What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-11-04 · 149 added, 233 removed, 315 unchanged (55% of the section changed)

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At or for the Quarters Ended

(dollars in thousands, except per share amounts) September 30, 2025 June 30, 2025 September 30, 2024

(dollars in thousands, except per share amounts) March 31, 2026 December 31, 2025 March 31, 2025

SELECTED FINANCIAL CONDITION DATA:

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(3) Ratios are based on net income available to common stockholders.

(4) Performance ratios for the three months ended September 30, 2025 included a net expense of $3.9 million, or $3.0 million, net of tax benefit, related to restructuring charges, a net loss on equity investments and a Federal Deposit Insurance Corporation (“FDIC”) special assessment release.

Performance ratios for the three months ended June 30, 2025 included a loss on redemption of preferred stock of $1.8 million and a net gain on equity investments of $488,000, or $373,000, net of tax expense.

Performance ratios for the three months ended September 30, 2024 included a net benefit of $1.2 million, or $919,000, net of tax expense, related to a net gain on equity investments, a net gain on sale of trust business and merger related expenses.

(4) Performance ratios for the quarter ended March 31, 2026 included a net expense related to a net loss on equity investments, restructuring charges, and merger related expenses of $4.6 million, or $3.8 million, net of tax benefit.

Performance ratios for the quarter ended December 31, 2025 included a net expense related to net gain on equity investments, restructuring charges, credit risk transfer execution expense and merger related expenses of $12.7 million, or $10.4 million, net of tax benefit.

Performance ratios for the quarter ended March 31, 2025 included a net benefit related to a net gain on equity investments of $205,000, or $156,000, net of tax expense.

(5) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

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

The net unamortized credit and purchased with credit deterioration (“PCD”) marks on these loans, not reflected in the allowance for loan credit losses, was $4.4 million, $5.0 million, and $5.7 million at September 30, 2025, June 30, 2025 and September 30, 2024, respectively.

The net unamortized credit and PCD marks on these loans, not reflected in the allowance for loan credit losses, was $3.8 million, $4.0 million, and $5.6 million at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

OceanFirst Financial Corp.

is the holding company for OceanFirst Bank N.A.

(the “Bank”), a regional bank serving business and retail customers throughout New Jersey and the major metropolitan areas between Massachusetts and Virginia.

is the holding company for the Bank, a regional bank serving business and retail customers throughout New Jersey and the major metropolitan areas from Massachusetts through Virginia.

The term “Company” refers to OceanFirst Financial Corp., the Bank and all their subsidiaries on a consolidated basis.

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The Company’s results of operations are significantly affected by competition, general economic conditions, including levels of unemployment and real estate values, as well as changes in market interest rates, inflation, government policies, including the imposition of tariffs and retaliatory responses, and actions of regulatory agencies.

Key developments relating to the Company’s financial results and corporate activities for the three months ended September 30, 2025, as compared to the prior linked quarter, were as follows:

• Loan Growth:

Total loans increased $372.9 million, representing a 14% annualized growth rate, which included $219.1 million of commercial and industrial loan growth.

Commercial loan originations increased 74% to $739.2 million, from $425.9 million in the linked quarter, and the commercial loan pipeline remains robust at $710.9 million, as compared to a record high of $790.8 million at June 30, 2025.

• Deposit Growth:

Total deposits increased to $10.4 billion from $10.2 billion at June 30, 2025.

Deposits, excluding $117.7 million of brokered deposit run-off, increased $321.2 million.

• Residential Outsourcing :

The current quarter results include the impact of the Company’s strategic decision to outsource residential loan originations and title business.

In connection with this decision, the Company recognized $4.1 million of restructuring charges during the quarter and will incur approximately $8 million of additional charges next quarter.

The residential outsourcing initiative will result in an 11% reduction in workforce and result in an anticipated annual expense savings of $14 million offset in part by a reduction in gain on sale of loans starting in 2026.

Net income available to common stockholders for the three and nine months ended September 30, 2025 decreased to $17.3 million and $54.0 million, or $0.30 and $0.94 per diluted share, respectively, as compared to $24.1 million and $75.1 million, or $0.42 and $1.29 per diluted share, for the corresponding prior year periods.

The dividends paid to preferred stockholders were $0 and $2.0 million for the three and nine months ended September 30, 2025, respectively, compared to $1.0 million and $3.0 million for the three and nine months ended September 30, 2024.

On October 22, 2025, the Company’s Board of Directors declared a quarterly cash dividend on common stock of $0.20 per share.

The dividend, related to the quarter ended September 30, 2025, will be paid on November 14, 2025 to common stockholders of record on November 3, 2025.

Key developments relating to the Company’s financial results and corporate activities for the quarter ended March 31, 2026, as compared to the linked quarter, were as follows:

• Margin and Net Interest Expansion:

Net interest margin increased six basis points to 2.93%, from 2.87%, and net interest income increased by $1.2 million, to $96.4 million.

• Sustained Growth:

Total loans increased $91.9 million, a 3% annualized growth rate, and included commercial and industrial loan growth of $105.1 million, a 19% annualized growth rate.

• Controlled Expenses:

Non-interest expense decreased by 13%, or $10.7 million, to $73.4 million.

Net income available to common stockholders for the quarter ended March 31, 2026 was $20.5 million, or $0.36 per diluted share, as compared to $20.5 million, or $0.35 per diluted share, for the corresponding prior year period.

Dividends paid to preferred stockholders were $1.0 million for the quarter ended March 31, 2025.

No such dividends were paid during the three months ended March 31, 2026 as the preferred stock was redeemed in the second quarter of 2025.

On April 15, 2026, the Company’s Board declared a quarterly cash dividend on common stock of $0.20 per share.

The dividend, related to the quarter ended March 31, 2026, will be paid on May 8, 2026 to common stockholders of record on April 27, 2026.

