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Item 1. Business

2026-02-27 compared with 2025-02-28 · 283 added, 239 removed, 621 unchanged (46% of the section changed)

OceanFirst Financial Corp.

(the “Company”) is incorporated under Delaware law and serves as the holding company for OceanFirst Bank N.A.

(the “Bank”).

(the “Company”) is incorporated under Delaware law and serves as the holding company for OceanFirst Bank N.A (the “Bank”).

At December 31, 2025, the Company had consolidated total assets of $14.6 billion and total stockholders’ equity of $1.7 billion.

The Company is subject to regulation by the Board of Governors of the Federal Reserve System (the “FRB”) and the Securities and Exchange Commission (the “SEC”).

The Bank is primarily subject to regulation and supervision by the Office of the Comptroller of the Currency (the “OCC”), as well as the Consumer Financial Protection Bureau (the “CFPB”) due to the Bank having in excess of $10 billion in assets.

The Bank is also subject to regulation and supervision by the Federal Deposit Insurance Corporation (the “FDIC”), as the deposit insurer.

The Company is subject to regulation by the Board of Governors of the FRB and the SEC.

The Bank is primarily subject to regulation and supervision by the OCC, as well as the CFPB due to the Bank exceeding $10 billion in assets.

The Bank is also subject to regulation and supervision by the FDIC, as its deposit insurer.

Currently, the Company transacts the vast majority of its business through the Bank, its wholly owned subsidiary.

The Bank’s principal business is originating loans, consisting of commercial real estate and other commercial loans, which have become a key focus of the Bank, and single-family, owner-occupied residential mortgage loans.

The Bank’s principal business is originating loans, consisting of commercial real estate and other commercial loans, which have become a key focus of the Bank.

The Bank also invests in other types of loans, including residential construction and consumer loans.

The Bank primarily funds these loans by attracting retail and commercial deposits.

In addition, the Bank invests in mortgage-backed securities (“MBS”), securities issued by the U.S.

In addition, the Bank invests in MBS, securities issued by the U.S.

Government and agencies thereof, corporate securities and other investments permitted by applicable law and regulations.

The Bank’s revenues are derived principally from interest on its loans, and to a lesser extent, interest on its debt and equity securities.

The Bank also receives income from other products and services it offers including bankcard services, trust and fiduciary services, deposit account services, mortgage banking activity, and commercial loan swap income.

The Bank’s primary sources of funds are deposits, principal and interest payments on loans and investments, Federal Home Loan Bank (“FHLB”) advances, and other borrowings.

While scheduled payments on loans and securities are predictable sources of funds, deposit flows, loan prepayments, and loan and investment activity are greatly influenced by changes in market interest rates, competition, general economic conditions, including levels of unemployment and real estate values, and inflation.

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

While scheduled payments on loans and securities are predictable sources of funds, deposit flows, loan prepayments, and loan and investment activity are greatly influenced by changes in market interest rates, competition, general economic conditions, including levels of tariffs and any retaliatory responses, unemployment and real estate values, and inflation.

The Company’s website address is www.oceanfirst.com .

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Forward-Looking Statements

In addition to historical information, this Form 10-K may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on certain assumptions and describe future plans, strategies and expectations of the Company.

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

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, those items discussed under Item 1A.

Risk Factors herein and the following:

changes in interest rates and inflation that reduce our margins and yields, the fair value of financial instruments, the level of loan originations or prepayments on loans we have made and make, the level of loan sales and the cost we pay to retain and attract deposits and secure other types of funding;

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

Government including policies of the U.S.

Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, deposit flows, the availability of low-cost funding, changes in liquidity, including the size and composition of the Company’s deposit portfolio, and the percentage of uninsured deposits in the portfolio, changes in capital management and balance sheet strategies and the ability to successfully implement such strategies, our ability to enter new markets successfully and capitalize on growth opportunities;

our ability to

successfully expand our franchise, including acquisitions or establishing new offices at favorable prices;

our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we have acquired or may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto, competition, demand for loans and financial services in the Company’s market area, changes in consumer spending, borrowing and saving habits, changes in accounting principles, a failure in or breach of the Company’s operational or security systems or infrastructure, including cyberattacks, the failure to maintain current technologies, failure to retain or attract employees, the impact of pandemics on our operations and financial results and those of our customers and the Bank’s ability to successfully integrate acquired operations.

In addition to historical information, this annual report contains certain forward-looking statements within the meaning of the federal securities laws, which are based on certain assumptions and describe future plans, strategies and expectations of the Company.

Forward-looking statements may be identified by the use of the words such as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “could,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words.

These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of the Company’s management and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties.

These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Actual events and circumstances are difficult or impossible to predict, may differ from assumptions and many are beyond the control of the Company.

The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

These forward-looking statements may include statements with respect to the proposed transaction between the Company and Flushing and the proposed investment by Warburg in the Company’s equity securities.

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

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

Government, including

policies of the U.S.

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

Additional forward-looking statements related to the proposed transaction with Flushing and the proposed investment by Warburg include, but are not limited to:

(i) the risk that the proposed transaction may not be completed in a timely manner or at all;

(ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining the requisite Company and Flushing stockholder approvals or the necessary regulatory approvals (and the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction);

(iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement between the Company and Flushing;

(iv) the inability to obtain alternative capital in the event it becomes necessary to complete the proposed transaction;

(v) the effect of the announcement or pendency of the proposed transaction on Company’s and Flushing’s business relationships, operating results and business generally;

(vi) risks that the proposed transaction disrupts current plans and operations of the Company and Flushing;

(vii) potential difficulties in retaining Company and Flushing customers and employees as a result of the proposed transaction;

(viii) potential litigation relating to the proposed transaction that could be instituted against the Company, Flushing or their respective directors and officers, including the effects of any outcomes related thereto;

(ix) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected expenses, factors or events;

(x) the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where OceanFirst and Flushing do business;

and (xi) the dilution caused by OceanFirst’s issuance of additional shares of its capital stock in connection with the transaction.

The foregoing list of factors is not exhaustive.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

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At December 31, 2025, the Bank primarily operated its business through its headquarters located in Toms River, New Jersey, its administrative office located in Red Bank, New Jersey and 41 branch offices and various deposit production facilities located throughout central and southern New Jersey and major metropolitan areas of New York City and Philadelphia.

The Bank also operates commercial loan production offices in New Jersey, New York City, the greater Philadelphia area, Pittsburgh, Washington D.C., Baltimore, and Boston.

One of the largest and oldest financial institutions in New Jersey, the Bank’s headquarters are approximately midway between New York City and Philadelphia.

The economy in the Bank’s primary market area, which represents central and southern New Jersey, is based on a mixture of service and retail trade, with other empl oyment provided by a variety of wholesale trade, manufacturing, federal, state and local government, hospitals and utilities.

The Bank also operates commercial loan production offices in New Jersey, New York City, the greater Philadelphia area, Pittsburgh, Washington D.C., Baltimore, Boston and Northern Virginia.

One of the largest and oldest financial institutions in New Jersey, the Bank ’s headquarters are centrally located between New York City and Philadelphia.

The economy in the Bank’s primary market area, which represents central and southern New Jersey, is driven on a mixture of service and retail trade, with other empl oyment provided by a variety of wholesale trade, manufacturing, federal, state and local government, hospitals and utilities.

The area is home to commuters working in and around New York City and Philadelphia and also includes a significant number of vacation and second homes in the communities along the New Jersey shore.

In addition, the Bank provides banking services through teams located in the major metropolitan markets between Massachusetts and Virginia.

In addition, the Bank provides banking services through teams located in the major metropolitan markets from Massachusetts through Virginia.

The Bank ’s future growth opportunities will be influenced by the growth and stability of its geographic marketplace and the competitive environment.

The Bank faces significant competition in making loans and attracting deposits.

In addition, rapid technological changes and consumer preferences will continue to result in increased competition for the Bank’s digital services as a number of well-funded technology-focused companies are innovating in the payments, distributed ledger, and cryptocurrency networks to disintermediate portions of the traditional banking model.

The states of New Jersey, New York City, Philadelphia, Pittsburgh, Baltimore, Boston, Virginia and Washington D.C.

In addition, rapid technological changes and consumer preferences will continue to result in increased competition for the Bank’s digital services as several well-funded technology-focused companies are focused on developing innovations in payments, distributed ledger, and cryptocurrency networks to disintermediate portions of the traditional banking model.

The states of New Jersey and Virginia and the metropolitan areas of New York City, Philadelphia, Pittsburgh, Baltimore, Boston and Washington D.C.

are also attractive markets to many financial institu tions.

Many of the Bank ’s competitors are significantly larger institutions that have greater financial resources than the Bank .

The Bank’s competition for loans comes principally from commercial banks, savings banks, savings and loan associations, credit unions, mortgage banking companies, internet-based providers, insurance companies, private lenders, and government sponsored enterprises.

The Bank ’s competition for loans comes principally from commercial banks, savings banks, savings and loan associations, credit unions, mortgage banking companies, financial technology companies, insurance companies, private lenders, and government sponsored enterprises.

Its most direct competition for deposits has historically come from commercial banks, savings banks, savings and loan associations, and credit unions.

The Bank also faces competition for deposits from short-term money market funds, other corporate and government securities funds, internet-only providers, and from other financial service institutions such as brokerage firms and insurance companies.

