What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 404 added, 254 removed, 1512 unchanged (30% of the section changed)

97 unchanged sentences

881,568 1,045,875

Equity investments 84,104 100,163

Equity investments (encumbered $ 4,975 at December 31, 2025 and $ 0 at December 31, 2024)

91,882 84,104

Restricted equity investments, at cost 129,329 108,634

6 unchanged sentences

Bank owned life insurance 270,301 270,208

Assets held for sale — 28

Goodwill 517,481 523,308

4 unchanged sentences

Deposits $ 10,964,405 $ 10,066,342

Federal Home Loan Bank ("FHLB") advances 1,072,611 848,636

FHLB advances

1,397,179 1,072,611

Securities sold under agreements to repurchase with customers 54,434 60,567

5 unchanged sentences

Preferred stock, $ 0.01 par value, $ 1,000 liquidation preference, 5,000,000

shares authorized, 57,370 shares issued at both December 31, 2024 and December 31, 2023

shares authorized, 0 and 57,370 shares issued at December 31, 2025 and December 31, 2024, respectively.

Common stock, $ 0.01 par value, 150,000,000 shares authorized, 62,942,427 and 62,673,192 shares issued at December 31, 2025 and December 31, 2024, respectively;

3 unchanged sentences

Accumulated other comprehensive loss ( 2,159 ) ( 15,853 )

Unallocated common stock held by Employee Stock Ownership Plan ("ESOP") ( 2,542 ) ( 3,780 )

Unallocated common stock held by ESOP

( 1,301 ) ( 2,542 )

Treasury stock, 5,551,858 and 4,118,321 shares at December 31, 2025 and December 31, 2024, respectively

8 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amount)

(in thousands, except per share amounts)

For the Year Ended December 31,

12 unchanged sentences

Net interest income after provision for credit losses 344,052 326,346 352,053

Other income:

Other income (loss):

Bankcard services revenue 6,534 6,197 5,912

3 unchanged sentences

Net gain (loss) on equity investments 916 4,225 ( 3,732 )

Net (loss) gain from other real estate operations ( 20 ) — 48

Net loss from other real estate operations ( 285 ) ( 20 ) —

Income from bank owned life insurance 7,753 7,905 5,280

14 unchanged sentences

Merger related expenses 4,253 1,779 22

Restructuring charges 11,526 — —

Other operating expense 26,353 23,068 20,029

7 unchanged sentences

Dividends on preferred shares 2,008 4,016 4,016

Loss on redemption of preferred stock 1,842 — —

Net income available to common stockholders $ 67,128 $ 96,049 $ 100,013

10 unchanged sentences

Net income $ 71,027 $ 100,390 $ 104,065

Other comprehensive income (loss):

Unrealized gain (loss) on debt securities (net of tax expense of $ 1,561 and $ 4,560 in 2024 and 2023, respectively, and tax benefit of $ 10,629 in 2022)

Other comprehensive income:

Unrealized gain on debt securities (net of tax expense of $ 4,235 , $ 1,561 and $ 4,560 in 2025, 2024 and 2023, respectively)

13,293 4,698 14,312

Accretion of unrealized loss on debt securities reclassified to held-to-maturity (net of tax expense of $ 200 , $ 169 and $ 213 in 2025, 2024, and 2023, respectively)

Unrealized loss on derivative hedges (net of tax benefit of $ 304 , $ 257 and $ 8 in 2024, 2023 and 2022, respectively)

Unrealized loss on cash flow derivative hedges (net of tax benefit of $ 34 , $ 304 and $ 257 in 2025, 2024 and 2023, respectively)

( 108 ) ( 956 ) ( 808 )

Reclassification adjustment for loss (gains) included in net income (net of tax expense of $ 326 and $ 423 in 2024 and 2023, respectively, and net of tax benefit of $ 26 in 2022)

Reclassification adjustment for loss included in net income (net of tax expense of $ 70 , $ 326 and $ 423 in 2025, 2024 and 2023, respectively)

221 1,023 1,326

Total other comprehensive income (loss), net of tax 5,009 15,120 ( 33,161 )

Total other comprehensive income, net of tax 13,694 5,009 15,120

Total comprehensive income 84,721 105,399 119,185

3 unchanged sentences

dividends on preferred shares 2,008 4,016 4,016

loss on redemption of preferred stock 1,842 — —

Total comprehensive income available to common stockholders $ 80,822 $ 101,058 $ 115,133

13 unchanged sentences

Net income — — — 104,029 — — — 36 104,065

Other comprehensive loss, net

Other comprehensive income, net

of tax — — — — 15,120 — — — 15,120

1 unchanged sentence

Allocation of ESOP stock

— — ( 341 ) — — 2,411 — — 2,070

Cash dividend – $ 0.80 per share

1 unchanged sentence

Exercise of stock options — 1 1,421 ( 720 ) — — — — 702

Repurchase 373,223 shares of

— — — — — — ( 7,396 ) ( 7,396 )

Preferred stock dividend — — — ( 4,016 ) — — — — ( 4,016 )

Acquisition of Trident Abstract Title Agency, LLC (“Trident”) — — — — — — — 836 836

Distribution to non-controlling interest — — — — — — — ( 55 ) ( 55 )

5 unchanged sentences

Allocation of ESOP stock

— — ( 124 ) — — 1,238 — — 1,114

Cash dividend – $ 0.80 per share

1 unchanged sentence

Exercise of stock options — — 571 — — — — — 571

Repurchase 1,383,238 shares of

— — 35 — — — ( 21,511 ) — ( 21,476 )

Preferred stock dividend — — — ( 4,016 ) — — — — ( 4,016 )

Distribution to non-controlling interest — — — — — — — ( 55 ) ( 55 )

Balance at December 31, 2024 1 613 1,168,321 641,727 ( 15,853 ) ( 2,542 ) ( 90,617 ) 1,107 1,702,757

4 unchanged sentences

Allocation of ESOP stock

— — ( 74 ) — — 1,241 — — 1,167

Cash dividend – $ 0.80 per share

4 unchanged sentences

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

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

Deconsolidation of Trident — — — — — — — ( 841 ) ( 841 )

Distribution to non-controlling interest — — — — — — — ( 315 ) ( 315 )

Balance at December 31, 2025 $ — $ 625 $ 1,118,331 $ 662,616 $ ( 2,159 ) $ ( 1,301 ) $ ( 115,562 ) $ — $ 1,662,550

10 unchanged sentences

Allocation of ESOP stock

1,167 1,114 2,070

Stock compensation 4,869 6,084 5,854

3 unchanged sentences

Amortization of servicing asset 480 308 90

Net premium amortization in excess of discount accretion on securities 870 3,133 7,164

Net (discount) premium amortization in excess of discount accretion on securities ( 3,539 ) 870 3,133

Net amortization of deferred costs on borrowings 338 626 598

1 unchanged sentence

Provision for credit losses 16,171 7,689 17,678

Net gain on sale of other real estate owned — — ( 54 )

Net write-down of fixed assets held-for-sale to net realizable value — — 459

Net gain on sale of fixed assets ( 131 ) ( 26 ) ( 38 )

Net loss (gain) on sale of fixed assets 2 ( 131 ) ( 26 )

Net (gain) loss on equity investments ( 916 ) ( 4,225 ) 3,732

3 unchanged sentences

Residential loans originated for sale ( 485,200 ) ( 283,858 ) ( 62,543 )

Write down of other real estate owned 198 — —

Increase in value of bank owned life insurance ( 7,246 ) ( 6,566 ) ( 5,280 )

Net (gain) loss on sale of assets held for sale — ( 855 ) 233

Decrease (increase) in interest and dividends receivable 5,960 ( 7,170 ) ( 12,098 )

Deferred tax (benefit) provision ( 337 ) 3,151 1,777

(Increase) decrease in other assets ( 3,364 ) 34,504 ( 80,233 )

(Decrease) increase in other liabilities ( 8,062 ) ( 44,663 ) 178,684

(Increase) decrease in interest and dividends receivable ( 3,096 ) 5,960 ( 7,170 )

Deferred tax provision (benefit) 3,009 ( 337 ) 3,151

Net loss on disposal of controlling interest in Trident 4,338 — —

Decrease (increase) in other assets 29,319 ( 3,364 ) 34,504

Decrease in other liabilities ( 47,632 ) ( 8,062 ) ( 44,663 )

Total adjustments 16,184 ( 8,147 ) 20,196

1 unchanged sentence

Cash flows from investing activities:

Net decrease (increase) in loans receivable 199,094 ( 243,545 ) ( 1,126,997 )

Net (increase) decrease in loans receivable ( 913,989 ) 199,094 ( 243,545 )

Purchases of loan pools ( 26,859 ) ( 84,464 ) ( 35,904 )

23 unchanged sentences

Proceeds from disposal of premises and equipment — 3,380 —

Purchases of operating lease equipment — — ( 4,789 )

Net cash consideration (paid) received for acquisition ( 68,932 ) — 38,609

Net cash provided by (used in) investing activities 106,400 ( 487,997 ) ( 1,321,008 )

Proceeds from disposal of controlling interest in Trident 2,750 — —

Net cash consideration paid for acquisition — ( 68,932 ) —

Net cash (used in) provided by investing activities ( 1,175,605 ) 106,400 ( 487,997 )

Cash flows from financing activities:

Net (decrease) increase in deposits ( 366,502 ) 760,023 ( 56,963 )

Net increase (decrease) in deposits 857,974 ( 366,502 ) 760,023

(Decrease) increase in short-term borrowings ( 6,204 ) ( 12,667 ) 3,950

Net proceeds (repayment) from FHLB advances

324,568 223,975 ( 362,530 )

Net proceeds from issuance of subordinated notes 181,882 — —

Repayments of other borrowings ( 125,000 ) — —

Increase in advances by borrowers for taxes and insurance 624 1,002 1,100

(Decrease) increase in advances by borrowers for taxes and insurance ( 1,786 ) 624 1,002

Exercise of stock options 717 571 702

2 unchanged sentences

Dividends paid ( 48,247 ) ( 50,880 ) ( 51,274 )

Redemption of preferred stock ( 57,370 ) — —

Distributions to non-controlling interest ( 315 ) — ( 55 )