Analysis of Net Interest Income

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Net interest income depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them.

For the three and nine months ended September 30, 2025, interest income included net loan fees of $1.4 million and $4.1 million, respectively, as compared to $730,000 and $2.6 million for the same prior year periods.

The following tables set forth certain information relating to the Company for the three and nine months ended September 30, 2025 and 2024.

For the three months ended March 31, 2026, interest income included net loan fees of $1.1 million, as compared to $1.4 million for the same prior year period.

The following tables set forth certain information relating to the Company for the three months ended March 31, 2026 and 2025.

The yields and costs, which are annualized, are derived by dividing the income or expense by the average balance of the related assets or liabilities, respectively, for the periods shown except where noted otherwise.

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The yields and costs include certain fees and costs which are considered adjustments to yields.

For the Three Months Ended September 30,

For the Three Months Ended March 31,

(dollars in thousands) Average Balance Interest Average

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Residential real estate 3,167,262 33,141 4.19 3,065,679 31,270 4.08

Home equity loans and lines and other consumer (“other consumer”) 218,465 3,575 6.49 242,942 4,077 6.68

Allowance for loan credit losses, net of deferred loan costs and fees (66,812) — — (59,063) — —

Loans receivable, net 10,278,610 141,847 5.49 9,958,794 136,635 5.46

Total interest-earning assets 12,363,997 162,194 5.21 12,232,672 161,525 5.26

Non-interest-earning assets 1,187,197 1,206,024

Total assets $ 13,551,194 $ 13,438,696

Liabilities and Stockholders’ Equity:

Interest-bearing liabilities:

Interest-bearing checking $ 4,000,804 21,253 2.11 % $ 3,856,281 21,731 2.24 %

Money market 1,426,586 10,507 2.92 1,256,536 11,454 3.63

Savings 1,009,742 1,674 0.66 1,088,926 2,218 0.81

Time deposits 2,105,734 19,812 3.73 2,339,370 26,915 4.58

Total 8,542,866 53,246 2.47 8,541,113 62,318 2.90

Federal Home Loan Bank (“FHLB”) advances 1,123,946 12,793 4.52 757,535 9,140 4.80

Securities sold under agreements to repurchase 59,017 438 2.94 75,871 491 2.57

Other borrowings 249,233 5,060 8.05 499,839 7,357 5.86

Total borrowings 1,432,196 18,291 5.07 1,333,245 16,988 5.07

Total interest-bearing liabilities 9,975,062 71,537 2.85 9,874,358 79,306 3.20

Non-interest-bearing deposits 1,720,657 1,634,743

Non-interest-bearing liabilities 199,582 240,560

Total liabilities 11,895,301 11,749,661

Stockholders’ equity 1,655,893 1,689,035

Total liabilities and stockholders’ equity $ 13,551,194 $ 13,438,696

Net interest income $ 90,657 $ 82,219

Net interest rate spread (4)

2.36 % 2.06 %

Net interest margin (5)

2.91 % 2.67 %

Total cost of deposits (including non-interest-bearing deposits) 2.06 % 2.44 %

For the Nine Months Ended September 30,

(dollars in thousands) Average

Balance Interest Average

Interest-earning assets:

Interest-earning deposits and short-term investments $ 102,267 $ 3,188 4.17 % $ 168,822 $ 6,966 5.51 %

Securities (2)

1,970,368 57,190 3.88 2,073,552 65,782 4.24

Loans receivable, net (3)

Commercial 6,848,512 303,852 5.93 6,851,021 309,922 6.04

Residential real estate 3,103,008 95,816 4.12 2,981,822 87,345 3.91

Other consumer

199,318 3,086 6.28 228,553 3,489 6.19

Allowance for loan credit losses, net of deferred loan costs and fees (61,878) — — (61,854) — —

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FHLB advances

1,261,984 12,884 4.14 996,293 11,359 4.62

Securities sold under agreements to repurchase 59,806 384 2.60 64,314 428 2.70

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(1) Average yields and costs are annualized.

(2) Amounts represent debt and equity securities, including FHLB and Federal Reserve Bank (“FRB”) stock, and are recorded at average amortized cost, net of allowance for securities credit losses.

(2) Amounts represent debt and equity securities, including FHLB and FRB stock, and are recorded at average amortized cost, net of allowance for securities credit losses.

(3) Amount is net of deferred loan costs and fees, undisbursed loan funds, discounts and premiums and allowance for loan credit losses, and includes loans held for sale and non-performing loans.

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(5) Net interest margin represents net interest income divided by average interest-earning assets.

Comparison of Financial Condition at September 30, 2025 and December 31, 2024

Total assets increased by $903.4 million to $14.32 billion, from $13.42 billion, primarily due to increases in loans and debt securities available-for-sale.

Total loans increased by $439.9 million to $10.56 billion, from $10.12 billion, while the loan pipeline increased by $557.3 million to $863.9 million, from $306.7 million, primarily due to an increase in the commercial loan pipeline of $513.4 million.

For more information about the loan portfolio, see “Lending Activities.” Debt securities available-for-sale increased by $434.1 million to $1.26 billion, from $827.5 million, primarily due to new purchases in the current quarter.

Debt securities held-to-maturity decreased by $126.1 million to $919.7 million, from $1.05 billion, primarily due to principal repayments.

Other assets decreased by $27.2 million to $158.5 million, from $185.7 million, primarily due to a decrease in market values associated with customer interest rate swap programs.

Total liabilities increased by $952.7 million to $12.67 billion, from $11.72 billion primarily related to an increase in FHLB advances and deposits.

FHLB advances increased by $633.0 million to $1.71 billion, from $1.07 billion.

Deposits increased by $369.7 million to $10.44 billion, from $10.07 billion, mostly driven by Premier Banking deposits.