The Bank also faces competition for deposits from short-term money market funds, other corporate and government securities funds, financial technology companies, and from other financial service institutions such as brokerage firms and insurance companies.

The Bank distinguishes itself from large bank competitors with teams of local financial experts in each market providing personalized accounts, extraordinary customer service and local decision-making.

Community Involvement

The Bank promotes efforts to enhance the quality of life in the communities it serves through employee volunteer efforts and the work of OceanFirst Foundation (the “Foundation”).

Employees are encouraged to help their neighbors in many ways and receive up to eight hours of Bank-paid volunteer time each year.

The Bank promotes efforts to enhance the quality of life in the communities it serves through employee volunteer efforts and the work of the Foundation .

Employees are encouraged to help their communities and receive up to eight hours of Bank-paid volunteer time each year.

The Company ’s employees, known as the WaveMakers when helping in the community, collectively spend thousands of hours volunteering and serving in leadership roles with local nonprofit organizations, along with participating in other activities that contribute to improving the quality of life for others.

In 2024, the WaveMakers spent nearly 6,000 hours volunteering their time and talents to help neighbors in need and the second annual Bank-wide volunteering event was held in September 2024 with more than 700 employees completing over 70 projects for non-profit organization partners in the five states served by the Bank.

In 2025, the WaveMakers spent over 9,100 hours volunteering their time and talents with nonprofits that assist neighbors which included the Bank’s annual volunteering event, held in September 2025, when over 700 employees in five states spent time assisting 23 nonprofits.

The Foundation, established in 1996 during the Company’s initial public offering, has granted over $51.1 million to enrich the lives of local citizens by supporting initiatives in health and human services, education, affordab le housing, youth development, and the arts.

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Loan Portfolio Composition .

At December 31, 2024, the Bank had total loans outstanding of $10.14 billion, of which $5.29 billion, or 52.2% of total loans, were investor owned commercial real estate, multi-family, construction (including residential development loans), (collectively, “commercial real estate - investor”).

The remainder of the portfolio consisted of $902.2 million of commercial real estate - owner occupied, or 8.9% of total loans;

$647.9 million of commercial and industrial loans, or 6.4% of total loans;

$3.07 billion of residential real estate loans, or 30.3% of total loans;

At December 31, 2025, the Company had total loans outstanding, including $5.8 million of loans held-for-sale, of $11.04 billion, of which $5.42 billion, or 49.1% of total loans, were investor owned commercial real estate, multi-family, and construction loans (including residential development loans), collectively, “commercial real estate - investor”.

The remainder of the commercial portfolio consisted of commercial and industrial loans, of which $986.4 million were commercial and industrial - real estate, or 8.9% of total loans;

and $1.23 billion were commercial and industrial - non-real estate loans, or 11.1% of total loans.

The remainder of the loan portfolio consisted of $3.20 billion of residential real estate loans, or 29.0% of total loans;

and $202.8 million of consumer loans, primarily home equity loans and lines of credit, or 1.8% of total loans.

At December 31, 2024, the Bank had $21.2 million of loans held-for-sale.

Additionally, at December 31, 2025, 43.9% of the Bank’s total loans had adjustable interest rates.

In 2025, the Company adjusted the presentation of 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 investor commercial real estate loans.

Similarly, the Company also adjusted the presentation of 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.

Prior year amounts have been conformed to this change in presentation.

The types of loans that the Bank may originate are subject to federal and state laws and regulations.

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Commercial real estate - investor $ 5,420,989 49.1 % $ 5,287,683 52.2 % $ 5,353,974 52.5 %

Commercial real estate - owner occupied 902,219 8.9 943,891 9.3 997,367 10.1

Commercial and industrial:

Commercial and industrial – real estate 986,431 8.9 902,219 8.9 943,891 9.3

Commercial and industrial – non-real estate 1,227,556 11.1 647,945 6.4 666,532 6.5

Total commercial and industrial 2,213,987 20.1 1,550,164 15.3 1,610,423 15.8

Residential real estate 3,200,032 29.0 3,070,974 30.3 2,984,700 29.3

Other consumer (1)

202,763 1.8 230,462 2.3 250,664 2.5

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At December 31, 2025

Commercial Real Estate - Investor Commercial Real Estate - Owner Occupied Commercial

Industrial Residential

Commercial and Industrial

Commercial Real Estate - Investor Commercial and Industrial - Real Estate Commercial

Industrial - Non-Real Estate Residential

Real Estate Consumer Total

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Commercial real estate - investor $ 1,989,336 $ 2,361,123 $ 4,350,459

Commercial real estate - owner occupied 370,304 447,356 817,660

Commercial and industrial:

Commercial and industrial – real estate 356,715 511,874 868,589

Commercial and industrial – non-real estate 400,049 617,057 1,017,106

Total commercial and industrial 756,764 1,128,931 1,885,695

Residential real estate 2,840,175 353,633 3,193,808

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Total loans receivable $ 5,696,284 $ 3,928,203 $ 9,624,487

Commercial Real Estate - Investor Owned .

Commercial Real Estate - Investor .

At December 31, 2025, the Bank’s total investor owned commercial real estate loans outstanding were $5.42 billion, or 49.1% of total loans, as compared to $5.29 billion, or 52.2% of total loans at December 31, 2024.

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

A substantial majority of the Bank’s investor owned commercial real estate loans are located in its primary market area.

The following tables present total commercial real estate - investor loans by industry and geography (generally based on location of collateral) as of December 31, 2024:

Investor Owned

(dollars in thousands) Amount Percent of Total

Office $ 1,056,252 23 %

A substantial majority of the Bank ’s investor owned commercial real estate loans are located in its primary market areas.

The following tables present the Company ’s commercial real estate - investor loans by industry and geography (generally based on location of collateral) as of December 31, 2025:

At December 31, 2025

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

Weighted Average

Debt Service Coverage Ratio (2)

Office $ 496,585 10 % 54 % 1.8x

Medical 305,140 6 55 1.7

Credit Tenant

256,206 5 64 1.6

Total Office (3)

1,057,931 22 57 1.8

Retail 1,121,987 23 59 1.9

Multi-family (4)

970,921 20 61 1.5

Industrial/warehouse 785,264 16 51 2.1

Hospitality 177,896 4 47 1.8

Total $ 4,538,577 100 %

759,363 16 45 1.7

Total 4,873,362 100 % 55 % 1.8x

Construction 547,627

Total CRE investor owned and construction $ 5,287,683

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

Investor Owned

Total CRE - investor

(1) Represented the weighted average of loan balances as of December 31, 2025 divided by their most recent appraisal value, which is generally obtained at the time of origination.

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

(3) CBD exposure represented $118 million, or 11.2%, of the total office loan balance at December 31, 2025.

Office CBD loans had a weighted average LTV of 56% and weighted average debt service coverage ratio of 1.7x at December 31, 2025.

$84 million, or 71%, of the total office CBD exposure are to credit tenants, life sciences and medical borrowers at December 31, 2025.

New York City office CBD loans represented $7 million, or 0.05% of the Company’s total assets at December 31, 2025.

(4) New York City rent-regulated multi-family loans, where the property has more than 50% of its units rent-regulated, represented $28 million, or 0.19% of the Company’s total assets at December 31, 2025.

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

CRE - Investor

(dollars in thousands) Amount Percent of Total

New Jersey $ 1,170,596 26 %

New York $ 1,447,466 30 %

New Jersey 1,280,871 26

Pennsylvania and Delaware 1,379,562 28

Maryland and District of Columbia 140,833 3

Massachusetts 184,851 4

Maryland and District of Columbia 143,099 3

Other 437,513 9

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Construction 547,627

Total CRE investor owned and construction $ 5,287,683

The Bank originates investor owned commercial real estate loans with adjustable rates and with fixed interest rates for a period that generally does not exceed ten years, and generally have an amortization schedule up to 25 years and up to 30 years for multi-family properties.

Total CRE - investor

The Bank originates investor owned commercial real estate loans with adjustable and fixed interest rates for a period that generally does not exceed ten years, and generally have an amortization schedule up to 25 years and up to 30 years for multi-family properties.

As a result, the typical amortization schedule will result in a substantial principal payment upon maturity.

The Bank generally underwrites investor owned commercial real estate loans to a maximum of 65% to 80% advance, depending on the asset class, against either the appraised value of the property or its purchase price (for loans to fund the acquisition of real estate), whichever is less.

The Bank generally requires minimum debt service coverage of 1.20x to 1.50x for investor owned real estate, depending on the asset class.

The Bank generally underwrites investor owned commercial real estate loans to a maximum of a 65% to 80% loan-to-value ratio, depending on the asset class, against either the appraised value of the property or its purchase price (for loans to fund the acquisition of real estate), whichever is less.

The Bank generally requires a minimum debt service coverage of 1.20x to 1.40x

for investor owned real estate, depending on the asset class.

There is a potential risk that the borrower may be unable to pay off or refinance the outstanding balance at the loan maturity date.

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Generally, investor owned commercial real estate loans are supported by full or partial personal guarantees by the principals.

Generally, for investor owned commercial real estate loans in excess of $750,000, the Bank requires environmental professionals to inspect the property and ascertain any potential environmental risks.

In accordance with regulatory guidelines,

the Bank requires a full independent appraisal for commercial real estate properties for loans in excess of $500,000.

For investor owned commercial real estate loans in excess of $750,000, the Bank generally requires environmental professionals to inspect the property and ascertain any potential environmental risks.