Net cash (used in) provided by financing activities ( 228,746 ) 349,468 1,013,760

Net decrease in cash and due from banks and restricted cash ( 30,103 ) ( 14,268 ) ( 56,798 )

Net cash provided by (used) in financing activities 1,099,909 ( 228,746 ) 349,468

Net increase (decrease) in cash and due from banks and restricted cash 11,515 ( 30,103 ) ( 14,268 )

Cash and due from banks and restricted cash at beginning of year 123,615 153,718 167,986

12 unchanged sentences

Accretion of unrealized loss on securities reclassified to held-to-maturity 487 413 503

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

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

Transfer of premises and equipment to assets held-for-sale — — 1,302

Transfer of securities from held-to-maturity to available-for-sale — 500 —

Transfer of loans receivable to other real estate owned 9,565 — —

Transfer of loans receivable to loans held-for-sale 8,640 — —

8 unchanged sentences

Loans $ — $ 140,062 $ —

Other current assets — — 238

Premises and equipment — 157 —

Right of use ("ROU") asset — — 779

Other real estate owned — 1,666 —

3 unchanged sentences

Liabilities assumed:

Lease liability — — 779

Other liabilities — 4,033 —

11 unchanged sentences

the Bank’s direct and indirect wholly-owned subsidiaries, OceanFirst REIT Holdings, Inc., OceanFirst Management Corp., OceanFirst Realty Corp., Casaba Real Estate Holdings Corporation, Country Property Holdings, Inc., OFB Acquisition LLC;

Spring Garden Capital Group, LLC (and it’s subsidiaries) (“Spring Garden”), and a majority controlling interest in Trident Abstract Title Agency, LLC (“Trident”).

and Spring Garden (and its subsidiaries).

All significant intercompany accounts and transactions have been eliminated in consolidation.

The Bank provides a range of regional community banking services to retail and commercial customers through a network of branches and offices throughout New Jersey and in the major metropolitan areas between Massachusetts and Virginia.

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 non-owner-occupied (“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 Bank is subject to competition from other financial institutions and certain technology companies.

2 unchanged sentences

The consolidated financial statements have been prepared in conformity with U.S.

generally accepted accounting principles (“GAAP”).

The preparation of the accompanying consolidated financial statements, in conformity with these accounting principles, requires management to make estimates and assumptions about future events.

9 unchanged sentences

For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

Securities include debt securities held-to-maturity (“HTM”) and debt securities available-for-sale (“AFS”).

Securities include debt securities HTM and debt securities AFS.

Debt securities include U.S.

government and agency obligations, state and municipal debt obligations, corporate debt securities, asset-backed securities, and mortgage-backed securities (“MBS”).

Mortgage-backed securities include:

agency residential and commercial mortgage-backed securities which are issued and guaranteed by one of the Federal Home Loan Mortgage Corporation (“FHLMC”), the Federal National Mortgage Association (“FNMA”), the Government National Mortgage Association (“GNMA”), or the Small Business Administration (“SBA”);

and non-agency commercial mortgage-backed securities.

government and agency obligations, state and municipal debt obligations, corporate debt securities, asset-backed securities, and MBS.

MBS includes:

agency residential and commercial MBS which are issued and guaranteed by one of the FHLMC, the FNMA, the GNMA, or the SBA;

and non-agency commercial MBS.

Management determines the appropriate classification at the time of purchase.

2 unchanged sentences

Securities in the AFS category are securities which the Company may sell prior to maturity as part of its asset/liability management strategy.

Such securities are carried at estimated fair value and unrealized gains and losses, net of related tax effect, are excluded from earnings, but are included as a separate component of stockholders’ equity and as part of other comprehensive income.

Such securities are carried at estimated fair value and unrealized gains and losses, net of related tax effect, are excluded from earnings, but are included as a separate

component of stockholders’ equity and as part of other comprehensive income.

Gains or losses on the sale of such securities are included in other income using the specific identification method.

4 unchanged sentences

Equity investments without readily determinable fair values are carried at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer (measurement alternative).

Certain equity investments without readily determinable fair values are measured at net asset value (“NAV”) per share as a practical expedient.

Certain equity investments without readily determinable fair values are measured at NAV per share as a practical expedient.

Credit Losses for Available-for-Sale Debt Securities

30 unchanged sentences

Mortgage servicing assets are included within other assets on the Consolidated Statements of Financial Condition.

Allowance for Credit Losses (“ACL”)

Under the current expected credit loss (“CECL”) model, the allowance for credit losses 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.

Under the CECL model, the allowance for credit losses 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.

10 unchanged sentences

The Company has identified the following portfolio segments of financial assets with similar risk characteristics for measuring expected credit losses:

commercial real estate - investor (including commercial real estate - construction and land), commercial real estate - owner occupied, commercial and industrial, residential real estate, consumer (including student loans) and HTM debt securities.

commercial real estate - investor (including commercial real estate - construction and land), commercial and industrial - real estate, commercial and industrial - non-real estate, residential real estate, consumer (including student loans) and HTM debt securities.

The Company further segments the commercial loan portfolios by risk rating and the residential and consumer loan portfolios by delinquency.

12 unchanged sentences

Collateral Dependent Financial Assets

For collateral dependent financial assets where the Company has determined that foreclosure of the collateral is probable and where the borrower is experiencing financial difficulty, the ACL is measured based on the difference between the fair value of

the collateral and the amortized cost basis of the asset as of the measurement date.

Fair value is generally calculated based on the value of the underlying collateral less an appraisal discount and the estimated cost to sell.

Modification to Borrowers Experiencing Financial Difficulty

The Company adopted Accounting Standards Update (“ASU”) 2022-02 on January 1, 2023, which eliminated recognition and measurement for troubled debt restructuring (“TDR”) by creditors.

The Company adopted ASU 2022-02 on January 1, 2023, which eliminated recognition and measurement for TDR by creditors.

The Company considers a loan to be a modification to borrowers experiencing financial difficulty if (1) the borrower is experiencing financial difficulty;

10 unchanged sentences

These cash flow evaluations are subjective as they require material estimates, all of which may be susceptible to significant change.

Loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered purchased with credit deterioration (“PCD”) loans.

Loans acquired in a business combination that have experienced more-than-insignificant deterioration in credit quality since origination are considered PCD loans.

The Company evaluated acquired loans for deterioration in credit quality based on any of, but not limited to, the following:

12 unchanged sentences

The subsequent measurement of expected credit losses for all acquired loans is the same as the subsequent measurement of expected credit losses for originated loans.

Other Real Estate Owned (“OREO”)

Other real estate owned is carried at the lower of cost or estimated fair value, less estimated costs to sell.

10 unchanged sentences

the shorter of 10 years or lease term;

interactive teller machines (“ITM”):

solar power system:

4 unchanged sentences

Repair and maintenance items are expensed and improvements are capitalized.

Gains and losses on dispositions are reflected in branch consolidation expenses, other operating expense and other income.

The Company recognizes lease agreements on the Consolidated Statements of Financial Condition as a ROU asset and a corresponding lease liability.

Gains and losses on dispositions are reflected in other operating expense and other income.

The Company recognizes long-term lease agreements on the Consolidated Statements of Financial Condition as a ROU asset and a corresponding lease liability.

The ROU asset and lease liability are calculated as the present value of the minimum lease payments over the lease term, discounted for the rate implicit in the lease, provided the rate is readily determinable;

otherwise the Company generally utilizes its incremental borrowing rate, at lease inception, over a similar term.

Lease agreements often include one or more options to renew the lease at the Company’s discretion.

If the exercise of a renewal option is considered to be reasonably certain, the Company includes the extended term in the calculation of the ROU asset and lease liability.

For operating leases existing prior to January 1, 2019, the Company used the incremental borrowing rate for the remaining lease term as of January 1, 2019.

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

The Company utilizes the asset and liability method of accounting for income taxes.

3 unchanged sentences

Any interest and penalties on taxes payable are included as part of the provision for income taxes.

Bank Owned Life Insurance (“BOLI”)

Bank owned life insurance is accounted for using the cash surrender value method and is recorded at its realizable value.

5 unchanged sentences

Intangible assets resulting from acquisitions, under the acquisition method of accounting, consists of goodwill, customer relationship intangible, and core deposit inta ngibles.

Customer relationship intangible asset represents the value associated with the business relationships which was acquired through Spring Garden acquisition.

Customer relationship intangible asset represents the value associated with the business relationships which was acquired through the Spring Garden acquisition.

The core deposit intangible asset represents the future economic benefit, including the present value of future tax benefits, of the potential cost saving from acquiring the core deposits as part of an acquisition compared to the cost of alternative funding sources.

8 unchanged sentences

For the annual test, the Company bypassed the qualitative assessment and proceeded directly to the quantitative impairment test based on the stock price of the Company on the measurement date and economic uncertainty.

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

Management further supported the conclusions by assessing a combination of an income valuation methodology, comprising a discounted cash flow analysis and market valuation methodologies, comprising the guideline public company and guideline merged and acquired company methods.

The market capitalization method calculated the aggregate market value of the Company based on the total number of outstanding shares of common and preferred stock and the market prices of the shares as of the assessment date.

To perform the quantitative assessment, the Company engaged a third-party provider to assist management with the determination of the fair value of the Company.

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

The market capitalization method calculated the aggregate market value of the Company based on the total number of outstanding shares of common stock and the market prices of the shares as of the assessment date.

The Company evaluated conditions that were unknown by the market as of the assessment date and how a market participant would evaluate an implied control premium for the Company.

The implied control premium was supported using a discounted cash flow analysis that contemplated the present value of assumed market participant cost savings and synergies.

The discounted cash flow (“DCF”) estimated the present value of future cash flows.

A DCF analysis requires significant judgment to model financial forecasts, which included loan and deposit growth, income on securities, forward interest rates, fee generation and expense incurrence, industry and economic trends, and other relevant considerations.

The DCF analysis was utilized to estimate the present value of future cash flows.

A DCF analysis requires significant judgment to model financial forecasts, which included forward interest rates, fee generation and expense occurrence, industry and economic trends, and other relevant considerations.

For periods beyond those forecasted, a terminal value was estimated based on an assumed long-term growth rate, which was derived using the Gordon Growth Model.

The discount rate applied to the forecasted cash flows was calculated using a build-up approach, which starts with the risk-free interest rate, which was then calibrated for market and company specific risk premiums, including a beta, equity risk, size, and company-specific risk premiums to reflect risks and uncertainties in the financial market and in the Company’s business projections.

The market approach for guideline public company method utilizes observable market data from comparable public companies, including price-to-tangible book value ratios, to estimate the Company’s fair value.

This approach also incorporates a control premium to represent the Company’s expectation of a hypothetical acquisition.

The market approach for guideline merged and acquired company method utilizes observable transactions of actual prices paid for target companies that operated in comparable industries or markets facing similar risks.

Both methods of the market approach require judgment in the selection of comparable companies or comparable transactions and includes those with similar business activities, and related operating environments.

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

2 unchanged sentences

The Company’s operations are solely in the financial services industry and provides a range of regional community banking services to retail and commercial customers.

The Company operates throughout New Jersey and in the major metropolitan areas between Massachusetts and Virginia.

Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the chief operating decision maker (“CODM”).

The Company operates throughout New Jersey and in the major metropolitan areas from Massachusetts through Virginia.

Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the CODM.

The Company’s CODM is the Chairman and Chief Executive Officer.

13 unchanged sentences

Derivative Instruments

The Com pany accounts for derivative financial instruments under ASC Topic 815, Derivatives and Hedging, which requires the Company to record all derivatives on the balance sheet at fair value.

The Company accounts for derivative financial instruments under ASC Topic 815, Derivatives and Hedging, which requires the Company to record all derivatives on the balance sheet at fair value.

Accounting for changes in the fair value of a derivative depends on whether or not the derivative has been designated and qualifies for hedge accounting.

1 unchanged sentence

For derivatives designated as hedging instruments, the accounting treatment is dependent upon the type of hedge.

The Company only has a cash flow hedge.

The Company has designated certain interest rate swap contracts as cash flow and fair value hedges.

Cash flow hedges are used to mitigate the variability in the cash flows of a specific pool of assets, or of forecasted transactions, caused by interest rate fluctuations.

1 unchanged sentence

Amounts are subsequently reclassified from accumulated other comprehensive income to earnings when the hedged transactions occur, specifically within the same line item as the hedged item.

Fair value hedges are used to mitigate the variability in the market value of certain AFS securities caused by interest rate fluctuations.

The change in fair value of the derivative instrument is offset by the change in fair value of AFS securities due to changes in interest rates and is recognized in current earnings during the period in which the change in fair values occur, specifically within the same line item as the hedged item.

To qualify for hedge accounting, the Company assesses the effectiveness of the derivative in offsetting the risk associated with the exposure being hedged, at inception and on a quarterly basis thereafter.

1 unchanged sentence

If it is determined that a derivat ive is not highly effective at hedging the designated exposure, hedge accounting is discontinued prospectively.

Impact of New Accounting Pronouncements

Accounting Pronouncements Adopted in 2025

In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.

The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

In addition, this update introduces new disclosure requirements to provide information about the contractual sales restriction including the nature and remaining duration of the restriction.

This update is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2023.

The Company adopted this standard in 2024.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In March 2023, FASB issued ASU 2023-02, “Investments - Equity Method and Joint Venture (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method”.

The amendments in this ASU permit reporting entities to account for the tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method.

This update is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2023.

The Company adopted this standard in 2024.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In November 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The amendments in this ASU require improved reportable segment information on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses.

This update will be effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods for fiscal years beginning after December 15, 2024.

In August 2023, the FASB issued ASU 2023-05, “Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement”.

The amendments in this ASU require that a joint venture, upon formation, apply a new basis of accounting and initially measure assets and liabilities at fair value, with exceptions to fair value measurement that are consistent with the business combinations guidance.

This update will be effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

Early adoption is permitted.

The Company adopted this standard in 2024.

The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

The amendments in this ASU require improved annual income tax disclosures surrounding rate reconciliation, income taxes paid, and other disclosures.

This update will be effective for financial statements issued for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In November 2025, FASB issued ASU 2025-08, “Financial Instruments - Credit Losses (Topic 326)”.

The amendments in this ASU expand the population of acquired financial assets subject to the gross-up approach to include loans acquired without credit deterioration.

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

Early adoption is permitted.

The Company early adopted this standard as of December 31, 2025.

The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, FASB issued ASU 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)”.

The amendments in this ASU require expanded disclosure and disaggregation of certain costs and expenses including, but not limited to, purchases of inventory, employee compensation, depreciation, depletion, and amortization.

This update will be effective for financial statements issued for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027.

Early adoption is permitted.

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

In November 2024, FASB issued ASU 2024-04, “Debt - Debt with Conversion and Other Options (Subtopic 470-20)”.

The amendments in this ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

This update will be effective for financial statements issued for fiscal years beginning after December 15, 2025, and for interim periods beginning after December 15, 2026.

Early adoption is permitted.

Currently, this ASU does not have an impact on the Company’s consolidated financial statements.

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

The amendments in this ASU require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquired is a variable interest entity, to determine which entity is the accounting acquirer.

The amendment requires that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date.

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

Early adoption is permitted.

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

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

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

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

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

Currently this ASU does not have an impact on the Company’s consolidated financial statements.

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

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

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

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

Early adoption is permitted.

Topic 606 is not applicable to the Company.

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

In November 2025, FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements”.

The amendments in this ASU include new guidance on assessing similar risks for cash flow hedges, hedging interest payments on "choose-your-rate" debt, accounting for cash flow hedges of nonfinancial forecasted transactions, using net written options as hedging instruments, and the accounting for foreign currency-denominated debt in "dual hedges".

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

Early adoption is permitted.

Currently this ASU does not have an impact on the consolidated financial statements.

Regulatory Matters

The Company is subject to regulation by the Board of Governors of the Federal Reserve System (the “FRB”) and the Bank is primarily subject to regulation and supervision by the Office of the Comptroller of the Currency (the “OCC”) and the Consumer Financial Protection Bureau (the “CFPB”), as well as the FDIC as deposit insurer.

The Company is subject to regulation by the Board of Governors of the FRB and the Bank is primarily subject to regulation and supervision by the OCC and the CFPB, as well as the FDIC as deposit insurer.

The Company and the Bank are required by applicable regulations to maintain minimum levels of regulatory capital.

Under the regulations in effect at December 31, 2025, the Company and the Bank were required to maintain a minimum ratio of Tier 1 capital to total average assets of 4.0 %;

minimum ratio of common equity Tier 1 capital to risk-weighted assets of 7.0 %;

a minimum ratio of common equity Tier 1 capital to risk-weighted assets of 7.0 %;

a minimum ratio of Tier 1 capital to risk-weighted assets of 8.5 %;

3 unchanged sentences

Such actions could have a direct material effect on an institution’s financial statements.

The regulations establish a framework for the classification of banking institutions into five categories:

The regulations establish a framework for the classification of banking

institutions into five categories:

well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.

37 unchanged sentences

The Company may not declare or pay cash dividends on or repurchase any of its shares of common stock if the effect thereof would cause stockholders’ equity to be reduced below applicable regulatory capital minimum requirements or if such declaration and payment would otherwise violate regulatory requirements.

Business Combinations

Business Combinations and Dispositions

Pending Merger with Flushing

On December 29, 2025, the Company, Flushing, and Apollo Merger Sub Corp.

entered into 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, (b) immediately following the First Merger, Flushing will merge with and into the Company, with the Company continuing as the surviving entity, and (c) on the day immediately following the Second Merger, Flushing Bank will merge with and into the Bank, with the Bank continuing as the surviving bank.

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, 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 the Investment Agreement with Warburg.

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 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 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.

Merger Related Expenses

The Company incurred merger related expenses of $ 1.8 million, $ 22,000 , and $ 2.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The Company incurred merger related expenses of $ 4.3 million, $ 1.8 million, and $ 22,000 for the years ended December 31, 2025, 2024, and 2023, respectively.

The following table summarizes the merger related expenses for the years ended December 31, 2025, 2024 and 2023:

2 unchanged sentences

(in thousands)

Data processing fees $ — $ 10 $ 790

Professional fees $ 4,250 $ 1,506 $ 12

Data processing fees — — 10

Other/miscellaneous fees 3 273 —

Merger related expenses $ 4,253 $ 1,779 $ 22

Merger related expenses for 2025 include expenses related to the announced merger with Flushing, which is pending regulatory approvals as of December 31, 2025.

Merger related expenses for 2024 primarily include expenses related to the acquisition of Spring Garden, which was completed on October 1, 2024.

Merger related expenses for 2022 included expenses related to the terminated merger agreement with Partners Bancorp.

Disposition of Trident

On October 1, 2025, the Company disposed of its 60 % controlling interest in Trident.

In accordance with ASC 810, Trident was deconsolidated from the Company’s consolidated financial statements resulting in a loss on deconsolidation of $ 4.3 million for the year ended December 31, 2025, which included the derecognition of $ 5.8 million of goodwill related to Trident.

The loss on deconsolidation is included within restructuring charges in the Consolidated Statements of Income.

Spring Garden Acquisition

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The excess of consideration paid over the estimated fair value of the net assets acquired has been recorded as goodwill.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed by the Company at the date of the acquisition for Spring Garden, net of total consideration paid (in thousands):

The following table summarizes the fair values of the assets acquired and the liabilities assumed by the Company at the date of the acquisition for Spring Garden, net of total consideration paid (in thousands):

At October 1, 2024

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The difference between the cash and total consideration paid includes adjustments for the settlement of pre-existing relationships.

The calculation of goodwill is subject to change for up to one year after the date of acquisition as additional information relative to the closing date estimates and uncertainties become available.

While the calculation of goodwill is subject to change, the Company finalized its review of the acquired assets and liabilities and will not be recording any further adjustments to the carrying value.

The Company finalized its review of the acquired assets and liabilities and will not be recording any further adjustments to the carrying value.

Fair Value Measurement of Assets Acquired and Liabilities Assumed

30 unchanged sentences

government and agency obligations $ 54,607 $ — $ ( 2,666 ) $ 51,941 $ —

State, municipal and sovereign debt obligations 75,776 7,359 — 83,135 —

Corporate debt securities 27,947 575 ( 298 ) 28,224 —

Asset-backed securities 114,595 60 ( 161 ) 114,494 —

Mortgage-backed securities:

Agency residential 857,079 1,773 ( 3,830 ) 855,022 —

1 unchanged sentence

Total mortgage-backed securities 965,149 1,775 ( 12,891 ) 954,033 —

Total excluding fair value hedge basis adjustment 1,238,074 9,769 ( 16,016 ) 1,231,827 —

Fair value hedge basis adjustment (1)

( 4,038 ) — 4,038 — —

Total debt securities available-for-sale $ 1,234,036 $ 9,769 $ ( 11,978 ) $ 1,231,827 $ —

29 unchanged sentences

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

(1) Refer to Note 16, Derivatives and Hedging Activities for additional information.

The following table presents the activity in the allowance for credit losses for debt securities held-to-maturity for the years ended December 31, 2025 and 2024 (in thousands):

For the Years Ended,

For the Years Ended December 31,

Allowance for securities credit losses

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

Benefit (provision) for credit losses 166 ( 5 )

Benefit for credit losses 156 166

Total ending allowance balance $ ( 811 ) $ ( 967 )

4 unchanged sentences

Investment Grade Non-Investment Grade/Non-rated Total

As of December 31, 2024

At December 31, 2025

State and municipal debt obligations $ 165,267 $ — $ 165,267

1 unchanged sentence

Non-agency commercial MBS

1,531 — 1,531

Total debt securities held-to-maturity $ 201,609 $ 14,175 $ 215,784

There were $ 34,000 , $ 156,000 and $ 697,000 of realized losses on sale of debt securities available-for-sale for the years ended December 31, 2025, 2024 and 2023 respectively.

The realized losses on debt securities is presented within Other under Total other income of the Consolidated Statements of Income.

These realized losses on debt securities are presented within Other, which is included within Total other income on the Consolidated Statements of Income.

The amortized cost and estimated fair value of debt securities at December 31, 2025 by contractual maturity are shown below (in thousands):

At December 31, 2025 Amortized

Cost Estimated

Less than one year $ 35,121 $ 34,525

3 unchanged sentences

$ 487,178 $ 483,522

(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.

Actual maturities may differ from contractual maturities in instances where issuers have the right to call or prepay obligations with or without call or prepayment penalties.

At December 31, 2024, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost of $ 78.8 million, $ 56.1 million, and $ 197.1 million, respectively, and an estimated fair value of $ 77.5 million, $ 54.8 million, and $ 197.3 million, respectively, were callable prior to the maturity date.

At December 31, 2025, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost, excluding the fair value hedge basis adjustments, of $ 72.8 million, $ 116.4 million, and $ 114.6 million, respectively, and an estimated fair value of $ 72.8 million, $ 123.6 million, and $ 114.5 million, respectively, were callable prior to the maturity date.

Mortgage-backed securities are excluded from the above table since their effective lives are expected to be shorter than the contractual maturity date due to principal prepayments.

2 unchanged sentences

Fair Value Unrealized

Losses Estimated

Fair Value Unrealized

Losses Estimated

Fair Value Unrealized

At December 31, 2025

Debt securities available-for-sale:

Debt securities AFS:

government and agency obligations $ — $ — $ 51,941 $ ( 2,666 ) $ 51,941 $ ( 2,666 )

3 unchanged sentences

Agency commercial — — 98,518 ( 9,061 ) 98,518 ( 9,061 )

Total MBS 202,961 ( 801 ) 93,962 ( 14,648 ) 296,923 ( 15,449 )

Total debt securities available-for-sale 242,563 ( 877 ) 208,677 ( 20,440 ) 451,240 ( 21,317 )

Debt securities held-to-maturity:

498,047 ( 3,771 ) 120,065 ( 9,120 ) 618,112 ( 12,891 )

Total debt securities AFS

571,564 ( 4,029 ) 175,804 ( 11,987 ) 747,368 ( 16,016 )

Debt securities HTM:

State and municipal debt obligations 245 — 138,624 ( 8,518 ) 138,869 ( 8,518 )

3 unchanged sentences

Non-agency commercial 459 ( 1 ) 989 ( 82 ) 1,448 ( 83 )

Total MBS 118,451 ( 1,667 ) 569,030 ( 78,196 ) 687,481 ( 79,863 )

Total debt securities held-to-maturity 126,796 ( 2,062 ) 763,982 ( 92,882 ) 890,778 ( 94,944 )

24,007 ( 73 ) 498,246 ( 49,787 ) 522,253 ( 49,860 )

Total debt securities HTM

28,710 ( 314 ) 651,165 ( 58,756 ) 679,875 ( 59,070 )

Total debt securities $ 600,274 $ ( 4,343 ) $ 826,969 $ ( 70,743 ) $ 1,427,243 $ ( 75,086 )

At December 31, 2024

Debt securities available-for-sale:

Debt securities AFS:

government and agency obligations $ 3,221 $ — $ 49,538 $ ( 5,022 ) $ 52,759 $ ( 5,022 )

3 unchanged sentences

Agency commercial — — 93,962 ( 14,648 ) 93,962 ( 14,648 )

Total MBS 169,000 ( 97 ) 94,335 ( 15,255 ) 263,335 ( 15,352 )

Total debt securities available-for-sale 171,376 ( 264 ) 451,856 ( 26,117 ) 623,232 ( 26,381 )

Debt securities held-to-maturity:

202,961 ( 801 ) 93,962 ( 14,648 ) 296,923 ( 15,449 )

Total debt securities AFS

242,563 ( 877 ) 208,677 ( 20,440 ) 451,240 ( 21,317 )

Debt securities HTM:

State and municipal debt obligations 7,098 ( 176 ) 169,434 ( 13,489 ) 176,532 ( 13,665 )

3 unchanged sentences

Non-agency commercial — — 19,271 ( 875 ) 19,271 ( 875 )

Total MBS 114,678 ( 1,063 ) 599,712 ( 74,429 ) 714,390 ( 75,492 )

Total debt securities held-to-maturity 124,433 ( 1,559 ) 849,609 ( 92,424 ) 974,042 ( 93,983 )

118,451 ( 1,667 ) 569,030 ( 78,196 ) 687,481 ( 79,863 )

Total debt securities HTM

126,796 ( 2,062 ) 763,982 ( 92,882 ) 890,778 ( 94,944 )

Total debt securities $ 369,359 $ ( 2,939 ) $ 972,659 $ ( 113,322 ) $ 1,342,018 $ ( 116,261 )

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

The Company concluded that no debt securities were impaired at December 31, 2025 based on consideration of several factors.

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

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

There were no defaults on principal or interest payments, and no interest payments were deferred.

Based on management’s analysis of each individual

security, the issuers appear to have the ability to meet debt service requirements over the life of the security.

Furthermore, the net unrealized losses were primarily due to changes in the general credit and interest rate environment and not credit quality.

Based on management’s analysis of each individual security, the issuers appear to have the ability to meet debt service requirements over the life of the security.

Furthermore, the net unrealized

losses were primarily due to changes in the general credit and interest rate environment and not credit quality.

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

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Net gain (loss) on equity investments $ 916 $ 4,225 $ ( 3,732 )

Net (losses) gains recognized on equity investments sold ( 49 ) ( 5,462 ) 1,351

Net gain (loss) recognized on equity investments sold 352 ( 49 ) ( 5,462 )

Unrealized gains recognized on equity investments still held $ 564 $ 4,274 $ 1,730

2 unchanged sentences

Commercial real estate – investor $ 5,420,989 $ 5,287,683

Commercial real estate - owner occupied 902,219 943,891

Commercial and industrial:

Commercial and industrial – real estate 986,431 902,219

Commercial and industrial – non-real estate 1,227,556 647,945

Total commercial and industrial 2,213,987 1,550,164

Total commercial 7,634,976 6,837,847

Residential real estate 3,194,264 3,049,763

Home equity loans and lines and other consumer (“other consumer”) 230,462 250,664

Other consumer

202,763 230,462

Total consumer 3,397,027 3,280,225

10 unchanged sentences

Loans classified as Special Mention have a potential weakness that deserves management’s close attention.

If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Bank’s credit position at some future date.

If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard :

Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any.

Loans so classified have a well-defined weakness or weaknesses that jeopardize the collection or the liquidation of the debt.

These loans have a well-defined weakness or weaknesses that jeopardize the collection or the liquidation of the debt.

They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

8 unchanged sentences

Total commercial real estate - investor 647,595 66,035 166,397 1,185,011 1,299,916 1,470,548 585,487 5,420,989

Commercial real estate - owner occupied

Commercial and industrial:

Commercial and industrial - real estate

Pass 255,690 74,284 58,970 90,142 59,476 403,738 31,844 974,144

1 unchanged sentence

Substandard — — — — — 11,306 — 11,306

Total commercial real estate - owner occupied 82,104 62,799 140,578 90,720 41,002 453,106 31,910 902,219

Commercial and industrial

Total commercial and industrial - real estate 255,690 74,534 58,970 90,142 59,476 415,775 31,844 986,431

Commercial and industrial - non-real estate

Pass 325,180 181,538 40,761 30,417 8,314 35,057 589,300 1,210,567

1 unchanged sentence

Substandard — 528 553 776 649 1,774 11,756 16,036

Total commercial and industrial - non-real estate 325,219 182,290 41,314 31,193 8,963 36,831 601,746 1,227,556

Total commercial and industrial 580,909 256,824 100,284 121,335 68,439 452,606 633,590 2,213,987

9 unchanged sentences

Total other consumer

27,971 24,482 23,322 13,764 15,094 94,888 3,242 202,763

Total loans $ 1,728,728 $ 574,937 $ 500,723 $ 1,821,776 $ 2,128,936 $ 3,054,584 $ 1,222,319 $ 11,032,003

7 unchanged sentences

Total commercial real estate - investor 75,335 140,871 1,167,859 1,290,047 517,017 1,327,397 769,157 5,287,683

Commercial real estate - owner occupied

Commercial and industrial:

Commercial and industrial - real estate

Pass 82,104 62,799 140,578 90,720 40,746 442,685 31,776 891,408

1 unchanged sentence

Substandard — — — — 256 7,503 134 7,893

Total commercial real estate - owner occupied 66,642 120,280 103,104 59,179 105,994 466,927 21,765 943,891

Commercial and industrial

Total commercial and industrial - real estate 82,104 62,799 140,578 90,720 41,002 453,106 31,910 902,219

Commercial and industrial - non-real estate

Pass 81,867 30,084 35,469 14,276 3,873 180,695 278,217 624,481

1 unchanged sentence

Substandard — 4,326 1,019 749 — 256 12,032 18,382

Total commercial and industrial - non-real estate 81,867 39,145 36,488 15,025 4,108 180,967 290,345 647,945

Total commercial and industrial 163,971 101,944 177,066 105,745 45,110 634,073 322,255 1,550,164

9 unchanged sentences

Total other consumer

27,316 27,693 17,047 16,916 10,694 108,805 21,991 230,462

Total loans $ 543,846 $ 541,240 $ 1,910,872 $ 2,210,392 $ 939,470 $ 2,858,849 $ 1,113,403 $ 10,118,072

1 unchanged sentence

An analysis of the allowance for credit losses on loans for the years ended December 31, 2025 and 2024 was as follows (in thousands):

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

Industrial Residential

Commercial and Industrial

Real Estate –

Investor Commercial and Industrial - Real Estate Commercial

Industrial - Non-Real Estate Residential

Real Estate Other Consumer Total

2 unchanged sentences

Balance at beginning of year $ 30,780 $ 3,817 $ 10,471 $ 27,587 $ 952 $ 73,607

Initial allowance on acquired loans from Spring Garden 2,547 — — — — 2,547

Provision (benefit) for credit losses 2,517 917 13,410 ( 1,547 ) 267 15,564

5 unchanged sentences

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

Initial allowance on acquired loans from Spring Garden

2,547 — — — — 2,547

Provision (benefit) for credit losses 1,774 ( 569 ) 3,586 428 259 5,478

6 unchanged sentences

Commercial real estate – investor $ ( 102 ) $ ( 310 ) $ ( 1,938 ) $ ( 649 ) $ ( 24 ) $ ( 511 ) $ ( 3,534 )

$ — $ ( 13 ) $ ( 46 ) $ ( 1,600 ) $ ( 1,659 )

Commercial and industrial - non-real estate — ( 815 ) — ( 20 ) — — ( 835 )

Residential real estate ( 37 ) ( 218 ) ( 106 ) ( 319 ) ( 345 ) ( 426 ) ( 1,451 )

Other consumer — — — ( 485 ) ( 485 )

Consumer — — — ( 48 ) — ( 385 ) ( 433 )

Total charge-offs $ ( 139 ) $ ( 1,343 ) $ ( 2,044 ) $ ( 1,036 ) $ ( 369 ) $ ( 1,322 ) $ ( 6,253 )

3 unchanged sentences

$ — $ ( 13 ) $ ( 46 ) $ ( 1,600 ) $ ( 1,659 )

Commercial real estate – owner occupied — ( 6 ) ( 6 )

Commercial and industrial — ( 129 ) ( 129 )

Other consumer — ( 208 ) ( 208 )

Residential real estate ( 33 ) ( 41 ) — ( 2 ) ( 76 )

Consumer — — — ( 485 ) ( 485 )

Total charge-offs $ ( 33 ) $ ( 54 ) $ ( 46 ) $ ( 2,087 ) $ ( 2,220 )

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

(1) Gross charge-offs of $ 1.7 million primarily related to a single commercial relationship which had partial charge-offs during the year ended December 31, 2024.

This was resolved via sale of collateral during 2024.

1 unchanged sentence

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

commercial real estate - investor of $ 11.8 million and $ 15.2 million, respectively, commercial real estate - owner occupied of $ 4.8 million and $ 352,000 , respectively, and commercial and industrial of $ 32,000 and $ 304,000 , respectively.

commercial real estate - investor of $ 13.6 million and $ 11.8 million, respectively, commercial and industrial - real estate of $ 4.8 million and $ 4.8 million, respectively, and commercial and industrial - non-real estate of $ 603,000 and $ 32,000 , respectively.

In addition, the Company had collateral dependent residential and consumer loans with an amortized cost balance of $ 5.5 million and $ 8.6 million at December 31, 2025 and 2024, respectively.

1 unchanged sentence

Commercial real estate – investor $ 13,636 $ 17,000

$ 17,000 $ 20,820

Commercial real estate – owner occupied 4,787 351

Commercial and industrial:

Commercial and industrial – real estate 4,813 4,787

Commercial and industrial – non-real estate 640 32

Total commercial and industrial 5,453 4,819

Residential real estate (1)

Other consumer (1)

$ 35,527 $ 29,548

(1) December 31, 2024 includes the addition of $ 4.8 million non-accrual loans related to the acquisition of Spring Garden.

(2) December 31, 2023 includes the exposure of $ 8.4 million of the single commercial real estate relationship resolved during 2024.

Total non-performing loans $ 27,791 $ 35,527

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

At December 31, 2025 and 2024, non-accrual loans were included in the allowance for credit loss calculation and the Company did not recognize or accrue interest income on these loans.

At December 31, 2024 and 2023, there were no loans that were past due 90 days or greater and still accruing interest.

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

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

6 unchanged sentences

Commercial real estate – investor $ 25,516 $ 974 $ 12,333 $ 38,823 $ 5,382,166 $ 5,420,989

$ 4,624 $ 8,880 $ 10,877 $ 24,381 $ 5,263,302 $ 5,287,683

Commercial real estate – owner occupied 941 — 1,392 2,333 899,886 902,219

Commercial and industrial:

Commercial and industrial - real estate 587 — 4,281 4,868 981,563 986,431

Commercial and industrial - non-real estate 1,220 235 578 2,033 1,225,523 1,227,556

Total commercial and industrial 1,807 235 4,859 6,901 2,207,086 2,213,987

Residential real estate 14,517 3,672 3,673 21,862 3,172,402 3,194,264

1 unchanged sentence

1,027 60 1,819 2,906 199,857 202,763

Total loans $ 42,867 $ 4,941 $ 22,684 $ 70,492 $ 10,961,511 $ 11,032,003

December 31, 2024

Commercial real estate – investor $ 4,624 $ 8,880 $ 10,877 $ 24,381 $ 5,263,302 $ 5,287,683

$ 978 $ 684 $ 15,201 $ 16,863 $ 5,337,111 $ 5,353,974

Commercial real estate – owner occupied 335 352 293 980 942,911 943,891

Commercial and industrial:

Commercial and industrial - real estate 941 — 1,392 2,333 899,886 902,219

Commercial and industrial - non-real estate 3 — 16 19 647,926 647,945

Total commercial and industrial 944 — 1,408 2,352 1,547,812 1,550,164

Residential real estate 18,518 2,242 6,551 27,311 3,022,452 3,049,763

1 unchanged sentence

1,060 282 1,999 3,341 227,121 230,462

(1) December 31, 2024 includes the addition of $ 7.4 million past due loans related to the acquisition of Spring Garden.

(2) December 31, 2023 includes the exposure of $ 8.4 million of the single commercial real estate relationship resolved during 2024 .

Total loans $ 25,146 $ 11,404 $ 20,835 $ 57,385 $ 10,060,687 $ 10,118,072

Loan Modifications to Borrowers Experiencing Financial Difficulty

The Company adopted ASU 2022-02 on January 1, 2023.

Since adoption, the Company has modified and may modify in the future certain loans to borrowers experiencing financial difficulty.

In accordance with ASU 2022-02, the Company has modified and may modify in the future certain loans to borrowers experiencing financial difficulty.

These modifications may include a reduction in interest rate, an extension in term, principal forgiveness and/or other than insignificant payment delay.

3 unchanged sentences

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

The following table presents loans modifications made to borrowers experiencing financial difficulty during the years ended December 31, 2024 and 2023 (in thousands):

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

The following table presents loan modifications made to borrowers experiencing financial difficulty during the years ended December 31, 2025 and 2024 (in thousands):

Term Extension Combination of Term Extension and Other than Insignificant Payment Delay Combination of Term Extension and Interest Rate Reduction Total % of Total by Loan Portfolio Segment

For the Year Ended December 31, 2025

Commercial real estate – investor $ — $ 4,423 $ 956 $ 5,379 0.10 %

Commercial real estate – owner occupied — — — 2,822 — 2,822 0.31

Residential real estate 246 — — 246 0.01

Other consumer — — 146 — — 146 0.06

$ 246 $ 4,423 $ 956 $ 5,625 0.05 %

For the Year Ended December 31, 2024

Commercial real estate – investor $ — $ 4,858 $ 7,000 $ 5,685 $ 1,604 $ 19,147 0.36 %

Commercial and industrial – real estate — — — 2,822 — 2,822 0.31

Residential real estate 128 — — — — 128 —

1 unchanged sentence

— — 146 — — 146 0.06

$ 128 $ 4,858 $ 7,146 $ 8,507 $ 1,604 $ 22,243 0.22 %

The modifications during the periods presented had an insignificant financial effect on the Company.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table provides the performance of loans modified to borrowers experiencing financial difficulty during the twelve months ended December 31, 2024 and since adoption of the standard for December 31, 2023 (in thousands):

The following table provides the performance of loans modified to borrowers experiencing financial difficulty during the twelve months ended December 31, 2025 and 2024 (in thousands):

Current 30 - 59 Days Past Due 90 Days or Greater Past Due Total

1 unchanged sentence

Commercial real estate – investor $ 4,423 $ 956 $ — $ 5,379

Commercial real estate – owner occupied 2,822 — — 2,822

Residential real estate 246 — — 246

Other consumer — — 146 (1)

$ 4,669 $ 956 $ — $ 5,625

1 unchanged sentence

Commercial real estate – investor $ 19,147 $ — $ — $ 19,147

Commercial and industrial – real estate 2,822 — — 2,822

Residential real estate — — 128 (1)

2 unchanged sentences

(1) Represents one residential loan and one other consumer loan that defaulted during the year ended December 31, 2024, which had been modified within the last 12 months.

(2) Represents one residential loan that defaulted during the year ended December 31, 2023, which had been modified since the adoption of the standard.

Interest and Dividends Receivable

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Total premises and equipment, net $ 112,743 $ 115,256

Depreciation and amortization expense amounted to $ 10.9 million for the year ended December 31, 2024 and $ 11.5 million for both years ended December 31, 2023 and 2022.

Depreciation and amortization expense is presented within occupancy, equipment, and data processing expenses of the Consolidated Statements of Income.

Depreciation and amortization expense amounted to $ 10.3 million, $ 10.9 million and $ 11.5 million for the year ended December 31, 2025, 2024 and 2023, respectively.

Depreciation and amortization expense is presented within occupancy, equipment, and data processing expenses on the Consolidated Statements of Income.

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

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FHLB advances

$ 1,397,179 4.19 % $ 1,072,611 4.62 %

Securities sold under agreements to repurchase with customers 54,434 2.62 60,567 2.29

1 unchanged sentence

Total borrowed funds $ 1,706,846 4.48 % $ 1,330,724 4.71 %

At December 31, 2024, there were $ 1.07 billion of FHLB term advances as compared to $ 848.6 million at December 31, 2023.

There were no overnight borrowings from the FHLB for both December 31, 2024 and 2023.

At December 31, 2025, there were $ 929.2 million of FHLB term advances as compared to $ 1.07 billion at December 31, 2024.

There were $ 468.0 million and no overnight borrowings from the FHLB at December 31, 2025 and 2024, respectively.

FHLB advances and repurchase agreements had contractual maturities at December 31, 2025 as follows (in thousands):

FHLB Advances Repurchase Agreements

FHLB Advances

Repurchase Agreements

For the Year Ended December 31,

1 unchanged sentence

2027 200,501 —

Total $ 1,397,179 $ 54,434

The other borrowings at December 31, 2025 included the following (in thousands):

Type of Debt Stated Value Carrying Value Interest Rate Maturity

Type of Debt Stated Value Carrying Value Contractual Interest Rate Maturity

Subordinated debt $ 185,000 $ 181,979 6.375 % (1)

November 15, 2035

Trust preferred 10,000 8,557 3 month SOFR plus 2.51 %

14 unchanged sentences

Total $ 268,643 $ 255,233

(1) Adjusts to a floating rate of 5.095 % over 3 month Secured Overnight Financing Rate (“SOFR”) on May 15, 2025.

(2) All trust preferred debts carry interest rates which adjust to a spread over SOFR.

The 3-month tenor increased 0.26 % related to the conversion from London Inter-Bank Offered Rate (“LIBOR”) to SOFR.

(1) Adjusts to a floating rate of 3.075 % over 3 month SOFR on November 15, 2030.

During the year ended December 31, 2025, the Company redeemed in full $ 125.0 million of its subordinated notes due May 15, 2030, and issued $ 185.0 million of subordinated notes at 6.375 % fixed-to-floating rate due November 15, 2035.

All of the trust preferred debt is currently callable.

3 unchanged sentences

FHLB advances

$ 44,997 $ 35,686 $ 46,000

Securities sold under agreements to repurchase with customers 1,711 1,893 931

3 unchanged sentences

The following table presents the assets pledged to secure borrowings, borrowing capacity, repurchase agreements, letters of credit, and for other purposes required by law at carrying value (in thousands):

Loans Debt Securities Total

Loans Debt and Equity Securities Total

December 31, 2025

FHLB and FRB $ 7,427,247 $ 984,515 $ 8,411,762

$ 7,923,979 $ 1,367,469 $ 9,291,448

Repurchase agreements — 78,422 78,422

1 unchanged sentence

December 31, 2024

FHLB and FRB $ 7,255,671 $ 1,051,558 $ 8,307,229

$ 7,427,247 $ 984,515 $ 8,411,762

Repurchase agreements — 85,529 85,529

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Included in other comprehensive income was the income tax impact attributable to the unrealized gain/loss on debt securities, accretion of unrealized losses on debt securities reclassified to held-to-maturity, unrealized loss on derivative hedges and the related reclassification adjustments included in net income.

These items resulted in a tax expense of $ 1.8 million and $ 4.9 million for the years ended December 31, 2024 and 2023, respectively, and a tax benefit of $ 10.4 million for the year ended December 31, 2022.

The income tax provision reconciled to the income taxes that would have been computed at the statutory federal rate for the years ended December 31, 2024, 2023 and 2022 is as follows (dollars in thousands):

These items r esulted in a tax expense of $ 4.5 million, $ 1.8 million and $ 4.9 million for the years ended December 31, 2025, 2024 and 2023, respectively .

Income taxes that would have been computed at the statutory federal rate are reconciled to the total provision for income taxes and effective tax rate for the years ended December 31, 2025, 2024 and 2023 is as follows (dollars in thousands):

For the Year Ended December 31,

2025 2024 2023

Amount Percent Amount Percent Amount Percent

Income before provision for income taxes $ 92,516 $ 130,656 $ 136,765

Federal income tax, at statutory rates 21.0 % 21.0 % 21.0 %

Computed “expected” federal income tax expense $ 27,438 $ 28,721 $ 40,724

Federal income tax expense, at statutory rate 19,428 21.0 % 27,438 21.0 % 28,721 21.0 %

Increase (decrease) in federal income tax expense resulting from:

State income taxes, net of federal benefit (1)

3,941 4.3 5,518 4.2 5,979 4.3

Nontaxable or nondeductible items:

Earnings on BOLI

( 1,628 ) ( 1.8 ) ( 1,660 ) ( 1.3 ) ( 1,109 ) ( 0.8 )

Tax exempt interest ( 761 ) ( 0.8 ) ( 547 ) ( 0.4 ) ( 606 ) ( 0.4 )

1 unchanged sentence

Stock compensation 68 0.1 391 0.3 ( 298 ) ( 0.2 )

Dividends received deduction ( 241 ) ( 0.3 ) ( 322 ) ( 0.2 ) ( 368 ) ( 0.3 )

Alternative minimum tax write-off — — 1,196 0.9 — —

Research and development and other credits ( 610 ) ( 0.7 ) ( 735 ) ( 0.5 ) ( 557 ) ( 0.4 )

Dividends received deduction ( 322 ) ( 368 ) ( 371 )

Other items, net 672 0.7 ( 1,013 ) ( 0.8 ) 938 0.7

Total provision for income taxes $ 30,266 $ 32,700 $ 46,565

Total provision for income taxes, at effective tax rate $ 21,489 23.2 % $ 30,266 23.2 % $ 32,700 23.9 %

(1) State taxes in New Jersey made up the majority (greater than 50%) of the tax effect in this category.

The difference between income taxes that would have been computed at the statutory federal rate and the total provision for income taxes at the Company's effective tax rate is primarily due to adjustments related to state income taxes, net of federal benefit, and earnings on BOLI during the years ended December 31, 2025 and 2024 .

In addition, the Company recorded an alternative minimum tax credit write-off during the year ended December 31, 2024.

The Company's state income tax provision, net of federal benefit, increases the total tax provision as it is computed separately from the federal tax provision.

Earnings on BOLI are tax exempt for federal income tax purposes and reduce the total tax provision.

At December 31, 2023 , the Company had $ 1.2 million of Alternative Minimum Tax credits that were part of the Sun acquisition, which were fully written off during 2024 .

Income taxes paid for the years ended December 31, 2025, 2024 and 2023 consisted of the following (in thousands):

For the Year Ended December 31,

2025 2024 2023

Federal $ 16,149 $ 27,069 $ 22,200

State and local

New Jersey 2,614 3,242 2,658

New York 1,020 2,499 1,995

New York City 400 576 1,773

Other 506 400 705

Total $ 20,689 $ 33,786 $ 29,331

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented in the following table (in thousands):

1 unchanged sentence

Allowance for credit losses on loans and debt securities HTM

$ 21,529 $ 18,981

Other reserves 1,787 2,790

6 unchanged sentences

Section 174 capitalized costs 4,967 5,457

Federal and state alternative minimum tax — 1,196

Other, net 729 866

9 unchanged sentences

Net deferred tax assets $ 39,574 $ 46,991

The Company has federal net operating losses from the acquisitions of Colonial American Bank (“Colonial American”) and Sun Bancorp, Inc.

The Company has federal net operating losses from the acquisitions of Colonial American and Sun .

At December 31, 2025 and 2024, the net operating losses from Colonial American were $ 2.9 million and $ 3.3 million, respe ctively.

These net operating losses are subject to annual limitation under Code Section 382 of approximately $ 22,000 , and will expire between 2029 and 2034.

Th ese net operating losses are subject to annual limitation under Code Section 382 of approximately $ 22,000 , and will expire between 2029 and 2034.

At December 31, 2025 and 2024, the net operating losses from Sun were $ 78.1 million and $ 87.5 million, respectively.

1 unchanged sentence

These net operating losses will expire between 2029 and 2036.

At December 31, 2024 and 2023, the Compan y had $ 0 and $ 1.2 million, re spectively, of Alternative Minimum Tax credits that were part of the Sun acquisition.

These credits are subject to the same Code Section 382 limitation as indicated above but do not expire.

During 2024, the Company wrote off the remaining tax credits of $ 1.2 million.

At December 31, 2025, 2024 and 2023 , the Company determined that it is not required to establish a valuation reserve for the remaining net deferred tax assets since it is “more likely than not” that the net deferred tax assets will be realized through future reversals of existing taxable temporary differences, future taxable income and tax planning strategies.

1 unchanged sentence

Management will continue to review the tax criteria related to the recognition of deferred tax assets.

Retai ned earnings at December 31, 2024 included approximately $ 10.8 million for which no deferred income tax liability has been recognized.

Retained earnings at December 31, 2025 included approximately $ 10.8 million for which no deferred income tax liability has been recognized.

This amount represents an allocation of income to bad debt deductions for tax purposes only for tax years prior to 1988.

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However, such examinations may result in challenges to the tax return treatment applied by the Company to specific transactions.

As of December 31, 2024, the Company is not under examination in connection to any tax years.

The Company is currently under examination by the New Jersey Division of Taxation in connection with the 2020 to 2023 tax years.

As of December 31, 2025, the Company has not received any notices of proposed adjustments from this audit.

The tax years that remain subject to examination by the federal government and most state or city tax authorities include the tax years 2021 and forward.

9 unchanged sentences

Over the years, the ESOP has borrowed from the Company to purchase shares of common stock.

During 2024, the ESOP had one outstanding loan agreement with the Bank (“the 2018 loan”), while during 2023 the ESOP had two outstanding loan agreements with the Bank (“the 2018 loan” and “the 2021 loan”).

The 2018 loan originally allowed the ESOP to borrow an additional $ 8.4 million from the Company at a fixed interest rate of 3.25 %, which matures on December 31, 2026, to purchase 292,592 shares of common stock.

The 2021 loan originally allowed the ESOP to borrow an additional $ 3.2 million from the Company at a fixed interest rate of 0.22 % to purchase 145,693 shares of common stock, which matured on December 31, 2023.

Both loans are to be repaid from contributions by the Bank to the ESOP trustee.

During 2025 and 2024, the ESOP had one outstanding loan agreement with the Bank (“the 2018 loan”).

The 2018 loan allowed the ESOP to borrow an additional $ 8.4 million from the Company at a fixed interest rate of 3.25 %, which matures on December 31, 2026, to purchase 292,592 shares of common stock.

The loan is to be repaid from contributions by the Bank to the ESOP trustee.

The Bank is required to make contributions to the ESOP in amounts at least equal to the principal and interest requirement of the debt.

The Bank’s obligation to make such contributions is reduce d to the extent of any dividends paid by the Company on unallocated shares and any investment earnings realized on such dividends.

As of December 31, 2024 and 2023, contributions to the ESOP, which were used to fund principal and interest payments on the ESOP loans, totaled $ 1.5 million and $ 2.7 million, respectively .

As of December 31, 2025 and 2024, contributions to the ESOP , which were used to fund principal and interest payments on the ESOP loan, totaled $ 1.5 million for each year .

During 2025 and 2024, $ 105,000 and $ 158,000 , respectively, of dividends paid on unallocated ESOP shares were used for debt service.

2 unchanged sentences

The unamortized balance of the ESOP is shown as unallocated common stock held by the ESOP and is reflected as a reduction of stockholders’ equity.

For the year ended December 31, 2024 and 2023, the Bank recorded compensation expense related to the ESOP of $ 1.1 million and $ 2.1 million, respectively, which included $ 124,000 and $ 341,000 related to a decrease in compensation to reflect the decrease in the average fair value of shares committed to be released and allocated shares below the Bank’s cost .

For the year ended December 31, 2022, the Bank recorded compensation expense related to the ESOP of $ 2.5 million, which included $ 82,000 of additional compensation expense to reflect the increase in the average fair value of shares committed to be released and allocated shares in excess of the Bank’s cost.

For the years ended December 31, 2025, 2024 and 2023, the Bank recorded compensation expense related to the ESOP of $ 1.2 million, $ 1.1 million and $ 2.1 million, respectively, which included $ 74,000 , $ 124,000 and $ 341,000 related to a decrease in compensation to reflect the decrease in the average fair value of shares committed to be released and allocated shares below the Bank’s cost.

As of December 31, 2025, 2,951,395 shares had been allocated to participants and 65,719 shares were committed to be released for services rendered in 2025.

18 unchanged sentences

The Company granted performance-based stock awards in 2025, 2024 and 2023.

The 2024 performance-based stock awards were issued with a three year cliff vesting schedule or vest ratably over a four year period.

The 2023 and 2022 performance-based stock awards were issued with a three year cliff vesting schedule.

The 2025 and 2024 performance-based stock awards were generally issued with a three or four year cliff vesting schedule, while some awards vest ratably over a four year period.

The 2023 performance-based stock awards were issued with a three year cliff vesting schedule.

Certain 2025, 2024 and 2023 performance-based stock awards include a market-based condition.

24 unchanged sentences

The Company typically issues treasury shares or authorized but unissued shares to satisfy stock option exercises.

The Company did not grant stock options for the years ended December 31, 2024, 2023 or 2022, and has not granted stock options since 2020.

The Company has not granted stock options since 2020.

A summary of option activity for the years ended December 31, 2025, 2024 and 2023 is as follows:

10 unchanged sentences

The aggregate intrinsic value for both stock options outstanding and stock options exercisable at December 31, 2025 was $ 93,000 .

The weighted average remaining contractual life of stock options outstanding and stock options exercisable at December 31, 2024 was 3.26 years and 3.13 years, respectively.

The weighted average remaining contractual life of stock options outstanding and stock options exercisable at December 31, 2025 was 2.47 years .

Phantom Stock Units

In 2022, the Company also established the OceanFirst Bank Phantom Equity Plan to issue phantom stock units to select senior management employees.

The phantom stock units are liability-classified time-based awards, which vest ratably over a three - to five-year period.

In 2022, the Company established the OceanFirst Bank Phantom Equity Plan to issue phantom stock units to select senior management employees.

The phantom stock units are liability-classified time-based awards, which generally vest ratably over a three - to five-year period, and are settled in cash when they vest.

The fair value is determined based on the Company’s stock price at the grant date and remeasured monthly.

The phantom stock units are settled in cash when they vest.

Compensation Expense

19 unchanged sentences

Floating-rate 339,342

(1) As of December 31, 2025, the Company has outsourced its residential and consumer originations, and the pipeline for residential loans represents the remaining commitments expected to close in 2026.

The Company’s fixed-rate loan commitments generally expire within 90 days of issuance and carried interest rates ranging from 5.56 % to 8.00 % at December 31, 2025.

8 unchanged sentences

Rental and lease expense under these leases were $ 6.8 million, $ 5.8 million , and $ 5.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Refer to Note 17 Leases for the projected minimum lease commitments as of December 31, 2024.

The Company grants residential real estate and first mortgage commercial real estate loans to borrowers primarily located throughout New Jersey and in the major metropolitan areas between Massachusetts and Virginia.

The ability of borrowers to repay their obligations is dependent upon various factors including the borrowers’ income, net worth, cash flows generated by the underlying collateral, value of the underlying collateral, and priority of the Company’s lien on the property.

Refer to Note 17.

Leases for the projected minimum lease commitments as of December 31, 2025.

The Company granted residential real estate and first mortgage commercial real estate loans to borrowers primarily located throughout New Jersey and in the major metropolitan areas from Massachusetts through Virginia.

The ability of borrowers to

repay their obligations is dependent upon various factors including the borrowers’ income, net worth, cash flows generated by the underlying collateral, value of the underlying collateral, and priority of the Company’s lien on the property.

Such factors are dependent upon various economic conditions and individual circumstances beyond the Company’s control.

9 unchanged sentences

Unallocated ESOP shares

( 99 ) ( 164 ) ( 257 )

Unallocated incentive award shares ( 315 ) ( 244 ) ( 194 )

45 unchanged sentences

Other real estate owned and loans measured for impairment based on the fair value of the underlying collateral are recorded at estimated fair value, less estimated selling costs.

Fair value is based on independent appraisals (Level 3).

Loans Individually Measured for Impairment

Loans measured for impairment based on the fair value of the underlying collateral are recorded at estimated fair value, less estimated selling costs.

Fair value is generally based on independent appraisals (Level 3), which may be adjusted by management for qualitative factors, such as economic factors and estimated liquidation expenses.

Credit Default Swap

The credit default swap is reported at fair value.

The fair value of the credit default swap is estimated utilizing discounted cash flows and is derived from various inputs.

The inputs include unobservable inputs to measure the probability of future credit events for a portion of the Company’s underlying residential loan portfolio in which no active market exists.

The credit default swap is therefore classified within Level 3 on the hierarchy.

The following table summarizes financial assets and financial liabilities measured at fair value as of December 31, 2025 and 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

9 unchanged sentences

Interest rate derivative liability ( 53,835 ) — ( 53,835 ) —

Credit default swap ( 234 ) — — ( 234 )

Items measured on a non-recurring basis:

13 unchanged sentences

43,657 — — 39,676

Other real estate owned 1,811 — — 1,811

Loans measured for impairment based on the fair value of the underlying collateral (3)

1 unchanged sentence

(1) As of December 31, 2025 and 2024, equity investments included $ 40.2 million and $ 39.7 million, respectively, of equity investments measured under the measurement alternative.

There were no unrealized gains or losses for the years ended December 31, 2024 and 2023.

There were no realized gains or losses for the years ended December 31, 2025 and 2024.

(2) As of December 31, 2025 and 2024, equity investments included $ 6.5 million and $ 4.0 million, respectively, of certain equity investment funds measured at NAV per share (or its equivalent) as a practical expedient to fair value and these equity investments have not been classified in the fair value hierarchy levels.

1 unchanged sentence

The range may vary but is generally 0 % to 8 % on the discount for costs to sell and 0 % to 10 % on appraisal adjustments.

The credit default swap is recognized at fair value on a recurring basis using unobservable inputs, and the Company recognized $ 234,000 of losses in earnings for the year ended December 31, 2025.

The Company recognizes transfers between levels of the valuation hierarchy at the end of the applicable reporting periods.

There were no assets in Level 3 that were recognized at fair value on a recurring basis or transfers into or out of Level 3 for the year ended December 31, 2024 and 2023.

There were no transfers into or out of Level 3 for the year ended December 31, 2025 or 2024.

Assets and Liabilities Disclosed at Fair Value

28 unchanged sentences

The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Securities Sold Under Agreements to Repurchase with Customers

Fair value approximates the carrying amount as these borrowings are payable on demand and the interest rate adjusts monthly.

FHLB Advances and Other Borrowings

Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.

Securities Sold Under Agreements to Repurchase with Customers

Fair value approximates the carrying amount as these borrowings are payable on demand and the interest rate adjusts monthly.

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

18 unchanged sentences

FHLB advances and other borrowings

1,652,412 — 1,662,638 —

Securities sold under agreements to repurchase with customers 54,434 54,434 — —

15 unchanged sentences

FHLB advances and other borrowings

1,270,157 — 1,264,260 —

Securities sold under agreements to repurchase with customers 60,567 60,567 — —

7 unchanged sentences

Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.

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

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

In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

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Additionally, the Company enters into certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations.

The Company may also enter into derivative financial instruments to reduce credit risk and manage regulatory capital levels.