Time deposits increased to $2.22 billion, from $2.08 billion, representing 21.2% and 20.7% of total deposits, respectively.

Time deposits included an increase in brokered time deposits of $330.4 million, partly offset by a decrease in retail time deposits of $195.1 million.

Comparison of Financial Condition at March 31, 2026 and December 31, 2025

Total assets decreased by $8.0 million to $14.56 billion, primarily due to a decrease in total debt securities, offset by an increase in loans.

Debt securities AFS decreased by $50.7 million to $1.18 billion, from $1.23 billion, primarily due to principal reductions, maturities and calls.

Debt securities HTM decreased by $28.7 million to $852.9 million, from $881.6 million, primarily due to principal repayments.

Total loans increased by $91.9 million to $11.12 billion, from $11.03 billion, primarily due to an increase in commercial loans of $162.9 million, partly offset by a decrease in total consumer loans of $71.0 million.

Total liabilities decreased by $14.8 million to $12.89 billion, from $12.90 billion primarily related to a decrease in FHLB advances, partly offset by an increase in deposits.

FHLB advances decreased by $217.0 million to $1.18 billion, from $1.40 billion driven by a shift to more favorably priced deposits.

Deposits increased by $191.5 million to $11.16 billion, from $10.96 billion, primarily due to an increase in interest bearing deposits of $182.2 million.

Time deposits decreased by $81.6 million to $2.39 billion, from $2.47 billion, representing 21.4% and 22.5% of total deposits, respectively.

Time deposits included a decrease in brokered time deposits of $121.9 million, partly offset by an increase in retail time deposits of $40.6 million.

The loan-to-deposit ratio was 99.7%, as compared to 100.6%.

Other liabilities decreased by $55.5 million to $242.9 million, from $298.4 million, mostly due to a decrease in the market values of derivatives associated with customer interest rate swaps and related collateral received from counterparties.

Capital levels remain strong and in excess of “well-capitalized” regulatory levels at September 30, 2025, including the Company’s common equity tier one capital ratio which declined to 10.6%, driven primarily by loan growth, increased lending commitments and stock repurchases.

Total stockholders’ equity decreased to $1.65 billion, as compared to $1.70 billion, primarily due to the redemption of preferred stock for $55.5 million and capital returns comprised of dividends and share repurchases, partially offset by net income.

Additionally, accumulated other comprehensive loss decreased by $7.1 million primarily due to increases in the fair market value of available-for-sale debt securities, net of tax.

During the nine months ended September 30, 2025, the Company repurchased 1,404,253 shares totaling $24.4 million representing a weighted average cost of $17.17, which includes repurchases of exercised options and awards from employees outside of the share repurchase program.

On July 16, 2025, the Company announced its Board of Directors authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares.

As of September 30, 2025, the Company had 3,226,284 shares available for repurchase under the authorized repurchase programs.

The Company’s stockholders’ equity to assets ratio was 11.54%, as compared to 12.69% and book value per share decreased to $28.81, as compared to $29.08, due to the drivers noted above.

Comparison of Operating Results for the Three and Nine Months Ended September 30, 2025 and September 30, 2024

Net income available to common stockholders decreased to $17.3 million and $54.0 million, or $0.30 and $0.94 per diluted share, respectively, as compared to $24.1 million and $75.1 million, or $0.42 and $1.29 per diluted share, for the corresponding prior year periods.

Net income for the three and nine months ended September 30, 2025 included restructuring charges of $4.1 million for both periods, an FDIC special assessment release of $210,000 for both periods, and a net loss of $7,000 and net gain of $686,000 on equity investments, respectively.

These items decreased net income by $3.0 million and $2.5 million, net of tax.

Additionally, net income available to common stockholders for the nine months ended September 30, 2025 included a net loss on redemption of preferred stock of $1.8 million.

Net income for the three and nine months ended September 30, 2024 included net gains on equity investments of $1.4 million and $4.2 million, respectively, a net gain on sale of a portion of its trust business of $1.4 million and $2.6 million, respectively, and merger related expenses of $1.7 million for both periods.

Net income for the nine months ended September 30, 2024 also included a special FDIC assessment of $418,000.

These items increased net income by $919,000 and $3.6 million, net of tax, for the three and nine months ended September 30, 2024.

Other liabilities decreased by $7.0 million to $202.3 million, from $209.3 million, mostly due to payment of annual incentive accruals, partly offset by collateral received from counterparties.

Capital levels remain strong and in excess of “well-capitalized” regulatory levels at March 31, 2026, including the Company’s common equity tier one capital ratio of 10.75%.

Total stockholders’ equity increased to $1.67 billion, as compared to $1.66 billion, primarily due to net income, partially offset by capital returns comprised of dividends and share repurchases.

Additionally, accumulated other comprehensive loss increased by $2.4 million primarily due to decreases in the fair market value of AFS debt securities, net of tax.

During the quarter ended March 31, 2026, the Company repurchased 177,450 shares totaling $3.4 million representing a weighted average cost of $19.18, which represented repurchases of exercised options and vesting of awards from employees outside of the authorized share repurchase program.

As of March 31, 2026, the Company had 3,226,284 shares available for repurchase under the authorized repurchase programs.

The Company’s stockholders’ equity to assets ratio was 11.47%, as compared to 11.42% and book value per share increased to $28.98, as compared to $28.97, primarily due to the drivers noted above.

Comparison of Operating Results for the Three Months Ended March 31, 2026 and March 31, 2025

Net income available to common stockholders was $20.5 million, or $0.36 per diluted share, as compared to $20.5 million, or $0.35 per diluted share.

Net income for the quarter ended March 31, 2026 included merger-related expenses of $4.2 million, a net loss of $354,000 on equity investments, and restructuring charges of $128,000.

These items decreased net income by $3.8 million, net of tax.

Net income for the quarter ended March 31, 2025 included net gains on equity investments of $205,000, which increased net income by $156,000, net of tax.

Interest Income

Three months ended September 30, 2025 vs.

September 30, 2024

Interest income for the three months ended September 30, 2025 increased to $162.2 million from $161.5 million for the corresponding prior year period.

The average balance of interest-earning assets increased by $131.3 million primarily due to increases in commercial and residential loans, partly offset by a reduction in cash and securities.

The average yield for interest-earning assets decreased to 5.21%, from 5.26% for the same prior year period, due to the lower interest rate environment.

Nine months ended September 30, 2025 vs.

September 30, 2024

Interest income for the nine months ended September 30, 2025 decreased to $470.7 million from $482.6 million for the corresponding prior year period.

The average balance of interest-earning assets decreased by $79.0 million, primarily driven by a decrease in securities and, to a lesser extent, interest-earning deposits and short-term investments, partly offset by an increase in residential loans.

The yield on average interest-earning assets decreased to 5.16% from 5.25% for the same prior year period, due to the lower interest rate environment.

Interest income for the three months ended March 31, 2026 increased to $168.3 million from $153.7 million.

The average balance of interest-earning assets increased by $1.25 billion, primarily due to increases in commercial loans and securities.

The average yield for interest-earning assets decreased to 5.10%, from 5.13%, primarily due to the repricing of assets tied to short-term rates.

Interest Expense

Three months ended September 30, 2025 vs.

September 30, 2024

Interest expense for the three months ended September 30, 2025 decreased to $71.5 million from $79.3 million in the corresponding prior year period.

The average balance of interest-bearing liabilities increased by $100.7 million, primarily due to increases in FHLB advances, partly offset by a decrease in other borrowings.

The cost of average interest-bearing liabilities decreased to 2.85% from 3.20% for the corresponding prior year period, primarily due to lower cost of deposits and, to a lesser extent, FHLB advances, partly offset by an increase in the cost of other borrowings.

The total cost of deposits decreased 38 basis points to 2.06% from 2.44% for the same prior year period.

Nine months ended September 30, 2025 vs.

September 30, 2024

Interest expense for the nine months ended September 30, 2025 decreased to $205.8 million from $231.8 million in the corresponding prior year period.

The average balance of interest-bearing liabilities decreased by $85.2 million, primarily due to decreases in other borrowings and total deposits, partly offset by an increase in FHLB advances.

The cost of average interest-bearing liabilities decreased to 2.80% from 3.12% for the corresponding prior year period, primarily due to lower cost of deposits and, to a lesser extent, FHLB advances, partly offset by an increase in the cost of other borrowings.

The total cost of deposits decreased 31 basis points to 2.06% from 2.37% for the same prior year period.

Interest expense for the three months ended March 31, 2026 increased to $71.8 million from $67.1 million.

The average balance of interest-bearing liabilities increased by $1.19 billion, primarily due to increases in deposits and FHLB advances.

The cost of average interest-bearing liabilities decreased to 2.66% from 2.78%, primarily due to repricing of deposits and, to a lesser extent, FHLB advances.

The total cost of deposits decreased nine basis points to 1.97% from 2.06%.

Net Interest Income and Margin

Net interest income for the three and nine months ended September 30, 2025 increased to $90.7 million and $264.9 million, respectively, from $82.2 million and $250.7 million for the corresponding prior year periods, primarily reflecting the net impact of the decreasing interest rate environment.

The net interest margin for the three and nine months ended September 30, 2025 increased to 2.91% for both current periods, from 2.67% and 2.73% for the same prior year periods, primarily due to the decrease in cost of funds.

Net interest income for the quarter ended March 31, 2026 increased to $96.4 million, from $86.7 million, reflecting the net impact of the interest rate environment and an increase in average balances.

Net interest margin increased to 2.93%, from 2.90%, primarily due to a decrease in cost of funds.

Provision for Credit Losses

Provision for credit losses for the three and nine months ended September 30, 2025 was $4.1 million and $12.5 million, respectively, as compared to $517,000 and $4.2 million for the corresponding prior year periods.

The current quarter provision was primarily driven by net loan growth and an increase in unfunded loan balances and commitments, partly offset by overall improvements in criticized and classified loans.

Net loan charge-offs were $617,000 and $3.5 million for the three and nine months ended September 30, 2025, respectively, as compared to net loan recoveries of $88,000 and net loan charge-offs $1.7 million for the same prior year periods.

The current year included charge-offs of $1.6 million for two commercial relationships related to the Company’s recent acquisition and charge-offs of $445,000 related to sales of non-performing residential and consumer loans of $2.2 million.

The nine months ended September 30, 2024 includes the impact of a $1.6 million charge-off related to a single commercial real estate relationship that was sold in the prior year.

Provision for credit losses for the quarter ended March 31, 2026 was $2.7 million, as compared to $5.3 million.

The current quarter provision was primarily driven by net loan growth and an increase in criticized and classified loans, partly offset by a decrease in off-balance sheet commitments.

Net loan charge-offs were $701,000 for the quarter ended March 31, 2026, as compared to $636,000 for the corresponding prior year period.

The prior year period included charge-offs of $720,000 related to the sale of $5.1 million of non-performing residential and consumer loans.

Non-interest Income

Three months ended September 30, 2025 vs.

September 30, 2024

Other income decreased to $6.7 million, as compared to $11.3 million.

Other income was adversely impacted by net losses on equity investments of $354,000 in the current quarter.

For the prior year, other income was favorably impacted by net gains on equity investments of $1.4 million and a gain on sale of a portion of the Company’s trust business of $1.4 million.