In accordance with regulatory guidelines, the Bank requires a full independent appraisal for commercial real estate properties for loans in excess of $500,000.

The appraiser must be selected from the Bank’s approved appraiser list.

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The Bank also originates multi-family mortgage loans.

The underwriting standards and procedures that are used to underwrite investor owned commercial real estate loans are used to underwrite multi-family loans, except the loan-to-value ratio generally do not exceed 75% of the appraised value of the property, the debt-service coverage is generally a minimum of 1.20x and an amortization period of up to 30 years may be used.

The same underwriting standards and procedures that are used to underwrite investor owned commercial real estate loans are used to underwrite multi-family loans, except the loan-to-value ratio generally does not exceed 75% of the appraised value of the property, the debt-service coverage is generally a minimum of 1.20x and an amortization period of up to 30 years may be used.

Additionally, the Bank offers an interest rate swap program that allows commercial loan customers to effectively convert an adjustable-rate commercial loan agreement to a fixed-rate commercial loan agreement.

The Bank simultaneously sells an offsetting back-to-back swap to an investment-grade national bank so that it does not retain this fixed-rate risk.

The Bank simultaneously sells an offsetting swap to an investment-grade national bank so that it does not retain this fixed-rate risk.

As of December 31, 2025, these back-to-back swaps had a notional amount of $1.54 billion.

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The Bank generally underwrites construction loans for a term of three years or less.

The majority of the Bank’s construction loans are floating-rate loans with a maximum 75% loan-to-value ratio for the completed project and a minimum debt-service coverage of 1.0x during the construction period to ensure there is sufficient interest reserve to cover interest payments.

The expectation is that the underlying project when complete will produce a debt service coverage ratio that is consistent with policy for completed income producing projects.

The majority of the Bank’s construction loans are adjustable-rate loans with a maximum 75% loan-to-value ratio for the completed project and a minimum debt-service coverage of 1.0x during the construction period to ensure there is a sufficient reserve to cover interest payments.

The expectation is that the underlying project when complete will produce a debt service coverage ratio that is consistent with the policy for completed income producing projects.

Additionally, at the time of initial analysis, the Bank generally underwrites construction loans at a higher interest rate than current market rates.

The Bank may commit to provide permanent mortgage financing on its construction loans on income-producing property.

The Bank may commit to provide permanent mortgage financing on its construction loans on income-producing properties.

Risk of loss on a construction loan depends largely upon whether the initial estimate of the property's value at completion of construction equals or exceeds the cost of the property construction (including interest).

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

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

The commercial real estate - investor-owned portfolio composition as of December 31, 2024 is as follows:

At December 31, 2024

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

Weighted Average

Debt Service Coverage Ratio (2)

Office $ 515,610 11 % 50 % 1.9x

Medical 281,623 6 57 1.6

Credit Tenant (3)

259,019 6 65 1.5

Total Office (4)

1,056,252 23 55 1.8

Retail 1,024,903 23 53 2.0

Multi-family (5)

888,077 20 63 1.6

Industrial/warehouse 694,694 15 50 2.1

Hospitality 176,894 4 47 2.0

697,757 15 45 1.8

Total investor owned 4,538,577 100 % 54 1.9

Construction 749,106

Total CRE investor owned and construction $ 5,287,683

(1) Represents the weighted average of loan balances as of December 31, 2024 divided by their most recent appraisal value, which is generally obtained at the time of origination.

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

(3) Represents tenants which were awarded an investment grade rating based on size and financial strength.

Investment grade is defined as a credit rating of BBB- or higher by Standard & Poor’s or Baa3 or higher by Moody’s.

(4) Central business district (“CBD”) exposure represented $118 million, or 11.2%, of the total office loan balance at December 31, 2024.

Office CBD loans had a weighted average LTV of 54% and weighted average debt service coverage ratio of 1.9x at December 31, 2024.

$85 million, or 72%, of the total office CBD exposure are to credit tenants, life sciences and medical borrowers at December 31, 2024.

New York City office CBD loans represented $7 million, or 0.05% of the Company’s total assets at December 31, 2024.

(5) New York City rent-regulated multi-family loans, where the property has more than 50% of its units rent-regulated, represented $31 million, or 0.23% of the Company’s total assets at December 31, 2024.

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

Commercial and Industrial (“C&I”) and Commercial Real Estate - Owner Occupied .

At December 31, 2024, C&I loans totaled $647.9 million, or 6.4% of the Bank’s total loans outstanding, compared to $666.5 million, or 6.5% of total loans at December 31, 2023.

The Bank originates C&I loans and lines of credit (including for working capital, fixed asset purchases, and acquisition, receivable, and inventory financing) primarily in the Bank’s market area.

In certain instances, the Bank also purchases commercial and industrial loans through existing third-party channels.

In underwriting C&I loans and credit lines, the Bank reviews and analyzes the financial history and capacity of the borrower, collateral value, financial strength and character of the principal borrowers, and general payment history of the principal borrowers in coming to a credit decision.

The Bank generally originates C&I loans secured by the assets of the business including accounts receivable, inventory, equipment, and fixtures.

The Bank generally requires the personal guarantee of the principal borrowers for all C&I loans.

The risk of loss on a C&I business loan is dependent largely on the borrower’s ability to repay the loan from the ongoing operations of the business.

In addition, any collateral securing such loans may depreciate over time, may be difficult to appraise, and may fluctuate in value.

Typically, financial covenants are included in the loan structure which may include balance sheet leverage, cash flow leverage, liquidity requirements;

debt service coverage, and/ or fixed charge coverage.

Requirements may differ based on loan size, industry, facility types, capital stack, and years in business.

As of December 31, 2024, commercial real estate - owner occupied loans totaled $902.2 million or 8.9% of the total loans, as compared to $943.9 million, or 9.3% of total loans at December 31, 2023.

A substantial majority of the Bank’s owner occupied commercial real estate loans are located in its primary market area.

The following tables present total commercial real estate - owner occupied loans by industry and geography (based on location of collateral) as of December 31, 2024:

Owner Occupied

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

Commercial and Industrial .

As of December 31, 2025, commercial and industrial – real estate loans totaled $986.4 million, or 8.9% of the total loans, as compared to $902.2 million, or 8.9% of total loans, at December 31, 2024.

A substantial majority of the Bank ’s commercial and industrial – real estate loans are located in its primary market areas.

The following tables present total commercial and industrial – real estate loans by industry and geography (based on location of collateral) as of December 31, 2025:

Commercial and Industrial – Real Estate

(dollars in thousands) Amount Percent of Total

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Hospitality 60,673 6

Multi-family 2,749 —

Total $ 986,431 100 %

(1) Includes underlying single purpose, mixed use, and other.

Owner Occupied

Commercial and Industrial – Real Estate

(dollars in thousands) Amount Percent of Total

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Pennsylvania and Delaware 262,636 27

Maryland and District of Columbia 24,548 2

Massachusetts 11,272 1

Other 116,575 12

Total $ 986,431 100 %

An owner occupied property is defined as real estate used by a business for its operations.

To be considered owner occupied, the underlying business must either occupy 51% of the building’s total square footage or pay 51% of the total market rate rental income derived from the property.

Given that the repayment is generally dependent on the ongoing operations of the underlying business with similar risk of a C&I loan, the Bank reviews and analyzes the financial history and capacity of the operating business in addition to the real estate collateral value.

A commercial and industrial – real estate property is defined as real estate used by a business for its operations.

To be considered commercial and industrial – real estate, the underlying business must either occupy 51% of the building’s total square footage or pay 51% of the total market rate rental income derived from the property.

Given that the repayment is generally dependent on the ongoing operations of the underlying business with similar risk of a commercial and industrial – non-real estate loan, the Bank reviews and analyzes the financial history and capacity of the operating business in addition to the real estate collateral value.

The Bank generally requires the corporate guarantee of the operating business, if not a direct borrower.

The Bank primarily underwrites owner occupied real estate loans to a maximum of 70% to 80% advance, depending on the property type, against either the appraised value of the property or its purchase price (for loans to fund the acquisition of real estate), whichever is less.

The Bank generally requires minimum debt service coverage of 1.25x to 1.40x for owner occupied real estate, depending on the property type.

The Bank primarily underwrites commercial and industrial – real estate loans to a maximum of 70% to 80% loan-to-value ratio, depending on the property type, against either the appraised value of the property or its purchase price (for loans to fund the acquisition of real estate), whichever is less.

The Bank generally requires a minimum debt service coverage of 1.25x to 1.40x for commercial and industrial – real estate, depending on the property type.

There is a potential risk that the borrower may be unable to pay off or refinance the outstanding balance at the loan maturity date.

Generally, for owner occupied commercial real estate loans in excess of $750,000, the Bank requires environmental professionals to inspect the property and ascertain any potential environmental risks.

For commercial and industrial – real estate loans in excess of $750,000, the Bank generally requires environmental professionals to inspect the property and ascertain any potential environmental risks.

In accordance with regulatory guidelines, the Bank requires a full independent appraisal for commercial real estate properties for loans in excess of $500,000.

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The Bank generally uses an independent third party to review all applicable property appraisals to ensure compliance with regulations.

Generally, depending on the size of the loan and relationship, financial statements are also required annually for review of C&I and owner occupied commercial real estate loans.

