Item 4. Controls and Procedures
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective. Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
19
Table of Contents
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
September 30, December 31,
2025 2024
(Unaudited)
Assets
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 $ 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
Equity investments 90,731 84,104
Restricted equity investments, at cost 142,398 108,634
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
Loans held-for-sale 17,766 21,211
Interest and dividends receivable 47,606 45,914
Other real estate owned 7,498 1,811
Premises and equipment, net 112,449 115,256
Bank owned life insurance 269,136 270,208
Goodwill 523,308 523,308
Intangibles 9,934 12,680
Other assets 158,547 185,702
Total assets $ 14,324,664 $ 13,421,247
Liabilities and Stockholders’ Equity
Deposits $ 10,435,994 $ 10,066,342
Federal Home Loan Bank (“FHLB”) advances 1,705,585 1,072,611
Securities sold under agreements to repurchase with customers 64,869 60,567
Other borrowings 198,138 197,546
Advances by borrowers for taxes and insurance 23,708 23,031
Other liabilities 242,943 298,393
Total liabilities 12,671,237 11,718,490
Stockholders’ equity:
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
— 1
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
625 613
Additional paid-in capital 1,116,335 1,168,321
Retained earnings 660,974 641,727
Accumulated other comprehensive loss ( 8,788 ) ( 15,853 )
Less: Unallocated common stock held by Employee Stock Ownership Plan ("ESOP") ( 1,611 ) ( 2,542 )
Treasury stock, 5,522,574 and 4,118,321 shares at September 30, 2025 and December 31, 2024, respectively
( 114,998 ) ( 90,617 )
OceanFirst Financial Corp. stockholders’ equity 1,652,537 1,701,650
Non-controlling interest 890 1,107
Total stockholders’ equity 1,653,427 1,702,757
Total liabilities and stockholders’ equity $ 14,324,664 $ 13,421,247
See accompanying Notes to Unaudited Consolidated Financial Statements.
20
Table of Contents
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
(Unaudited) (Unaudited)
Interest income:
Loans $ 141,847 $ 136,635 $ 410,344 $ 409,805
Debt securities 17,156 19,449 50,376 58,349
Equity investments and other 3,191 5,441 10,002 14,399
Total interest income 162,194 161,525 470,722 482,553
Interest expense:
Deposits 53,246 62,318 156,565 182,244
Borrowed funds 18,291 16,988 49,212 49,603
Total interest expense 71,537 79,306 205,777 231,847
Net interest income 90,657 82,219 264,945 250,706
Provision for credit losses 4,092 517 12,471 4,222
Net interest income after provision for credit losses 86,565 81,702 252,474 246,484
Other income (loss):
Bankcard services revenue 1,663 1,615 4,745 4,602
Trust and asset management revenue 384 384 1,164 1,329
Fees and service charges 5,190 6,096 14,871 15,584
Net gain on sales of loans 900 505 2,935 1,282
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
Commercial loan swap income 1,703 414 2,530 793
Other 482 2,471 3,008 4,768
Total other income 12,304 14,684 35,290 37,955
Operating expenses:
Compensation and employee benefits 41,387 35,844 118,369 101,739
Occupancy 6,098 5,157 17,049 15,531
Equipment 931 1,026 2,721 3,224
Marketing 1,538 1,385 4,187 3,550
Federal deposit insurance and regulatory assessments 2,616 2,618 8,497 8,438
Data processing 7,164 5,940 20,619 17,914
Check card processing 1,170 1,153 3,496 3,278
Professional fees 3,467 1,970 10,228 6,863
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
Total operating expenses 76,327 63,736 212,095 181,028
Income before provision for income taxes 22,542 32,650 75,669 103,411
Provision for income taxes 5,156 7,464 17,735 25,183
Net income 17,386 25,186 57,934 78,228
Net income attributable to non-controlling interest 56 70 49 72
Net income attributable to OceanFirst Financial Corp. 17,330 25,116 57,885 78,156
Dividends on preferred shares — 1,004 2,008 3,012
Loss on redemption of preferred stock — — 1,842 —
Net income available to common stockholders $ 17,330 $ 24,112 $ 54,035 $ 75,144
Basic earnings per share $ 0.30 $ 0.42 $ 0.94 $ 1.29
Diluted earnings per share $ 0.30 $ 0.42 $ 0.94 $ 1.29
Average basic shares outstanding 57,031 58,065 57,599 58,405
Average diluted shares outstanding 57,036 58,068 57,602 58,407
See accompanying Notes to Unaudited Consolidated Financial Statements.
21
Table of Contents
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
(Unaudited) (Unaudited)
Net income $ 17,386 $ 25,186 $ 57,934 $ 78,228
Other comprehensive income:
Net unrealized gain on debt securities (net of tax expense of $ 804 and $ 2,134 in 2025 and $ 1,225 and $ 2,569 in 2024, respectively)
2,530 3,847 6,696 8,066
Accretion of unrealized loss on debt securities reclassified to held-to-maturity (net of tax expense of $ 41 and $ 159 in 2025 and $ 43 and $ 125 in 2024, respectively)
56 62 229 180
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 )
Reclassification adjustment for losses included in net income (net of tax expense of $ 21 and $ 76 in 2025 and $ 80 and $ 270 in 2024, respectively)
72 254 242 849
Total other comprehensive income, net of tax 2,649 5,000 7,065 8,677
Total comprehensive income 20,035 30,186 64,999 86,905
Less: comprehensive income attributable to non-controlling interest 56 70 49 72
Comprehensive income attributable to OceanFirst Financial Corp. 19,979 30,116 64,950 86,833
Less: dividends on preferred shares — 1,004 2,008 3,012
Less: loss on redemption of preferred stock — — 1,842 —
Total comprehensive income available to common stockholders $ 19,979 $ 29,112 $ 61,100 $ 83,821
See accompanying Notes to Unaudited Consolidated Financial Statements.
22
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(dollars in thousands, except per share amounts)
(Unaudited)
For the Three Months Ended September 30, 2025 and 2024
Preferred
Stock Common
Stock Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
(Loss) Income Employee
Stock
Ownership
Plan Treasury
Stock Non-Controlling Interest Total
Balance at 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
Other comprehensive income, net of tax — — — — 5,000 — — — 5,000
Stock compensation — — 1,383 — — — — — 1,383
Allocation of ESOP stock — — ( 27 ) — — 309 — — 282
Cash dividend - $ 0.20 per share
— — — ( 11,657 ) — — — — ( 11,657 )
Exercise of stock options — — 48 — — — — — 48
Repurchase 87,324 shares of common stock
— — 1 — — — ( 1,400 ) — ( 1,399 )
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
Net income — — — 17,330 — — — 56 17,386
Other comprehensive income, net of tax — — — — 2,649 — — — 2,649
Stock compensation — — 869 — — — — — 869
Allocation of ESOP stock — — ( 17 ) — — 311 — — 294
Cash dividend - $ 0.20 per share
— — — ( 11,451 ) — — — — ( 11,451 )
Exercise of stock options — — 42 — — — — — 42
Repurchase of 2,308 shares of common stock
— — — — — — ( 42 ) — ( 42 )
Balance at September 30, 2025 $ — $ 625 $ 1,116,335 $ 660,974 $ ( 8,788 ) $ ( 1,611 ) $ ( 114,998 ) $ 890 $ 1,653,427
23
Table of Contents
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(dollars in thousands, except per share amounts)
(Unaudited)
For the Nine Months Ended September 30, 2025 and 2024
Preferred
Stock Common
Stock Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
(Loss) Income Employee
Stock
Ownership
Plan Treasury
Stock Non-Controlling Interest Total
Balance at December 31, 2023 $ 1 $ 613 $ 1,161,755 $ 592,542 $ ( 20,862 ) $ ( 3,780 ) $ ( 69,106 ) $ 782 $ 1,661,945
Net income — — — 78,156 — — — 72 78,228
Other comprehensive income, net of tax — — — — 8,677 — — — 8,677
Stock compensation — — 4,515 — — — — — 4,515
Allocation of ESOP stock — — ( 130 ) — — 928 — — 798
Cash dividend - $ 0.60 per share
— — — ( 35,210 ) — — — — ( 35,210 )
Exercise of stock options — — 48 — — — — — 48
Repurchase 1,383,238 shares of common stock
— — 30 — — — ( 21,511 ) — ( 21,481 )
Preferred stock dividend — — — ( 3,012 ) — — — — ( 3,012 )
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 — — — 57,885 — — — 49 57,934
Other comprehensive income, net of tax — — — — 7,065 — — — 7,065
Stock compensation — 12 3,403 — — — — — 3,415
Allocation of ESOP stock — — ( 71 ) — — 931 — — 860
Cash dividend - $ 0.60 per share
— — — ( 34,788 ) — — — — ( 34,788 )
Exercise of stock options — — 178 — — — — — 178
Repurchase 1,404,253 shares of common stock
— — 31 — — — ( 24,381 ) — ( 24,350 )
Preferred stock dividend — — — ( 2,008 ) — — — — ( 2,008 )
Redemption of preferred stock ( 1 ) — ( 55,527 ) ( 1,842 ) — — — — ( 57,370 )
Distributions to non-controlling interest — — — — — — — ( 266 ) ( 266 )
Balance at 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.
24
Table of Contents
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
For the Nine Months Ended September 30,
2025 2024
(Unaudited)
Cash flows from operating activities:
Net income $ 57,934 $ 78,228
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment 7,697 8,277
Allocation of ESOP stock 860 798
Stock compensation 3,415 4,515
Net excess tax expense on stock compensation 195 365
Amortization of servicing asset 295 261
Net (discount) premium amortization in excess of discount accretion on securities ( 366 ) 561
Net amortization of deferred costs on borrowings 239 463
Amortization of intangibles 2,746 2,457
Net accretion of purchase accounting adjustments ( 1,220 ) ( 2,826 )
Net amortization of deferred fees/costs and premiums/discounts on loans ( 7,058 ) ( 1,574 )
Provision for credit losses 12,471 4,222
Net loss (gain) on sale of fixed assets 2 ( 131 )
Net loss on sales of available-for-sale securities 64 106
Net gain on equity investments ( 686 ) ( 4,230 )
Net gain on sales of loans ( 2,935 ) ( 1,282 )
Proceeds from sales of residential loans held for sale 396,092 141,588
Residential loans originated for sale ( 389,712 ) ( 158,176 )
Write down of other real estate owned 198 —
Increase in value of bank owned life insurance ( 5,412 ) ( 4,796 )
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 in other assets 34,662 19,330
(Decrease) increase in other liabilities ( 56,556 ) ( 43,849 )
Total adjustments ( 6,726 ) ( 30,788 )
Net cash provided by operating activities 51,208 47,440
Cash flows from investing activities:
Net (increase) decrease in loans receivable ( 426,420 ) 173,444
Proceeds from sales of non-performing loans 6,361 —
Purchase of loan pools ( 26,859 ) —
Discounts received on purchased loan pool 2,562 —
Purchase of debt securities available-for-sale ( 757,723 ) ( 243,795 )
Purchase of debt securities held-to-maturity — ( 6,971 )
Purchase of equity investments ( 6,620 ) ( 3,032 )
Proceeds from maturities and calls of debt securities available-for-sale 5,600 15,870
Proceeds from maturities and calls of debt securities held-to-maturity 44,458 19,202
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
Principal repayments on debt securities held-to-maturity 83,819 73,799
Proceeds from bank owned life insurance 6,484 2,156
Proceeds from the redemption of restricted equity investments 209,026 71,927
Purchases of restricted equity investments ( 242,790 ) ( 76,706 )
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 consideration paid for acquisition — ( 1,000 )
Net cash (used in) provided by investing activities ( 788,263 ) 114,998
25
Table of Contents
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in thousands)
For the Nine Months Ended September 30,
2025 2024
(Unaudited)
Cash flows from financing activities:
Increase (decrease) in deposits $ 369,654 $ ( 318,686 )
Increase in short-term borrowings 4,247 7,949
Net proceeds from FHLB advances 632,974 43,224
Net proceeds from other borrowings — 222,662
Increase in advances by borrowers for taxes and insurance 677 4,875
Exercise of stock options 178 48
Payment of employee taxes withheld from stock awards and phantom stock units ( 1,383 ) ( 2,354 )
Purchase of treasury stock ( 24,350 ) ( 21,481 )
Dividends paid ( 36,796 ) ( 38,222 )
Redemption of preferred stock ( 57,370 ) —
Distributions to non-controlling interest ( 266 ) —
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
Cash and due from banks and restricted cash at beginning of period 123,615 153,718
Cash and due from banks and restricted cash at end of period $ 274,125 $ 214,171
Supplemental Disclosure of Cash Flow Information:
Cash and due from banks at beginning of period $ 123,615 $ 153,718
Restricted cash at beginning of period — —
Cash and due from banks and restricted cash at beginning of period $ 123,615 $ 153,718
Cash and due from banks at end of period $ 274,125 $ 214,171
Restricted cash at end of period — —
Cash and due from banks and restricted cash at end of period $ 274,125 $ 214,171
Cash paid during the period for:
Interest $ 205,654 $ 219,314
Income taxes 17,661 26,890
Non-cash activities:
Accretion of unrealized loss on securities reclassified to held-to-maturity 388 305
Net loan charge-offs 3,471 1,713
Transfer of securities from held-to-maturity to available-for-sale — 500
Transfer of loans receivable to other real estate owned 6,797 —
Transfer of loans receivable to loans held-for-sale 6,361 —
See accompanying Notes to Unaudited Consolidated Financial Statements.
26
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
Note 1. Basis of Presentation
The consolidated financial statements include the accounts of: OceanFirst Financial Corp. (the “Company”); its wholly-owned subsidiaries, OceanFirst Bank N.A. (the “Bank”) and OceanFirst Risk Management, Inc.; the Bank’s direct and indirect wholly-owned subsidiaries, OceanFirst REIT Holdings, Inc., OceanFirst Management Corp., OceanFirst Realty Corp., Casaba Real Estate Holdings Corporation, Country Property Holdings, Inc., OFB Acquisition LLC; Spring Garden Capital Group, LLC (and its subsidiaries), and a majority controlling interest in Trident Abstract Title Agency, LLC (“Trident”). All significant intercompany accounts and transactions have been eliminated in consolidation.
The interim consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three 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.
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. Collectively, these two loan portfolios are referred to as ‘Commercial and industrial’ loans.
Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Segment Reporting
The Company’s operations are solely in the financial services industry and provide a range of regional community banking services to retail and commercial customers. The Company operates throughout New Jersey and in the major metropolitan areas between Massachusetts and Virginia.
Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”). The CODM makes operating decisions and manages the activities of the business on a consolidated basis. Therefore, management concluded the Company has a single operating segment, and therefore one reportable segment.
Further, the CODM allocates resources and assesses performance based on an ongoing review of the Company’s consolidated financial results. Specifically, the CODM reviews net income, reported within the consolidated statements of income, along with information in 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.
27
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 2. Earnings per Share
The following reconciles shares outstanding for basic and diluted earnings per share for the three 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
Weighted average shares outstanding 57,387 58,439 57,982 58,770
Less: Unallocated ESOP shares ( 90 ) ( 157 ) ( 107 ) ( 173 )
Unallocated incentive award shares ( 266 ) ( 217 ) ( 276 ) ( 192 )
Average basic shares outstanding 57,031 58,065 57,599 58,405
Add: Effect of dilutive securities:
Incentive awards 5 3 3 2
Average diluted shares outstanding 57,036 58,068 57,602 58,407
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.
28
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 3. Securities
The amortized cost, estimated fair value, and allowance for securities credit losses of debt securities available-for-sale and held-to-maturity at September 30, 2025 and December 31, 2024 are as follows (in thousands):
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair
Value Allowance for Securities Credit Losses
At September 30, 2025
Debt securities available-for-sale:
U.S. 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 —
Asset-backed securities 129,623 195 ( 27 ) 129,791 —
Mortgage-backed securities (“MBS”):
Agency residential 874,956 1,139 ( 4,712 ) 871,383 —
Agency commercial 108,333 — ( 9,931 ) 98,402 —
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 $ —
Debt securities held-to-maturity:
State and municipal debt obligations $ 168,446 $ 295 $ ( 10,220 ) $ 158,521 $ ( 25 )
Corporate debt securities 53,699 148 ( 1,271 ) 52,576 ( 798 )
Mortgage-backed securities:
Agency residential 611,238 1,438 ( 48,937 ) 563,739 —
Agency commercial 78,304 7 ( 5,383 ) 72,928 —
Non-agency commercial 9,015 1 ( 230 ) 8,786 ( 145 )
Total mortgage-backed securities 698,557 1,446 ( 54,550 ) 645,453 ( 145 )
Total debt securities held-to-maturity $ 920,702 $ 1,889 $ ( 66,041 ) $ 856,550 $ ( 968 )
Total debt securities $ 2,193,157 $ 8,704 $ ( 83,731 ) $ 2,118,130 $ ( 968 )
At December 31, 2024
Debt securities available-for-sale:
U.S. government and agency obligations $ 62,396 $ 11 $ ( 5,022 ) $ 57,385 $ —
Corporate debt securities 14,042 43 ( 762 ) 13,323 —
Asset-backed securities 197,116 235 ( 84 ) 197,267 —
Mortgage-backed securities:
Agency residential 465,108 1,256 ( 801 ) 465,563 —
Agency commercial 108,610 — ( 14,648 ) 93,962 —
Total mortgage-backed securities 573,718 1,256 ( 15,449 ) 559,525 —
Total debt securities available-for-sale $ 847,272 $ 1,545 $ ( 21,317 ) $ 827,500 $ —
Debt securities held-to-maturity:
State and municipal debt obligations $ 201,369 $ 199 $ ( 13,665 ) $ 187,903 $ ( 31 )
Corporate debt securities 65,350 775 ( 1,416 ) 64,709 ( 734 )
Mortgage-backed securities:
Agency residential 680,052 44 ( 73,110 ) 606,986 —
Agency commercial 79,925 1 ( 5,878 ) 74,048 —
Non-agency commercial 20,146 — ( 875 ) 19,271 ( 202 )
Total mortgage-backed securities 780,123 45 ( 79,863 ) 700,305 ( 202 )
Total debt securities held-to-maturity $ 1,046,842 $ 1,019 $ ( 94,944 ) $ 952,917 $ ( 967 )
Total debt securities $ 1,894,114 $ 2,564 $ ( 116,261 ) $ 1,780,417 $ ( 967 )
(1) Refer to Note 8, Derivatives and Hedging Activities for additional information.
29
Table of Contents
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 nine months ended September 30, 2025 and 2024 (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Allowance for securities credit losses
Beginning balance $ ( 809 ) $ ( 958 ) $ ( 967 ) $ ( 1,133 )
(Provision) benefit for credit losses ( 159 ) 56 ( 1 ) 231
Total ending allowance balance $ ( 968 ) $ ( 902 ) $ ( 968 ) $ ( 902 )
The Company monitors the credit quality of debt securities held-to-maturity on a quarterly basis through the use of internal credit analysis supplemented by external credit ratings. Credit ratings of BBB- or Baa3 or higher are considered investment grade. Where multiple ratings are available, the Company considers the lowest rating when determining the allowance for securities credit losses. Under this approach, the amortized cost of debt securities held-to-maturity at September 30, 2025, aggregated by credit quality indicator, are as follows (in thousands):
Investment Grade Non-Investment Grade/Non-rated Total
As of September 30, 2025
State and municipal debt obligations $ 168,446 $ — $ 168,446
Corporate debt securities 40,072 13,627 53,699
Non-agency commercial MBS 9,015 — 9,015
Total debt securities held-to-maturity $ 217,533 $ 13,627 $ 231,160
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 September 30, 2025 by contractual maturity are shown below (in thousands):
September 30, 2025 Amortized
Cost (1)
Estimated
Fair Value
Less than one year $ 23,098 $ 22,892
Due after one year through five years 175,115 169,392
Due after five years through ten years 114,508 112,981
Due after ten years 198,931 197,627
$ 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 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.
30
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The estimated fair value and unrealized losses for debt securities available-for-sale and held-to-maturity at 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
Estimated
Fair
Value Unrealized
Losses (1)
Estimated
Fair
Value Unrealized
Losses (1)
Estimated
Fair
Value Unrealized
Losses (1)
At September 30, 2025
Debt securities available-for-sale:
U.S. government and agency obligations $ — $ — $ 52,101 $ ( 3,092 ) $ 52,101 $ ( 3,092 )
Corporate debt securities 2,499 ( 1 ) 4,731 ( 268 ) 7,230 ( 269 )
Asset-backed securities 26,067 ( 27 ) — — 26,067 ( 27 )
MBS:
Agency residential 508,559 ( 4,641 ) 64,646 ( 71 ) 573,205 ( 4,712 )
Agency commercial 493 ( 1 ) 97,909 ( 9,930 ) 98,402 ( 9,931 )
Total MBS 509,052 ( 4,642 ) 162,555 ( 10,001 ) 671,607 ( 14,643 )
Total debt securities available-for-sale 537,618 ( 4,670 ) 219,387 ( 13,361 ) 757,005 ( 18,031 )
Debt securities held-to-maturity:
State and municipal debt obligations 1,486 ( 5 ) 144,190 ( 10,215 ) 145,676 ( 10,220 )
Corporate debt securities 2,864 ( 754 ) 18,867 ( 517 ) 21,731 ( 1,271 )
MBS:
Agency residential 2,365 — 463,352 ( 48,937 ) 465,717 ( 48,937 )
Agency commercial 178 — 71,950 ( 5,383 ) 72,128 ( 5,383 )
Non-agency commercial — — 7,785 ( 230 ) 7,785 ( 230 )
Total MBS 2,543 — 543,087 ( 54,550 ) 545,630 ( 54,550 )
Total debt securities held-to-maturity 6,893 ( 759 ) 706,144 ( 65,282 ) 713,037 ( 66,041 )
Total debt securities $ 544,511 $ ( 5,429 ) $ 925,531 $ ( 78,643 ) $ 1,470,042 $ ( 84,072 )
At December 31, 2024
Debt securities available-for-sale:
U.S. government and agency obligations $ 3,221 $ — $ 49,538 $ ( 5,022 ) $ 52,759 $ ( 5,022 )
Corporate debt securities 4,793 ( 55 ) 6,029 ( 707 ) 10,822 ( 762 )
Asset-backed securities 31,588 ( 21 ) 59,148 ( 63 ) 90,736 ( 84 )
MBS:
Agency residential 202,961 ( 801 ) — — 202,961 ( 801 )
Agency commercial — — 93,962 ( 14,648 ) 93,962 ( 14,648 )
Total MBS 202,961 ( 801 ) 93,962 ( 14,648 ) 296,923 ( 15,449 )
Total debt securities available-for-sale 242,563 ( 877 ) 208,677 ( 20,440 ) 451,240 ( 21,317 )
Debt securities held-to-maturity:
State and municipal debt obligations 7,098 ( 176 ) 169,434 ( 13,489 ) 176,532 ( 13,665 )
Corporate debt securities 1,247 ( 219 ) 25,518 ( 1,197 ) 26,765 ( 1,416 )
MBS:
Agency residential 114,557 ( 1,647 ) 479,847 ( 71,463 ) 594,404 ( 73,110 )
Agency commercial 3,894 ( 20 ) 69,912 ( 5,858 ) 73,806 ( 5,878 )
Non-agency commercial — — 19,271 ( 875 ) 19,271 ( 875 )
Total MBS 118,451 ( 1,667 ) 569,030 ( 78,196 ) 687,481 ( 79,863 )
Total debt securities held-to-maturity 126,796 ( 2,062 ) 763,982 ( 92,882 ) 890,778 ( 94,944 )
Total debt securities $ 369,359 $ ( 2,939 ) $ 972,659 $ ( 113,322 ) $ 1,342,018 $ ( 116,261 )
(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.
31
Table of Contents
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. There were no defaults on principal or interest payments, and no interest payments were deferred. Based on management’s analysis of each individual security, the issuers appear to have the ability to meet debt service requirements over the life of the security. Furthermore, the net unrealized losses were primarily due to changes in the general credit and interest rate environment and not credit quality. Additionally, the Company has not utilized securities sales as a source of liquidity and the Company’s liquidity plans include adequate sources of liquidity outside securities sales.
Equity Investments
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 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 (loss) gain on equity investments $ ( 7 ) $ 1,420 $ 686 $ 4,230
Less: Net gains recognized on equity investments sold 352 — 352 —
Unrealized (losses) gains recognized on equity investments still held $ ( 359 ) $ 1,420 $ 334 $ 4,230
Note 4. Loans Receivable, Net
Loans receivable, net at September 30, 2025 and December 31, 2024 consisted of the following (in thousands):
September 30, December 31,
2025 2024
Commercial:
Commercial real estate – investor $ 5,211,220 $ 5,287,683
Commercial and industrial:
Commercial and industrial – real estate 997,122 902,219
Commercial and industrial – non-real estate 998,860 647,945
Total commercial and industrial 1,995,982 1,550,164
Total commercial 7,207,202 6,837,847
Consumer:
Residential real estate 3,135,200 3,049,763
Home equity loans and lines and other consumer (“other consumer”) 215,581 230,462
Total consumer 3,350,781 3,280,225
Total loans receivable 10,557,983 10,118,072
Deferred origination costs, net of fees 13,105 10,964
Allowance for loan credit losses ( 81,236 ) ( 73,607 )
Total loans receivable, net $ 10,489,852 $ 10,055,429
The Company categorizes all loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, and current economic trends, among other factors. The Company evaluates risk ratings on an ongoing basis. The Company uses the following definitions for risk ratings:
Pass : Loans classified as Pass are well protected by the paying capacity and net worth of the borrower.
Special Mention : Loans classified as Special Mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.
Substandard : Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that
32
Table of Contents
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.
Doubtful : Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
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
September 30, 2025
Commercial real estate - investor
Pass $ 327,577 $ 65,391 $ 167,114 $ 1,161,036 $ 1,259,394 $ 1,511,048 $ 632,889 $ 5,124,449
Special Mention 167 — — 2,945 — 8,769 2,536 14,417
Substandard — 85 — 20,916 298 42,108 8,947 72,354
Total commercial real estate - investor 327,744 65,476 167,114 1,184,897 1,259,692 1,561,925 644,372 5,211,220
Commercial and industrial:
Commercial and industrial - real estate
Pass 164,415 77,001 59,831 130,265 81,689 424,945 46,448 984,594
Special Mention — — — — — 753 — 753
Substandard — — — — — 11,766 9 11,775
Total commercial and industrial - real estate 164,415 77,001 59,831 130,265 81,689 437,464 46,457 997,122
Commercial and industrial - non-real estate
Pass 217,889 191,599 43,435 31,625 9,110 53,456 436,298 983,412
Special Mention 43 85 — — — — — 128
Substandard — 245 573 838 676 1,765 11,223 15,320
Total commercial and industrial - non-real estate 217,932 191,929 44,008 32,463 9,786 55,221 447,521 998,860
Total commercial and industrial 382,347 268,930 103,839 162,728 91,475 492,685 493,978 1,995,982
Residential real estate (1)
Pass 308,198 255,431 226,780 516,548 759,508 1,061,702 — 3,128,167
Special Mention 511 204 — — 870 1,536 — 3,121
Substandard — 1,032 1,278 341 445 816 — 3,912
Total residential real estate 308,709 256,667 228,058 516,889 760,823 1,064,054 — 3,135,200
Other consumer (1)
Pass 20,398 24,914 23,795 15,075 15,416 99,413 14,605 213,616
Special Mention — 193 — 152 — 208 — 553
Substandard — — 95 36 — 1,281 — 1,412
Total other consumer 20,398 25,107 23,890 15,263 15,416 100,902 14,605 215,581
Total loans $ 1,039,198 $ 616,180 $ 522,901 $ 1,879,777 $ 2,127,406 $ 3,219,566 $ 1,152,955 $ 10,557,983
(1) For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.
33
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
2024 2023 2022 2021 2020 2019 and prior Revolving lines of credit Total
December 31, 2024
Commercial real estate - investor
Pass $ 75,225 $ 140,863 $ 1,142,790 $ 1,290,047 $ 510,906 $ 1,264,536 $ 750,607 $ 5,174,974
Special Mention 15 — 21,285 — — 18,225 4,477 44,002
Substandard 95 8 3,784 — 6,111 44,636 14,073 68,707
Total commercial real estate - investor 75,335 140,871 1,167,859 1,290,047 517,017 1,327,397 769,157 5,287,683
Commercial and industrial:
Commercial and industrial - real estate
Pass 82,104 62,799 140,578 90,720 40,746 442,685 31,776 891,408
Special Mention — — — — — 2,918 — 2,918
Substandard — — — — 256 7,503 134 7,893
Total commercial and industrial - real estate 82,104 62,799 140,578 90,720 41,002 453,106 31,910 902,219
Commercial and industrial - non-real estate
Pass 81,867 30,084 35,469 14,276 3,873 180,695 278,217 624,481
Special Mention — 4,735 — — 235 16 96 5,082
Substandard — 4,326 1,019 749 — 256 12,032 18,382
Total commercial and industrial - non-real estate 81,867 39,145 36,488 15,025 4,108 180,967 290,345 647,945
Total commercial and industrial 163,971 101,944 177,066 105,745 45,110 634,073 322,255 1,550,164
Residential real estate (1)
Pass 277,009 270,225 547,093 796,790 366,649 783,204 — 3,040,970
Special Mention — 92 224 449 — 1,476 — 2,241
Substandard 215 415 1,583 445 — 3,894 — 6,552
Total residential real estate 277,224 270,732 548,900 797,684 366,649 788,574 — 3,049,763
Other consumer (1)
Pass 27,316 27,596 17,029 16,511 10,694 107,045 21,991 228,182
Special Mention — — — 62 — 219 — 281
Substandard — 97 18 343 — 1,541 — 1,999
Total other consumer 27,316 27,693 17,047 16,916 10,694 108,805 21,991 230,462
Total loans $ 543,846 $ 541,240 $ 1,910,872 $ 2,210,392 $ 939,470 $ 2,858,849 $ 1,113,403 $ 10,118,072
(1) For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.
34
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
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
Commercial
Real Estate –
Investor Commercial and Industrial - Real Estate Commercial
and
Industrial - Non-Real Estate Residential
Real Estate Other Consumer Total
For the three months ended 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
(Benefit) provision for credit losses ( 1,652 ) 375 4,084 ( 341 ) 121 2,587
Charge-offs ( 369 ) — ( 347 ) ( 27 ) ( 107 ) ( 850 )
Recoveries — 3 191 3 36 233
Balance at end of period $ 30,905 $ 4,312 $ 18,750 $ 26,205 $ 1,064 $ 81,236
For the three months ended September 30, 2024
Allowance for credit losses on loans
Balance at beginning of period $ 27,853 $ 3,931 $ 7,915 $ 27,833 $ 1,307 $ 68,839
Provision (benefit) for credit losses 3,074 ( 220 ) 1,767 ( 4,564 ) 82 139
Charge-offs — — — ( 35 ) ( 89 ) ( 124 )
Recoveries 123 4 2 29 54 212
Balance at end of period $ 31,050 $ 3,715 $ 9,684 $ 23,263 $ 1,354 $ 69,066
For the nine months ended September 30, 2025
Allowance for credit losses on loans
Balance at beginning of period $ 30,780 $ 3,817 $ 10,471 $ 27,587 $ 952 $ 73,607
Provision (benefit) for credit losses 2,184 478 8,400 ( 290 ) 328 11,100
Charge-offs ( 2,214 ) — ( 347 ) ( 1,119 ) ( 383 ) ( 4,063 )
Recoveries 155 17 226 27 167 592
Balance at end of period $ 30,905 $ 4,312 $ 18,750 $ 26,205 $ 1,064 $ 81,236
For the nine months ended September 30, 2024
Allowance for credit losses on loans
Balance at beginning of period $ 27,899 $ 4,354 $ 6,867 $ 27,029 $ 988 $ 67,137
Provision (benefit) for credit losses 4,671 ( 668 ) 2,808 ( 3,913 ) 744 3,642
Charge-offs
( 1,646 ) — — ( 35 ) ( 484 ) ( 2,165 )
Recoveries 126 29 9 182 106 452
Balance at end of period $ 31,050 $ 3,715 $ 9,684 $ 23,263 $ 1,354 $ 69,066
The following tables summarize gross charge-offs by vintage (in thousands):
2024 2023 2022 2021 2020 and prior Total
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 )
Other consumer — — — — ( 107 ) ( 107 )
Total charge-offs $ ( 442 ) $ ( 301 ) $ — $ — $ ( 107 ) $ ( 850 )
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 )
Other consumer — — — — ( 383 ) ( 383 )
Total charge-offs $ ( 688 ) $ ( 1,921 ) $ ( 285 ) $ ( 368 ) $ ( 801 ) $ ( 4,063 )
35
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
2023 2021 2019 and prior Total
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 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 )
Total charge-offs $ ( 33 ) $ ( 46 ) $ ( 2,086 ) $ ( 2,165 )
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 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 $ 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,
2025 2024
Commercial real estate – investor $ 23,570 $ 17,000
Commercial and industrial:
Commercial and industrial - real estate 7,469 4,787
Commercial and industrial - non-real estate 394 32
Total commercial and industrial 7,863 4,819
Residential real estate (1)
7,334 10,644
Other consumer (1)
2,496 3,064
Total non-performing loans $ 41,263 $ 35,527
(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.
36
Table of Contents
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 September 30, 2025 and December 31, 2024 by loan portfolio segment (in thousands):
30-59
Days
Past Due 60-89
Days
Past Due 90 Days or Greater
Past Due Total
Past Due Loans Not
Past Due Total
September 30, 2025
Commercial real estate – investor $ 4,126 $ 2,161 $ 18,513 $ 24,800 $ 5,186,420 $ 5,211,220
Commercial and industrial:
Commercial and industrial - real estate 925 — 3,935 4,860 992,262 997,122
Commercial and industrial - non-real estate 5,273 89 326 5,688 993,172 998,860
Total commercial and industrial 6,198 89 4,261 10,548 1,985,434 1,995,982
Residential real estate 2,100 2,994 3,912 9,006 3,126,194 3,135,200
Other consumer 1,616 533 1,410 3,559 212,022 215,581
Total loans $ 14,040 $ 5,777 $ 28,096 $ 47,913 $ 10,510,070 $ 10,557,983
December 31, 2024
Commercial real estate – investor $ 4,624 $ 8,880 $ 10,877 $ 24,381 $ 5,263,302 $ 5,287,683
Commercial and industrial:
Commercial and industrial - real estate 941 — 1,392 2,333 899,886 902,219
Commercial and industrial - non-real estate 3 — 16 19 647,926 647,945
Total commercial and industrial 944 — 1,408 2,352 1,547,812 1,550,164
Residential real estate 18,518 2,242 6,551 27,311 3,022,452 3,049,763
Other consumer 1,060 282 1,999 3,341 227,121 230,462
Total loans $ 25,146 $ 11,404 $ 20,835 $ 57,385 $ 10,060,687 $ 10,118,072
Loan Modifications to Borrowers Experiencing Financial Difficulty
In accordance with Accounting Standards Update (“ASU”) 2022-02, the Company has modified and may modify in the future certain loans to borrowers experiencing financial difficulty. These modifications may include a reduction in interest rate, an extension in term, principal forgiveness and/or other than insignificant payment delay. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount, and the allowance for credit losses is subsequently adjusted by an amount equal to the total loss rate as applied to the reduced amortized cost basis. As of 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 September 30, 2025
Residential real estate $ 246 $ — $ 246 0.01 %
$ 246 $ — $ 246 — %
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 %
37
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
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 September 30, 2024
$ — $ — $ — $ — $ — — %
For the nine months ended September 30, 2024
Commercial real estate – investor $ — $ 4,878 $ 7,000 $ — $ 11,878 0.23 %
Commercial and industrial – real estate — — — 2,994 2,994 0.36
Residential real estate 129 — — — 129 —
Other consumer — — 148 — 148 0.06
$ 129 $ 4,878 $ 7,148 $ 2,994 $ 15,149 0.15 %
The modifications during the periods presented had an insignificant financial effect on the Company.
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table provides the performance of loans modified to borrowers experiencing financial difficulty during the twelve months ended 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
September 30, 2024
Commercial real estate – investor $ 19,645 $ — $ 19,645
Commercial and industrial – real estate 2,896 — 2,896
Residential real estate 128 — 128
Other consumer 47 147 194
$ 22,716 $ 147 $ 22,863
At September 30, 2025 and 2024, there were no loans to borrowers experiencing financial difficulty that were 90 days or greater past due.
Note 5. Deposits
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,
2025 2024
Non-interest-bearing $ 1,731,760 $ 1,617,182
Interest-bearing checking 4,090,930 4,000,553
Money market deposit 1,397,434 1,301,197
Savings 1,000,488 1,066,438
Time deposits 2,215,382 2,080,972
Total deposits $ 10,435,994 $ 10,066,342
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.
38
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 6. Borrowed Funds
Borrowed funds at September 30, 2025 and December 31, 2024 were as follows (in thousands):
September 30, December 31,
2025 2024
FHLB advances $ 1,705,585 $ 1,072,611
Securities sold under agreements to repurchase with customers 64,869 60,567
Other borrowings 198,138 197,546
Total borrowed funds $ 1,968,592 $ 1,330,724
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
The following table presents the assets pledged to secure borrowings, borrowing capacity, repurchase agreements, letters of credit, and for other purposes required by law at carrying value (in thousands):
Loans Debt securities Total
September 30, 2025
FHLB and FRB $ 7,480,265 $ 964,222 $ 8,444,487
Repurchase agreements — 59,586 59,586
Total pledged assets $ 7,480,265 $ 1,023,808 $ 8,504,073
December 31, 2024
FHLB and FRB $ 7,427,247 $ 984,515 $ 8,411,762
Repurchase agreements — 85,529 85,529
Total pledged assets $ 7,427,247 $ 1,070,044 $ 8,497,291
The securities that collateralize the repurchase agreements are delivered to the lender, with whom each transaction is executed, to a third-party custodian, or held at the Company. The lender agrees to resell to the Company substantially the same securities at the maturity of the repurchase agreements.
Note 7. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.
The Company uses valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability and developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and developed based on the best information available in the circumstances. In that regard, a fair value hierarchy has been established for valuation inputs that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
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.
39
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlations or other means.
Level 3 Inputs – Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.
Assets and Liabilities Measured at Fair Value
A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
Debt Securities Available-for-Sale
Debt securities classified as available-for-sale are reported at fair value. Fair value of U.S. Treasuries are determined using quoted prices in active markets (Level 1). The majority of the other debt securities are determined using inputs other than quoted prices that are based on market observable information (Level 2). Level 2 debt securities are priced through third-party pricing services or security industry sources that actively participate in the buying and selling of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific securities, but comparing the debt securities to benchmark or comparable debt securities.
Equity Investments
Equity investments with readily determinable fair value are reported at fair value. Fair value for these investments is primarily determined using a quoted price in an active market or exchange (Level 1) or using inputs other than quoted prices that are based on market observable information (Level 2). Equity investments without readily determinable fair values are carried at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer (measurement alternative). Certain equity investments without readily determinable fair values are measured at net asset value (“NAV”) per share as a practical expedient, which are excluded from the fair value hierarchy levels in the table below.
Interest Rate Derivatives
The Company’s interest rate swaps and cap contracts are reported at fair value utilizing discounted cash flow models provided by an independent, third-party and observable market data (Level 2). When entering into an interest rate swap or cap contract, the Company is exposed to fair value changes due to interest rate movements, and also the potential nonperformance of the contract counterparty.
Other Real Estate Owned and Loans Individually Measured for Impairment
Other real estate owned and loans measured for impairment based on the fair value of the underlying collateral are recorded at estimated fair value, less estimated selling costs. Fair value is generally based on independent appraisals (Level 3), which may be adjusted by management for qualitative factors, such as economic factors and estimated liquidation expenses.
40
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table summarizes financial assets and financial liabilities measured at fair value as of 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:
Total Fair
Value Level 1
Inputs Level 2
Inputs Level 3
Inputs
September 30, 2025
Items measured on a recurring basis:
Debt securities available-for-sale
$ 1,261,580 $ 45,398 $ 1,216,182 $ —
Equity investments
44,987 — 44,987 —
Interest rate derivative asset 56,696 — 56,696 —
Interest rate derivative liability ( 56,449 ) — ( 56,449 ) —
Items measured on a non-recurring basis:
Equity investments (1) (2)
45,744 — — 40,163
Other real estate owned
7,498 — — 7,498
Loans measured for impairment based on the fair value of the underlying collateral (3)
31,401 — — 31,401
December 31, 2024
Items measured on a recurring basis:
Debt securities available-for-sale
$ 827,500 $ 49,466 $ 778,034 $ —
Equity investments
40,447 — 40,447 —
Interest rate derivative asset 91,352 — 91,352 —
Interest rate derivative liability ( 91,483 ) — ( 91,483 ) —
Items measured on a non-recurring basis:
Equity investments (1) (2)
43,657 — — 39,676
Other real estate owned 1,811 — — 1,811
Loans measured for impairment based on the fair value of the underlying collateral (3)
25,148 — — 25,148
(1) As of 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. The range of fair value adjustments may vary but is generally 0 % to 8 % on the discount for costs to sell and 0 % to 10 % on appraisal adjustments.
The Company recognizes transfers between levels of the valuation hierarchy at the end of the applicable reporting periods. There were no assets in Level 3 that were recognized at fair value on a recurring basis or transfers into or out of Level 3 for the three and nine months ended September 30, 2025 and 2024.
41
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Disclosed at Fair Value
A description of the valuation methodologies used for assets and liabilities disclosed at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.
Cash and Due from Banks
For cash and due from banks, the carrying amount approximates fair value.
Debt Securities Held-to-Maturity
Debt securities classified as held-to-maturity are carried at amortized cost, as the Company has the positive intent and ability to hold these debt securities to maturity. The Company determines the fair value of the debt securities utilizing Level 2 inputs. Most of the Company’s debt securities are fixed income instruments that are not quoted on an exchange, but are bought and sold in active markets. Prices for these instruments are obtained through third-party pricing vendors or security industry sources that actively participate in the buying and selling of debt securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific debt securities, but comparing the debt securities to benchmark or comparable debt securities.
Management’s policy is to obtain and review all available documentation from the third-party pricing service relating to their fair value determinations, including their methodology and summary of inputs. Management reviews this documentation, makes inquiries of the third-party pricing service and decides as to the level of the valuation inputs. Based on the Company’s review of the available documentation from the third-party pricing service, management concluded that Level 2 inputs were utilized for all securities.
Restricted Equity Investments
The fair value of these investments, which are primarily Federal Home Loan Bank of New York and Federal Reserve Bank stock, is its carrying value since this is the amount for which it could be redeemed. There is no active market for this stock and the Company is required to maintain a minimum investment as stipulated by the respective entities.
Loans Receivable and Loans Held-for-Sale
Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential real estate, consumer and commercial. Each loan category is further segmented into fixed and adjustable rate interest terms.
Fair value of performing and non-performing loans, which is based on an exit price notion, was estimated by discounting the future cash flows, net of estimated prepayments, at market discount rates that reflect the credit and interest rate risk inherent in the loan.
Loans held for sale are carried at the lower of unpaid principal balance, net, or estimated fair value on an aggregate basis. Estimated fair value is generally determined based on bid quotations from secondary markets.
Deposits Other than Time Deposits
The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, and interest-bearing checking accounts and money market accounts is, by definition, equal to the amount payable on demand. The related insensitivity of the majority of these deposits to interest rate changes creates a significant inherent value which is not reflected in the fair value reported.
Time Deposits
The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.
FHLB Advances and Other Borrowings
Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.
Securities Sold Under Agreements to Repurchase with Customers
Fair value approximates the carrying amount as these borrowings are payable on demand and the interest rate adjusts monthly.
42
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The book value and estimated fair value of the Company’s significant financial instruments not recorded at fair value as of September 30, 2025 and December 31, 2024 are presented in the following tables (in thousands):
Fair Value Measurements at Reporting Date Using:
Book
Value Level 1
Inputs Level 2
Inputs Level 3
Inputs
September 30, 2025
Financial Assets:
Cash and due from banks $ 274,125 $ 274,125 $ — $ —
Debt securities held-to-maturity 919,734 — 856,550 —
Restricted equity investments 142,398 — — 142,398
Loans receivable, net and loans held-for-sale 10,507,618 — — 10,114,619
Financial Liabilities:
Deposits other than time deposits (1)
8,220,612 — 8,220,612 —
Time deposits 2,215,382 — 2,209,693 —
FHLB advances and other borrowings 1,903,723 — 1,911,055 —
Securities sold under agreements to repurchase with customers 64,869 64,869 — —
December 31, 2024
Financial Assets:
Cash and due from banks $ 123,615 $ 123,615 $ — $ —
Debt securities held-to-maturity 1,045,875 — 952,917 —
Restricted equity investments 108,634 — — 108,634
Loans receivable, net and loans held-for-sale 10,076,640 — — 9,551,156
Financial Liabilities:
Deposits other than time deposits (1)
7,985,370 — 7,985,370 —
Time deposits 2,080,972 — 2,074,698 —
FHLB advances and other borrowings 1,270,157 — 1,264,260 —
Securities sold under agreements to repurchase with customers 60,567 60,567 — —
(1) The estimated fair value of non-maturity deposits does not consider any inherent value and represents the amount payable on demand. However, non-maturity deposits do contain significant inherent value to the Company, particularly when overnight funding costs are greater than the deposit costs.
Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because a limited market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other significant unobservable inputs. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include premises and equipment, bank owned life insurance, and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
43
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 8. Derivatives and Hedging Activities
The Company enters into derivative financial instruments which involve, to varying degrees, interest rate and credit risk. The Company manages these risks as part of its asset and liability management process and through credit policies and procedures, seeking to minimize counterparty credit risk by establishing credit limits and collateral agreements. The Company utilizes derivative financial instruments to accommodate the business needs of its customers as well as to economically hedge the exposure that this creates for the Company. Additionally, the Company enters into certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. The Company does not use derivative financial instruments for trading purposes.
Customer Derivatives – Interest Rate Swaps and Cap Contracts
Derivatives Not Designated as Hedging Instruments
The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The Company also enters into interest rate cap contracts that enable commercial loan customers to lock in a cap on a variable-rate commercial loan agreement. This feature prevents the loan from repricing to a level that exceeds the cap contract’s specified interest rate, which serves to hedge the risk from rising interest rates. The Company then enters into an offsetting interest rate cap contract with a third party in order to economically hedge its exposure through the customer agreement.
These interest rate swaps and cap contracts with both the customers and third parties are not designated as hedges under ASC Topic 815, Derivatives and Hedging, 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 $ 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. The swap requires the Company to pay variable-rate amounts indexed to one-month term Secured Overnight Financing Rate (“SOFR”) to the counterparty in exchange for the receipt of fixed-rate amounts at 4.0 % from the counterparty. The swap was designated and qualified as a cash flow hedge under ASC Topic 815, Derivatives and Hedging. The changes in the fair value of cash flow hedges are initially reported in other comprehensive income. Amounts are subsequently reclassified from accumulated other comprehensive income to earnings when the hedged transactions occur, specifically within the same line item as the hedged item (interest income). Therefore, a portion of the balance reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are made or received on the Company’s interest rate swaps.
The table below presents the effect on the Company’s accumulated other comprehensive income/loss (“AOCI” or “AOCL”) attributable to the cash flow hedge derivative, net of tax, and the related gains/losses reclassified from AOCI into income (in thousands):
Three Months Ended 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) gains recognized in OCI ( 9 ) 837 ( 102 ) ( 418 )
Losses reclassified from AOCI into interest income 65 253 193 768
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.
44
Table of Contents
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):
Notional Fair Value
Other assets Other liabilities
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 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
As of December 31, 2024
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts $ 1,468,022 $ 91,352 $ 91,368
Derivatives Designated as Cash Flow Hedge
Interest rate swap contract 100,000 — 115
Total Derivatives $ 1,568,022 $ 91,352 $ 91,483
45
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Credit Risk-Related Contingent Features
The Company is exposed to credit risk in the event of nonperformance by the interest rate derivative counterparty. The Company minimizes this risk by being a party to International Swaps and Derivatives Association agreements with third-party broker-dealers that require a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. There was no collateral posted by the Company with third parties at both 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 $ 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.
46
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 9. Leases
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company’s leases are comprised of real estate property for branches, automated teller machine locations and office space with terms extending through 2038. The Company has one existing finance lease, which has a lease term through 2029.
The following table represents the classification of the Company’s Right of Use (“ROU”) assets and lease liabilities on the Consolidated Statements of Financial Condition (in thousands):
September 30, December 31,
2025 2024
Lease ROU Assets Classification
Operating lease ROU assets Other assets $ 16,795 $ 15,452
Finance lease ROU asset Premises and equipment, net 896 1,071
Total lease ROU assets $ 17,691 $ 16,523
Lease Liabilities
Operating lease liabilities (1)
Other liabilities $ 18,278 $ 17,114
Finance lease liability Other borrowings 1,214 1,421
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 $ 1.0 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. Lease agreements often include one or more options to renew the lease at the Company’s discretion. If the exercise of a renewal option is considered to be reasonably certain, the Company includes the extended term in the calculation of the ROU asset and lease liability. For the discount rate, ASC Topic 842, Leases requires the Company to use the rate implicit in the lease, provided the rate is readily determinable. As this rate is not readily determinable, the Company generally utilizes its incremental borrowing rate, at lease inception, over a similar term. For operating leases existing prior to January 1, 2019, the Company used the incremental borrowing rate for the remaining lease term as of January 1, 2019. For the finance lease, the Company utilized its incremental borrowing rate at lease inception.
September 30, December 31,
2025 2024
Weighted-Average Remaining Lease Term
Operating leases 5.65 years 5.84 years
Finance lease 3.85 years 4.59 years
Weighted-Average Discount Rate
Operating leases 3.45 % 3.08 %
Finance lease 5.63 5.63
47
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table represents lease expenses and other lease information (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Lease Expense
Operating lease expense $ 1,309 $ 1,136 $ 3,739 $ 3,441
Finance lease expense:
Amortization of ROU assets 59 59 175 175
Interest on lease liabilities (1)
17 21 55 66
Total $ 1,385 $ 1,216 $ 3,969 $ 3,682
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 1,322 $ 1,214 $ 3,927 $ 3,336
Operating cash flows from finance leases 17 21 55 66
Financing cash flows from finance leases 70 66 207 196
(1) Included in borrowed funds interest expense on the Consolidated Statements of Income. All other costs are included in occupancy expense on the Consolidated Statements of Income.
Future minimum payments for the finance lease and operating leases with initial or remaining terms were as follows (in thousands):
Finance Lease Operating Leases
For the Year Ending December 31,
2025 $ 88 $ 1,297
2026 350 5,100
2027 350 3,808
2028 350 2,621
2029 209 2,337
Thereafter — 5,137
Total 1,347 20,300
Less: Imputed interest ( 133 ) ( 2,022 )
Total lease liabilities $ 1,214 $ 18,278
Note 10. Variable Interest Entity
The Company accounts for Trident as a variable interest entity (“VIE”) under ASC 810, Consolidation, for which the Company is considered the primary beneficiary (i.e. the party that has a controlling financial interest). In accordance with ASC 810, Consolidation, the Company has consolidated Trident’s assets and liabilities.
The summarized financial information for the Company’s consolidated VIE at 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
Other assets 309 457
Total assets 40,522 22,099
Other liabilities 38,297 19,333
Net assets $ 2,225 $ 2,766
48
Table of Contents
OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 11. 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.
49
Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and the Bank are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings in the aggregate are believed by management to be immaterial to the Company’s financial condition or results of operations.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.