The remaining increase of $485,000 was primarily driven by increases in commercial loan swap income of $1.3 million due to new swaps, and net gain on sale of loans of $395,000, partly offset by a decrease in fees and service charges of $906,000, primarily due to lower retail deposit fees.

In addition, the prior year included a non-recurring gain on sale of assets held for sale of $855,000.

Nine months ended September 30, 2025 vs.

September 30, 2024

Other income decreased to $35.3 million, as compared to $38.0 million.

Other income in the current period was favorably impacted by net gains on equity investments of $686,000.

Other income in the prior period was favorably impacted by net gains on equity investments of $4.2 million and a gain on sale of a portion of the Company’s trust business of $2.6 million.

The remaining increase of $3.5 million was primarily driven by increases related to commercial loan swap income of $1.7 million due to new swaps, net gain on sale of loans of $1.7 million, and non-recurring other income of $1.9 million in the current year.

These were partly offset by a decrease of $855,000 related to a non-recurring gain on sale of assets held for sale in the prior year and a decrease in fees and service charges of $713,000, primarily due to lower retail deposit fees.

For the prior year period, other income was favorably impacted by net gains on equity investments of $205,000.

The remaining decrease of $3.9 million was primarily driven by a decrease in fees and service charges of $1.9 million related to disposition of the title business at the beginning of the fourth quarter last year, and a decrease in a net gain on sale of loans of $886,000 due to the discontinuation of residential loan originations.

In addition, the prior period included non-recurring other income of $842,000.

Non-interest Expense

Three months ended September 30, 2025 vs.

September 30, 2024

Operating expenses increased to $73.4 million, as compared to $64.3 million.

Operating expenses in the current quarter were adversely impacted by restructuring charges of $4.1 million related to outsourcing of residential loan originations and title business, partly offset by a reversal of FDIC special assessment fees of $210,000.

Operating expenses in the prior year were adversely impacted by $1.7 million for merger related expenses.

The remaining increase of $10.3 million was primarily driven by an increase in compensation and benefits of $5.5 million, mostly due to additional commercial banking team hires, acquisitions at the end of the prior year and annual merit increases.

Additional drivers were increases in professional fees of $1.5 million, partly due to higher consulting fees, data processing expense of $1.2 million, occupancy expense of $941,000, partly due to additional space for commercial banking hires, addition of a new branch and acquisitions at the end of the prior year, and other operating expenses of $738,000, mostly due to additional loan servicing expenses.

Nine months ended September 30, 2025 vs.

September 30, 2024

Operating expenses increased to $212.1 million, as compared to $181.0 million.

Operating expenses in the current year were adversely impacted by restructuring charges of $4.1 million, partly offset by a reversal of FDIC special assessment fees of $210,000.

Operating expenses in the prior year were adversely impacted by $2.1 million, related to merger related expenses and an FDIC special assessment.

The remaining increase of $29.2 million was primarily driven by an increase in compensation and benefits of $16.6 million, mostly due to acquisitions at the end of the prior year, additional commercial banking team hires, and annual merit increases.

Additional drivers were increases in other operating expenses of $3.7 million, mostly due to additional loan servicing expense, professional fees of $3.4 million, partly due to the recruitment of commercial bankers, data processing of $2.7 million, partly due to acquisitions at the end of the prior year, occupancy of $1.5 million, partly due to additional space for commercial banking hires, addition of a new branch and acquisitions from end of the prior year, and marketing of $637,000.

Operating expenses in the current quarter were adversely impacted by merger-related expenses of $4.2 million, for the anticipated merger with Flushing, and restructuring charges of $128,000, related to the discontinuation of residential loan originations.

The remaining increase of $4.8 million was primarily driven by an increase in compensation and benefits of $2.7 million, mostly due to the net impact of discontinuation of residential initiatives and commercial banking hires adjusted for annual inflationary increases.

The prior year also included a $1.3 million benefit from normal incentive-related adjustments released.

Additional drivers were increases in professional fees of $797,000, partly due to higher consulting fees, other operating expenses of $627,000, mostly due to credit risk transfer premium expense, and data processing expense of $405,000.

Income Tax Expense

The provision for income taxes was $5.2 million and $17.7 million for the three and nine months ended September 30, 2025, respectively, as compared to $7.5 million and $25.2 million for the same prior year periods, respectively.

The effective tax rate was 22.9% and 23.4% for the three and nine months ended September 30, 2025, respectively, as compared to 22.9% and 24.4% for the same prior year periods.

The effective tax rate for the prior year quarter was positively impacted by geographic mix and nine months ended September 30, 2024 was adversely impacted by a non-recurring write-off of a deferred tax asset of $1.2 million net of other state tax effects.

The provision for income taxes was $6.5 million, as compared to $6.8 million.

The effective tax rate was 24.2%, as compared to 24.1%.

Liquidity and Capital Resources

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Additionally, management performs multiple liquidity stress test scenarios on a periodic basis.

As of September 30, 2025, the Bank and the Parent Company continued to maintain adequate liquidity under all stress scenarios.

As of March 31, 2026, the Bank and the Parent Company continued to maintain adequate liquidity under all stress scenarios.

The Company also has a detailed contingency funding plan and obtains comprehensive reporting of funding trends on a monthly and quarterly basis, which are reviewed by management.

The Company continually evaluates its on-balance sheet liquidity, including cash and unpledged securities and funding capacity at the FHLB and FRB Discount Window, and periodically tests each of its lines of credit.

As of September 30, 2025, total on-balance sheet liquidity and funding capacity was $3.6 billion.

The Company has a highly operational and granular deposit base, with long-standing client relationships across multiple customer segments providing stable funding.

As of March 31, 2026, total on-balance sheet liquidity and funding capacity was $3.9 billion.

The Bank has a highly operational and granular deposit base, with long-standing client relationships across multiple customer segments providing stable funding.

The vast majority of government deposits are protected by FDIC insurance as well as the State of New Jersey under the Government Unit Deposit Protection Act, which requires uninsured government deposits to be further collateralized by the Bank.

At September 30, 2025, the Bank reported $6.37 billion of estimated uninsured deposits in its Call Report.

At March 31, 2026, the Bank reported $6.82 billion of estimated uninsured deposits in its Call Report.

This total included $2.95 billion of collateralized government deposits and $2.08 billion of intercompany deposits of fully consolidated subsidiaries, leaving estimated adjusted uninsured deposits of $1.79 billion, or 15.9% of total deposits.

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The primary sources of liquidity specifically available to the Parent Company are dividends from the Bank, proceeds from the sale of investments, and the issuance of debt and common stock.

For the nine months ended September 30, 2025, the Parent Company received dividend payments of $62.0 million from the Bank.

At September 30, 2025, the Parent Company held $41.4 million in cash and cash equivalents.

For the three months ended March 31, 2026, the Parent Company received no dividend payments from the Bank.

At March 31, 2026, the Parent Company held $77.8 million in cash and cash equivalents.

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

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The Bank has other sources of liquidity if a need for additional funds arises, including lines of credit at multiple financial institutions and access to the FRB Discount Window.

As of September 30, 2025, the Company pledged $7.48 billion of loans with the FHLB and FRB to enhance the Company’s borrowing capacity, which included collateral pledged to the FHLB to obtain a letter of credit to collateralize certain municipal deposits.

As of March 31, 2026, the Company pledged $7.94 billion of loans with the FHLB and FRB to enhance the Company’s borrowing capacity, which included collateral pledged to the FHLB to obtain a letter of credit to collateralize certain municipal deposits.

The Company also pledged $1.41 billion of securities to secure borrowings, enhance borrowing capacity, collateralize its repurchase agreements, and for other purposes required by law.

The Company had $1.71 billion of FHLB advances, including $943.0 million of overnight borrowings as of September 30, 2025, as compared to $1.07 billion of FHLB term advances and no outstanding overnight borrowings from the FHLB at December 31, 2024.

The Company’s cash needs for the nine months ended September 30, 2025 were primarily satisfied by net proceeds from FHLB advances, increase in deposits and principal repayments of debt securities, and primarily utilized for the purchase of debt securities and fund loan growth.

The Company had $1.18 billion of FHLB advances, including $929.2 million of outstanding FHLB term advances and $251.0 million of overnight borrowings as of March 31, 2026, as compared to $929.2 million of FHLB term advances and $468.0 million of overnight borrowings at December 31, 2025.

The Company’s cash needs for the quarter ended March 31, 2026 were primarily satisfied by an increase in deposits, and primarily utilized for the net repayment of FHLB advances and loan growth.

Off-Balance Sheet Commitments and Contractual Obligations

In the normal course of business, the Bank routinely enters into various off-balance sheet commitments, primarily relating to the origination and funding of loans.

At September 30, 2025, outstanding commitments to originate loans totaled $863.9 million and outstanding undrawn lines of credit totaled $1.71 billion, of which $1.43 billion were commitments to commercial and commercial construction borrowers and $277.5 million were commitments to consumer and residential construction borrowers.

At March 31, 2026, outstanding commitments to originate loans totaled $417.8 million and outstanding undrawn lines of credit totaled $1.85 billion, of which $1.60 billion were commitments to commercial and commercial construction borrowers and $255.0 million were commitments to consumer and residential construction borrowers.

Commitments to fund undrawn lines of credit and commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the existing contracts.

Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Since some of the commitments are expected to expire

without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

The Company’s exposure to credit risk is represented by the contractual amount of the instruments.

At September 30, 2025, the Company also had various contractual obligations, which included debt obligations of $1.97 billion, including finance lease obligations of $1.2 million, and an additional $18.3 million in operating lease obligations included in other liabilities.

At March 31, 2026, the Company also had various contractual obligations, which included debt obligations of $1.50 billion, including finance lease obligations of $1.1 million, and an additional $17.9 million in operating lease obligations included in other liabilities.

The Company expects to have sufficient funds available to meet current commitments in the normal course of business.

Time deposits scheduled to mature in one year or less totaled $2.18 billion at September 30, 2025.

Time deposits scheduled to mature in one year or less totaled $2.35 billion at March 31, 2026.

If these deposits do not remain with the Company, it may need to seek other sources of funds, including other deposit products, advances from the Federal Home Loan Bank of New York and other borrowing sources.

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Liquidity Used in Stock Repurchases and Cash Dividends

Under the Company’s stock repurchase program, shares of OceanFirst Financial Corp.

common stock may be purchased in the open market and through privately-negotiated transactions, from time-to-time, depending on market conditions.

Under the Company’s stock repurchase program, shares of its common stock may be purchased in the open market and through privately-negotiated transactions, from time-to-time, depending on market conditions.

The repurchased shares are held as treasury stock for general corporate purposes.

For the three and nine months ended September 30, 2025, the Company repurchased 2,308 and 1,404,253 shares of its common stock, respectively, totaling $42,000 and $24.4 million, respectively.

Of these repurchased shares for the three and nine months ended September 30, 2025, 2,308 and 79,337 shares were repurchased outside of the Company’s stock repurchase program.

The Company repurchased these shares from employees that elected to sell shares to cover their withholding tax obligations on vested stock awards and options.

On July 16, 2025, the Company announced its Board of Directors authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares.

At September 30, 2025, there were 3,226,284 shares available to be repurchased under the authorized stock repurchase program.

Cash dividends on common stock declared and paid during the nine months ended September 30, 2025 were $34.8 million.

Cash dividends on preferred stock declared and paid during the nine months ended September 30, 2025 were $2.0 million.

