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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 25 added, 29 removed, 169 unchanged (24% of the section changed)

1 unchanged sentence

(a) Disclosure Controls and Procedures

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).

Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (“SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the SEC (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) Management Report on Internal Control Over Financial Reporting

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and its subsidiaries are responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.

Internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

Internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's Board, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

3 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, and oversight of the Board of Directors, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (“COSO 2013 Framework”).

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, and oversight of the Board, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria set forth by the Committee of Sponsoring Organizations of the COSO 2013 Framework.

Based on this assessment, management determined that, as of December 31, 2025, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

9 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information relating to directors, executive officers and corporate governance and the Registrant’s compliance with Section 16(a) of the Exchange Act required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2025 under the captions “Corporate Governance,” “Proposal 1.

Election of Directors” and “Delinquent Section 16(a) Reports.”

The information relating to directors, executive officers and corporate governance and the Company’s compliance with Section 16(a) of the Exchange Act required by Part III is incorporated herein by reference to the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

Executive Compensation

The information relating to executive compensation required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2025 under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Potential Payments upon Termination or Change in Control,” “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”

The information relating to executive compensation required by Part III is incorporated herein by reference to the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information relating to security ownership of certain beneficial owners and management and related stockholder matters required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2025 under the caption “Stock Ownership.”

The information relating to security ownership of certain beneficial owners and management and related stockholder matters required by Part III is incorporated herein by reference to the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

Information regarding the Company’s equity compensation plans existing as of December 31, 2025 is as follows:

16 unchanged sentences

Certain Relationships and Related Transactions and Director Independence

The information relating to certain relationships and related transactions and director independence required by Part III is incorporated herein by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2025 under the captions “Proposal 1.

Election of Directors — Board Independence” and “Transactions with Management.”

The information relating to certain relationships and related transactions and director independence required by Part III is incorporated herein by reference to the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

Principal Accountant Fees and Services

The independent public accounting firm is Deloitte & Touche LLP , Philadelphia, Pennsylvania .

Their firm ID as assigned by the PCAOB is 34 .

The information relating to the principal accounting fees and services is incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting to be held on May 19, 2025 under the caption “Proposal 3.

Ratification of Appointment of the Independent Registered Public Accounting Firm.”

Their firm identification as assigned by the PCAOB is 34 .

The information relating to the principal accounting fees and services is incorporated herein by reference to the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

Exhibits and Financial Statement Schedules

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Exhibit Description Reference

Agreement and Plan of Merger, dated as of December 29, 2025 by and among OceanFirst Financial Corp., Flushing Financial Corporation and Apollo Merger Sub Corp.

Incorporated herein by reference to Exhibit 2.1 to Form 8-K filed on January 5, 2026

Certificate of Incorporation of OceanFirst Financial Corp.

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Incorporated herein by reference from Exhibit to Form 8-K filed on December 21, 2017.

Certificate of Designation of 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, of the Company, filed with the Secretary of State of the State of Delaware and effective May 6, 2020.

Incorporated herein by reference from Exhibit 3.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Stock Certificate of OceanFirst Financial Corp.

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No.

Specimen of the Company’s 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A Certificate Incorporated herein by reference from Exhibit 4.1 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Deposit Agreement, dated as of May 7, 2020, among the Company, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders from time to time of the depositary receipts described therein Incorporated herein by reference from Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Form of Depositary Receipt Incorporated herein by reference from Exhibit A included in Exhibit 4.2 to the Company’s Registration Statement on Form 8-K, filed on May 7, 2020.

Indenture, dated May 1, 2020, between OceanFirst Financial Corp.

and Wilmington Trust, National Association, as Trustee Incorporated herein by reference from Exhibit 4.1 to Form 8-K filed on May 1, 2020.

First Supplemental Indenture, dated May 1, 2020, between OceanFirst Financial Corp.

and Wilmington Trust, National Association, as Trustee Incorporated herein by reference from Exhibit 4.2 to Form 8-K filed on May 1, 2020.

Form of 5.25% Fixed-to-Floating Rate Subordinated Note due 2030 Incorporated herein by reference from Exhibit A included in Exhibit 4.2 to Form 8-K filed on May 1, 2020.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-K filed on March 1, 2021.

Form of 6.375% Fixed-to-Floating Rate Subordinated Note due 2035 Incorporated herein by reference from Exhibit A included in Exhibit 4.2 to Form 8-K filed on October 27, 2025.

Indenture, dated October 29, 2025, between OceanFirst Financial Corp.

and Wilmington Trust, National Association, as Trustee Incorporated herein by reference from Exhibit 4.1 to Form 8-K filed on October 27, 2025.

First Supplemental Indenture, dated October 29, 2025, between OceanFirst Financial Corp.

and Wilmington Trust, National Association, as Trustee Incorporated herein by reference from Exhibit 4.2 to Form 8-K filed on October 27, 2025.

Form of OceanFirst Bank Employee Stock Ownership Plan Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No.

2 unchanged sentences

OceanFirst Bank 1995 Supplemental Executive Retirement Plan Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No.

Exhibit Description Reference

OceanFirst Bank Deferred Compensation Plan for Directors Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No.

5 unchanged sentences

Deferred Incentive Compensation Award Program Incorporated herein by reference from Exhibits to Form 10-K filed on March 14, 2006.

Exhibit Description Reference

Form of Employment Agreement between OceanFirst Financial Corp.

12 unchanged sentences

Tsimbinos Incorporated herein by reference from Exhibit to Form 8-K filed on June 27, 2017.

Separation, Non-Competition and Consulting Agreement, dated as of August 9, 2019, by and among OceanFirst Financial Corp., OceanFirst Bank, National Association, and Joseph M.

Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on December 19, 2019.

OceanFirst Financial Corp.

11 unchanged sentences

Confidentiality and Executive Restriction Agreement Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022

Exhibit Description Reference

Executive Change in Control Agreement Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022

Investment Agreement, dated December 29, 2025, by and between OceanFirst, Inc.

and affiliates of funds managed by Warburg Pincus LLC Incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on January 5, 2026

Amended Supplemental Executive Retirement Account Agreement between Christopher D.

Maher and OceanFirst Bank dated March 28, 2025 Incorporated herein by reference from the Exhibit to Form 8-K filed on March 31, 2025

Amended OceanFirst Bank, N.A.

2 unchanged sentences

Code of Ethics for Senior Officers Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022

Insider Trading Policy and Procedures (appendix omitted) Filed herewith.

Subsidiary information is incorporated herein by reference to “Part I – Subsidiary Activities” Filed herewith.

Insider Trading Policy and Procedures (appendix omitted) Incorporated herein by reference from the Exhibits to Form 10-K filed on February 28, 2025

Subsidiary information Incorporated herein by reference to “Part I - Subsidiary Activities”

Consent of Deloitte & Touche LLP Filed herewith.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith.

Exhibit Description Reference

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith.

56 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures