Item 4. Controls and Procedures
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures
The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) promulgated under the 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 SEC (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share amounts)
March 31, December 31,
2026 2025
(Unaudited)
Assets
Cash and due from banks $ 136,981 $ 135,130
Debt securities available-for-sale, at estimated fair value 1,181,087 1,231,827
Debt securities held-to-maturity, net of allowance for securities credit losses of $ 754 at March 31, 2026 and $ 811 at December 31, 2025 (estimated fair value of $ 793,409 at March 31, 2026 and $ 825,790 at December 31, 2025)
852,917 881,568
Equity investments 88,239 91,882
Restricted equity investments, at cost 119,503 129,329
Loans receivable, net of allowance for loan credit losses of $ 86,110 at March 31, 2026 and $ 83,726 at December 31, 2025
11,059,275 10,970,666
Loans held-for-sale — 5,768
Interest and dividends receivable 49,588 49,010
Other real estate owned 10,393 10,266
Premises and equipment, net 112,066 112,743
Bank owned life insurance 271,650 270,301
Goodwill 517,481 517,481
Intangibles 8,198 9,046
Other assets 148,958 149,300
Total assets $ 14,556,336 $ 14,564,317
Liabilities and Stockholders’ Equity
Deposits $ 11,155,916 $ 10,964,405
FHLB advances
1,180,179 1,397,179
Securities sold under agreements to repurchase with customers 67,249 54,434
Other borrowings 255,518 255,233
Advances by borrowers for taxes and insurance 25,851 21,245
Other liabilities 202,255 209,271
Total liabilities 12,886,968 12,901,767
Stockholders’ equity:
Preferred stock, $ 0.01 par value, $ 1,000 liquidation preference, 5,000,000 shares authorized, no shares issued at March 31, 2026 and December 31, 2025, respectively
— —
Common stock, $ 0.01 par value, 150,000,000 shares authorized, 63,329,377 and 62,942,427 shares issued at March 31, 2026 and December 31, 2025, respectively; and 57,600,069 and 57,390,569 shares outstanding at March 31, 2026 and December 31, 2025, respectively
629 625
Additional paid-in capital 1,121,646 1,118,331
Retained earnings 671,657 662,616
Accumulated other comprehensive loss ( 4,573 ) ( 2,159 )
Less: Unallocated common stock held by ESOP
( 991 ) ( 1,301 )
Treasury stock, 5,729,308 and 5,551,858 shares at March 31, 2026 and December 31, 2025, respectively
( 119,000 ) ( 115,562 )
Total stockholders’ equity 1,669,368 1,662,550
Total liabilities and stockholders’ equity $ 14,556,336 $ 14,564,317
See accompanying Notes to Unaudited Consolidated Financial Statements.
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
For the Three Months Ended March 31,
2026 2025
(Unaudited)
Interest income:
Loans $ 145,324 $ 133,019
Debt securities 19,810 17,270
Equity investments and other 3,157 3,414
Total interest income 168,291 153,703
Interest expense:
Deposits 53,695 51,046
Borrowed funds 18,149 16,005
Total interest expense 71,844 67,051
Net interest income 96,447 86,652
Provision for credit losses 2,738 5,340
Net interest income after provision for credit losses 93,709 81,312
Other income (loss):
Bankcard services revenue 1,629 1,463
Trust and asset management revenue 433 406
Fees and service charges 2,813 4,712
Net (loss) gain on sales of loans ( 28 ) 858
Net (loss) gain on equity investments ( 354 ) 205
Net loss from other real estate operations ( 164 ) ( 16 )
Income from bank owned life insurance 1,874 1,852
Commercial loan swap income 345 620
Other 200 1,153
Total other income 6,748 11,253
Operating expenses:
Compensation and employee benefits 39,484 36,740
Occupancy 5,832 5,497
Equipment 921 921
Marketing 963 1,108
Federal deposit insurance and regulatory assessments 3,215 2,983
Data processing 7,052 6,647
Check card processing 1,098 1,170
Professional fees 3,222 2,425
Amortization of intangibles 848 940
Merger related expenses 4,150 —
Restructuring charges 128 —
Other operating expenses 6,490 5,863
Total operating expenses 73,403 64,294
Income before provision for income taxes 27,054 28,271
Provision for income taxes 6,548 6,808
Net income 20,506 21,463
Net loss attributable to non-controlling interest — ( 46 )
Net income attributable to OceanFirst Financial Corp. 20,506 21,509
Dividends on preferred shares — 1,004
Net income available to common stockholders $ 20,506 $ 20,505
Basic earnings per share $ 0.36 $ 0.35
Diluted earnings per share $ 0.36 $ 0.35
Average basic shares outstanding 57,043 58,102
Average diluted shares outstanding 57,048 58,111
See accompanying Notes to Unaudited Consolidated Financial Statements.
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
For the Three Months Ended March 31,
2026 2025
(Unaudited)
Net income $ 20,506 $ 21,463
Other comprehensive (loss) income:
Net unrealized (loss) gain on debt securities (net of tax benefit of $ 788 in 2026 and tax expense of $ 788 in 2025)
( 2,472 ) 2,473
Accretion of unrealized loss on debt securities reclassified to HTM (net of tax expense of $ 40 in 2026 and $ 44 in 2025)
58 64
Reclassification adjustment for losses included in net income (net of tax expense of $ 20 in 2025)
— 64
Total other comprehensive (loss) income, net of tax ( 2,414 ) 2,601
Total comprehensive income 18,092 24,064
Less: comprehensive loss attributable to non-controlling interest — ( 46 )
Comprehensive income attributable to OceanFirst Financial Corp. 18,092 24,110
Less: dividends on preferred shares — 1,004
Total comprehensive income available to common stockholders $ 18,092 $ 23,106
See accompanying Notes to Unaudited Consolidated Financial Statements.
21
OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(dollars in thousands, except per share amounts)
(Unaudited)
For the Three Months Ended March 31, 2026 and 2025
Preferred
Stock Common
Stock Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
(Loss) Income Employee
Stock
Ownership
Plan Treasury
Stock Non-Controlling Interest Total
Balance at December 31, 2024 $ 1 $ 613 $ 1,168,321 $ 641,727 $ ( 15,853 ) $ ( 2,542 ) $ ( 90,617 ) $ 1,107 $ 1,702,757
Net income (loss) — — — 21,509 — — — ( 46 ) 21,463
Other comprehensive income, net of tax — — — — 2,601 — — — 2,601
Stock compensation — 12 1,726 — — — — — 1,738
Allocation of ESOP stock
— — ( 18 ) — — 310 — — 292
Cash dividend - $ 0.20 per share
— — — ( 11,686 ) — — — — ( 11,686 )
Exercise of stock options — — 119 — — — — — 119
Repurchase 398,395 shares of common stock
— — 31 — — — ( 6,928 ) — ( 6,897 )
Preferred stock dividend — — — ( 1,004 ) — — — — ( 1,004 )
Distributions to non-controlling interest — — — — — — — ( 266 ) ( 266 )
Balance at March 31, 2025 $ 1 $ 625 $ 1,170,179 $ 650,546 $ ( 13,252 ) $ ( 2,232 ) $ ( 97,545 ) $ 795 $ 1,709,117
Balance at December 31, 2025 $ — $ 625 $ 1,118,331 $ 662,616 $ ( 2,159 ) $ ( 1,301 ) $ ( 115,562 ) $ — $ 1,662,550
Net income — — — 20,506 — — — — 20,506
Other comprehensive loss, net of tax — — — — ( 2,414 ) — — — ( 2,414 )
Stock compensation — 3 950 — — — — — 953
Allocation of ESOP stock
— — ( 6 ) — — 310 — — 304
Cash dividend - $ 0.20 per share
— — — ( 11,465 ) — — — — ( 11,465 )
Exercise of stock options — 1 2,322 — — — — — 2,323
Repurchase of 177,450 shares of common stock
— — 49 — — — ( 3,438 ) — ( 3,389 )
Balance at March 31, 2026 $ — $ 629 $ 1,121,646 $ 671,657 $ ( 4,573 ) $ ( 991 ) $ ( 119,000 ) $ — $ 1,669,368
See accompanying Notes to Unaudited Consolidated Financial Statements.
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
For the Three Months Ended March 31,
2026 2025
(Unaudited)
Cash flows from operating activities:
Net income $ 20,506 $ 21,463
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment 2,641 2,542
Allocation of ESOP stock
304 292
Stock compensation 953 1,738
Net excess tax expense on stock compensation 75 195
Amortization of servicing asset 265 62
Net (discount) premium amortization in excess of discount accretion on securities ( 3,011 ) 45
Net amortization of deferred costs on borrowings 155 146
Amortization of intangibles 848 940
Net accretion of purchase accounting adjustments ( 70 ) ( 238 )
Net amortization of deferred fees/costs and premiums/discounts on loans ( 1,759 ) ( 2,451 )
Provision for credit losses 2,738 5,340
Net (gain) loss on sale of OREO and fixed assets
( 10 ) 2
Net loss (gain) on equity investments 354 ( 205 )
Net loss (gain) on sales of loans 28 ( 858 )
Proceeds from sales of residential loans held for sale 2,676 105,849
Residential loans originated for sale 3,064 ( 93,478 )
Increase in cash surrender value of bank owned life insurance ( 1,756 ) ( 1,852 )
(Increase) decrease in interest and dividends receivable ( 578 ) 1,071
Deferred tax benefit provision ( 2 ) ( 101 )
Decrease in other assets 4,590 15,409
Decrease in other liabilities ( 6,801 ) ( 57,697 )
Total adjustments 4,704 ( 23,249 )
Net cash provided by (used in) operating activities 25,210 ( 1,786 )
Cash flows from investing activities:
Net (increase) decrease in loans receivable ( 89,706 ) 13,723
Proceeds from sales of non-performing loans — 4,583
Purchase of loan pools, net of discount — ( 24,297 )
Purchase of debt securities AFS
( 8,356 ) ( 6,943 )
Purchase of equity investments ( 2,212 ) ( 3,160 )
Proceeds from maturities and calls of debt securities AFS
4,875 1,500
Proceeds from maturities and calls of debt securities HTM
8,874 16,146
Proceeds from calls and sales of equity investments 5,395 —
Principal repayments on debt securities AFS
50,796 89,767
Principal repayments on debt securities HTM
20,580 25,025
Proceeds from bank owned life insurance 407 2,662
Proceeds from the redemption of restricted equity investments 157,716 55,760
Purchases of restricted equity investments ( 147,890 ) ( 49,298 )
Capitalized improvements to OREO
( 261 ) —
Proceeds from sale of OREO
144 —
Purchases of premises and equipment ( 1,952 ) ( 1,856 )
Net cash (used in) provided by investing activities ( 1,590 ) 123,612
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OceanFirst Financial Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in thousands)
For the Three Months Ended March 31,
2026 2025
(Unaudited)
Cash flows from financing activities:
Increase in deposits $ 191,511 $ 110,683
Increase in short-term borrowings 12,800 4,546
Net repayment of FHLB advances
( 217,000 ) ( 181,590 )
Increase in advances by borrowers for taxes and insurance 4,606 5,758
Exercise of stock options 2,323 119
Payment of employee taxes withheld from stock awards and phantom stock units ( 1,155 ) ( 1,383 )
Purchase of treasury stock ( 3,389 ) ( 6,897 )
Dividends paid ( 11,465 ) ( 12,690 )
Distributions to non-controlling interest — ( 266 )
Net cash used in financing activities ( 21,769 ) ( 81,720 )
Net increase in cash and due from banks and restricted cash 1,851 40,106
Cash and due from banks and restricted cash at beginning of period 135,130 123,615
Cash and due from banks and restricted cash at end of period $ 136,981 $ 163,721
Supplemental Disclosure of Cash Flow Information:
Cash and due from banks at beginning of period $ 135,130 $ 123,615
Restricted cash at beginning of period — —
Cash and due from banks and restricted cash at beginning of period $ 135,130 $ 123,615
Cash and due from banks at end of period $ 136,981 $ 163,721
Restricted cash at end of period — —
Cash and due from banks and restricted cash at end of period $ 136,981 $ 163,721
Cash paid during the period for:
Interest $ 67,458 $ 66,648
Income taxes 3,828 1,565
Non-cash activities:
Accretion of unrealized loss on securities reclassified to held-to-maturity 98 108
Net loan charge-offs 701 636
Transfer of loans receivable to OREO
— 106
Transfer of loans receivable to loans held-for-sale — 4,583
See accompanying Notes to Unaudited Consolidated Financial Statements.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements
Note 1. Basis of Presentation
The consolidated financial statements include the accounts of: the Company; its wholly-owned subsidiaries, the Bank and OceanFirst Risk Management, Inc.; the Bank’s direct and indirect wholly-owned subsidiaries, OceanFirst REIT Holdings, Inc., OceanFirst Management Corp., OceanFirst Realty Corp., Casaba Real Estate Holdings Corporation, Country Property Holdings, Inc., OFB Acquisition LLC; and Spring Garden Capital Group, LLC (and its subsidiaries). The Company disposed of its 60 % controlling interest in Trident Abstract Title Agency, LLC on October 1, 2025, which was included in the Company’s consolidated financial statements for previous periods. All significant intercompany accounts and transactions have been eliminated in consolidation.
The interim consolidated financial statements reflect all normal and recurring adjustments, which are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations that may be expected for the full year 2026 or any other period. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and the results of operations for the periods presented. Actual results could differ from these estimates.
Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.
These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Segment Reporting
The Company’s operations are solely in the financial services industry and provide a range of regional community banking services to retail and commercial customers. The Company operates throughout New Jersey and in the major metropolitan areas 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 CODM makes operating decisions and manages the activities of the business on a consolidated basis. Therefore, management concluded the Company has a single operating segment, and therefore one reportable segment.
Further, the CODM allocates resources and assesses performance based on an ongoing review of the Company’s consolidated financial results. Specifically, the CODM reviews net income, reported within the consolidated statements of income, along with information in the consolidated statements of financial condition, to decide whether to reinvest profits into the Company or other strategic investments. Refer to the Consolidated Statements of Financial Condition and Consolidated Statements of Income for net income and all significant expenses regularly provided to and reviewed by the CODM.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 2. Earnings per Share
The following reconciles shares outstanding for basic and diluted earnings per share for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended
March 31,
2026 2025
Weighted average shares outstanding 57,466 58,541
Less: Unallocated ESOP shares
( 58 ) ( 123 )
Unallocated incentive award shares ( 365 ) ( 316 )
Average basic shares outstanding 57,043 58,102
Add: Effect of dilutive securities:
Incentive awards 5 9
Average diluted shares outstanding 57,048 58,111
For the three months ended March 31, 2026 and 2025, antidilutive stock options of 1,338,000 and 1,359,000 , respectively, were excluded from the earnings per share calculation.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 3. Securities
The amortized cost, estimated fair value, and allowance for securities credit losses of debt securities AFS and HTM at March 31, 2026 and December 31, 2025 are as follows (in thousands):
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Fair
Value Allowance for Securities Credit Losses
At March 31, 2026
Debt securities AFS:
U.S. government and agency obligations $ 54,619 $ — $ ( 2,598 ) $ 52,021 $ —
State and municipal debt obligations 76,200 4,102 ( 8 ) 80,294 —
Corporate debt securities 23,085 587 ( 125 ) 23,547 —
Asset-backed securities 95,524 4 ( 225 ) 95,303 —
MBS:
Agency residential 836,019 843 ( 5,505 ) 831,357 —
Agency commercial 107,808 — ( 9,243 ) 98,565 —
Total mortgage-backed securities 943,827 843 ( 14,748 ) 929,922 —
Total excluding fair value hedge basis adjustment 1,193,255 5,536 ( 17,704 ) 1,181,087 —
Fair value hedge basis adjustment (1)
( 6,700 ) — 6,700 — —
Total debt securities AFS
$ 1,186,555 $ 5,536 $ ( 11,004 ) $ 1,181,087 $ —
Debt securities HTM:
State and municipal debt obligations $ 159,656 $ 418 $ ( 9,584 ) $ 150,490 $ ( 21 )
Corporate debt securities 46,136 211 ( 522 ) 45,825 ( 717 )
Mortgage-backed securities:
Agency residential 569,963 977 ( 45,861 ) 525,079 —
Agency commercial 76,851 3 ( 5,823 ) 71,031 —
Non-agency commercial 1,065 — ( 81 ) 984 ( 16 )
Total mortgage-backed securities 647,879 980 ( 51,765 ) 597,094 ( 16 )
Total debt securities HTM
$ 853,671 $ 1,609 $ ( 61,871 ) $ 793,409 $ ( 754 )
Total debt securities $ 2,040,226 $ 7,145 $ ( 72,875 ) $ 1,974,496 $ ( 754 )
At December 31, 2025
Debt securities AFS:
U.S. 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 —
Agency commercial 108,070 2 ( 9,061 ) 99,011 —
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 AFS
$ 1,234,036 $ 9,769 $ ( 11,978 ) $ 1,231,827 $ —
Debt securities HTM:
State and municipal debt obligations $ 165,267 $ 434 $ ( 8,518 ) $ 157,183 $ ( 22 )
Corporate debt securities 48,986 251 ( 692 ) 48,545 ( 772 )
Mortgage-backed securities:
Agency residential 589,078 1,788 ( 44,521 ) 546,345 —
Agency commercial 77,517 8 ( 5,256 ) 72,269 —
Non-agency commercial 1,531 — ( 83 ) 1,448 ( 17 )
Total mortgage-backed securities 668,126 1,796 ( 49,860 ) 620,062 ( 17 )
Total debt securities HTM
$ 882,379 $ 2,481 $ ( 59,070 ) $ 825,790 $ ( 811 )
Total debt securities $ 2,116,415 $ 12,250 $ ( 71,048 ) $ 2,057,617 $ ( 811 )
(1) Refer to Note 8, Derivatives and Hedging Activities for additional information.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table presents the activity in the allowance for credit losses for debt securities HTM for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended March 31,
2026 2025
Allowance for securities credit losses
Beginning balance $ ( 811 ) $ ( 967 )
Benefit for credit losses 57 69
Total ending allowance balance $ ( 754 ) $ ( 898 )
The Company monitors the credit quality of debt securities HTM on a quarterly basis through the use of internal credit analysis supplemented by external credit ratings. Credit ratings of BBB- or Baa3 or higher are considered investment grade. Where multiple ratings are available, the Company considers the lowest rating when determining the allowance for securities credit losses. Under this approach, the amortized cost of debt securities HTM at March 31, 2026, aggregated by credit quality indicator, are as follows (in thousands):
Investment Grade Non-Investment Grade/Non-rated Total
As of March 31, 2026
State and municipal debt obligations $ 159,656 $ — $ 159,656
Corporate debt securities 33,050 13,086 46,136
Non-agency commercial MBS
1,065 — 1,065
Total debt securities held-to-maturity $ 193,771 $ 13,086 $ 206,857
There were no realized gains/losses on sale of debt securities AFS for either the three months ended March 31, 2026 or 2025.
The amortized cost and estimated fair value of debt securities at March 31, 2026 by contractual maturity are shown below (in thousands):
March 31, 2026 Amortized
Cost (1)
Estimated
Fair Value
Less than one year $ 56,464 $ 55,811
Due after one year through five years 121,721 117,553
Due after five years through ten years 77,377 75,888
Due after ten years 199,658 198,228
$ 455,220 $ 447,480
(1) The amortized cost of AFS securities excludes the portfolio layer fair value hedge basis adjustments of $ 6.7 million at March 31, 2026.
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 March 31, 2026, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost, excluding the fair value hedge basis adjustments, of $ 68.7 million, $ 114.2 million, and $ 95.5 million, respectively, and an estimated fair value of $ 68.8 million, $ 118.0 million, and $ 95.3 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.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The estimated fair value and unrealized losses for debt securities AFS and HTM at March 31, 2026 and December 31, 2025, segregated by the duration of the unrealized losses, are as follows (in thousands):
Less than 12 months 12 months or longer Total
Estimated
Fair
Value Unrealized
Losses (1)
Estimated
Fair
Value Unrealized
Losses (1)
Estimated
Fair
Value Unrealized
Losses (1)
At March 31, 2026
Debt securities AFS:
U.S. government and agency obligations $ — $ — $ 52,021 $ ( 2,598 ) $ 52,021 $ ( 2,598 )
State and municipal debt obligations 832 ( 8 ) — — 832 ( 8 )
Corporate debt securities 2,256 ( 53 ) 1,928 ( 72 ) 4,184 ( 125 )
Asset-backed securities 93,299 ( 225 ) — — 93,299 ( 225 )
MBS:
Agency residential 516,034 ( 5,458 ) 17,544 ( 47 ) 533,578 ( 5,505 )
Agency commercial 489 — 98,076 ( 9,243 ) 98,565 ( 9,243 )
Total MBS
516,523 ( 5,458 ) 115,620 ( 9,290 ) 632,143 ( 14,748 )
Total debt securities AFS
612,910 ( 5,744 ) 169,569 ( 11,960 ) 782,479 ( 17,704 )
Debt securities HTM:
State and municipal debt obligations 9,738 ( 179 ) 126,077 ( 9,405 ) 135,815 ( 9,584 )
Corporate debt securities 4,403 ( 224 ) 12,233 ( 298 ) 16,636 ( 522 )
MBS:
Agency residential 79,177 ( 1,317 ) 365,193 ( 44,544 ) 444,370 ( 45,861 )
Agency commercial 2,627 ( 38 ) 67,708 ( 5,785 ) 70,335 ( 5,823 )
Non-agency commercial — — 984 ( 81 ) 984 ( 81 )
Total MBS
81,804 ( 1,355 ) 433,885 ( 50,410 ) 515,689 ( 51,765 )
Total debt securities HTM
95,945 ( 1,758 ) 572,195 ( 60,113 ) 668,140 ( 61,871 )
Total debt securities $ 708,855 $ ( 7,502 ) $ 741,764 $ ( 72,073 ) $ 1,450,619 $ ( 79,575 )
At December 31, 2025
Debt securities AFS:
U.S. government and agency obligations $ — $ — $ 51,941 $ ( 2,666 ) $ 51,941 $ ( 2,666 )
Corporate debt securities 4,712 ( 97 ) 3,798 ( 201 ) 8,510 ( 298 )
Asset-backed securities 68,805 ( 161 ) — — 68,805 ( 161 )
MBS:
Agency residential 498,047 ( 3,771 ) 21,547 ( 59 ) 519,594 ( 3,830 )
Agency commercial — — 98,518 ( 9,061 ) 98,518 ( 9,061 )
Total MBS
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 )
Corporate debt securities 4,458 ( 241 ) 14,295 ( 451 ) 18,753 ( 692 )
MBS:
Agency residential 23,548 ( 72 ) 425,748 ( 44,449 ) 449,296 ( 44,521 )
Agency commercial — — 71,509 ( 5,256 ) 71,509 ( 5,256 )
Non-agency commercial 459 ( 1 ) 989 ( 82 ) 1,448 ( 83 )
Total MBS
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 )
(1) The unrealized losses of AFS securities excludes the portfolio layer fair value hedge basis adjustments of $ 6.7 million and $ 4.0 million at March 31, 2026 and December 31, 2025, respectively.
The Company concluded that no debt securities were impaired at March 31, 2026 based on consideration of several factors. The Company noted that each issuer made all contractually due payments when required. There were no defaults on principal or interest payments, and no interest payments were deferred. Based on management’s analysis of each individual security, the issuers appear to have the ability to meet debt service requirements over the life of the security. Furthermore, the net unrealized losses were primarily due to changes in the general credit and interest rate environment and not credit quality. Additionally, the Company has not utilized securities sales as a source of liquidity and the Company’s liquidity plans include adequate sources of liquidity outside securities sales.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Equity Investments
At March 31, 2026 and December 31, 2025, the Company held equity investments of $ 88.2 million and $ 91.9 million, respectively. The equity investments are primarily comprised of select financial services institutions’ preferred stocks, investments in other financial institutions and funds.
The realized and unrealized gains or losses on equity securities for the three months ended March 31, 2026 and 2025 are shown in the table below (in thousands):
Three Months Ended March 31,
2026 2025
Net (loss) gain on equity investments $ ( 354 ) $ 205
Less: Net gains recognized on equity investments sold — —
Unrealized (losses) gains recognized on equity investments still held $ ( 354 ) $ 205
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 4. Loans Receivable, Net
Loans receivable, net at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):
March 31, December 31,
2026 2025
Commercial:
Commercial real estate – investor $ 5,478,832 $ 5,420,989
Commercial and industrial:
Commercial and industrial – real estate 1,016,912 986,431
Commercial and industrial – non-real estate 1,302,128 1,227,556
Total commercial and industrial 2,319,040 2,213,987
Total commercial 7,797,872 7,634,976
Consumer:
Residential real estate 3,128,023 3,194,264
Other consumer
198,048 202,763
Total consumer 3,326,071 3,397,027
Total loans receivable 11,123,943 11,032,003
Deferred origination costs, net of fees 21,442 22,389
Allowance for loan credit losses ( 86,110 ) ( 83,726 )
Total loans receivable, net $ 11,059,275 $ 10,970,666
The Company categorizes all loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, and current economic trends, among other factors. The Company evaluates risk ratings on an ongoing basis. The Company uses the following definitions for risk ratings:
Pass : Loans classified as Pass are well protected by the paying capacity and net worth of the borrower.
Special Mention : Loans classified as Special Mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.
