

September 30, 2025

Commercial real estate – investor $ 4,126 $ 2,161 $ 18,513 $ 24,800 $ 5,186,420 $ 5,211,220

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 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):

As of September 30, 2025 and December 31, 2024, loans with modifications to borrowers experiencing financial difficulty totaled $ 31.6 million and $ 30.9 million, respectively.

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

The following table presents loan modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 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 %

For the three months ended September 30, 2025

Residential real estate $ 246 $ — $ 246 0.01 %

$ 246 $ — $ 246 — %

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

Commercial real estate – investor $ 4,972 $ 4,423 $ 9,395 0.18 %

Residential real estate 246 — 246 0.01

$ 5,218 $ 4,423 $ 9,641 0.09 %

2 unchanged sentences

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 %

For the three months ended September 30, 2024

$ — $ — $ — $ — $ — — %

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Commercial real estate – investor $ — $ 4,878 $ 7,000 $ — $ 11,878 0.23 %

5 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 June 30, 2025 and 2024 (in thousands):

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

June 30, 2025

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

Current 60 - 89 Days past due Total

September 30, 2025

Commercial real estate – investor $ 16,684 $ — $ 16,684

Residential real estate 246 — 246

$ 16,930 $ — $ 16,930

June 30, 2024

September 30, 2024

Commercial real estate – investor $ 19,645 $ — $ 19,645

3 unchanged sentences

$ 22,716 $ 147 $ 22,863

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,

At September 30, 2025 and 2024, there were no loans to borrowers experiencing financial difficulty that were 90 days or greater past due.

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

Type of Account September 30, December 31,

Non-interest-bearing $ 1,731,760 $ 1,617,182

4 unchanged sentences

Total deposits $ 10,435,994 $ 10,066,342

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.

Included in time deposits at September 30, 2025 and December 31, 2024 was $ 440.5 million and $ 457.2 million, respectively, of deposits of $250,000 or more.

Time deposits also include brokered deposits of $ 405.1 million and $ 74.7 million at September 30, 2025 and December 31, 2024, respectively.

OceanFirst Financial Corp.

1 unchanged sentence

Borrowed Funds

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

June 30, December 31,

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

September 30, December 31,

FHLB advances $ 1,705,585 $ 1,072,611

2 unchanged sentences

Total borrowed funds $ 1,968,592 $ 1,330,724

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.

At September 30, 2025, there were $ 762.6 million of term advances and $ 943.0 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

June 30, 2025

September 30, 2025

FHLB and FRB $ 7,480,265 $ 964,222 $ 8,444,487

23 unchanged sentences

The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

25 unchanged sentences

Notes to Unaudited Consolidated Financial Statements (Continued)

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):

The following table summarizes financial assets and financial liabilities measured at fair value as of September 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

June 30, 2025

September 30, 2025

Items measured on a recurring basis:

26 unchanged sentences

25,148 — — 25,148

(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.

(1) As of September 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 $ 352,000 of realized gains for the nine months ended September 30, 2025 and none for the year ended December 31, 2024.

(2) As of September 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 and six months ended June 30, 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 nine months ended September 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 June 30, 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 September 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

June 30, 2025

September 30, 2025

Financial Assets:

47 unchanged sentences

The Company then enters into an offsetting interest rate cap contract with a third party in order to economically hedge its exposure through the customer agreement.

These interest rate swaps and cap contracts with both the customers and third parties are not designated as hedges under ASC Topic 815, Derivatives and Hedging, therefore changes in fair value are reported in earnings.

These interest rate swaps and cap contracts with both the customers and third parties are not designated as hedges under ASC Topic 815, Derivatives and Hedging, and therefore changes in fair value are reported in earnings.

As the interest rate swaps and cap contracts are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings;

however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC Topic 820, Fair Value Measurements.

The Company recognized losses of $ 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.

The Company recognized losses of $ 3,000 and $ 28,000 in commercial loan swap income resulting from the fair value adjustments for the three and nine months ended September 30, 2025, respectively, as compared to losses of $ 25,000 and $ 14,000 for the corresponding prior year periods.

Derivatives Designated as Hedging Instruments

Cash Flow Hedge

During 2022, the Company entered into a three-year interest rate swap intended to add stability to its net interest income and to manage its exposure to future interest rate movements associated with a pool of floating-rate commercial loans.

5 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

AOCL balance at beginning of period, net of tax $ ( 52 ) $ ( 776 ) $ ( 87 ) $ ( 36 )

Unrealized losses recognized in OCI ( 93 ) ( 306 ) ( 93 ) ( 1,255 )

Unrealized (losses) gains recognized in OCI ( 9 ) 837 ( 102 ) ( 418 )

Losses reclassified from AOCI into interest income 65 253 193 768

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

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

AOCI balance at end of period, net of tax $ 4 $ 314 $ 4 $ 314

For the year ending 2025, the Company estimates that an additional $ 5,000 will be reclassified as an addition t o interest income.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

Fair Value Hedge

During the third quarter of 2025, the Company entered into interest rate swap derivatives to hedge the changes in fair value of AFS debt securities due to changes in interest rates.

The swaps hedge the interest rate risk component of the change in fair value of the hedged items (i.e., hedged layers of AFS debt securities), and were designated and qualified as portfolio layer method fair value hedges under ASC Topic 815, Derivatives and Hedging.

The last of the fair value hedges is scheduled to expire in October 2042.

For AFS securities that are included in a fair value hedge relationship, changes in fair value related to changes to the benchmark interest rate on AFS securities are immediately recognized into interest income in the Consolidated Statements of Income, and are offset by the change in the fair value of the interest rate swap derivatives.

Changes in fair value of the AFS securities that are unrelated to interest rate risk are recorded in OCI as net unrealized gains (losses) on AFS securities.

Throughout the life of the hedges, basis adjustments are maintained at the portfolio level and are allocated to individual assets only under certain circumstances.

These circumstances include instances where the portfolio amount falls below the hedged layer amounts, or in cases of voluntary de-designation.

The cumulative fair value hedge basis adjustments included in the carrying amount of hedged assets are reversed through the Consolidated Statements of Income in future periods as an adjustment to yield.

All swaps involved in fair value hedges have been determined to be effective.

The following table presents the amortized cost and cumulative basis adjustment for closed portfolios of securities used to designate fair value hedging relationships (in thousands):

As of September 30, 2025

AFS securities:

Amortized cost (excluding fair value hedge basis adjustment) $ 651,231

Fair value hedge basis adjustment ( 341 )

The table below presents the effects of fair value hedges on net interest income, as well as their location on the Consolidated Statements of Income (in thousands):

Location of Gain/(Loss) Recognized in Income Three Months Ended

September 30, 2025 Nine Months Ended

September 30, 2025

AFS securities:

Gain recognized on derivatives Interest income - debt securities $ 288 $ 288

Loss recognized on hedged items Interest income - debt securities ( 341 ) ( 341 )

Net loss recognized on fair value hedges Interest income - debt securities $ ( 53 ) $ ( 53 )

Derivatives Not Designated as Hedging Instruments and Designated as Hedging Instruments

The table below presents the notional amount and fair value of derivatives designated and not designated as hedging instruments, as well as their location on the Consolidated Statements of Financial Condition (in thousands):

1 unchanged sentence

Other assets Other liabilities

As of June 30, 2025

As of September 30, 2025

Derivatives Not Designated as Hedging Instruments

Interest rate swaps and cap contracts $ 1,456,192 $ 55,454 $ 55,499

Derivatives Designated as Cash Flow Hedge

Interest rate swap contract 100,000 — 68

Derivatives Designated as Hedging Instruments

Interest rate swap contract - cash flow hedge 100,000 5 —

Interest rate swap contracts - fair value hedge 650,926 1,237 950

Total Derivatives $ 2,207,118 $ 56,696 $ 56,449

5 unchanged sentences

Total Derivatives $ 1,568,022 $ 91,352 $ 91,483

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

Credit Risk-Related Contingent Features

2 unchanged sentences

This requirement is dependent on certain specified credit measures.

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.

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

The amount of collateral received from third parties was $ 47.2 million and $ 93.3 million at September 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 $ 61.2 million and $ 91.5 million at June 30, 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 $ 56.4 million and $ 91.5 million at September 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):

June 30, December 31,

September 30, December 31,

Lease ROU Assets Classification

7 unchanged sentences

Total lease liabilities $ 19,492 $ 18,535

(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.

(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $ 1.0 million and $ 4.4 million at September 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.

June 30, December 31,

September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

28 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 June 30, 2025 and December 31, 2024 consisted of the following (in thousands):

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 40,213 $ 21,642

3 unchanged sentences

Net assets $ 2,225 $ 2,766

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

Subsequent Events

On October 29, 2025, the Company completed its offering of $ 185 million of 6.375 % fixed-to-floating rate subordinated notes due 2035.

The net proceeds of approximately $ 181.9 million will be used to repay existing indebtedness, including the redemption in full of the Company’s subordinated notes due May 15, 2030, of which $ 125.0 million in principal amount is currently outstanding, to support growth initiatives at the Company’s subsidiaries, including the Bank, and for general corporate purposes.

OTHER INFORMATION

3 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