What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-01 · 264 added, 151 removed, 313 unchanged (57% of the section changed)

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At or for the Quarters Ended

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

(dollars in thousands, except per share amounts) June 30, 2026 March 31, 2026 June 30, 2025

SELECTED FINANCIAL CONDITION DATA:

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Operating expenses 129,859 73,403 71,474

Net income 20,506 13,093 21,463

Net income attributable to OceanFirst Financial Corp.

Net (loss) income (3,029) 20,506 19,085

Net (loss) income attributable to OceanFirst Financial Corp.

(3,029) 20,506 19,046

Net income available to common stockholders 20,506 13,093 20,505

Net (loss) income available to common stockholders (3,029) 20,506 16,200

Diluted earnings per share (2)

(0.04) 0.36 0.28

SELECTED FINANCIAL RATIOS:

Book value per common share at end of period (2)

24.50 28.98 28.64

Cash dividend per share (2)

0.20 0.20 0.20

Dividend payout ratio per common share (2)

NM* 55.56 % 71.43 %

Stockholders’ equity to total assets 10.36 11.47 12.33

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(1) With the exception of end of quarter ratios, all ratios are based on average daily balances.

(2) The number of shares outstanding and all common share-related calculations, including earnings per share, and book value per share, are calculated using both common stock and NVCE Stock, which are participating securities.

All NVCE shares presented in this document are reported on an as-converted common stock equivalent basis.

(3) Ratios are annualized.

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

(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) Performance ratios for the three months ended June 30, 2026 included a net expense related to a net loss on equity investments, restructuring release, and merger related expenses of $43.0 million, or $33.6 million, net of tax benefit.

Performance ratios for the three months 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 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.

(6) 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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(9) Total loans receivable excludes loans held-for-sale.

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

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

It is the Company’s policy to cease accruing interest on all such loans and to reverse previously accrued interest.

(10) 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, was $3.8 million, $4.0 million, and $5.6 million at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

(10) Non-performing assets consist of non-performing loans, real estate acquired through foreclosure, and a non-performing investment acquired from Flushing.

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

It is the Company’s policy to cease accruing interest on all such loans and investments and to reverse previously accrued interest.

*NM - Not meaningful.

OceanFirst Financial Corp.

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.

is the holding company for OceanFirst Bank, National Association (the “Bank”), a regional bank serving business and retail customers throughout New Jersey, New York, Long Island, 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 operating expenses primarily consist of compensation and employee benefits, occupancy and equipment, marketing, federal deposit insurance and regulatory assessments, data processing, check card processing, professional fees and other general and administrative expenses.

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 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.

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, and trade restrictions, 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 June 30, 2026, as compared to the linked quarter, were as follows:

• Organic Growth:

The Company generated continued organic growth across its legacy portfolio, with commercial loans increasing $154 million, or 2%, non-interest bearing deposits increasing $101 million, or 6%, and $150 million of deposit growth from Premier Banking teams, reflecting the Company’s focus on core relationships.

These results underscore the continued strength of the core growth initiatives, which the Flushing franchise will further bolster.

• Net Interest Margin Expansion:

Net interest margin increased 12 basis points to 3.05% from 2.93%, and net interest income increased by $24.3 million to $120.7 million.

• Flushing Acquisition:

On June 1, 2026, the Company completed its acquisition of Flushing Financial Corporation, the holding company of Flushing Bank.

Flushing added $8.69 billion to total assets, $6.19 billion to loans and loans held-for-sale, and $7.44 billion to deposits.

Flushing added 30 retail branches across New York City and Long Island.

• Balance Sheet Repositioning:

The Company sold $1.31 billion of multifamily loans from the Flushing acquisition at a price of 92.25% and invested the $1.20 billion of net proceeds into highly-liquid, investment grade securities.

The repositioning reduces commercial real estate concentration by approximately 50 percentage points to 381% 1 , while increasing liquidity as indicated by on-hand liquidity 2 increasing to 11.5% of assets and the loan-to-deposit ratio falling to 91.60%.

Additionally, the allowance for credit losses increased to 1.29% of total loans receivable.

• Operating Expenses:

The Company anticipates full integration of Flushing’s operations and systems in the third quarter of 2026.

The resulting operating synergies are expected to improve efficiency and reduce operating expenses in future periods.

On June 1, 2026, the Company completed its acquisition of Flushing and its results of operations from June 1, 2026 through June 30, 2026 are included in the consolidated results for the three and six months ended June 30, 2026, but are not included in the results of operations for the corresponding prior year periods.

Net loss for the three months ended June 30, 2026 was $3.0 million, or $0.04 per diluted share, while net income available to common stockholders for the six months ended June 30, 2026 was $17.5 million, or $0.27 per diluted share, as compared to net income available to common stockholders of $16.2 million and $36.7 million, or $0.28 and $0.63 per diluted share, for the corresponding prior year periods, respectively.

Dividends paid to preferred stockholders were $1.0 million and $2.0 million for the three and six months ended June 30, 2025.

No such dividends were paid during the three and six months ended June 30, 2026 as the preferred stock was redeemed in the second quarter of 2025.

During the quarter ended June 30, 2025, the Company redeemed all of its preferred stock for an aggregate payment of $57.4 million, at a redemption price of $25.00 per share, which resulted in a net loss on redemption of $1.8 million for the prior year periods.

1 Reflects the bank-level regulatory CRE concentration ratio, calculated as regulatory commercial real estate divided by Tier 1 capital plus the ACL.

2 On-hand liquidity equals cash, unpledged securities and funding capacity at the FHLB and Federal Reserve Bank Discount Window.

On July 30, 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 June 30, 2026, will be paid on August 21, 2026 to common stockholders of record on August 10, 2026.

Recent Developments

Acquisition of Flushing Financial Corporation

On June 1, 2026, the Company completed its acquisition of Flushing, pursuant to which Apollo Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), merged with and into Flushing (the “First-Step Merger”), with Flushing continuing as the surviving entity.

Immediately following the First-Step Merger, Flushing merged with and into the Company, with the Company continuing as the surviving corporation (the “Second-Step Merger” and together with the First-Step Merger, the “Merger”).

On the day immediately following the closing date of June 1, 2026, Flushing Bank, a New York-chartered non-member bank and, prior to the Second-Step Merger, a wholly-owned subsidiary of Flushing merged with and into the Bank, with the Bank continuing as the surviving bank.

Each share of common stock, par value $0.01 per share, of Flushing issued and outstanding immediately prior to the completion of the Merger, was converted into the right to receive 0.85 of a share of common stock, par value $0.01 per share, of the Company.

Holders of Flushing common stock also became entitled to receive cash in lieu of fractional shares of the Company’s common stock.

Concurrent with the completion of the Merger, the Company raised $225 million of equity from affiliates of funds managed by Warburg Pincus, in which the Company issued and sold to Warburg Pincus 9.6 million shares of Company’s common stock, at $19.76 per share, 1,812 shares of a new class of NVCE Stock representing the economic equivalent of approximately 1.8 million shares of Company’s common stock, at $19,760 per share of NVCE Stock and issued to Warburg Pincus a warrant to purchase approximately 11.4 million shares of NVCE Stock with an exercise price of $19,760 per share of NVCE Stock.

The NVCE Stock was issued as a series of preferred stock, in accordance with the Investment Agreement dated December 29, 2025.

The NVCE Stock is not listed or traded on any national securities exchange or automated quotation system, and there currently is no established trading market for such stock.

The NVCE Stock does not have voting rights and ranks equally with, and has identical rights, preferences and privileges as the voting common stock with respect to dividends or distributions (including regular quarterly dividends) declared by the Board and rights upon any liquidation, dissolution, winding up or similar proceeding of the Company.

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

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

The warrant is subject to mandatory exercise, at any time, in the event the market price of Company’s common stock reaches or exceeds $30 per share for a certain number of trading days over a specified period.

In the event of a change of control transaction where less than 90% of the consideration in such transaction is comprised of equity securities traded on the NASDAQ or NYSE, Warburg Pincus will be entitled to receive additional shares if it exercises the warrant in connection with such transaction.

The Company completed the acquisition to, among other things, expand the Company’s presence within the highly attractive, deposit-rich New York markets of Suffolk, Nassau, Queens, Brooklyn, and Manhattan counties.

For further information, see Note 2.

Business Combination.

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 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.

For the three and six months ended June 30, 2026, interest income included net loan fees of $1.2 million and $2.3 million, respectively, as compared to $1.2 million and $2.6 million for the same prior year period.

The following tables set forth certain information relating to the Company for the three and six months ended June 30, 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 March 31,

For the Three Months Ended June 30,

(dollars in thousands) Average Balance Interest Average

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

For the Six Months Ended June 30,

(dollars in thousands) Average

Balance Interest Average

Interest-earning assets:

Interest-earning deposits and short-term investments $ 121,135 $ 2,037 3.39 % $ 106,230 $ 2,073 3.94 %

Securities (2)

2,537,245 51,552 4.10 1,959,922 37,958 3.91

Loans receivable, net (3)

Commercial 8,699,979 252,000 5.84 6,783,823 198,265 5.89

Residential real estate 3,156,125 66,276 4.20 3,078,524 63,131 4.10

Other consumer 193,693 6,030 6.28 226,923 7,101 6.31

Allowance for loan credit losses, net of deferred loan costs and fees (83,445) — — (64,121) — —

Loans receivable, net 11,966,352 324,306 5.46 10,025,149 268,497 5.39

Total interest-earning assets 14,624,732 377,895 5.20 12,091,301 308,528 5.14

Non-interest-earning assets 1,296,661 1,188,506

Total assets $ 15,921,393 $ 13,279,807

Liabilities and Stockholders’ Equity:

Interest-bearing liabilities:

Interest-bearing checking $ 4,810,202 51,006 2.14 % $ 4,062,502 42,039 2.09 %

Money market 1,798,408 22,936 2.57 1,332,154 19,070 2.89

Savings 996,043 2,589 0.52 1,043,674 3,465 0.67

Time deposits 2,683,430 45,472 3.42 2,046,927 38,745 3.82

Total 10,288,083 122,003 2.39 8,485,257 103,319 2.46

FHLB Advances 1,287,383 26,053 4.08 938,200 21,293 4.58

Securities sold under agreements to repurchase 59,908 783 2.64 62,385 846 2.73

Other borrowings 349,126 11,879 6.86 271,840 8,782 6.51

Total borrowings 1,696,417 38,715 4.60 1,272,425 30,921 4.90

Total interest-bearing liabilities 11,984,500 160,718 2.70 9,757,682 134,240 2.77

Non-interest-bearing deposits 1,920,713 1,618,622

Non-interest-bearing liabilities 210,791 204,702

Total liabilities 14,116,004 11,581,006

Stockholders’ equity 1,805,389 1,698,801

Total liabilities and stockholders’ equity $ 15,921,393 $ 13,279,807

Net interest income $ 217,177 $ 174,288

Net interest rate spread (4)

2.50 % 2.37 %

Net interest margin (5)

2.99 % 2.91 %

Total cost of deposits (including non-interest-bearing deposits) 2.02 % 2.06 %

(1) Average yields and costs are annualized.

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

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.

Comparison of Financial Condition 3 at June 30, 2026 and December 31, 2025

Total assets increased by $8.71 billion to $23.27 billion, due to the acquisition of Flushing which added $8.69 billion to total assets.

Total loans increased by $5.24 billion to $16.28 billion, from $11.03 billion, primarily due to Flushing totaling $6.19 billion partly offset by $1.31 billion of multifamily loans sold during the quarter for a price of $1.20 billion, net of costs to sell.

Debt securities held-to-maturity and available-for-sale increased by $2.82 billion, primarily due to the acquisition of Flushing totaling $1.54 billion and the reinvestment of proceeds from the loan sales into securities.

Bank owned life insurance increased by $233.6 million to $503.9 million, from $270.3 million driven by the acquisition of Flushing.

As part of the acquisition of Flushing, the Company’s goodwill balance increased to $529.8 million, from $517.5 million and intangibles increased to $90.6 million, from $9.0 million.

Other assets increased by $217.7 million to $367.0 million, from $149.3 million primarily due to revaluation of deferred tax assets as a result of the acquisition of Flushing and increase in market values of derivatives associated with customer interest rate swaps.

Total liabilities increased by $7.96 billion to $20.86 billion, from $12.90 billion primarily due to the acquisition of Flushing, which added $8.16 billion.

Deposits increased by $6.80 billion to $17.76 billion, from $10.96 billion, primarily due to acquired deposits from Flushing totaling $7.44 billion.

Excluding Flushing, the decrease in deposits was primarily attributable to a decrease in government deposits due to seasonality.

Time deposits increased by $1.74 billion to $4.21 billion, from $2.47 billion, representing 23.7% and 22.5% of total deposits, respectively.

Time deposits included an increase in retail time deposits of $1.41 billion and brokered time deposits of $276.0 million.

FHLB advances increased by $335.2 million to $1.73 billion, from $1.40 billion, partly due to Flushing and additional borrowing needs.

Other borrowings increased by $238.0 million to $493.2 million, from $255.2 million driven by the addition of subordinated debt and trust preferred securities from the acquisition of Flushing.

The loan-to-deposit ratio was 91.6%, as compared to 100.6%.

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.

Other liabilities increased by $489.8 million to $699.1 million, from $209.3 million, mostly related to $337.0 million of unsettled security purchases and increases in market values of derivatives associated with customer interest rate swaps .

Capital levels remain strong and in excess of “well-capitalized” regulatory levels at June 30, 2026, including the Company’s common equity tier one capital ratio of 10.72%.

Total stockholders’ equity increased to $2.41 billion, as compared to $1.66 billion, primarily due to the acquisition of Flushing which added $535.6 million to stockholders’ equity.

The current period also included a $225 million strategic investment from affiliates of funds managed by Warburg Pincus, in exchange for approximately 9.6 million shares of common stock, 1.8 million shares of NVCE Stock, and warrants to purchase 11.4 million shares of NVCE Stock.

Additionally, accumulated other comprehensive loss increased by $1.2 million primarily due to decreases in the fair market value of available-for-sale debt securities and derivative hedges, net of tax.

During the six months ended June 30, 2026, the Company repurchased 376,277 shares totaling $7.1 million representing a weighted average cost of $18.70, for repurchases of exercised options and vesting of awards from employees outside of the authorized share repurchase program.

On June 1, 2026 the Company donated 273,973 shares totaling $5.0 million to the OceanFirst Foundation, which was funded through treasury stock.

As of June 30, 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 10.36%, as compared to 11.42% and book value per share decreased to $24.50, as compared to $28.97.

Comparison of Operating Results for the Three and Six Months Ended June 30, 2026 and June 30, 2025

For the three months ended June 30, 2026, net loss was $3.0 million, or $0.04 per diluted share, as compared to net income available to common stockholders of $16.2 million, or $0.28 per diluted share, for the corresponding prior year period.

For the six months ended June 30, 2026, net income available to common stockholders was $17.5 million, or $0.27 per diluted share, as compared to $36.7 million, or $0.63 per diluted share, for the corresponding prior year period.

Net loss/income for the three and six months ended June 30, 2026 included merger-related expenses of $42.8 million and $46.9 million, respectively, a net loss of $347,000 and $701,000 on equity investments, and restructuring release of $71,000 and restructuring charge of $57,000, respectively.

These items decreased net income by $33.6 million and $37.4 million, net of tax.

3 Flushing amounts refer to estimated fair values as of the June 1, 2026 acquisition date, unless otherwise noted.

Net income available to common stockholders for the three and six months ended June 30, 2025 included net gains on equity investments of $488,000 and $693,000, respectively, which increased net income by $373,000 and $529,000, net of tax.

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

Interest Income

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 income for the three and six months ended June 30, 2026 increased to $209.6 million and $377.9 million, respectively, from $154.8 million and $308.5 million.

The average balance of interest-earning assets increased by $3.81 billion and $2.53 billion, driven by $2.50 billion and $1.26 billion of average interest-earning assets acquired from Flushing and increases in commercial loans and securities.

The average yield for interest-earning assets increased to 5.29% and 5.20%, from 5.14% for both prior periods, primarily due to the repricing of assets and new originations, and the addition of loans acquired from Flushing at higher yields.

Interest Expense

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%.

Three months ended June 30, 2026 vs.

June 30, 2025

Interest expense increased to $88.9 million from $67.2 million.

The average balance of interest-bearing liabilities increased by $3.25 billion, driven by liabilities assumed from Flushing, and the remainder attributable to increases in deposits and FHLB advances.

The cost of average interest-bearing liabilities decreased to 2.74% from 2.77%, primarily due to repricing of deposits and, to a lesser extent, FHLB advances, partially offset by the addition of deposits acquired from Flushing at higher rates.

The total cost of deposits was 2.06% for both periods.

Six months ended June 30, 2026 vs.

June 30, 2025

Interest expense increased to $160.7 million from $134.2 million.

The average balance of interest-bearing liabilities increased by $2.23 billion, driven by the acquisition of Flushing, with the remaining increases related to deposits and FHLB advances.

The cost of average interest-bearing liabilities decreased to 2.70% from 2.77%, primarily due to repricing of deposits and FHLB advances, partially offset by the addition of deposits acquired from Flushing at higher rates.

The total cost of deposits decreased four basis points to 2.02% from 2.06%.

Net Interest Income and Margin

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.

Net interest income for the three and six months ended June 30, 2026 increased to $120.7 million and $217.2 million, respectively, from $87.6 million and $174.3 million, reflecting the net impact of the interest rate environment and the acquisition of Flushing.

Net interest margin increased to 3.05% and 2.99%, from 2.91% for both prior periods.

Provision for Credit Losses

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.

Provision for credit losses for the three and six months ended June 30, 2026 was $4.0 million and $6.7 million, respectively, as compared to $3.0 million and $8.4 million.

The current quarter provision was primarily driven by a reserve build of $2.5 million and replenishment of net charge-offs of $1.5 million.

Net loan charge-offs were $1.5 million and $2.2 million for the three and six months ended June 30, 2026, as compared to $2.2 million and $2.9 million for the corresponding prior year periods.

Net loan charge-offs to average total loans were 0.05% and 0.04% for the three and six months ended June 30, 2026, as compared to 0.09% and 0.06% for the corresponding prior year periods.

Non-interest Income

Three months ended June 30, 2026 vs.

June 30, 2025

Other income decreased to $10.6 million, as compared to $11.7 million.

Other income was adversely impacted by net losses on equity investments of $347,000 in the current quarter.

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.

For the prior year period, other income was favorably impacted by net gains on equity investments of $488,000 and $1.4 million of other income from Flushing acquisition.

Furthermore, there was also a decrease in fees and service charges of $1.8 million and a decrease in net gain on sale of loans of $1.2 million due to the discontinuation of residential loan originations, including the disposition of the title business at the beginning of the fourth quarter last year.

In addition, the prior period included non-recurring other income of $1.1 million.

This was partly offset by increases in net gain on other real estate operations of $1.5 million and commercial loan swap income of $1.4 million.

Six months ended June 30, 2026 vs.

June 30, 2025

Other income decreased to $17.3 million, as compared to $23.0 million.

Other income was adversely impacted by net losses on equity investments of $701,000 in the current period.

For the prior year period, other income was favorably impacted by net gains on equity investments of $693,000 and $1.4 million of other income from Flushing acquisition.

Furthermore, there was a decrease in fees and service charges of $3.6 million and a decrease in a net gain on sale of loans of $2.1 million due to the same drivers as noted above.

In addition, the prior period included non-recurring other income of $1.9 million.

This was partly offset by increases in net gain on other real estate operations of $1.3 million and commercial loan swap income of $1.1 million.

Non-interest Expense

Three months ended June 30, 2026 vs.

June 30, 2025

Operating expenses increased to $129.9 million, as compared to $71.5 million.

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.

Operating expenses in the current quarter were adversely impacted by merger-related expenses of $42.8 million.

The remaining increase of $15.7 million was primarily due to $14.8 million of operating expenses recognized in June from the acquisition of Flushing.

The further remaining increase in operating expenses of $877,000 was driven by an increase in compensation and benefits of $2.5 million, mostly due to commercial banking hires adjusted for annual inflationary increases, partly offset by the impact of the residential outsourcing initiative.

Additional drivers were decreases in professional fees of $1.3 million, mostly due to recruitment fees for the Company’s commercial banking hires in the prior year.

Six months ended June 30, 2026 vs.

June 30, 2025

Operating expenses increased to $203.3 million, as compared to $135.8 million.

Operating expenses in the current period were adversely impacted by merger-related expenses of $46.9 million.

The remaining increase of $20.5 million was primarily due to the acquisition of Flushing, as noted above.

The further remaining increase of $5.7 million was driven by an increase in compensation and benefits of $5.3 million, mostly due to commercial banking hires adjusted for annual inflationary increases, partly offset by the impact of the residential outsourcing initiative.

Income Tax Expense

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%.

The provision for income taxes was $496,000 and $7.0 million for the three and six months ended June 30, 2026, as compared to $5.8 million and $12.6 million for the same prior year periods.

The effective tax rate was (19.6)% and 28.7% for the three and six months ended June 30, 2026, as compared to 23.2% and 23.7% for the same prior year period.

The effective tax rate for the three and six months ended June 30, 2026 was adversely impacted by non-deductible merger related expenses, which were offset by a one-time revaluation of deferred taxes as a result of the Flushing acquisition.

Excluding the impact of these adjustments, the effective tax rate would have been 28.1% and increased as a result of the new tax profile due to the acquisition of Flushing.

Liquidity and Capital Resources

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

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

As of June 30, 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 March 31, 2026, total on-balance sheet liquidity and funding capacity was $3.9 billion.

As of June 30, 2026, total on-balance sheet liquidity and funding capacity was $8.4 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 March 31, 2026, the Bank reported $6.82 billion of estimated uninsured deposits in its Call Report.

At June 30, 2026, the Bank reported $9.31 billion of estimated uninsured deposits in its Call Report.

This total included $3.69 billion of collateralized government deposits and $2.24 billion of intercompany deposits of fully consolidated subsidiaries, leaving estimated adjusted uninsured deposits of $3.38 billion, or 18.8% 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 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.

For the six months ended June 30, 2026, the Parent Company received $28.0 million dividend payments from the Bank.

At June 30, 2026, the Parent Company held $99.8 million in cash and cash equivalents.

Concurrent with the merger, the Company completed a $225 million equity raise from affiliates of funds managed by Warburg Pincus.

These funds, net of expenses, were used to consummate the merger and invest in highly-liquid, investment grade securities.

Upon completion of the acquisition, the Company subsequently sold $1.31 billion of acquired multifamily loans at a price of 92.25% and re-invested the $1.20 billion of net proceeds into highly-liquid, investment grade securities.

The repositioning reduced commercial real estate concentration to 381% 1 , while increasing liquidity as indicated by on-hand liquidity 2 increasing to 11.5% of assets at June 30, 2026, from 5.3% at December 31, 2025.

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 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 $1.18 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.

As of June 30, 2026, the Bank pledged $11.84 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 Bank also pledged $1.87 billion of securities to secure borrowings, enhance borrowing capacity, collateralize its repurchase agreements, and for other purposes required by law.

The Company had $1.73 billion of FHLB advances, including $1.09 billion of outstanding FHLB term advances and $647.0 million of overnight borrowings as of June 30, 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 six months ended June 30, 2026 were primarily satisfied by proceeds from sale of loans, the net proceeds from equity raise, FHLB advances, and primarily utilized for securities 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 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.

At June 30, 2026, outstanding commitments to originate loans totaled $409.4 million and outstanding undrawn lines of credit totaled $2.18 billion, of which $1.94 billion were commitments to commercial and commercial construction borrowers and $241.9 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.

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

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.

At June 30, 2026, the Company also had various contractual obligations, which included debt obligations of $2.29 billion, including finance lease obligations of $1.0 million, and an additional $71.1 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 $2.35 billion at March 31, 2026.

Time deposits scheduled to mature in one year or less totaled $4.01 billion at June 30, 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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The repurchased shares are held as treasury stock for general corporate purposes.

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.

For the three and six months ended June 30, 2026, the Company repurchased 198,827 and 376,277 shares of its common stock, totaling $3.7 million and $7.1 million, which represented shares in connection with the exercise of options and vesting of awards from employees to satisfy tax withholding obligations outside of the authorized share repurchase program.

At June 30, 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 six months ended June 30, 2026 were $23.0 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.

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.

As of June 30, 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.

The following represents capital actions taken in conjunction with the Company’s acquisition of Flushing.

On June 1, 2026, the Company raised $225 million in equity from affiliates of funds managed by Warburg Pincus, in exchange for approximately 9.6 million shares of common stock, 1.8 million shares of NVCE Stock, and warrants to purchase 11.4 million shares of NVCE Stock.

Additionally, the Company donated 273,973 shares totaling $5.0 million to the OceanFirst Foundation, which was funded through treasury stock.

Regulatory Capital Requirements

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):

As of June 30, 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 March 31, 2026 Amount Ratio Amount Ratio Amount Ratio

As of June 30, 2026 Amount Ratio Amount Ratio Amount Ratio

Tier 1 capital (to average assets) $ 1,792,854 10.76 % $ 666,777 4.00 % N/A N/A

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2,082,101 12.90 1,129,446 7.00 (1)

1,048,771 6.50

Tier 1 capital (to risk-weighted assets) 2,082,101 12.90 1,371,470 8.50 (1)

1,290,796 8.00

Total capital (to risk-weighted assets) 2,235,596 13.86 1,694,169 10.50 (1)

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

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.

At June 30, 2026 and December 31, 2025, the Company and the Bank satisfied the criteria to be “well-capitalized” under the Prompt Corrective Action regulations.

At June 30, 2026 and December 31, 2025, the Company maintained a stockholders’ equity to total assets ratio of 10.36% and 11.42%, respectively.

Lending Activities

Loan Portfolio Composition .

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”.

At June 30, 2026, the Company had total loans outstanding of $16.28 billion, of which $9.13 billion, or 56.1% 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 $1.80 billion were commercial and industrial - real estate, or 11.1% of total loans;

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and $196.9 million of other consumer loans, primarily home equity loans and lines of credit, or 1.2% of total loans.

Commercial Real Estate - Investor Owne d .

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.

On June 1, 2026 the Company acquired Flushing, which added $6.19 billion to total loans at acquisition, and subsequently sold $1.31 billion of multifamily loans obtained through the merger.

Commercial Real Estate - Investor Owned .

At June 30, 2026, the Bank’s total investor owned commercial real estate loans outstanding were $9.13 billion, or 56.1% 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 March 31, 2026:

As of March 31, 2026

The acquired loans from Flushing were re-risked at the date of acquisition based on the Company’s credit standards, which has increased the loans classified as special mention and substandard for a period of time until these loans are integrated and conform to the Company’s credit standards.

The following table presents the Company ’s commercial real estate - investor owned loans by industry as of June 30, 2026:

As of June 30, 2026

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

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Total Office 1,295,913 15 54 1.7

1,040,334 21 55 1.7

Retail 1,915,399 23 57 1.9

Multi-family (4)

1,506,096 18 59 1.5

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Construction 663,930

Total CRE investor owned

(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.

Total CRE - investor

(1) Represents the weighted average of loan balances as of June 30, 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) 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.

(3) 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 March 31, 2026:

As of March 31, 2026

The following table presents total commercial real estate - investor owned loans by geography (generally based on location of collateral) as of June 30, 2026:

As of June 30, 2026

(dollars in thousands) Amount Percent of Total

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New Jersey 1,309,030 15

Massachusetts 184,214 4

Maryland and District of Columbia 224,061 3

Massachusetts 196,968 2

Other 547,257 7

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Construction 663,930

Total CRE investor owned $ 5,478,832

Total CRE - investor $ 9,125,313

Asset quality .

The following table sets forth information regarding the Company’s non-performing assets, consisting of non-performing loans and other real estate acquired through foreclosure.

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.

March 31, December 31,

The following table sets forth information regarding the Company’s non-performing assets, consisting of non-performing loans, investments, and other real estate acquired through foreclosure.

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

June 30, December 31,

(dollars in thousands)

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Other real estate owned 13,453 10,266

Non-performing investment (3)

Total non-performing assets $ 142,423 $ 38,057

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Allowance for loan credit losses as a percent of total non-performing loans 193.75 301.27

248.60 301.27

Non-performing loans as a percent of total loans receivable 0.67 0.25

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(1) Excludes loans held-for-sale.

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

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

(3) 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 $3.8 million and $4.0 million at March 31, 2026 and December 31, 2025, respectively.

(2) June 30, 2026 included loans acquired from the Flushing acquisition.

Non-performing, delinquent 30 to 89 days, and PCD loans included $53.8 million, $18.2 million, and $750.4 million, respectively, of acquired loans from Flushing.

(3) Non-performing investment acquired from Flushing.

Overall asset quality metrics remained stable.

Non-performing loans increased to $108.2 million, from $27.8 million, primarily due to $53.8 million of non-performing loans acquired from Flushing and one commercial relationship of $20.6 million.

The Company’s non-performing loans represented 0.67% and 0.25% of total loans, respectively.

The allowance for loan credit losses as a percentage of total non-performing loans was 193.75%, as compared to 301.27%.

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

The level of 30 to 89 days delinquent loans decreased to $47.1 million, from $47.8 million, primarily due to the one commercial relationship noted above, partially offset by $18.2 million of 30 to 89 days delinquent loans acquired from Flushing.

The Company identified $750.4 million of PCD loans from the Flushing acquisition which consisted of both criticized and classified loans and a significant portion of loans with any New York City rent-regulated exposure.

The Company’s other real estate owned increased to $13.5 million from $10.3 million.

The Company’s allowance for loan credit losses to total loans was 1.29%, as compared to 0.76%.

The Company classifies loans (other than loans held-for-sale) and other real estate owned in accordance with regulatory guidelines.

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

March 31, December 31,

The increase in the allowance for credit losses was largely driven by incremental allowance for loan credit losses of $121 million added for the Flushing portfolio.

The Company classifies loans (other than loans held-for-sale), investments, and other real estate owned in accordance with regulatory guidelines.

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

June 30, December 31,

Special Mention $ 136,705 $ 18,161

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Total $ 541,537 $ 122,142

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.

Special mention and substandard loans (other than loans held-for-sale), investment, and other real estate owned increased by $419.4 million to $541.5 million at June 30, 2026 from $122.1 million at December 31, 2025.

The increase was primarily due to $293.2 million of loans and a $20.7 million investment acquired from Flushing, which were re-risked at the date of acquisition based on the Company’s credit standards.

The remaining increase was driven by three accruing commercial relationships totaling $106.3 million.

Critical Accounting Policies and Estimates

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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.

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 June 30, 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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Currently this ASU does not have an impact on the consolidated financial statements.

In May 2026, FASB issued ASU 2026‑02, “Environmental Credits and Environmental Credit Obligations (Topic 818)”.

The amendments in this ASU establish a framework for the recognition, measurement, presentation, and disclosure of environmental credits and related compliance obligations.

The ASU requires entities to recognize environmental credits as assets when certain criteria are met and introduces measurement requirements based on the intended use of the credits, as well as guidance for recognizing and measuring environmental credit obligations.

The ASU also requires enhanced disclosures regarding the nature, use, and financial statement impacts of environmental credits and related obligations.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years.

Earl,y adoption is permitted.

The Company is currently evaluating the impact of the standard for Topic 818 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 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.

In addition to historical information, this quarterly report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the transaction between OceanFirst and Flushing and the investment by affiliates of funds managed by Warburg Pincus in equity securities of OceanFirst.

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.

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

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

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

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

Factors that 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, trade restrictions and retaliatory measures impacting our borrowers and the broader economy, the effects of a potential future federal government shutdown, debt ceiling impasses or fiscal uncertainty, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S.

Government, including policies of the U.S.

Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, the availability of low-cost funding, changes in liquidity, including the size and composition of the Company’s deposit portfolio and the percentage of uninsured deposits in the portfolio, changes in capital management and balance sheet strategies and the ability to successfully implement such strategies, competition, demand for financial services in the Company’s market area, our ability to enter into new markets and capitalize on growth opportunities, the adequacy of and changes in the economic assumptions and methodology for computing the allowance for credit losses, availability of capital, competition, 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.

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, risks associated with cybersecurity threats, data breaches, ransomware attacks, or other failures in the Company’s operational or security systems and infrastructure, including the risks arising from the Company’s dependence on third-party service providers and vendors, the failure to maintain current technologies and the operational risks associated with the adoption of artificial intelligence and other emerging 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.

You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of OceanFirst’s Annual Report on Form 10-K for the year ended December 31, 2025, and other documents filed by OceanFirst from time to time with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that 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