Substandard : Loans classified as Substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. These loans have a well-defined weakness or weaknesses that jeopardize the collection or the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
Doubtful : Loans classified as Doubtful have all the weaknesses inherent in those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following tables summarize total loans (in thousands) by year of origination, internally assigned credit grades, and risk characteristics. The tables also include gross charge-offs that were recorded for the year to date periods presented, by year of origination (in thousands):
2026 2025 2024 2023 2022 2021 and prior Revolving lines of credit Total
As of March 31, 2026
Commercial real estate - investor
Pass $ 107,977 $ 620,892 $ 66,783 $ 165,498 $ 1,139,557 $ 2,678,744 $ 619,588 $ 5,399,039
Special Mention — 769 — — 5,678 35 2,440 8,922
Substandard — — 85 86 23,622 41,587 5,491 70,871
Total commercial real estate - investor 107,977 621,661 66,868 165,584 1,168,857 2,720,366 627,519 5,478,832
Gross charge-offs — — — — — ( 84 ) — ( 84 )
Commercial and industrial:
Commercial and industrial - real estate
Pass 73,731 231,211 39,063 57,525 84,673 435,191 34,844 956,238
Special Mention — — 3,022 — — 706 — 3,728
Substandard — 15,104 30,406 — — 11,380 56 56,946
Total commercial and industrial - real estate 73,731 246,315 72,491 57,525 84,673 447,277 34,900 1,016,912
Gross charge-offs — — — — — — — —
Commercial and industrial - non-real estate
Pass 51,436 320,298 171,563 38,018 29,150 40,456 626,687 1,277,608
Special Mention 285 416 364 — — — 910 1,975
Substandard — 29 324 — 713 2,361 19,118 22,545
Total commercial and industrial - non-real estate 51,721 320,743 172,251 38,018 29,863 42,817 646,715 1,302,128
Gross charge-offs — ( 64 ) ( 738 ) — — — — ( 802 )
Total commercial and industrial 125,452 567,058 244,742 95,543 114,536 490,094 681,615 2,319,040
Residential real estate (1)
Pass 5,840 471,072 223,304 195,500 490,257 1,739,127 — 3,125,100
Special Mention — 108 — — — 675 — 783
Substandard — — 152 338 93 1,557 — 2,140
Total residential real estate 5,840 471,180 223,456 195,838 490,350 1,741,359 — 3,128,023
Gross charge-offs — ( 29 ) — — — — — ( 29 )
Other consumer (1)
Pass — 30,603 24,121 22,078 13,316 103,202 2,296 195,616
Special Mention — — 296 — — 197 — 493
Substandard — — — 178 — 1,761 — 1,939
Total other consumer — 30,603 24,417 22,256 13,316 105,160 2,296 198,048
Gross charge-offs — — — — — ( 41 ) — ( 41 )
Total loans $ 239,269 $ 1,690,502 $ 559,483 $ 479,221 $ 1,787,059 $ 5,056,979 $ 1,311,430 $ 11,123,943
Total gross charge-offs $ — $ ( 93 ) $ ( 738 ) $ — $ — $ ( 125 ) $ — $ ( 956 )
(1) For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
2025 2024 2023 2022 2021 2020 and prior Revolving lines of credit Total
As of December 31, 2025
Commercial real estate - investor
Pass $ 647,529 $ 65,950 $ 166,397 $ 1,161,291 $ 1,299,618 $ 1,427,844 $ 579,022 $ 5,347,651
Special Mention 66 — — 2,932 — 8,735 725 12,458
Substandard — 85 — 20,788 298 33,969 5,740 60,880
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
Gross charge-offs ( 102 ) ( 310 ) ( 1,938 ) ( 649 ) ( 24 ) ( 511 ) — ( 3,534 )
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
Special Mention — 250 — — — 731 — 981
Substandard — — — — — 11,306 — 11,306
Total commercial and industrial - real estate 255,690 74,534 58,970 90,142 59,476 415,775 31,844 986,431
Gross charge-offs — — — — — — — —
Commercial and industrial - non-real estate
Pass 325,180 181,538 40,761 30,417 8,314 35,057 589,300 1,210,567
Special Mention 39 224 — — — — 690 953
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
Gross charge-offs — ( 815 ) — ( 20 ) — — — ( 835 )
Total commercial and industrial 580,909 256,824 100,284 121,335 68,439 452,606 633,590 2,213,987
Residential real estate (1)
Pass 471,828 225,885 209,979 501,308 743,610 1,034,301 — 3,186,911
Special Mention 218 121 345 265 1,432 1,298 — 3,679
Substandard 207 1,590 396 93 445 943 — 3,674
Total residential real estate 472,253 227,596 210,720 501,666 745,487 1,036,542 — 3,194,264
Gross charge-offs ( 37 ) ( 218 ) ( 106 ) ( 319 ) ( 345 ) ( 426 ) — ( 1,451 )
Other consumer (1)
Pass 27,971 24,292 23,141 13,697 15,086 93,425 3,242 200,854
Special Mention — — — — 8 82 — 90
Substandard — 190 181 67 — 1,381 — 1,819
Total other consumer 27,971 24,482 23,322 13,764 15,094 94,888 3,242 202,763
Gross charge-offs — — — ( 48 ) — ( 385 ) — ( 433 )
Total loans $ 1,728,728 $ 574,937 $ 500,723 $ 1,821,776 $ 2,128,936 $ 3,054,584 $ 1,222,319 $ 11,032,003
Total gross charge-offs $ ( 139 ) $ ( 1,343 ) $ ( 2,044 ) $ ( 1,036 ) $ ( 369 ) $ ( 1,322 ) $ — $ ( 6,253 )
(1) For residential real estate and other consumer loans, the Company evaluates credit quality based on the aging status of the loan and by payment activity.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
An analysis of the allowance for credit losses on loans for the three months ended March 31, 2026 and 2025 was as follows (in thousands):
Commercial and Industrial
Commercial
Real Estate –
Investor Commercial and Industrial - Real Estate Commercial
and
Industrial - Non-Real Estate Residential
Real Estate Other Consumer Total
For the three months ended March 31, 2026
Allowance for credit losses on loans
Balance at beginning of period $ 29,944 $ 4,753 $ 23,376 $ 24,680 $ 973 $ 83,726
(Benefit) provision for credit losses ( 854 ) 2,537 950 467 ( 15 ) 3,085
Charge-offs ( 84 ) — ( 802 ) ( 29 ) ( 41 ) ( 956 )
Recoveries 8 3 139 22 83 255
Balance at end of period $ 29,014 $ 7,293 $ 23,663 $ 25,140 $ 1,000 $ 86,110
For the three months ended March 31, 2025
Allowance for credit losses on loans
Balance at beginning of period $ 30,780 $ 3,817 $ 10,471 $ 27,587 $ 952 $ 73,607
Provision (benefit) for credit losses 3,147 282 2,364 ( 57 ) 91 5,827
Charge-offs ( 55 ) — — ( 722 ) ( 21 ) ( 798 )
Recoveries 75 3 2 2 80 162
Balance at end of period $ 33,947 $ 4,102 $ 12,837 $ 26,810 $ 1,102 $ 78,798
A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral and, therefore, is classified as non-accruing. At March 31, 2026 and December 31, 2025, the Company had collateral dependent loans with an amortized cost balance as follows: commercial real estate - investor of $ 19.0 million and $ 13.6 million, respectively, commercial and industrial - real estate of $ 5.5 million and $ 4.8 million, respectively, and commercial and industrial - non-real estate of $ 228,000 and $ 603,000 , respectively. In addition, the Company had collateral dependent residential and consumer loans with an amortized cost balance of $ 4.1 million and $ 5.5 million at March 31, 2026 and December 31, 2025, respectively.
The following table presents the recorded investment in non-accrual loans, by loan portfolio segment as of March 31, 2026 and December 31, 2025 (in thousands):
March 31, December 31,
2026 2025
Commercial real estate – investor $ 18,970 $ 13,636
Commercial and industrial:
Commercial and industrial - real estate 5,541 4,813
Commercial and industrial - non-real estate 228 640
Total commercial and industrial 5,769 5,453
Residential real estate 7,011 6,200
Other consumer
2,888 2,502
Total non-performing loans $ 34,638 $ 27,791
At March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, there were no loans greater than 90 days past due that were accruing interest.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table presents the aging of the recorded investment in past due loans as of March 31, 2026 and December 31, 2025 by loan portfolio segment (in thousands):
30-59
Days
Past Due 60-89
Days
Past Due 90 Days or Greater
Past Due Total
Past Due Loans Not
Past Due Total
March 31, 2026
Commercial real estate – investor $ 37,935 $ 1,256 $ 13,596 $ 52,787 $ 5,426,045 $ 5,478,832
Commercial and industrial:
Commercial and industrial - real estate 2,662 477 4,566 7,705 1,009,207 1,016,912
Commercial and industrial - non-real estate 604 229 207 1,040 1,301,088 1,302,128
Total commercial and industrial 3,266 706 4,773 8,745 2,310,295 2,319,040
Residential real estate 11,440 482 2,141 14,063 3,113,960 3,128,023
Other consumer
328 463 1,939 2,730 195,318 198,048
Total loans $ 52,969 $ 2,907 $ 22,449 $ 78,325 $ 11,045,618 $ 11,123,943
December 31, 2025
Commercial real estate – investor $ 25,516 $ 974 $ 12,333 $ 38,823 $ 5,382,166 $ 5,420,989
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
Other consumer
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
Loan Modifications 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. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount, and the allowance for credit losses is subsequently adjusted by an amount equal to the total loss rate as applied to the reduced amortized cost basis. As of March 31, 2026 and December 31, 2025, loans with modifications to borrowers experiencing financial difficulty totaled $ 20.5 million and $ 24.9 million, respectively. There were no outstanding commitments to lend additional funds to such borrowers with loan modifications as of March 31, 2026 or December 31, 2025.
The following table presents loan modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025 (in thousands):
Term Extension Combination of Term Extension and Interest Rate Reduction Total % of Total by Loan Portfolio Segment
For the three months ended March 31, 2026
Residential real estate $ — $ 86 $ 86 — %
$ — $ 86 $ 86 — %
For the three months ended March 31, 2025
Commercial real estate – investor $ 5,160 $ — $ 5,160 0.10 %
$ 5,160 $ — $ 5,160 0.05 %
The modifications during the periods presented had an insignificant financial effect on the Company.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
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 March 31, 2026 and 2025 (in thousands):
Current 60 - 89 Days past due 90 Days or Greater past due Total
March 31, 2026
Commercial real estate – investor $ 4,423 $ 951 $ — $ 5,374
Residential real estate — — 86 (1)
86
$ 4,423 $ 951 $ 86 $ 5,460
March 31, 2025
Commercial real estate – investor $ 24,275 $ — $ — $ 24,275
$ 24,275 $ — $ — $ 24,275
(1) Represents one residential loan that defaulted during the three months ended March 31, 2026, which had been modified within the last 12 months.
Note 5. Deposits
The major types of deposits at March 31, 2026 and December 31, 2025 were as follows (in thousands):
Type of Account March 31, December 31,
2026 2025
Non-interest-bearing $ 1,757,097 $ 1,741,958
Interest-bearing checking 4,536,726 4,354,485
Money market deposit 1,488,653 1,412,917
Savings 986,208 986,195
Time deposits 2,387,232 2,468,850
Total deposits $ 11,155,916 $ 10,964,405
Included in time deposits at March 31, 2026 and December 31, 2025 was $ 493.8 million and $ 474.6 million, respectively, of deposits of $250,000 or more. Time deposits also include brokered deposits of $ 487.9 million and $ 609.8 million at March 31, 2026 and December 31, 2025, respectively.
Note 6. Borrowed Funds
Borrowed funds at March 31, 2026 and December 31, 2025 were as follows (in thousands):
March 31, December 31,
2026 2025
FHLB advances
$ 1,180,179 $ 1,397,179
Securities sold under agreements to repurchase with customers 67,249 54,434
Other borrowings 255,518 255,233
Total borrowed funds $ 1,502,946 $ 1,706,846
At each of March 31, 2026 and December 31, 2025, there were $ 929.2 million of FHLB term advances. There were $ 251.0 million and $ 468.0 million of overnight borrowings from the FHLB at March 31, 2026 and December 31, 2025, respectively.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Pledged assets
The following table presents the assets pledged to secure borrowings, borrowing capacity, repurchase agreements, letters of credit, and for other purposes required by law at carrying value (in thousands):
Loans Debt securities Total
March 31, 2026
FHLB and FRB
$ 7,935,364 $ 1,333,151 $ 9,268,515
Repurchase agreements — 74,811 74,811
Total pledged assets $ 7,935,364 $ 1,407,962 $ 9,343,326
December 31, 2025
FHLB and FRB
$ 7,923,979 $ 1,367,469 $ 9,291,448
Repurchase agreements — 78,422 78,422
Total pledged assets $ 7,923,979 $ 1,445,891 $ 9,369,870
The securities that collateralize the repurchase agreements are delivered to the lender, with whom each transaction is executed, to a third-party custodian, or held at the Company. The lender agrees to resell to the Company substantially the same securities at the maturity of the repurchase agreements.
Note 7. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.
The Company uses valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability and developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability and developed based on the best information available in the circumstances. In that regard, a fair value hierarchy has been established for valuation inputs that gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlations or other means.
Level 3 Inputs – Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.
Assets and Liabilities Measured at Fair Value
A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis, that is, the instruments are not measured at fair value on an
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
Debt Securities Available-for-Sale
Debt securities classified as AFS are reported at fair value. Fair value of U.S. Treasuries are determined using quoted prices in active markets (Level 1). The majority of the other debt securities are determined using inputs other than quoted prices that are based on market observable information (Level 2). Level 2 debt securities are priced through third-party pricing services or security industry sources that actively participate in the buying and selling of securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific securities, but comparing the debt securities to benchmark or comparable debt securities.
Equity Investments
Equity investments with readily determinable fair value are reported at fair value. Fair value for these investments is primarily determined using a quoted price in an active market or exchange (Level 1) or using inputs other than quoted prices that are based on market observable information (Level 2). Equity investments without readily determinable fair values are carried at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer (measurement alternative). Certain equity investments without readily determinable fair values are measured at NAV per share as a practical expedient, which are excluded from the fair value hierarchy levels in the table below.
Interest Rate Derivatives
The Company’s interest rate swaps and cap contracts are reported at fair value utilizing discounted cash flow models provided by an independent, third-party and observable market data (Level 2). When entering into an interest rate swap or cap contract, the Company is exposed to fair value changes due to interest rate movements, and also the potential nonperformance of the contract counterparty.
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.
Other Real Estate Owned and Loans Individually Measured for Impairment
Other real estate owned and loans measured for impairment based on the fair value of the underlying collateral are recorded at estimated fair value, less estimated selling costs. Fair value is generally based on independent appraisals (Level 3), which may be adjusted by management for qualitative factors, such as economic factors and estimated liquidation expenses.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table summarizes financial assets and financial liabilities measured at fair value as of March 31, 2026 and December 31, 2025, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):
Fair Value Measurements at Reporting Date Using:
Total Fair
Value Level 1
Inputs Level 2
Inputs Level 3
Inputs
March 31, 2026
Items measured on a recurring basis:
Debt securities available-for-sale
$ 1,181,087 $ 43,422 $ 1,137,665 $ —
Equity investments
39,583 — 39,583 —
Interest rate derivative asset 58,928 — 58,928 —
Interest rate derivative liability ( 52,340 ) — ( 52,340 ) —
Credit default swap ( 123 ) — — ( 123 )
Items measured on a non-recurring basis:
Equity investments (1) (2)
48,656 — — 40,163
Other real estate owned
10,393 — — 10,393
Loans measured for impairment based on the fair value of the underlying collateral (3)
28,819 — — 28,819
December 31, 2025
Items measured on a recurring basis:
Debt securities available-for-sale
$ 1,231,827 $ 43,385 $ 1,188,442 $ —
Equity investments
45,207 — 45,207 —
Interest rate derivative asset 57,823 — 57,823 —
Interest rate derivative liability ( 53,835 ) — ( 53,835 ) —
Credit default swap ( 234 ) — — ( 234 )
Items measured on a non-recurring basis:
Equity investments (1) (2)
46,675 — — 40,163
Other real estate owned 10,266 — — 10,266
Loans measured for impairment based on the fair value of the underlying collateral (3)
24,470 — — 24,470
(1) As of March 31, 2026 and December 31, 2025, equity investments included $ 40.2 million and $ 40.2 million, respectively, of equity investments measured under the measurement alternative. There were no of realized gains/losses for the three months ended March 31, 2026 and December 31, 2025.
(2) As of March 31, 2026 and December 31, 2025, equity investments included $ 8.5 million and $ 6.5 million, respectively, of certain equity investment funds measured at NAV per share (or its equivalent) as a practical expedient to fair value and these equity investments have not been classified in the fair value hierarchy levels.
(3) Primarily consists of commercial loans, which are collateral dependent. The range of fair value adjustments may vary but is generally 0 % to 8 % on the discount for costs to sell and 0 % to 10 % on appraisal adjustments.
The Company recognized $ 112,000 of gains and no gains or losses in earnings for the three months ended March 31, 2026 and 2025, respectively, for its credit default swap.
The Company recognizes transfers between levels of the valuation hierarchy at the end of the applicable reporting periods. There were no transfers into or out of Level 3 for the three months ended March 31, 2026 and 2025.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Assets and Liabilities Disclosed at Fair Value
A description of the valuation methodologies used for assets and liabilities disclosed at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy is set forth below.
Cash and Due from Banks
For cash and due from banks, the carrying amount approximates fair value.
Debt Securities Held-to-Maturity
Debt securities classified as HTM are carried at amortized cost, as the Company has the positive intent and ability to hold these debt securities to maturity. The Company determines the fair value of the debt securities utilizing Level 2 inputs. Most of the Company’s debt securities are fixed income instruments that are not quoted on an exchange, but are bought and sold in active markets. Prices for these instruments are obtained through third-party pricing vendors or security industry sources that actively participate in the buying and selling of debt securities. Prices obtained from these sources include market quotations and matrix pricing. Matrix pricing is a mathematical technique used principally to value certain debt securities without relying exclusively on quoted prices for the specific debt securities, but comparing the debt securities to benchmark or comparable debt securities.
Management’s policy is to obtain and review all available documentation from the third-party pricing service relating to their fair value determinations, including their methodology and summary of inputs. Management reviews this documentation, makes inquiries of the third-party pricing service and decides as to the level of the valuation inputs. Based on the Company’s review of the available documentation from the third-party pricing service, management concluded that Level 2 inputs were utilized for all securities.
Restricted Equity Investments
The fair value of these investments, which are primarily Federal Home Loan Bank of New York and Federal Reserve Bank stock, is its carrying value since this is the amount for which it could be redeemed. There is no active market for this stock and the Company is required to maintain a minimum investment as stipulated by the respective entities.
Loans Receivable and Loans Held-for-Sale
Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as residential real estate, consumer and commercial. Each loan category is further segmented into fixed and adjustable rate interest terms.
Fair value of performing and non-performing loans, which is based on an exit price notion, was estimated by discounting the future cash flows, net of estimated prepayments, at market discount rates that reflect the credit and interest rate risk inherent in the loan.
Loans held for sale are carried at the lower of unpaid principal balance, net, or estimated fair value on an aggregate basis. Estimated fair value is generally determined based on bid quotations from secondary markets.
Deposits Other than Time Deposits
The fair value of deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, and interest-bearing checking accounts and money market accounts is, by definition, equal to the amount payable on demand. The related insensitivity of the majority of these deposits to interest rate changes creates a significant inherent value which is not reflected in the fair value reported.
Time Deposits
The fair value of time deposits is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.
FHLB Advances and Other Borrowings
Fair value estimates are based on discounting contractual cash flows using rates which approximate the rates offered for borrowings of similar remaining maturities.
Securities Sold Under Agreements to Repurchase with Customers
Fair value approximates the carrying amount as these borrowings are payable on demand and the interest rate adjusts monthly.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The book value and estimated fair value of the Company’s significant financial instruments not recorded at fair value as of March 31, 2026 and December 31, 2025 are presented in the following tables (in thousands):
Fair Value Measurements at Reporting Date Using:
Book
Value Level 1
Inputs Level 2
Inputs Level 3
Inputs
March 31, 2026
Financial Assets:
Cash and due from banks $ 136,981 $ 136,981 $ — $ —
Debt securities held-to-maturity 852,917 — 793,409 —
Restricted equity investments 119,503 — — 119,503
Loans receivable, net and loans held-for-sale 11,059,275 — — 10,702,414
Financial Liabilities:
Deposits other than time deposits (1)
8,768,684 — 8,768,684 —
Time deposits 2,387,232 — 2,381,761 —
FHLB advances and other borrowings
1,435,697 — 1,449,644 —
Securities sold under agreements to repurchase with customers 67,249 67,249 — —
December 31, 2025
Financial Assets:
Cash and due from banks $ 135,130 $ 135,130 $ — $ —
Debt securities held-to-maturity 881,568 — 825,790 —
Restricted equity investments 129,329 — — 129,329
Loans receivable, net and loans held-for-sale 10,976,434 — — 10,665,389
Financial Liabilities:
Deposits other than time deposits (1)
8,495,555 — 8,495,555 —
Time deposits 2,468,850 — 2,455,199 —
FHLB advances and other borrowings
1,652,412 — 1,662,638 —
Securities sold under agreements to repurchase with customers 54,434 54,434 — —
(1) The estimated fair value of non-maturity deposits does not consider any inherent value and represents the amount payable on demand. However, non-maturity deposits do contain significant inherent value to the Company, particularly when overnight funding costs are greater than the deposit costs.
Limitations
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because a limited market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other significant unobservable inputs. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include premises and equipment, bank owned life insurance, and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 8. Derivatives and Hedging Activities
The Company enters into derivative financial instruments which involve, to varying degrees, interest rate and credit risk. The Company manages these risks as part of its asset and liability management process and through credit policies and procedures, seeking to minimize counterparty credit risk by establishing credit limits and collateral agreements. The Company utilizes derivative financial instruments to accommodate the business needs of its customers as well as to economically hedge the exposure that this creates for the Company. Additionally, the Company enters into certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. The Company 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.
Customer Derivatives – Interest Rate Swaps and Cap Contracts
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. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to an interest rate swap agreement, which serves to effectively swap the customer’s variable-rate loan into a fixed-rate loan. The Company then enters into a corresponding swap agreement with a third party in order to economically hedge its exposure through the customer agreement. The Company also enters into interest rate cap contracts that enable commercial loan customers to lock in a cap on a variable-rate commercial loan agreement. This feature prevents the loan from repricing to a level that exceeds the cap contract’s specified interest rate, which serves to hedge the risk from rising interest rates. The Company then enters into an offsetting interest rate cap contract with a third party in order to economically hedge its exposure through the customer agreement.
These interest rate swaps and cap contracts with both the customers and third parties are not designated as hedges under ASC Topic 815, Derivatives and Hedging, and therefore changes in fair value are reported in earnings. As the interest rate swaps and cap contracts are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by ASC Topic 820, Fair Value Measurements. The Company recognized gains of $ 10,000 and losses of $ 16,000 in commercial loan swap income resulting from fair value adjustments for the three months ended March 31, 2026 and 2025, 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 had a total remaining principal balance of $ 1.46 billion and $ 1.50 billion at March 31, 2026 and December 31, 2025, respectively. The credit protection purchased was equal to the credit default swap notional amount of $ 73.1 million and $ 75.8 million at March 31, 2026 and December 31, 2025, respectively. 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 gain on the credit default swap for the three months ended March 31, 2026 was $ 112,000 . 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 premium expense associated with the credit default swap for the three months ended March 31, 2026 totaled $ 884,000 and was recorded in other operating expense on the Consolidated Statements of Income. 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.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
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 March 31, 2026 As of December 31, 2025
AFS securities:
Amortized cost (excluding fair value hedge basis adjustment) $ 672,191 $ 682,878
Fair value hedge basis adjustment ( 6,700 ) ( 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 Three Months Ended
March 31, 2026
AFS securities:
Gain recognized on derivatives Interest income - debt securities $ 2,590
Loss recognized on hedged items Interest income - debt securities ( 2,662 )
Net loss recognized on fair value hedges Interest income - debt securities $ ( 72 )
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. The swap was designated and qualified as a cash flow hedge, under ASC Topic 815, Derivatives and Hedging. The interest rate swap matured on January 1, 2026, and there were no additional reclassifications into interest income.
The table below presents the effect on the Company’s AOCI or AOCL attributable to the cash flow hedge derivative, net of tax, and the related gains/losses reclassified from AOCI into income (in thousands):
Three Months Ended March 31,
2025
AOCL balance at beginning of period, net of tax
$ ( 87 )
Losses reclassified from AOCI into interest income
64
AOCL balance at end of period, net of tax
$ ( 23 )
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Derivatives Not Designated as Hedging Instruments and Designated as Hedging Instruments
The table below presents the notional amount and fair value of derivatives designated and not designated as hedging instruments, as well as their location on the Consolidated Statements of Financial Condition (in thousands):
Notional Fair Value
Other assets Other liabilities
As of March 31, 2026
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts $ 1,544,674 $ 52,309 $ 52,340
Credit default swap 73,136 — 123
Derivatives Designated as Hedging Instruments
Interest rate swap contracts - fair value hedge 664,588 6,619 —
Total Derivatives $ 2,282,398 $ 58,928 $ 52,463
As of December 31, 2025
Derivatives Not Designated as Hedging Instruments
Interest rate swaps and cap contracts $ 1,537,760 $ 53,768 $ 53,809
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
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. There was no cash collateral posted by the Company with third parties at either March 31, 2026 or December 31, 2025. The amount of cash collateral received from these third parties was $ 54.6 million and $ 42.9 million at March 31, 2026 and December 31, 2025, 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 liability position with credit measure contingencies and entered into with third parties was $ 52.5 million and $ 54.0 million at March 31, 2026 and December 31, 2025, respectively.
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
Note 9. Leases
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Company’s leases are comprised of real estate property for branches, automated teller machine locations and office space with terms extending through 2038. The Company has one existing finance lease, which has a lease term through 2029.
The following table represents the classification of the Company’s ROU assets and lease liabilities on the Consolidated Statements of Financial Condition (in thousands):
March 31, December 31,
2026 2025
Lease ROU Assets
Classification
Operating lease ROU assets
Other assets $ 16,500 $ 17,596
Finance lease ROU asset
Premises and equipment, net 780 838
Total lease ROU assets
$ 17,280 $ 18,434
Lease Liabilities
Operating lease liabilities (1)
Other liabilities $ 17,855 $ 19,037
Finance lease liability Other borrowings 1,070 1,143
Total lease liabilities $ 18,925 $ 20,180
(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $ 831,000 and $ 897,000 at March 31, 2026 and December 31, 2025, respectively.
The following table represents the weighted-average remaining lease term and weighted-average discount rate for the Company’s operating and finance leases:
March 31, December 31,
2026 2025
Weighted-Average Remaining Lease Term
Operating leases 5.74 years 5.82 years
Finance lease 3.35 years 3.59 years
Weighted-Average Discount Rate
Operating leases 3.60 % 3.57 %
Finance lease 5.63 5.63
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OceanFirst Financial Corp.
Notes to Unaudited Consolidated Financial Statements (Continued)
The following table represents lease expenses and other lease information (in thousands):
Three Months Ended March 31,
2026 2025
Lease Expense
Operating lease expense $ 1,256 $ 1,203
Finance lease expense:
Amortization of ROU assets
58 58
Interest on lease liabilities (1)
15 19
Total $ 1,329 $ 1,280
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 1,343 $ 1,289
Operating cash flows from finance leases 15 19
Financing cash flows from finance leases 72 68
(1) Included in borrowed funds interest expense on the Consolidated Statements of Income. All other costs are included in occupancy expense on the Consolidated Statements of Income.
Future minimum payments for the finance lease and operating leases with initial or remaining terms were as follows (in thousands):
Finance Lease Operating Leases
For the Year Ending December 31,
2026 $ 263 $ 3,910
2027 350 4,154
2028 350 2,977
2029 209 2,701
2030 — 2,146
Thereafter — 4,038
Total 1,172 19,926
Less: Imputed interest ( 102 ) ( 2,071 )
Total lease liabilities $ 1,070 $ 17,855
Note 10. Subsequent Events
The Company received all regulatory approvals from the New York State Department of Financial Services, the Office of the Comptroller of the Currency, and the Board of Governors of the Federal Reserve System, and shareholder approval to complete the proposed merger of Flushing with and into the Company.
The Company expects to close the merger in the second quarter of 2026, subject to the satisfaction or waiver of the remaining customary closing conditions.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and the Bank are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings in the aggregate are believed by management to be immaterial to the Company’s financial condition or results of operations.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.