At December 31, 2025, commercial and industrial – non-real estate loans totaled $1.23 billion, or 11.1% of the Bank’s total loans outstanding, compared to $647.9 million, or 6.4% of total loans, at December 31, 2024.

The Bank originates commercial and industrial – non-real estate loans and lines of credit (including for working capital, fixed asset purchases, and acquisition, receivable, and inventory financing) primarily in the Bank’s market areas.

In certain instances, the Bank also purchases commercial and industrial – non-real estate loans through existing third-party channels.

In underwriting commercial and industrial – non-real estate loans and credit lines, the Bank reviews and analyzes the financial history and capacity of the borrower, collateral value, financial strength and character of the principal borrowers, and general payment history of the principal borrowers in coming to a credit decision.

The Bank generally originates commercial and industrial – non-real estate loans secured by the assets of the business including accounts receivable, inventory, equipment, and fixtures.

The Bank generally requires the personal guarantee of the principal borrowers for all commercial and industrial – non-real estate loans.

The risk of loss on a commercial and industrial – non-real estate business loan is dependent largely on the borrower’s ability to repay the loan from the ongoing operations of the business.

In addition, any collateral securing such loans may depreciate over time, may be difficult to appraise, and may fluctuate in value.

Typically, financial covenants are included in the loan structure which may include balance sheet leverage, cash flow leverage, liquidity requirements;

debt service coverage, and/or fixed charge coverage.

Requirements may differ based on loan size, industry, facility types, capital stack, and years in business.

Depending on the size of the loan and relationship, financial statements are also required annually for review of commercial and industrial loans.

Total Consumer Loans (residential real estate and other consumer).

As of October 15, 2025, the Company discontinued its origination of residential and other consumer loans.

As a result, the Company subsequently entered into a strategic partnership with a national mortgage banking company to provide a channel for customers interested in a residential mortgage (referred to as “residential outsourcing”).

The Company continued to process outstanding commitments to originate residential and consumer loans through December 2025.

As of December 31, 2025, the Company had $9.5 million of residential loans and no consumer loans in the pipeline, which represents the remaining commitments expected to close in 2026.

Below describes the Company’s process for the existing residential and consumer portfolio through 2025.

Residential Real Estate

The Bank offers both fixed-rate and adjustable-rate mortgage (“ARM”) loans secured by one-to-four family residences with maturities up to 30 years.

The Bank offered both fixed-rate and ARM loans secured by one-to-four family residences with maturities up to 30 years.

The majority of such loans are secured by property located in the Bank’s primary market area.

Loan originations are typically generated by the Bank’s commissioned loan representatives and are largely derived from contacts within the local real estate industry, members of the local communities, the Bank’s existing or past customers, and targeted advertising through digital channels.

At December 31, 2024, $3.07 billion, or 30.3% of total loans, were residential real estate loans, primarily single family and owner occupied.

Loan originations were typically generated by the Bank’s commissioned loan representatives and were largely derived from contacts within the local real estate industry, members of the local communities, the Bank’s existing or past customers, and targeted advertising through digital channels.

At December 31, 2025, $3.20 billion, or 29.0% of total loans, were residential real estate loans, which included $5.8 million of loans held-for-sale, and consisted primarily of single family and owner occupied loans, as compared to $3.07 billion, or 30.3% of total loans, at December 31, 2024.

To a lesser extent, and included in this activity, are residential mortgage loans secured by seasonal second homes, non-owner occupied investment properties and construction loans.

The average size of the Bank’s residential real estate loans was approximately $358,000 at December 31, 2025.

The Bank currently offers several ARM loan programs with interest rates that adjust between annually to ten years, as well as loans that operate as fixed-rate loans at their onset and later convert to an ARM for the remainder of the term.

The Bank offered several ARM loan programs with interest rates that adjust between annually to ten years, as well as loans that operate as fixed-rate loans at their onset and later convert to an ARM for the remainder of the term.

These loans have periodic and overall caps on the increase or decrease at any adjustment date and over the life of the loan.

These loans are indexed to an applicable Secured Overnight Financing Rate (“SOFR”) rate or U.S Treasury plus a spread.

These loans are indexed to an applicable SOFR rate or U.S Treasury plus a spread.

The majority of the ARM portfolio is tied to the one-year U.S.

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Generally, the maximum interest rate on these loans is 6% above the initial interest rate.

Generally, ARM loans pose credit risks different than the risks inherent in fixed-rate loans, primarily because as interest rates rise, the payments of the borrower rise, thereby increasing the potential for delinquency and default.

ARM loans may pose credit risks different than the risks inherent in fixed-rate loans, primarily because as interest rates rise, the payments of the borrower rise, thereby increasing the potential for delinquency and default.

At the same time, the marketability of the underlying property may be adversely affected by higher interest rates.

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The Bank does not originate ARM loans that can result in negative amortization.

The Bank’s fixed-rate mortgage loans are currently made for terms from ten to 30 years.

The Bank’s fixed-rate mortgage loans were generally made for terms from ten to 30 years.

The Bank either holds its residential loans for its portfolio or sells a portion of its loans to either government sponsored enterprises such as the FHLB, Freddie Mac or Fannie Mae, or to a third party aggregator.

During 2024, the Company sold $267.8 million of loans with a related gain on

sale of loans for $2.4 million for the year ended December 31, 2024.

The talent acquisition of Garden State Home Loans, Inc.

during 2024, enhanced the Company’s mortgage loan sale activity.

During 2025, the Company sold $500.6 million of loans with a related gain on sale of loans for $3.7 million for the year ended December 31, 2025.

Additionally, during 2025 the Company sold non-performing residential and consumer loans of $9.8 million, with related charge-offs of $1.5 million.

In certain loan sales, the Company will retain servicing rights, otherwise servicing rights may be sold as part of the loan sale.

The retention of fixed-rate mortgage loans may increase the level of interest rate risk exposure of the Bank, as the rates on these loans will not adjust during periods of rising interest rates and the loans can be subject to substantial increases in prepayments during periods of falling interest rates.

The Bank’s policy is to originate residential real estate loans in amounts up to 80% of the lower of the appraised value or the selling price of the property securing the loan, up to 95% of the appraised value or selling price if private mortgage insurance is obtained, and up to 97% of the lower of the appraised value or selling price if the borrower qualifies for the NeighborFirst or special purpose credit program available to certain census tracts.

Appraisals are obtained for loans secured by real estate properties.

The Bank’s policy was to originate residential real estate loans in amounts up to 80% of the lower of the appraised value or the selling price of the property securing the loan, up to 95% of the appraised value or selling price if private mortgage insurance is obtained, and up to 97% of the lower of the appraised value or selling price if the borrower qualified for the NeighborFirst, Helping Home Loan, or special purpose credit program available to certain census tracts.

Appraisals are obtained for loans

secured by real estate properties.

The weighted average loan-to-value ratio of the Bank’s residential real estate loans, excluding loan purchase pools, was 62% at December 31, 2025 based on appraisal values at the time of origination.

Title insurance is typically required for first mortgage loans.

Residential mortgage loans originated by the Bank include due-on-sale clauses which provide the Bank with the contractual right to declare the loan immediately due and payable in the event the borrower transfers ownership of the property without the Bank’s consent.

Residential mortgage loans that were originated by the Bank include due-on-sale clauses which provide the Bank with the contractual right to declare the loan immediately due and payable in the event the borrower transfers ownership of the property without the Bank’s consent.

Due-on-sale clauses are an important means of adjusting the rates on the Bank’s fixed-rate residential mortgage loan portfolio and the Bank has generally exercised its rights under these clauses.

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Included in the Bank’s residential real estate loan balance at December 31, 2025, were residential construction loans which totaled $80.5 million.

The Bank originates residential construction loans primarily on a construction to permanent basis with such loans converting to an amortizing loan following the completion of the construction phase.

All of the Bank’s residential construction loans are made to individuals building a residence.

The Bank originated residential construction loans primarily on a construction to permanent basis with such loans converting to an amortizing loan following the completion of the construction phase.

All of the Bank’s residential construction loans were made to individuals building a residence.

Construction lending, by its nature, entails additional risks compared to residential real estate lending, attributable primarily to the fact that funds are advanced based upon a security interest in a project which is not yet complete.

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Home Equity Loans and Lines, Student Loans and Other Consumer

At December 31, 2024, th e Bank’s consumer loans totaled $230.5 million, or 2.3% of the Bank’s total loan portfolio.

Of the total consumer loan portfolio, home equity loans comprised $106.5 million;

At December 31, 2025, the Bank’s consumer loans totaled $202.8 million, or 1.8% of the Bank’s total loan portfolio, as compared to $230.5 million, or 2.3% of total loans, at December 31, 2024.

Of the total consumer loan portfolio:

home equity loans comprised $95.8 million;

home equity lines of credit comprised $90.4 million;

and student loans comprised $12.0 million.

The Bank originates home equity loans typically as fixed-rate loans with terms ranging from five to 20 years.

The Bank also offers variable-rate home equity lines of credit.

Home equity loans and lines of credit are originated based on the applicant’s income and their ability to repay and are secured by a mortgage on the underlying real estate, typically owner-occupied, one-to-four family residences.

The Bank originated home equity loans typically as fixed-rate loans with terms ranging from five to 20 years.

The Bank also offered variable-rate home equity lines of credit.

Home equity loans and lines of credit were originated based on the applicant’s income and their ability to repay and are secured by a mortgage on the underlying real estate, typically owner-occupied, one-to-four-family residences.

Generally, the loan when combined with the balance of any applicable first mortgage lien, may not exceed 80% of the appraised value of the property at the time of the loan commitment.

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At December 31, 2025, these loans totaled $8.4 million, as compared to $5.9 million at December 31, 2024.

Generally, the adjustable rate of interest charged is based upon the prime rate of interest (as published in the Wall Street Journal), although the range of interest rates charged may vary from 1.0% below prime to 1.5% over prime.

The adjustable rate of interest charged is generally based upon the prime rate of interest (as published in the Wall Street Journal), although the range of interest rates charged may vary from 1.0% below prime to 1.5% over prime.

The loans have an 18% lifetime cap on interest rate adjustments.

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Loan Approval Procedures and Authority .

The Loan Committee of the Board of Directors (“Board”) establishes the loan approval policies of the Bank based on total exposure to the individual borrower.

The Board has authorized the approval of loans by a minimum of two officers of the Bank or the Management Credit Committee, on a scale which requires approval by personnel with progressively higher levels of credit approval authority as the loan amount increases.

The Loan Committee of the Board of Directors establishes the loan approval policies of the Bank based on the type of loan and the total exposure to the individual borrower.

The Loan Committee of the Board of Directors has authorized the approval of loans by a minimum of two officers of the Bank or the Management Credit Committee, on a scale which requires approval by personnel with progressively higher levels of credit approval authority as the loan amount increases.

Pursuant to applicable regulations, loans to one borrower generally cannot exceed 15% of the Bank ’s unimpaired capital.

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The Bank also services mortgage loans for others.

Generally, loans currently being serviced for others are loans which were originated by the Bank.

Generally, loans currently being serviced for others are loans which were originated by the Bank and subsequently sold to third parties.

At December 31, 2025, the Bank was servicing $365.4 million of loans for others.

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among the longest in the nation and have remained protracted over the past several years.

The Bank classifies assets in accordance with its Classification of Assets and Allowance for Credit Losses Policy (the “ACL Policy”), which considers certain regulatory guidelines and definitions.

The Bank classifies assets in accordance with its Classification of Assets and the ACL policy, which considers certain regulatory guidelines and definitions.

As part of the ACL policy, the Bank’s Special Asset Group reviews and confirms the criticized and classified commercial loan report monthly.

At December 31, 2024, the Bank had $105.3 million of assets, including other real estate owned (“OREO”), classified as Substandard.

At December 31, 2023, the Bank had $106.6 million of assets classified as Substandard.

At December 31, 2025 and 2024, the Bank had $104.0 million and $105.3 million, of loans, including OREO, classified as Substandard, respectively.

The decrease in substandard loans is primarily due to payoffs, partly offset by new downgrades and net migrations from special mention to substandard.

Assets which do not currently expose the Bank to sufficient risk to warrant classification but possess potential weaknesses, such as past delinquencies, are designated as Special Mention.

Special Mention assets totaled $54.5 million at December 31, 2024, as compared to $40.4 million at December 31, 2023.

The increase in special mention loans was primarily due to new downgrades totaling $49.5 million, partly offset by upgrades, payoffs and migrations to substandard during the year ended December 31, 2024.

Special Mention loans totaled $18.2 million at December 31, 2025, as compared to $54.5 million at December 31, 2024.

The decrease in special mention loans was primarily due to upgrades, payoffs and migrations to substandard, partly offset by new downgrades to special mention during the year ended December 31, 2025.

Non-Performing Loans and OREO.

The following table sets forth information regarding non-accrual loans (“non-performing loans”), including loans p urchased with credit deterioration (“PCD”), and OREO .

The following table sets forth information regarding non-performing loans , including PCD loans , and OREO.

The Bank ’s PCD loans relate to loans acquired from acquisitions .

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$ 27,791 $ 35,527 $ 29,548

OREO 1,811 — —

Non-performing loans and assets (1)

10,266 1,811 —

Non-performing assets (2)

$ 38,057 $ 37,338 $ 29,548

Allowance for loan credit losses $ 83,726 $ 73,607 $ 67,137

Allowance for unfunded commitments 4,028 3,264 1,987

Allowance for loan credit losses as a percent of total loans receivable (4)

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0.26 0.28 0.22

(1) Excludes loans held-for-sale.

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

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

(3) The year ended December 31, 2025 included the sale of non-performing residential and consumer loans of $9.8 million.

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

The net unamortized credit and PCD marks on these loans, not reflected in the allowance for loan credit losses, were $4.0 million, $6.0 million, and $7.5 million at December 31, 2025, 2024, and 2023, respectively.

Non-performing loans totaled $35.5 million at December 31, 2024, an increase of $6.0 million as compared to December 31, 2023, primarily due to acquired PCD loans from Spring Garden Capital Group, LLC (“Spring Garden”).

The Company has OREO assets of $1.8 million and $0 at December 31, 2024, and 2023, respectively.

The increase in OREO assets related to the acquisition of Spring Garden.

Allowance for Credit Losses (“ACL”):

Under the current expected credit loss (“CECL”) model, the ACL on financial assets is a valuation allowance estimated at each balance sheet date in accordance with generally accepted accounting principles (“GAAP”) that is deducted from the financial assets’ amortized cost basis to present the net amount expected to be collected on the financial assets.

Non-performing loans totaled $27.8 million at December 31, 2025, a decrease of $7.7 million as compared to December 31, 2024, primarily due to loans that paid off or returned to accrual status.

The Company had OREO assets of $10.3 million and $1.8 million at December 31, 2025, and 2024, respectively.

The increase in OREO assets primarily due to one commercial loan.

Allowance for Credit Losses:

Under the CECL model, the ACL on financial assets is a valuation allowance estimated at each balance sheet date in accordance with GAAP that is deducted from the financial assets’ amortized cost basis to present the net amount expected to be collected on the financial assets.

The CECL model also applies to certain off-balance sheet credit exposures.

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3,534 1,659 8,350

Commercial real estate - owner occupied — 6 62

Commercial and industrial:

Commercial and industrial – real estate — — 6

Commercial and industrial – non-real estate 835 — 129

Total commercial and industrial 835 — 135

Residential real estate (2)

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Recoveries 808 665 311

Net charge-offs (recoveries) 1,555 8,382 (340)

Net charge-offs 5,445 1,555 8,382

Initial allowance on acquired loans from Spring Garden

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Balance at end of year $ 83,726 $ 73,607 $ 67,137

(1) Commercial real estate - investor charge-offs during the year ended December 31, 2024 and 2023 of $1.7 million and $8.4 million, respectively, primarily related to a single commercial relationship which had partial charge-offs.

This was resolved via sale of collateral during 2024.

(1) Commercial real estate - investor charge-offs during the year ended December 31, 2025 primarily related to two commercial relationships of $1.6 million.

Commercial real estate - investor charge-offs during the year ended December 31, 2024 and 2023 of $1.7 million and $8.4 million, respectively, primarily related to a single commercial relationship which was resolved via sale of collateral during 2024.

(2) The year ended December 31, 2025 included charge-offs of $1.5 million related to the sale of non-performing residential and consumer loans.

The following table sets forth the net charge-offs/recoveries and the percent of net charge-offs/recoveries by loan category to average net loans outstanding for the periods indicated (dollars in thousands):

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2025 2024 2023

Net Charge-offs (Recoveries) Ratio of Net Charge-offs (Recoveries) to Average Loans Net Charge-offs (Recoveries) Ratio of Net Charge-offs (Recoveries) to Average Loans Net (Recoveries)Charge-offs Ratio of Net (Recoveries) Charge-offs to Average Loans

Net Charge-offs (Recoveries) Ratio of Net Charge-offs (Recoveries) to Average Loans Net Charge-offs (Recoveries) Ratio of Net Charge-offs (Recoveries) to Average Loans Net Charge-offs (Recoveries) Ratio of Net Charge-offs (Recoveries) to Average Loans

Net charge-offs (recoveries):

Commercial real estate - investor $ 3,353 0.03 % $ 1,440 0.02 % $ 8,344 0.08 %

Commercial real estate - owner occupied (32) — (8) — (108) —

Commercial and industrial:

Commercial and industrial – real estate (19) — (32) — (8) —

Commercial and industrial – non-real estate 505 0.01 (18) — 104 —

Total commercial and industrial 486 — (50) — 96 —

Residential real estate 1,360 0.01 (130) — (43) —

Other consumer

246 — 295 — (15) —

Total net charge-offs (recoveries) 5,445 0.05 % 1,555 0.02 % 8,382 0.08 %

Average net loans outstanding during the year $ 10,265,245 $ 10,019,531 $ 10,016,859

The net charge-offs for the years ended December 31, 2024 and 2023 were primarily related to the one commercial real estate - investor relationship which was resolved via sale of collateral in 2024.

The net recoveries for the year ended December 31, 2022 were primarily due to improved credit quality and successful recovery of previously charged-off balances.

The following table sets forth the Bank’s ACL by loan category and its percent to total loan ACL at December 31, 2025, 2024 and 2023, and the percent of loans to total loans in each of the categories listed at the dates indicated (dollars in thousands):

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2025 2024 2023

ACL Amount Percent of

of Loans to Total

Loans ACL Amount Percent of

Loans ACL Amount

of Loans to Total

Loans ACL Amount Percent of

Loans ACL Amount

of Loans to Total

Commercial real estate - investor $ 29,944 35.8 % 49.1 % $ 30,780 41.8 % 52.2 % $ 27,899 41.6 % 52.5 %

Commercial real estate - owner occupied 3,817 5.2 8.9 4,354 6.5 9.3 4,423 7.8 10.1

Commercial and industrial 10,471 14.2 6.4 6,867 10.2 6.5 5,695 10.0 6.3

Commercial and industrial – real estate 4,753 5.7 8.9 3,817 5.2 8.9 4,354 6.5 9.3

Commercial and industrial – non-real estate 23,376 27.9 11.1 10,471 14.2 6.4 6,867 10.2 6.5

Residential real estate 24,680 29.5 29.0 27,587 37.5 30.3 27,029 40.3 29.3

Other consumer

973 1.2 1.8 952 1.3 2.3 988 1.5 2.5

Total $ 83,726 100.0 % 100.0 % $ 73,607 100.0 % 100.0 % $ 67,137 100.0 % 100.0 %

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The Company’s investment policy mirrors that of the Bank except that it allows for the purchase of certain other debt, preferred stock, and equity securities in limited amounts.

The Board has delegated authority to implement the investment policy to the Company and Bank’s Investment Committees under the oversight of the Asset Liability Committee.

The Board has delegated authority to implement the investment policy to the Company and Bank’s Investment Committees under the oversight of the Asset Liability Committee, which are both management-level committees.

Day-to-day management of the portfolio rests with the Treasurer.

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Such debt securities are carried at an estimated fair value and unrealized gains and losses, net of tax effect, are included as a separate component of stockholders’ equity.

Refer to Note 4 Securities, to the Consolidated Financial Statements.

Refer to Note 4.

Securities to the Consolidated Financial Statements.

The majority of the Bank’s residential and commercial mortgage-backed securities are issued or guaranteed by an agency of the U.S.

government including Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), and Government National Mortgage Association (“GNMA”).

government including FHLMC, FNMA, and GNMA.

Agency mortgage-backed securities along with obligations issued directly by the U.S.

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Each of the U.S.

government, agency, and agency guaranteed obligations are rated AA+ by Standard and Poor’s and Aaa by Moody’s.

government, agency, and agency guaranteed obligations are rated AA+ by Standard and Poor’s and Aa1 by Moody’s.

The municipal portfolio provides tax-advantaged yield and diversification of risk and is generally comprised of general obligation and revenue bonds issued by states, cities, counties and other governmental entities to fund day-to-day obligations and to finance capital projects such as building schools, highways, sewer systems, hospitals, or other critical infrastructure.

The asset-backed securities portfolio provides attractive yields and diversification of risk and is largely comprised of senior classes of collateralized loan obligations that invest in U.S.

based broadly syndicated and middle market loans.

The asset-backed securities portfolio provides attractive yields and diversification of risk and is largely comprised of senior classes of collateralized loan obligations that invest in U.S.-based syndicated and middle market loans.

The corporate debt securities portfolio is comprised of U.S.

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Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Refer to Note 4 Securities, to the Consolidated Financial Statements, for further discussion on contractual maturities and callable securities.

Refer to Note 4.

Securities to the Consolidated Financial Statements for further discussion on contractual maturities and callable securities.

At December 31, 2025

or Less Amortized Cost Weighted Average Yield More than One Year to Five Years Amortized Cost Weighted Average Yield More than Five Years to Ten Years Amortized Cost Weighted Average Yield More than Ten Years Amortized Cost Weighted Average Yield Amortized

Cost Estimated

(dollars in thousands)

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Total debt securities (5)

(1) $47.8 million of the Bank’s corporate debt securities carry interest rates which adjust to a spread over SOFR on a quarterly basis.

$ 35,387 1.36 % $ 246,229 2.72 % $ 247,958 2.97 % $ 1,590,879 4.19 % $ 2,120,453 $ 2,057,617

(1) The amortized cost of available-for-sale securities excludes the portfolio layer fair value hedge basis adjustments of $4.0 million at December 31, 2025.

(2) $43.6 million carry interest rates which adjust to a spread over SOFR on a quarterly basis.

(3) All of the Bank’s asset-backed securities carry interest rates which adjust to a spread over SOFR on a quarterly basis.

(3) $478.3 million of the Bank’s mortgage-backed securities carry interest rates which generally adjust to a spread over SOFR on a quarterly basis.

(4) $239.7 million carry interest rates which generally adjust to a spread over SOFR on a monthly basis.

(5) Includes fixed rate securities that are the hedged items in fair value hedges under the portfolio layer method.

The hedged instruments are pay fixed rate and receive floating rate interest rate swaps, and the total notional amount of these hedges is $678.9 million as of December 31, 2025.

Equity Investments .

At December 31, 2025, and 2024, the Company held equity investments of $91.9 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 equity investments are primarily comprised of select financial services institutions’ preferred stocks, and investments in other financial institutions and investment funds.

At December 31, 2025, and 2024, the Company held restricted equity investments of $129.3 million and $108.6 million, respectively.

The restricted equity investments are primarily comprised of FHLB and FRB stock which are carried at cost.

Sources of Funds

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however, market interest rates and rates offered by competing financial institutions could significantly affect the Bank’s ability to attract and retain deposits.

The Company’s deposits decreased $368.6 million to $10.07 billion at December 31, 2024, from $10.43 billion in the prior year, primarily related to planned runoff of brokered time deposits, which decreased by $556.8 million, partly offset by increases in retail time deposits of $203.5 million.

The Company’s deposits increased $898.1 million to $10.96 billion at December 31, 2025, from $10.07 billion in the prior year, primarily due to increases in time deposits of $387.9 million and interest bearing deposits of $353.9 million.

At December 31, 2025 and 2024, the Bank had $6.46 billion and $5.75 billion, respectively, of total uninsured deposits (in excess of the Federal Deposit Insurance Corporation limit).

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At December 31, 2025, the Bank had $1.40 billion of outstanding advances from the FHLB.

The Company also has borrowings outside of the FHLB comprised of subordinated debt and trust preferred debt.

During the year, the Company issued $185.0 million of subordinated notes in October 2025 at an initial rate of 6.375% and stated maturity of November 15, 2035.

The proceeds were primarily used to redeem the Company’s subordinated notes due May 15, 2030, with principal amount of $125.0 million, in November 2025.

The Company had trust preferred debt with a carrying value of $72.1 million as of December 31, 2025.

The Bank can also borrow from the Federal Reserve Bank of Philadelphia under its primary credit program.

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At December 31, 2025, the Bank had outstanding municipal letters of credit of $1.13 billion issued by the FHLB used to secure such government deposits.

The Company also pledged $1.07 billion of securities with the FHLB and the FRB to secure borrowings, enhance borrowing capacity, collateralize its repurchase agreements, and for other purposes required by law.

The Company also pledged $1.45 billion of securities with the

FHLB and the FRB to secure borrowings, enhance borrowing capacity, collateralize its repurchase agreements, and for other purposes required by law.

The Bank also borrows funds using securities sold under agreements to repurchase with customers.

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As of December 31, 2025 the Bank had no borrowings outstanding with the FRB discount window.

Recent Acquisitions

On October 1, 2024, the Company completed the acquisition of Spring Garden.

Total consideration paid was $162.7 million and goodwill from the transaction amounted to $17.2 million.

The transaction will be complementary to the Company’s existing products and will expand the Company’s specialty finance offerings.

The Company’s acquisitions over recent years have enhanced the Company’s position as the premier community banking franchise in central and southern New Jersey, strengthened its presence in the major metropolitan areas of Philadelphia and New York, grown business lines, expanded its geographic footprint, and improved financial performance.

The Company will continue to evaluate potential acquisition opportunities to further create stockholder value.

Recent Developments

On December 29, 2025, the Company, Flushing, and Apollo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

On the terms and subject to the conditions set forth in the Merger Agreement, (a) Merger Sub will merge with and into Flushing, with Flushing continuing as the surviving entity (the “First Merger”), (b) immediately following the First Merger, Flushing will merge with and into the Company, with the Company continuing as the surviving entity (the “Second Merger” and together with the First Merger, the “Mergers”), and (c) on the day immediately following the Second Merger, Flushing Bank, a New York chartered non-member bank and, prior to the Second Merger, a wholly-owned subsidiary of Flushing, will merge with and into the Bank, with the Bank continuing as the surviving bank (the “Bank Merger”).

The Merger Agreement was unanimously approved by the board of directors of the Company and the board of directors of Flushing.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Flushing issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, will be converted into the right to receive 0.85 of a share of common stock, par value $0.01 per share, of the Company.

Concurrently with its entry into the Merger Agreement, the Company entered into an Investment Agreement, dated December 29, 2025, with affiliates of funds managed by Warburg (the “Investment Agreement”).

On the terms and subject to the conditions set forth in the Investment Agreement, concurrently with the closing of the Mergers, Warburg will invest an aggregate of $225 million in exchange for the sale and issuance by the Company of approximately (a) 9.5 million shares of the Company’s common stock at a purchase price of $19.76 per share and (b) 1,900 shares of a new class of non-voting, common-equivalent stock of the Company (“NVCE Stock”) at a purchase price of $19,760 per share, which represents the economic equivalent of approximately 1.9 million shares of the Company’s common stock.

In addition, Warburg will receive a warrant to purchase approximately 11,400 shares of NVCE Stock with an exercise price of $19,760 per share of NVCE Stock, which represents the economic equivalent of approximately 11.4 million shares of the Company’s common stock (the “Warrant” and, together with the Company’s common stock and NVCE Stock to be issued pursuant to the Investment Agreement, the “Investment”).

The Warrant carries a term of seven years and can be exercised voluntarily following the third anniversary of the investment closing.

The Warrant can also be voluntarily exercised prior to the third anniversary of the investment closing, (i) in the event the market price of the Company’s common stock reaches or exceeds $30 per share at the closing of any trading day or (ii) in transactions involving a change of control.

The Warrant is subject to mandatory exercise, at any time, in the event the market price of the Company’s common stock reaches or exceeds $30 per share for 20 or more trading days during any 30 consecutive trading day period.

Subject to the receipt of requisite regulatory and stockholder approvals and satisfaction or waiver of other customary closing conditions, the parties anticipate that the Mergers, the Bank Merger and the Investment will close in the second quarter of 2026.

Subsidiary Activities

At December 31, 2025, the Company held the Bank and OceanFirst Risk Management, Inc.

as direct subsidiaries.

OceanFirst Risk Management Inc.

is a Nevada captive insurance company that insures certain risks relating to the business of the Bank and the Company.

During 2025, the Company held a 60% controlling interest in Trident Abstract Title Agency, LLC, which was disposed of in its entirety on October 1, 2025.

At December 31, 2025, the Bank owned all or a majority interest in five direct subsidiaries:

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The subsidiary holds certain assets and liabilities acquired through acquisitions.

In addition to the Bank, the Company holds OceanFirst Risk Management, Inc.

as a direct subsidiary.

OceanFirst Risk Management Inc.

is a Nevada captive insurance company that insures certain risks relating to the business of the Bank and the Company.

The Company also holds a 60% interest in Trident Abstract Title Agency, LLC, a New Jersey corporation, which was acquired in 2022.

This subsidiary provides commercial and residential title services throughout New Jersey, and through strategic alliances can also service clients’ title insurance needs outside of New Jersey.

Furthermore, the Company holds the following statutory business trusts:

OceanFirst Capital Trust I, OceanFirst Capital Trust II, OceanFirst Capital Trust III, Sun Statutory Trust VII, Sun Capital Trust VII, Sun Capital Trust VIII, and Country Bank Statutory Trust I, collectively known as the “Trusts”.

All of the Trusts are incorporated in Delaware and were formed to issue trust preferred securities.

Lastly, the Company holds the following statutory business trusts:

Human Capital

OceanFirst’s long-term growth and success depends on its ability to attract, develop and retain a high-performing workforce.

The Company strives to provide a work environment that promotes collaboration, productivity, and employee engagement, which in turn drives both employee and customer success, as well as benefits the communities.

The Company’s long-term growth and success depends on its ability to attract, develop and retain a high-performing workforce.

The Company strives to provide a work environment that promotes collaboration, accountability, and employee engagement, which in turn drives both employee and customer success, as well as benefits the communities.

The Company’s Board of Directors and Executive Team oversee the strategic management of the Company’s human capital resources, and the Human Resources department manages the day-to-day of those resources.

Employee profile

As of December 31, 2024, the Bank had 951 full-time employees, 56 part-time employees, and 24 commissioned employees, for a total of 1,031 employees.

As of December 31, 2025, the Bank had 898 full-time employees and 56 part-time employees for a total of 954 employees.

Approximately 62% of the Bank ’s employees are female and 38% are male, and the average tenure was over seven years .

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As part of the Bank ’s compensation philosophy, market competitive total rewards programs are maintained for employees to attract and retain superior talent.

In addition to competitive base wages, additional programs include annual bonus compensation opportunities, a Bank Employee Stock Ownership Plan (“ESOP”), a Bank matched 401(k) Plan, health and welfare benefits, flexible spending accounts, paid time off, family leave, and employee assistance programs.

In addition to competitive base wages, additional programs include annual bonus compensation opportunities, a Bank ESOP, a Bank matched 401(k) Plan, health and welfare benefits, flexible spending accounts, paid time off, family leave, and employee assistance programs.

Some employees also receive grants of equity awards in the Company ’s stock and non-equity awards that mirror the Company ’s stock performance.

In addition, the Bank promotes health and wellness by encouraging work-life balance, offering flexible work schedules and sponsoring various programs, focusing on mental, emotional, social, intellectual, and spiritual health.

In addition, the Bank promotes health and wellness by encouraging work-life balance and sponsoring various programs, focusing on mental, emotional, social, intellectual, and spiritual health.

A core tenet of the Bank ’s talent philosophy is to both develop talent from within and supplement with external hires.

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New employees are assigned an ambassador, who extends the integration process beyond the typical orientation experience.

Retention strategies include espousing a culture that inspires loyalty and trust through ongoing communication of strategic initiatives and executive roundtable conversations, in addition to the benefits mentioned above in Total rewards .

Retention strategies include espousing a culture that rewards high performance and builds trust through ongoing communication of strategic initiatives and executive roundtable conversations, in addition to the benefits mentioned above in Total rewards .

The Bank ’s leadership development programs and opportunities offered through OceanFirst Bank University help ensure that motivated individuals have the opportunity for continuous improvement.

Employees each maintain a professional development action plan and participate in regular evaluation and growth opportunities.

Employees are encouraged to maintain a professional development action plan and participate in regular evaluation and growth opportunities.

The Bank ’s peer recognition program provides the space for ongoing recognition and celebration of accomplishments.

This approach has yielded loyalty and commitment from employees which in turn grows the business, products, and customers.

This approach has also added new employees and ideas, which support a continuous improvement mindset and the goals of a collaborative workforce.

This approach has yielded commitment from employees, which in turn encourages enterprise productivity and grows the business.

This approach has also added new employees and innovative technology solutions, which support a continuous improvement mindset and accountability of a collaborative workforce.

REGULATION AND SUPERVISION

The Company is a bank holding company (“BHC”) under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”).

The Company is a BHC under Section 3 of the BHC Act, as amended.

As a bank holding company, the Company is subject to the requirements of the BHC Act, including required approvals for investments in or acquisitions of banking organizations, or entities involved in activities that are deemed closely related to banking, capital adequacy standards, and limitations on non-banking activities.

The Company is registered with the FRB and is required by Federal law to file reports with, and comply with the rules and regulations of the FRB.

The Bank is a member of the FHLB System and, with respect to deposit insurance, of the Deposit Insurance Fund (“DIF”) managed by the FDIC.

The Bank is a member of the FHLB System and, with respect to deposit insurance, of the DIF managed by the FDIC.

The Bank is subject to extensive regulation, examination, and supervision by the OCC, as its primary federal regulator, and the FDIC, as the deposit insurer.

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The OCC conducts periodic examinations to test the Bank’s safety and soundness and compliance with various regulatory requirements.

This regulation and supervision establishes a comprehensive

framework of activities in which an institution can engage and is intended primarily for the protection of the DIF and depositors and to ensure the safe and sound operation of the Bank.

This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the DIF and depositors and to ensure the safe and sound operation of the Bank.

The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate allowance for credit losses for regulatory purposes.

In addition, the Company elected to become a financial holding company under the Gramm-Leach Bliley Act (the “GLBA”) amendments to the BHC Act.

In addition, the Company elected to become a financial holding company under the GLBA amendments to the BHC Act.

Financial holding companies that continue to meet the applicable requirements, and the non-bank companies under their control, are permitted to engage in activities considered financial in nature or incidental to financial activities and, if the FRB determines that they pose no risk to the safety or soundness of depository institutions or the financial system in general, activities that are considered complementary to financial activities.

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Many of these changes have occurred as a result of the Dodd-Frank Act and its implementing regulations.

In addition, in 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”) was enacted.

In addition, in 2018, the EGRRCPA was enacted.

This legislation includes targeted amendments to the Dodd-Frank Act and other financial services laws.

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Among other things, the EGRRCPA increased the asset threshold for depository institutions and holding companies to perform stress tests required under Dodd Frank from $10 billion to $250 billion in total consolidated assets, and raised the threshold for the requirement that publicly traded holding companies have a risk committee from $10 billion in consolidated assets to $50 billion in consolidated assets.

addition, the EGRRCPA limited the definition of loans that would be subject to the higher risk weighting applicable to high volatility commercial real estate.

In addition, the EGRRCPA limited the definition of loans that would be subject to the higher risk weighting applicable to high volatility commercial real estate.

Volcker Rule .

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In addition to making bank holding companies subject to the same capital requirements as their bank subsidiaries, these provisions (often referred to as the Collins Amendment to the Dodd-Frank Act) were also intended to eliminate or significantly reduce the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital.

The final Basel III capital rules permit banks with less than $15 billion in assets to continue to treat trust preferred securities as Tier 1 capital.

This treatment is permanently grandfathered as Tier 1 capital even if the Company should ever exceed $15 billion assets due to organic growth.

Should the Company exceed $15 billion in assets as the result of a merger or acquisition, then the Tier 1 treatment of its outstanding trust preferred securities will be phased out, but those securities will still be treated as Tier 2 capital.

The Company’s subordinated debt is treated as Tier 2 capital with 20% annual phase-outs starting from the first call date in 2030.

At December 31, 2025 , the Company exceeded all regulatory capital requirements currently applicable.

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Prior FRB approval is required, however, before the financial holding company may acquire control of more than 5% of the voting shares or substantially all of the assets of a BHC, bank, or savings association.

In addition, under the FRB's merchant banking regulations, a financial holding company is authorized to invest in companies that engage in activities that are not financial in nature, as long as the financial holding company makes its investment with the intention of limiting the duration of the investment, does not manage the company on a day-to-day basis, and the company does not cross-market its products or services with any of the financial holding company's controlled depository institutions.

In addition, under the FRB, merchant banking regulations, a financial holding company is authorized to invest in companies that engage in activities that are not financial in nature, as long as the financial holding company makes its investment with the intention of limiting the duration of the investment, does not manage the company on a day-to-day basis, and the company does not cross-market its products or services with any of the financial holding company's controlled depository institutions.

If any subsidiary bank of a financial holding company ceases to be “well-capitalized” or “well-managed” and fails to correct its condition within the time period that the FRB specifies, the FRB has authority to order the financial holding company to divest its subsidiary banks.

Alternatively, the financial holding company may elect to limit its activities and the activities of its subsidiaries to those permissible for a BHC that is not a financial holding company.

If any subsidiary bank of a financial holding company receives a rating under the Community Reinvestment Act (“CRA”) of less than “satisfactory,” then the financial holding company is prohibited from engaging in new activities or acquiring companies other than BHCs, banks, or savings associations until the rating is raised to “satisfactory” or better.

If any subsidiary bank of a financial holding company receives a rating under the CRA of less than “satisfactory,” then the financial holding company is prohibited from engaging in new activities or acquiring companies other than BHCs, banks, or savings associations until the rating is raised to “satisfactory” or better.

For additional information, refer to ‘Regulation of Bank Subsidiary – Community Reinvestment Act and Fair Lending Law’.

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Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital.

Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt.

Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include

cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt.

Also included in Tier 2 capital is the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets.

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Assessments for institutions with $10 billion or more of assets are primarily based on a scorecard approach by the FDIC, including factors such as examination ratings and modeling measuring the institution’s ability to withstand asset-related and funding-related stress and potential loss to the DIF should the bank fail.

Additionally, on November 29, 2023, the FDIC adopted a final rule, effective on April 1, 2024, to implement a special assessment to recover the loss to the DIF arising from the protection of uninsured depositors following the closures of Silicon Valley Bank and Signature Bank in the spring of 2023.

The FDIC will collect the special assessment at a quarterly rate multiplied by an insured depository institution’s estimated uninsured deposits, reported for the quarter that ended December 31, 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits, over an initial eight quarterly assessment periods and currently projects that the special assessment will be collected for an initial two quarters at a lower rate.

The first of the collection periods was the first quarterly assessment period of 2024 (i.e., January 1 through March 31, 2024) with a payment date of June 28, 2024.

Additionally, in 2023, the FDIC adopted a final rule, effective on April 1, 2024, to implement a special assessment over eight quarterly assessment periods to recover the loss to the DIF arising from the protection of uninsured depositors following the closures of two regional banks in the spring of 2023.

Throughout the initial collection period, the FDIC collected the special assessment at a quarterly rate of 3.36 basis points, multiplied by an insured depository institution’s estimated uninsured deposits as reported for the quarter that ended December 31, 2022, adjusted to exclude the first $5 billion.

On December 16, 2025, the FDIC adopted an interim final rule, effective on December 19, 2025 (with comments due on or before January 20, 2026), to reduce the special assessment rate for the eighth collection quarter to 2.97 basis points and to provide an offset to regular quarterly deposit insurance assessments for banks subject to the special assessment if the total amount collected exceeds the estimated losses.

If the final loss amounts exceed the amount collected, a one-time shortfall special assessment will be collected.

The FDIC has authority to increase insurance assessments.

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The expenses in 2025 and 2024 were impacted by the FDIC approval of the final rule to implement a special assessment as noted above.

As a result, the Bank incurred a special assessment of $418,000 and $1.7 million for the years ended December 31, 2024 and 2023.

As a result, the Bank incurred a special assessment release of $210,000 and a special assessment fees of $418,000, which were included in the total deposit insurance assessment expenses for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Bank had incurred a total of $1.7 million in FDIC special assessment fees.

Loans to One Borrower .

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The assessments paid by the Bank totaled $1.1 million and $1.3 million, respectively, for the years ended December 31, 2025 and 2024.

For calendar year 2025, the OCC is increasing the marginal rates in the general assessment fee schedule for assets $40 billion and below by a factor of 2.65% to account for inflation.

In September 2025, the OCC reduced assessment rates for regulated institutions by 30% for smaller banks (assets up to $40 billion), with these lower rates maintained for 2026.

Transactions with Related Parties .

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A national bank’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on certain of its activities such as branching or mergers.

In 2023, the FDIC, the FRB, and the OCC issued a final rule to strengthen and modernize the CRA regulations.

Under the final rule, banks with assets of at least $2 billion as of December 31 in both of the prior two calendar years will be a “large bank.” The agencies will evaluate large banks under four performance tests:

the Retail Lending Test, the Retail Services and Products Test, the Community Development Financing Test, and the Community Development Services Test.

The final rule was scheduled to take effect on April 1, 2024 and the applicability date for the majority of the provisions in the CRA regulations was January 1, 2026 with additional requirements applicable on January 1, 2027.

However, the final rule is subject to legal challenges that have pushed back the implementation date and compliance deadlines.

On March 29, 2024, a federal court in the Northern District of Texas issued a preliminary injunction of the new CRA regulations, enjoining the federal banking agencies

from enforcing the regulations against the plaintiff bank industry trade groups, and extending the regulations’ implementation dates day-for-day for each day the injunction is in place.

During 2025, the Bank received a CRA Performance Evaluation from the OCC with a rating of “Outstanding” for the evaluation period from 2021 to 2023, for which the examination commenced in 2024.

In 2023, the FDIC, the FRB, and the OCC issued a final rule (the “2023 CRA Rule”) to replace the CRA regulations adopted by the agencies in 1995 (the “1995 CRA Regulations”).

During the transition period, the 1995 CRA Regulations remain applicable.

On July 16, 2025, the agencies issued a joint notice of proposed rulemaking to rescind the 2023 CRA Rule and replace it with the 1995 CRA Regulations, with certain conforming and technical amendments.

The Bank received a rating of “Outstanding” at its most recent CRA Performance Evaluation by the OCC, dated November 18, 2024, for the evaluation period from 2021 to 2023.

Fair Lending Law .

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The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the OCC, as well as other federal regulatory agencies and the Department of Justice.

On September 18, 2024, the Bank voluntarily entered into settlement agreements with the United States Department of Justice (the “DOJ”) and United States Department of Housing and Urban Development to resolve claims that the Bank violated the Equal Credit Opportunity Act and Fair Housing Act in the New Brunswick-Lakewood, New Jersey lending area, which includes Middlesex, Monmouth and Ocean counties.

Under the Agreements, the Bank has committed to invest at least $14 million in a mortgage loan subsidy fund for eligible residents in Middlesex and Monmouth counties over a five-year period.

The Bank also has agreed to invest $400,000 in community partnerships, spend $140,000 per year in targeted marketing, advertising and outreach in the New Brunswick-Lakewood area which includes Middlesex, Monmouth and Ocean counties, and provide financial education workshops designed to expand access to home mortgage credit.

As of December 31, 2024, the Bank believes it is on track to comply with the commitments entered into the settlement agreements.

The Bank also will continue lending and community development initiatives that pre-date the settlement, and which are designed to increase access to residential lending and other financial services in the New Brunswick market and across its footprint.

Since 2020, the Bank has provided over $625 million in loans and investments benefiting thousands of people in the communities it serves.

On September 18, 2024, the Bank voluntarily entered into settlement agreements with the DOJ and HUD to resolve claims that the Bank violated the Equal Credit Opportunity Act and Fair Housing Act in the New Brunswick-Lakewood, New Jersey lending area, which includes Middlesex, Monmouth and Ocean counties.

Under the Agreements, the Bank has committed to invest at least $14 million in a mortgage loan subsidy fund for eligible residents over a five-year period.

The Bank also has agreed to invest $400,000 in community partnerships, $140,000 per year through each year of the Consent Order on advertising, outreach, consumer financial education, and credit counseling in the New Brunswick Lending Area, and provide financial education workshops designed to expand access to home mortgage credit.

As of December 31, 2025, the Bank had spent $152,000 for community partnerships and $91,000 for marketing and advertising outreach.

The Bank requested that the DOJ review the settlement agreement for termination based on the Bank’s actions.

HUD subsequently terminated its settlement agreement with the Bank by letter dated September 3, 2025.

Federal Home Loan Bank System

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However, the level of dividends is reduced for financial institutions that exceed a certain asset size.

For 2024, the asset level is $12.52 billion, and financial institutions whose assets exceed that level receive dividends generally equal to the rate of the 10-year Treasury note, which totaled $1.7 million for the year ended December 31, 2024, as compared to $1.6 million in the prior year.

For 2025, the asset level is $12.84 billion, and financial institutions whose assets exceed that level receive dividends generally equal to the rate of the 10-year Treasury note, which totaled $1.7 million for each of the years ended December 31, 2025 and 2024.

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-K

Item 1. Business