The Company does not use derivative financial instruments for trading purposes.

1 unchanged sentence

Derivatives Not Designated as Hedging Instruments

Interest Rate Swaps and Cap Contracts

The Company enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement.

4 unchanged sentences

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

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

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

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

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

The Company recognized gains of $ 8,000 , losses of $ 5,000 and gains of $ 49,000 in commercial loan swap income resulting from fair value adjustments for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company recognized losses of $ 24,000 , gains of $ 8,000 and losses of $ 5,000 in commercial loan swap income resulting from fair value adjustments for the years ended December 31, 2025, 2024 and 2023, respectively.

Credit Default Swap

In December 2025, the Company entered into a credit default swap related to a $ 1.52 billion pool of on-balance sheet residential mortgage loans, as the buyer of credit protection, to manage regulatory capital levels and reduce credit risk.

The swap is a freestanding derivative as the contract is distinct from the referenced loan agreements and is executed with a separate counterparty.

Under the terms of the swap contract, the Company will be compensated for certain credit-related losses on the residential mortgage loan pool, which have a total remaining principal balance of $ 1.50 billion as of December 31, 2025.

The credit default swap is measured at fair value in either other assets or other liabilities on the Consolidated Statements of Financial Condition, and the related gains or losses are recognized in other non-interest income on the Consolidated Statements of Income.

The loss on the credit default swap for the year ended December 31, 2025 was $ 234,000 .

As the buyer of credit protection, the Company pays a premium to the protection seller in return for the right to receive a payment if a specified credit event occurs.

The credit default swap terminates in October 2055.

Derivatives Designated as Hedging Instruments

Interest Rate Swap Contracts - Fair Value Hedge

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

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

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

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

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

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

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

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

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

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

As of December 31, 2025

AFS securities:

Amortized cost (excluding fair value hedge basis adjustment) $ 682,878

Fair value hedge basis adjustment ( 4,038 )

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

Location of Gain/(Loss) Recognized in Income For the Year Ended December 31, 2025

AFS securities:

Gain recognized on derivatives Interest income - debt securities $ 4,030

Loss recognized on hedged items Interest income - debt securities ( 4,038 )

Net loss recognized on fair value hedges Interest income - debt securities $ ( 8 )

Interest Rate Swap Contract - Cash Flow Hedge

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

4 unchanged sentences

Therefore, a portion of the balance reported in accumulated other comprehensive income related to derivatives will be reclassified to interest income as interest payments are made or received on the Company’s interest rate swaps.

The table below presents the effect on the Company’s accumulated other comprehensive income/loss (“AOCI” or “AOCL”) attributable to the cash flow hedge derivative, net of tax, and the related gains/(losses) reclassified from AOCI into income (in thousands):

The table below presents the effect on the Company’s AOCI/AOCL attributable to the cash flow hedge derivative, net of tax, and the related gains/(losses) reclassified from AOCI into income (in thousands):

For the Year Ended December 31,

1 unchanged sentence

AOCL balance at beginning of period, net of tax

$ ( 87 ) $ ( 36 ) $ ( 25 )

Unrealized losses recognized in OCI ( 108 ) ( 956 ) ( 808 )

1 unchanged sentence

AOCL balance at end of period, net of tax

During the next twelve months ending December 31, 2025, the Company estimates that an additional $ 115,000 will be reclassified as a reduction to interest income.

$ — $ ( 87 ) $ ( 36 )

The cash flow hedge matures on January 1, 2026, and there will be no additional reclassifications into interest income.

Derivatives Not Designated as Hedging Instruments and Designated as Hedging Instruments

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

4 unchanged sentences

Interest rate swaps and cap contracts $ 1,537,760 $ 53,768 $ 53,809

Derivatives Designated as Cash Flow Hedge

Interest rate swap contract 100,000 — 115

Credit default swap 75,802 — 234

Derivatives Designated as Hedging Instruments

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

Interest rate swap contracts - fair value hedge 678,921 4,055 26

Total Derivatives $ 2,392,483 $ 57,823 $ 54,069

5 unchanged sentences

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

Credit Risk-Related Contingent Features

The Company is exposed to credit risk in the event of nonperformance by the interest rate derivative counterparty.

The Company minimizes this risk by being a party to International Swaps and Derivatives Association agreements with third party broker-dealers that require a minimum dollar transfer amount upon a margin call.

Credit Risk-Related Mitigating Features

The Company is exposed to credit risk in the event of nonperformance by various derivative counterparties.

The Company minimizes risk of nonperformance by being a party to International Swaps and Derivatives Association agreements with third party broker-dealers that require a minimum dollar transfer amount upon a margin call.

This requirement is dependent on certain specified credit measures.

The amount of collateral posted with third parties was $ 0 at both December 31, 2024 and 2023.

The amount of collateral received from third parties was $ 93.3 million and $ 88.3 million at December 31, 2024 and 2023, respectively.

The amount of collateral posted with third parties and received from third parties is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures.

The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with third parties was $ 91.5 million and $ 87.8 million at December 31, 2024 and 2023, respectively.

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

The amount of cash collateral received from these third parties was $ 42.9 million and $ 93.3 million at December 31, 2025 and 2024, respectively.

The amount of cash collateral posted or received with these third parties is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures.

The interest rate derivatives which the Company executes with the commercial borrowers are collateralized by the borrowers’ commercial real estate financed by the Company.

The credit default swap is not exposed to counterparty credit risk as it is fully collateralized.

The aggregate fair value of all derivative financial instruments in a net liability position with credit measure contingencies and entered into with third parties was $ 54.0 million and $ 91.5 million at December 31, 2025 and 2024, respectively.

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration.

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The following table represents the classification of the Company’s ROU assets and lease liabilities on the Consolidated Statements of Financial Condition (in thousands):

For the Year Ended

December 31, 2025 December 31, 2024

Lease ROU Assets Classification

Operating lease ROU assets Other assets $ 15,452 $ 18,979

Finance lease ROU asset Premises and equipment, net 1,071 1,304

Lease ROU Assets

Classification

Operating lease ROU assets

Other assets $ 17,596 $ 15,452

Finance lease ROU asset

Premises and equipment, net 838 1,071

Total lease ROU assets

$ 18,434 $ 16,523

Lease Liabilities

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Total lease liabilities $ 20,180 $ 18,535

(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $ 4.4 million and $ 5.9 million as of December 31, 2024 and 2023, respectively.

The calculated amount of the ROU assets and lease liabilities are impacted by the lease term and the discount rate used to calculate the present value of the minimum lease payments.

Lease agreements often include one or more options to renew the lease at the Company’s discretion.

If the exercise of a renewal option is considered to be reasonably certain, the Company includes the extended term in the calculation of the ROU asset and lease liability.

For the discount rate, ASC Topic 842, Leases requires the Company to use the rate implicit in the lease, provided the rate is readily determinable.

As this rate is not readily determinable, the Company generally utilizes its incremental borrowing rate, at lease inception, over a similar term.

For operating leases existing prior to January 1, 2019, the Company used the incremental borrowing rate for the remaining lease term as of January 1, 2019.

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

(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $ 897,000 and $ 4.4 million as of December 31, 2025 and 2024, respectively.

The following table represents the weighted-average remaining lease term and weighted-average discount rate for the Company’s operating and finance leases:

December 31, 2025 December 31, 2024

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2029 209 2,701

2029 209 1,421

Thereafter — 4,038

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Variable Interest Entity

The Company accounts for Trident as a variable interest entity (“VIE”) under ASC 810, Consolidation, for which the Company is considered the primary beneficiary (i.e.

On October 1, 2025, the Company disposed its controlling interest in Trident.

Prior to the disposal, the Company accounted for Trident as a VIE under ASC 810, Consolidation, for which the Company was considered the primary beneficiary (i.e.

the party that has a controlling financial interest).

In accordance with ASC 810, Consolidation, the Company has consolidated Trident’s assets and liabilities.

In accordance with ASC 810, Consolidation, the Company consolidated Trident’s assets and liabilities prior to the disposal.

The summarized financial information for the Company’s consolidated VIE consisted of the following (in thousands):

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The following Condensed Statements of Financial Condition at December 31, 2025 and 2024 and Condensed Statements of Operations and Cash Flows for the years ended December 31, 2025, 2024 and 2023 for OceanFirst Financial Corp.

(parent company only) reflect the Company’s investment in its wholly-owned subsidiaries, the Bank, and OceanFirst Risk Management, Inc., and non-wholly owned subsidiary, Trident, using the equity method of accounting.

Condensed Statement of Financial Condition

(parent company only) reflect the Company’s investment in its wholly-owned subsidiaries, the Bank, and OceanFirst Risk Management, Inc., using the equity method of accounting.

On October 1, 2025, the Company disposed its controlling interest in its Trident subsidiary.

Condensed Statements of Financial Condition

(in thousands)

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Net income $ 71,027 $ 100,390 $ 104,065

(Increase) decrease in advances to subsidiary Bank ( 31,032 ) ( 34,449 ) 30,640

Decrease (increase) in advances to subsidiary Bank 23,692 ( 31,032 ) ( 34,449 )

Undistributed earnings of subsidiary Bank ( 22,913 ) ( 19,424 ) ( 19,220 )

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Net amortization of purchase accounting adjustments 751 727 704

Net loss on disposal of controlling interest in Trident 4,338 — —

Change in other assets and other liabilities ( 763 ) 4,199 ( 3,995 )

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Repayments on ESOP loan receivable

Cash consideration for acquisition, net of cash received — — ( 7,084 )

Net cash provided by (used in) investing activities 21,071 ( 329 ) ( 5,329 )

1,410 1,370 2,510

Proceeds from disposal of controlling interest in Trident 2,750 — —

Net cash (used in) provided by investing activities ( 2,636 ) 21,071 ( 329 )

Cash flows from financing activities:

Net proceeds from issuance of subordinated notes 181,882 — —

Repayments of other borrowings ( 125,000 ) — —

1 unchanged sentence

Purchase of treasury stock ( 24,945 ) ( 21,476 ) —

Redemption of preferred stock ( 57,369 ) — —

Exercise of stock options 717 571 702

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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 8. Financial Statements and Supplementary Data