On May 15, 2025, the Company redeemed all 57,370 shares of its 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A.

The aggregate payment of $57.4 million, at a redemption price of $25.00 per share, resulted in a net loss on redemption of $1.8 million.

For the quarter ended March 31, 2026, the Company repurchased 177,450 shares of its common stock, totaling $3.4 million, which represented repurchases of exercised options and vesting of awards from

employees outside of the authorized share repurchase program.

At March 31, 2026, there were 3,226,284 shares available to be repurchased under the authorized stock repurchase program.

Cash dividends on common stock declared and paid during the three months ended March 31, 2026 were $11.5 million.

The Parent Company’s ability to continue to repurchase shares of common stock and pay dividends depends on capital distributions from the Bank, which may be adversely affected by capital restraints imposed by applicable regulations.

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The policy includes internal limits, monitoring of key indicators, sources and availability, intercompany transactions, forecasts and stress testing, and other qualitative and quantitative metrics.

Additionally, management performs multiple capital stress test scenarios periodically, varying loan growth, earnings, access to the capital markets, credit losses, and mark-to-market losses in the investment portfolio, including both available-for-sale and held-to-maturity.

As of September 30, 2025, the Bank and Company continued to maintain adequate capital under all stress scenarios.

Management performs multiple capital stress test scenarios on a quarterly basis, varying loan growth, earnings, access to the capital markets, credit losses, and mark-to-market losses in the investment portfolio, including both AFS and held-to-maturity.

As of March 31, 2026, the Bank and Company continued to maintain adequate capital under all stress scenarios.

The Bank and the Parent Company also have detailed contingency capital plans and obtain comprehensive reporting of capital trends on a regular basis, which are reviewed by management and the Board.

Regulatory Capital Requirements

As of September 30, 2025 and December 31, 2024, the Company and the Bank satisfied all regulatory capital requirements currently applicable as follows (dollars in thousands):

As of March 31, 2026 and December 31, 2025, the Company and the Bank satisfied all regulatory capital requirements currently applicable as follows (dollars in thousands):

Actual For capital adequacy

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corrective action

As of September 30, 2025 Amount Ratio Amount Ratio Amount Ratio

As of March 31, 2026 Amount Ratio Amount Ratio Amount Ratio

Tier 1 capital (to average assets) $ 1,206,357 8.61 % $ 560,251 4.00 % N/A N/A

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(1) Includes the Capital Conservation Buffer of 2.50%.

At September 30, 2025 and December 31, 2024, the Company and the Bank satisfied the criteria to be “well-capitalized” under the Prompt Corrective Action regulations.

At September 30, 2025 and December 31, 2024, the Company maintained a stockholders’ equity to total assets ratio of 11.54% and 12.69%, respectively.

At March 31, 2026 and December 31, 2025, the Company and the Bank satisfied the criteria to be “well-capitalized” under the Prompt Corrective Action regulations.

At March 31, 2026 and December 31, 2025, the Company maintained a stockholders’ equity to total assets ratio of 11.47% and 11.42%, respectively.

Lending Activities

Loan Portfolio Composition .

At September 30, 2025, the Company had total loans outstanding of $10.56 billion, of which $5.21 billion, or 49.4% of total loans, were investor owned commercial real estate, multi-family, and construction (including residential development loans), (collectively, “commercial real estate - investor”).

The remainder of the portfolio consisted of commercial and industrial loans of which $997.1 million were commercial and industrial - real estate, or 9.4% of total loans;

and $998.9 million were commercial and industrial - non-real estate loans, or 9.5% of total loans;

At March 31, 2026, the Company had total loans outstanding of $11.12 billion, of which $5.48 billion, or 49.3% of total loans, were investor owned commercial real estate, multi-family, and construction (including residential development loans), collectively, “commercial real estate - investor”.

The remainder of the portfolio consisted of commercial and industrial loans, of which $1.02 billion were commercial and industrial - real estate, or 9.1% of total loans;

and $1.30 billion were commercial and industrial - non-real estate loans, or 11.7% of total loans;

$3.13 billion of residential real estate loans, or 28.1% of total loans;

and $215.6 million of consumer loans, primarily home equity loans and lines of credit, or 2.0% of total loans.

In 2025, the Company reclassified loans secured by owner-occupied commercial real estate to commercial and industrial - real estate to reflect the variation in the management and underlying risk profile of such loans as compared with non-owner-occupied (“investor”) commercial real estate loans.

Similarly, the Company also reclassified commercial and industrial loans that were not secured by real estate to commercial and industrial - non-real estate.

Collectively, these two loan portfolios are referred to as “Commercial and industrial” loans.

and $198.0 million of other consumer loans, primarily home equity loans and lines of credit, or 1.8% of total loans.

Commercial Real Estate - Investor Owne d .

At September 30, 2025, the Bank’s total investor owned commercial real estate loans outstanding were $5.21 billion, or 49.4% of total loans, as compared to $5.29 billion, or 52.3% of total loans at December 31, 2024.

At March 31, 2026, the Bank’s total investor owned commercial real estate loans outstanding were $5.48 billion, or 49.3% of total loans, as compared to $5.42 billion, or 49.1% of total loans at December 31, 2025.

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

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

The following table presents the Company’s commercial real estate - investor owned loans by industry as of September 30, 2025:

As of September 30, 2025

The following table presents the Company ’s commercial real estate - investor owned loans by industry as of March 31, 2026:

As of March 31, 2026

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

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Total CRE investor owned

(1) Represents the weighted average of loan balances as of September 30, 2025 divided by their most recent appraisal value, which is generally obtained at the time of origination.

(1) Represents the weighted average of loan balances as of March 31, 2026 divided by their most recent appraisal value, which is generally obtained at the time of origination.

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

(3) Central business district (“CBD”) exposure represented $119 million, or 7.2%, of the total office loan balance at September 30, 2025.

Office CBD loans had a weighted average LTV of 54% and weighted average debt service coverage ratio of 1.9x at September 30, 2025.

$84 million, or 71%, of the total office CBD exposure are to credit tenants, life sciences and medical borrowers at September 30, 2025.

New York City office CBD loans represented $7 million, or 0.05% of the Company’s total assets at September 30, 2025.

(4) New York City rent-regulated multi-family loans, where the property has more than 50% of its units rent-regulated, represented $30 million, or 0.21% of the Company’s total assets at September 30, 2025.

(3) CBD exposure represented $118 million, or 11.3%, of the total office loan balance at March 31, 2026.

Office CBD loans had a weighted average LTV of 49% and weighted average debt service coverage ratio of 1.7x at March 31, 2026.

$104 million, or 89%, of the total office CBD exposure are to credit tenants, life sciences and medical borrowers at March 31, 2026.

New York City office CBD loans represented $7 million, or 0.05% of the Company’s total assets at March 31, 2026.

(4) New York City rent-regulated multi-family loans, where the property has more than 50% of its units rent-regulated, represented $28 million, or 0.19% of the Company’s total assets at March 31, 2026.

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

The following table presents total commercial real estate - investor owned loans by geography (generally based on location of collateral) as of September 30, 2025:

As of September 30, 2025

The following table presents total commercial real estate - investor owned loans by geography (generally based on location of collateral) as of March 31, 2026:

As of March 31, 2026

(dollars in thousands) Amount Percent of Total

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It is the policy of the Company to cease accruing interest on loans 90 days or more past due or in the process of foreclosure.

September 30, December 31,

March 31, December 31,

(dollars in thousands)

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Delinquent loans 30-89 days 55,876 47,808

Allowance for loan credit losses as a percent of total loans (3)

Allowance for loan credit losses as a percent of total loans receivable (3)

0.77 % 0.76 %

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Non-performing assets as a percent of total assets 0.31 0.26

(1) Excludes loans held-for-sale.

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

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

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

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

The net unamortized credit and PCD marks on these loans, not reflected in the allowance for loan credit losses, were $4.4 million and $6.0 million at September 30, 2025 and December 31, 2024, respectively.

The net unamortized credit and PCD marks on these loans, not reflected in the allowance for loan credit losses, were $3.8 million and $4.0 million at March 31, 2026 and December 31, 2025, respectively.

Overall asset quality metrics remained stable.

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The allowance for loan credit losses as a percentage of total non-performing loans was 248.60%, as compared to 301.27%.

The level of 30 to 89 days delinquent loans decreased to $19.8 million, from $36.6 million.

The Company’s other real estate owned increased to $7.5 million from $1.8 million, primarily due to one commercial loan.

The level of 30 to 89 days delinquent loans increased to $55.9 million, from $47.8 million, primarily related to commercial loans.

The Company’s other real estate owned increased to $10.4 million from $10.3 million.

The Company’s allowance for loan credit losses to total loans was 0.77%, as compared to 0.76%.

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The table below represents Special Mention and Substandard loans (other than loans held-for-sale) and other real estate owned (in thousands):

September 30, December 31,

March 31, December 31,

Special Mention $ 15,901 $ 18,161

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Total $ 180,735 $ 122,142

Special mention and substandard loans (other than loans held-for-sale) and other real estate owned decreased by $28.6 million to $131.2 million at September 30, 2025 from $159.9 million at December 31, 2024.

Net migrations from special mention to substandard were primarily due to one commercial relationship totaling $21.3 million, which migrated during the nine months ended September 30, 2025.

Additionally, net payoffs of substandard loans during the nine months ended September 30, 2025, primarily related to two commercial relationships totaling $15.1 million and upgrades from special mention loans primarily related to one commercial relationship totaling $10.8 million, during the same period.

Special mention and substandard loans (other than loans held-for-sale) and other real estate owned increased by $58.6 million to $180.7 million at March 31, 2026 from $122.1 million at December 31, 2025.

The increase was primarily due to one accruing commercial and industrial relationship totaling $50.4 million that moved to substandard during the three months ended March 31, 2026.

Critical Accounting Policies and Estimates

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The use of different judgments, assumptions, and estimates could result in material differences in the results of operations or financial condition.

The critical accounting policy and its application is reviewed periodically, and at least annually, with the Audit Committee of the Board of Directors.

Goodwill in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other, was a critical accounting estimate in the preparation of the consolidated financial statements at September 30, 2025 and December 31, 2024.

The Company bypassed the qualitative assessment and proceeded directly to the quantitative test on its annual impairment testing date of August 31, 2025.

The Company estimated 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 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.

The critical accounting policy and its application is reviewed periodically, and at least annually, with the Audit Committee of the Board.

Goodwill in accordance with ASC 350, Intangibles - Goodwill and Other, was also a critical accounting estimate in the preparation of the consolidated financial statements at March 31, 2026 and December 31, 2025.

Significant negative industry or economic trends, including declines in the market price of the Company’s stock, reduced estimates of future cash flows or business disruptions could result in impairments to goodwill in the future, which may result in recording an impairment loss.

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Accounting Pronouncements Adopted in 2026

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of this standard did not have an impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

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

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

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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.

Private Securities Litigation Reform Act Safe Harbor Statement

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

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

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

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

Forward-looking statements may be identified by the use of the words such as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “could,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future

events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words.

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

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

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

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

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

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

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

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

Government, including policies of the U.S.

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

These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, under Item 1A - Risk Factors and elsewhere, and subsequent securities filings.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The foregoing list of factors is not exhaustive.

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

These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under Item 1A - Risk Factors and elsewhere, and subsequent securities filings and should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis