What changed in this filing

/stocks — the workspaceLOADING

Item 4. Controls and Procedures

2026-08-07 compared with 2026-05-01 · 401 added, 158 removed, 858 unchanged (39% of the section changed)

5 unchanged sentences

(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.

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

SEC guidance permits that an assessment of internal controls over financial reporting of a recently acquired business may be excluded from management’s evaluation of disclosure controls and procedures for up to a year from the date of acquisition, and management has excluded Flushing from its reporting on internal control over financial reporting for the quarter ended June 30, 2026.

Management will continue to evaluate the effectiveness of internal controls over financial reporting as it completes the integration of Flushing with the Company and will make changes to the internal control framework, as necessary.

OceanFirst Financial Corp.

1 unchanged sentence

(dollars in thousands, except per share amounts)

March 31, December 31,

June 30, December 31,

Cash and due from banks $ 274,057 $ 135,130

Debt securities available-for-sale, at estimated fair value 2,067,668 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)

Debt securities held-to-maturity, net of allowance for securities credit losses of $ 663 at June 30, 2026 and $ 811 at December 31, 2025 (estimated fair value of $ 2,803,466 at June 30, 2026 and $ 825,790 at December 31, 2025)

2,862,196 881,568

1 unchanged sentence

Restricted equity investments, at cost 180,711 129,329

Loans receivable, net of allowance for loan credit losses of $ 86,110 at March 31, 2026 and $ 83,726 at December 31, 2025

Loans receivable, net of allowance for loan credit losses of $ 209,716 at June 30, 2026 and $ 83,726 at December 31, 2025

16,086,532 10,970,666

18 unchanged sentences

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

Preferred stock, $ 0.01 par value, $ 1,000 liquidation preference, 5,000,000 shares authorized, no shares issued at June 30, 2026 and December 31, 2025, respectively

Common stock, $ 0.01 par value, 150,000,000 shares authorized, 102,258,357 and 62,942,427 shares issued at June 30, 2026 and December 31, 2025, respectively;

and 96,604,195 and 57,390,569 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Non-voting common-equivalent stock, $ 0.00001 par value, 13,500,000 shares authorized, 1,812,000 shares issued at June 30, 2026 and no shares issued at December 31, 2025

Additional paid-in capital 1,843,530 1,118,331

3 unchanged sentences

( 681 ) ( 1,301 )

Treasury stock, 5,729,308 and 5,551,858 shares at March 31, 2026 and December 31, 2025, respectively

Treasury stock, 5,654,162 and 5,551,858 shares at June 30, 2026 and December 31, 2025, respectively

( 116,979 ) ( 115,562 )

5 unchanged sentences

(in thousands, except per share amounts)

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

(Unaudited) (Unaudited)

Interest income:

14 unchanged sentences

Fees and service charges 3,389 4,969 6,202 9,681

Net (loss) gain on sales of loans ( 28 ) 858

Net gain on sales of loans 38 1,177 10 2,035

Net (loss) gain on equity investments ( 347 ) 488 ( 701 ) 693

Net loss from other real estate operations ( 164 ) ( 16 )

Net gain (loss) from other real estate operations 1,203 ( 260 ) 1,039 ( 276 )

Income from bank owned life insurance 2,471 1,786 4,345 3,638

13 unchanged sentences

Merger related expenses 42,765 — 46,915 —

Restructuring charges 128 —

Restructuring (release) charges ( 71 ) — 57 —

Other operating expenses 7,752 7,264 14,242 13,127

Total operating expenses 129,859 71,474 203,262 135,768

Income before provision for income taxes 27,054 28,271

(Loss) Income before provision for income taxes ( 2,533 ) 24,856 24,521 53,127

Provision for income taxes 496 5,771 7,044 12,579

Net income 20,506 21,463

Net loss attributable to non-controlling interest — ( 46 )

Net income attributable to OceanFirst Financial Corp.

Net (loss) income ( 3,029 ) 19,085 17,477 40,548

Net income (loss) attributable to non-controlling interest — 39 — ( 7 )

Net (loss) income attributable to OceanFirst Financial Corp.

( 3,029 ) 19,046 17,477 40,555

Dividends on preferred shares — 1,004 — 2,008

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

Loss on redemption of preferred stock — 1,842 — 1,842

Net (loss) income available to common stockholders $ ( 3,029 ) $ 16,200 $ 17,477 $ 36,705

Basic (loss) earnings per share $ ( 0.04 ) $ 0.28 $ 0.27 $ 0.63

Diluted (loss) earnings per share $ ( 0.04 ) $ 0.28 $ 0.27 $ 0.63

Average basic shares outstanding 70,239 57,738 63,630 57,889

4 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

Net income $ 20,506 $ 21,463

For the Three Months Ended June 30, For the Six Months Ended June 30,

2026 2025 2026 2025

(Unaudited) (Unaudited)

Net (loss) income $ ( 3,029 ) $ 19,085 $ 17,477 $ 40,548

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)

Net unrealized gain (loss) on debt securities (net of tax expense of $ 484 and tax benefit of $ 304 in 2026 and tax expense of $ 542 and $ 1,330 in 2025, respectively)

1,724 1,693 ( 748 ) 4,166

Accretion of unrealized loss on debt securities reclassified to HTM (net of tax expense of $ 40 in 2026 and $ 44 in 2025)

Reclassification adjustment for losses included in net income (net of tax expense of $ 20 in 2025)

Total other comprehensive (loss) income, net of tax ( 2,414 ) 2,601

Total comprehensive income 18,092 24,064

comprehensive loss attributable to non-controlling interest — ( 46 )

Comprehensive income attributable to OceanFirst Financial Corp.

Accretion of unrealized loss on debt securities reclassified to HTM (net of tax expense of $ 37 and $ 77 in 2026 and $ 74 and $ 118 in 2025, respectively)

54 109 112 173

Unrealized loss on cash flow derivative hedges (net of tax benefit of $ 237 for both periods in 2026 and $ 31 and $ 30 in 2025, respectively)

( 581 ) ( 93 ) ( 581 ) ( 93 )

Reclassification adjustment for losses included in net income (net of tax expense of $ 35 and $ 55 in 2025, respectively)

Total other comprehensive income (loss), net of tax 1,197 1,815 ( 1,217 ) 4,416

Total comprehensive (loss) income ( 1,832 ) 20,900 16,260 44,964

comprehensive income (loss) attributable to non-controlling interest — 39 — ( 7 )

Comprehensive (loss) income attributable to OceanFirst Financial Corp.

( 1,832 ) 20,861 16,260 44,971

dividends on preferred shares — 1,004 — 2,008

Total comprehensive income available to common stockholders $ 18,092 $ 23,106

loss on redemption of preferred stock — 1,842 — 1,842

Total comprehensive (loss) income available to common stockholders $ ( 1,832 ) $ 18,015 $ 16,260 $ 41,121

See accompanying Notes to Unaudited Consolidated Financial Statements.

2 unchanged sentences

(dollars in thousands, except per share amounts)

For the Three Months Ended March 31, 2026 and 2025

Stock Additional

For the Three Months Ended June 30, 2026 and 2025

Stock Non-Voting Common-Equivalent Stock Additional

Capital Retained

4 unchanged sentences

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

Balance at March 31, 2025 $ 1 $ 625 $ — $ 1,170,179 $ 650,546 $ ( 13,252 ) $ ( 2,232 ) $ ( 97,545 ) $ 795 $ 1,709,117

Net income — — — — 19,046 — — — 39 19,085

Other comprehensive income, net of tax — — — — — 1,815 — — — 1,815

8 unchanged sentences

Preferred stock dividend — — — — ( 1,004 ) — — — — ( 1,004 )

Distributions to non-controlling interest — — — — — — — ( 266 ) ( 266 )

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

Balance at June 30, 2025 $ — $ 625 $ — $ 1,115,441 $ 655,095 $ ( 11,437 ) $ ( 1,922 ) $ ( 114,956 ) $ 834 $ 1,643,680

Balance at March 31, 2026 $ — $ 629 $ — $ 1,121,646 $ 671,657 $ ( 4,573 ) $ ( 991 ) $ ( 119,000 ) $ — $ 1,669,368

Net loss — — — — ( 3,029 ) — — — — ( 3,029 )

Other comprehensive income, net of tax — — — — — 1,197 — — — 1,197

Stock compensation — — — 2,918 — — — — — 2,918

Allocation of ESOP stock

— — — ( 3 ) — — 310 — — 307

Cash dividend - $ 0.20 per share

— — — — ( 11,507 ) — — — — ( 11,507 )

Repurchase of 198,827 shares of common stock

— — — 65 — — — ( 3,670 ) — ( 3,605 )

Issuance of common stock for merger with Flushing

— 293 — 535,295 — — — — — 535,588

Net proceeds from capital raise — 95 30,448 184,300 — — — — — 214,843

Shares issued to OceanFirst foundation — — — ( 691 ) — — — 5,691 — 5,000

Balance at June 30, 2026 $ — $ 1,017 $ 30,448 $ 1,843,530 $ 657,121 $ ( 3,376 ) $ ( 681 ) $ ( 116,979 ) $ — $ 2,411,080

OceanFirst Financial Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(dollars in thousands, except per share amounts)

For the Six Months Ended June 30, 2026 and 2025

Stock Non-Voting Common-Equivalent Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

(Loss) Income Employee

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 — — — — 40,555 — — — ( 7 ) 40,548

Other comprehensive loss, net of tax — — — — ( 2,414 ) — — — ( 2,414 )

Other comprehensive income, net of tax — — — — — 4,416 — — — 4,416

Stock compensation — 12 — 2,534 — — — — — 2,546

Allocation of ESOP stock — — — ( 54 ) — — 620 — — 566

Cash dividend - $ 0.40 per share

— — — — ( 23,337 ) — — — — ( 23,337 )

Exercise of stock options — — — 136 — — — — — 136

Repurchase 1,401,945 shares of common stock

— — — 31 — — — ( 24,339 ) — ( 24,308 )

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

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

Distributions to non-controlling interest — — — — — — — — ( 266 ) ( 266 )

Balance at June 30, 2025 $ — $ 625 $ — $ 1,115,441 $ 655,095 $ ( 11,437 ) $ ( 1,922 ) $ ( 114,956 ) $ 834 $ 1,643,680

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

Net income — — — — 17,477 — — — — 17,477

Other comprehensive loss, net of tax — — — — — ( 1,217 ) — — — ( 1,217 )

Stock compensation — 3 — 3,868 — — — — — 3,871

Allocation of ESOP stock — — — ( 9 ) — — 620 — — 611

Cash dividend - $ 0.40 per share

1 unchanged sentence

Exercise of stock options — 1 — 2,322 — — — — — 2,323

Repurchase of 177,450 shares of common stock

Repurchase 376,277 shares of common stock

— — — 114 — — — ( 7,108 ) — ( 6,994 )

Balance at March 31, 2026 $ — $ 629 $ 1,121,646 $ 671,657 $ ( 4,573 ) $ ( 991 ) $ ( 119,000 ) $ — $ 1,669,368

Issuance of common stock for merger with Flushing

— 293 — 535,295 — — — — — 535,588

Net proceeds from capital raise — 95 30,448 184,300 — — — — — 214,843

Shares issued to OceanFirst foundation — — — ( 691 ) — — — 5,691 — 5,000

Balance at June 30, 2026 $ — $ 1,017 $ 30,448 $ 1,843,530 $ 657,121 $ ( 3,376 ) $ ( 681 ) $ ( 116,979 ) $ — $ 2,411,080

See accompanying Notes to Unaudited Consolidated Financial Statements.

2 unchanged sentences

(dollars in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from operating activities:

13 unchanged sentences

Net (gain) loss on sale of OREO and fixed assets

Net loss on sales of AFS securities

Net loss (gain) on equity investments 701 ( 693 )

Net loss (gain) on sales of loans 28 ( 858 )

Net gain on sales of loans ( 10 ) ( 2,035 )

Proceeds from sales of residential loans held for sale 2,714 249,458

Residential loans originated for sale 3,064 ( 93,478 )

Net residential loans originated for sale 3,064 ( 241,956 )

Net write (up) down of OREO

( 1,256 ) 194

Increase in cash surrender value of bank owned life insurance ( 4,394 ) ( 3,638 )

(Increase) decrease in interest and dividends receivable ( 578 ) 1,071

Deferred tax benefit provision ( 2 ) ( 101 )

Decrease in interest and dividends receivable 1,230 1,882

Shares issued to OceanFirst Foundation 5,000 —

Deferred tax provision (benefit) 1,170 ( 39 )

Decrease in other assets 44,213 33,053

3 unchanged sentences

Cash flows from investing activities:

Net (increase) decrease in loans receivable ( 89,706 ) 13,723

Net increase in loans receivable ( 132,004 ) ( 56,273 )

Proceeds from sale of loans 1,201,786 —

Proceeds from sales of non-performing loans 2,037 6,361

2 unchanged sentences

( 326,796 ) ( 51,661 )

Purchase of debt securities HTM

( 979,556 ) —

Purchase of equity investments ( 3,481 ) ( 3,220 )

1 unchanged sentence

Proceeds from maturities and calls of debt securities HTM

17,860 27,004

Proceeds from sales of debt securities available-for-sale 157,792 5,444

Proceeds from calls and sales of equity investments 32,486 —

9 unchanged sentences

Purchases of premises and equipment ( 4,530 ) ( 3,249 )

Net cash (used in) provided by investing activities ( 1,590 ) 123,612

Cash received, net of cash consideration paid for acquisition 305,707 —

Net cash provided by investing activities 417,038 99,932

OceanFirst Financial Corp.

1 unchanged sentence

(dollars in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from financing activities:

Increase in deposits $ 191,511 $ 110,683

(Decrease) increase in deposits $ ( 646,907 ) $ 166,102

Increase in short-term borrowings 6,865 885

5 unchanged sentences

Purchase of treasury stock ( 6,994 ) ( 24,308 )

Net proceeds from capital raise 214,843 —

Dividends paid ( 22,972 ) ( 25,345 )

Redemption of preferred stock — ( 57,370 )

Distributions to non-controlling interest — ( 266 )

16 unchanged sentences

Net loan charge-offs 2,215 2,854

Shares issued to OceanFirst foundation 5,000 —

Transfer of loans receivable to OREO

Transfer of loans receivable to loans held-for-sale 2,037 6,361

Non-cash assets acquired:

Securities $ 1,560,476 $ —

Loans 4,991,257 —

Loans held for sale 1,201,786 —

Other assets 539,570 —

Goodwill and other intangible assets, net 97,356 —

Total non-cash assets acquired $ 8,390,445 $ —

Liabilities assumed:

Deposits $ 7,443,951 $ —

Borrowings 400,135 —

Other liabilities 316,478 —

Total liabilities assumed $ 8,160,564 $ —

See accompanying Notes to Unaudited Consolidated Financial Statements.

5 unchanged sentences

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

and Spring Garden Capital Group, LLC (and its subsidiaries).

Spring Garden Capital Group, LLC (and its subsidiaries), FSB Properties Inc., Flushing Service Corporation, and Flushing Remsen Units, Inc.

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.

1 unchanged sentence

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.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results of operations that may be expected for the full year 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.

4 unchanged sentences

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.

The Company operates throughout New Jersey, New York, Long Island, and 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.

5 unchanged sentences

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements

Business Combination

Flushing Acquisition

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 warrants are accounted as equity-classified instruments.

The acquisition was accounted for under the acquisition method of accounting, with the Company as the accounting acquirer.

Under this method of accounting, the purchase price has been allocated to the respective assets acquired and liabilities assumed based upon their estimated fair values, net of tax.

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

After purchase accounting adjustments, the merger added $ 8.69 billion to total assets, including $ 6.19 billion to loans and loans held for sale, and $ 7.44 billion to deposits.

Total consideration paid for Flushing was $ 538.4 million, including cash consideration of $ 2.8 million.

The application of the acquisition method of accounting resulted in goodwill of $ 12.4 million.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements

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

At June 1, 2026

Flushing Book Value Purchase Accounting

Adjustments Estimated Fair Value

Total Purchase Price:

Assets acquired:

Cash and cash equivalents $ 308,470 $ — $ 308,470

Securities 1,560,808 ( 332 ) 1,560,476

Loans receivable, net of allowance for loans credit losses 5,221,067 ( 229,810 ) 4,991,257

Loans held-for-sale 1,309,849 ( 108,063 ) 1,201,786

Core deposit intangible 647 84,353 85,000

Other assets 457,057 82,513 539,570

Total assets acquired 8,857,898 ( 171,339 ) 8,686,559

Liabilities assumed:

Deposits 7,436,454 7,497 7,443,951

FHLB advances and other borrowings 406,241 ( 6,106 ) 400,135

Other liabilities 316,879 ( 401 ) 316,478

Total liabilities assumed 8,159,574 990 8,160,564

Net assets acquired $ 698,324 $ ( 172,329 ) $ 525,995

Goodwill recorded in the merger $ 12,356

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

As the Company finalizes its review of the acquired assets and liabilities, certain adjustments to the recorded carrying values may be required.

Fair Value Measurement of Assets Assumed and Liabilities Assumed

The methods used to determine the fair value of the assets acquired and liabilities assumed in the Flushing acquisition were as follows.

Refer to Note 8, Fair Value Measurements, for a discussion of the fair value hierarchy.

The estimated fair values of the securities were generally calculated utilizing Level 1 and Level 2 inputs using quoted market prices, observable market data or subsequent sale prices as this was determined to be the best indicator of fair value.

The securities acquired are generally traded in active markets.

Prices for these instruments were obtained through security industry sources actively participating in these markets or using other observable inputs.

Certain municipal securities are fair valued using a discounted cash flow methodology and therefore, classified as Level 3.

Loans and loans held-for-sale

The Company evaluated whether acquired loans have experienced more-than-insignificant deteriorations in credit quality since origination, using a combination of qualitative and quantitative factors.

Loans meeting this criteria were classified as purchased credit deteriorated (“PCD”) loans.

In accordance with the adoption of ASU 2025-08, all loans acquired that are not identified as PCD loans are classified as purchased seasoned loans (“PSL”), with the exception of credit cards.

For both PSL and PCD loans, the Company recorded an initial allowance through an adjustment to acquired loan balances and a related purchase accounting mark under the gross up approach.

The acquired loan portfolio held for investment was valued utilizing Level 3 inputs and included the use of present value techniques employing cash flow estimates and incorporated assumptions that marketplace participants would use in estimating fair values.

The acquired loans were grouped into pools based on similar characteristics such as loan type, interest rate type, payment type, risk rating and performance status.

Specifically, the Company utilized two separate fair value analyses which a market participant would employ in estimating the total fair value adjustment:

1) interest rate loan fair value analysis and 2) credit fair value adjustment.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements

The credit fair value adjustment was calculated using expected credit losses derived from probability of default and loss given default assumptions over the estimated life of the loans.

The analysis also incorporated market participant assumptions regarding economic conditions and other qualitative factors.

These inputs were obtained from various external data sources and reviewed by management for reasonableness.

A discounted cash flow approach was utilized to calculate the credit fair value adjustment.

For the interest rate fair value analysis, market rate spreads and prepayment assumptions were developed for each loan pool using data obtained from various external sources and were reviewed by management for reasonableness.

A discounted cash flow approach was utilized to calculate the interest rate fair value adjustment.

The non-credit discount on the acquired loans will be recognized over the life of the loans on a level yield basis as an adjustment to yield.

The following table presents the PCD and PSL activity on loans held for investment (in thousands):

Par value of loans at acquisition $ 4,416,746 $ 812,205

Initial allowance for credit losses on acquired loans ( 60,881 ) ( 60,450 )

Non-credit discount on acquired loans ( 60,897 ) ( 55,466 )

Fair value of acquired loans $ 4,294,968 $ 696,289

Upon completion of the acquisition, the Company sold $ 1.31 billion of multifamily loans that were classified as loans held-for-sale, with servicing released.

The held-for-sale loans were valued based on the executed sales price, net of estimated costs to sell, from an observable transaction completed shortly after the acquisition date, as this was determined to be the best indicator of fair value.

Management determined that no significant changes in market conditions or loan characteristics occurred between the acquisition date and the sale date.

Flushing operated 31 properties that were subject to separate lease agreements, in addition to owned properties.

The fair value of acquired leases was determined using a discounted cash flow methodology based on the present value of the difference between contractual rents and estimated market rents for comparable properties over the remaining lease terms.

Deposits and Core Deposit Premium

Core deposit premium represents the value assigned to certain non-interest-bearing demand deposits, interest-bearing checking, money market and savings accounts acquired as part of the acquisition.

The core deposit premium value represents the future economic benefit, including the present value of future tax benefits, of the potential cost saving from acquiring the core deposits as part of an acquisition compared to the cost of alternative funding sources and is valued utilizing Level 3 inputs.

The core deposit premium totaled $ 85.0 million for the acquisition of Flushing, and is being amortized over its estimated useful life of approximately 7 years using a sum of the years’ digits method.

Time deposits are not considered to be core deposits as they are assumed to have a low expected average life upon acquisition.

The fair value of time deposits represents the present value of the expected contractual payments discounted by market rates for similar time deposits and is valued utilizing Level 2 inputs.

The fair value of the acquired subordinated debt is valued using observable market prices and trading data for this instrument.

Accordingly, the valuation utilized Level 2 inputs.

The fair value for the junior subordinated debt, or trust preferred securities, was determined using a discounted cash flow methodology.

Contractual cash flows were discounted using market rates for similar debt instruments adjusted for differences in credit risk, liquidity, and time to maturity.

Accordingly, the valuation utilized Level 3 inputs.

Supplemental Pro Forma Financial Information

The following table presents financial information regarding the former Flushing operations included in the Consolidated Statements of Income from the date of the acquisition (June 1, 2026) through June 30, 2026.

In addition, the table provides unaudited condensed pro forma financial information assuming the Merger had been completed as of January 1, 2025 for the six months ended June 30, 2025.

The table below has been prepared for comparative purposes only and is not necessarily

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements

indicative of the actual results that would have been attained had the acquisition occurred as of the beginning of the periods presented, nor is it indicative of future results.

The unaudited pro forma information does not reflect management’s estimates of any revenue-enhancing opportunities or anticipated cost savings that may be realized as a result of the integration and consolidation of Flushing’s operations.

The pro forma information presented gives effect to estimated purchase accounting fair value adjustments, merger-related expenses of $ 46.9 million (which had an estimated tax-adjusted earnings per share impact of $ 0.37 ) assumed to have been incurred in 2025 and therefore excluded from 2026 results, the removal of Flushing’s 2025 goodwill impairment charge, and related income tax effects, including the application of the combined entity’s effective tax rate.

Average diluted shares outstanding include shares issued in connection with the Flushing acquisition, as well as common stock and NVCE Stock issued to Warburg Pincus.

(in thousands) Flushing Actual from June 1, 2026 to June 30, 2026 Pro Forma For the Six Months Ended June 30, 2026 Pro Forma For the Six Months Ended June 30, 2025

Net interest income $ 19,068 $ 316,979 $ 287,326

Credit loss expense ( 109 ) 8,751 16,891

Non-interest income 1,350 22,810 38,337

Non-interest expense 14,813 257,942 275,657

Income before income taxes 5,714 73,096 33,115

Provision for income taxes 1,607 20,467 9,272

Net income $ 4,107 $ 52,629 $ 23,843

Net income available to common stockholders $ 4,107 $ 52,629 $ 20,000

Average diluted shares outstanding 97,712 98,555

Fully diluted earnings per share $ 0.54 $ 0.20

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

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):

Earnings/(Loss) per Share

The following reconciles shares outstanding for basic and diluted earnings/(loss) per share for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Weighted average shares outstanding 70,604 58,030 64,071 58,284

6 unchanged sentences

Average diluted shares outstanding 70,239 57,740 63,638 57,891

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.

The Company calculates earnings per share using the two-class method, as NVCE Stock qualifies as a participating security under ASC 260.

Since earnings per share attributable to common stock and NVCE Stock are identical, a single basic and diluted earnings per share amount is presented for both classes of stock.

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

The following table presents the antidilutive stock options and warrants that were excluded from the earnings per share calculation for the three and six months ended June 30, 2026 and 2025.

For the three months ended June 30, 2026 shares related to incentive awards were excluded from the diluted earnings/(loss) per share calculation as they were antidilutive.

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Stock options 1,178 1,532 1,257 1,561

NVCE stock warrants 11,387 — 11,387 —

Incentive awards 12 — — —

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

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):

The amortized cost, estimated fair value, and allowance for securities credit losses of debt securities AFS and HTM at June 30, 2026 and December 31, 2025 are as follows (in thousands):

Losses Estimated

Value Allowance for Securities Credit Losses

At March 31, 2026

At June 30, 2026

Debt securities AFS:

51 unchanged sentences

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,

The following table presents the activity in the allowance for credit losses for debt securities HTM for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Allowance for securities credit losses

5 unchanged sentences

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):

Under this approach, the amortized cost of debt securities HTM at June 30, 2026, aggregated by credit quality indicator, are as follows (in thousands):

Investment Grade Non-Investment Grade/Non-rated Total

As of March 31, 2026

As of June 30, 2026

State and municipal debt obligations $ 150,074 $ — $ 150,074

3 unchanged sentences

Total debt securities held-to-maturity $ 183,733 $ 13,406 $ 197,139

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

There were no realized gains/losses on sale of debt securities AFS for the three and six months ended June 30, 2026, as compared to $ 56,000 realized losses for both the corresponding prior year periods.

These realized gains/losses on debt securities are presented within Other and included within Total other income on the Consolidated Statements of Income.

The amortized cost and estimated fair value of debt securities at June 30, 2026 by contractual maturity are shown below (in thousands):

June 30, 2026 Amortized

Less than one year $ 64,385 $ 63,625

3 unchanged sentences

$ 991,859 $ 990,288

(1) The amortized cost of AFS securities excludes the portfolio layer fair value hedge basis adjustments of $ 6.7 million at March 31, 2026.

(1) The amortized cost of AFS securities excludes the portfolio layer fair value hedge basis adjustments of $ 12.2 million at June 30, 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.

At June 30, 2026, corporate debt securities, state and municipal obligations, and asset-backed securities with an amortized cost, excluding the fair value hedge basis adjustments, of $ 190.2 million, $ 166.4 million, and $ 461.1 million, respectively, and an estimated fair value of $ 190.8 million, $ 173.4 million, and $ 461.0 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.

1 unchanged sentence

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):

The estimated fair value and unrealized losses for debt securities AFS and HTM at June 30, 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

2 unchanged sentences

Value Unrealized

At March 31, 2026

At June 30, 2026

Debt securities AFS:

government and agency obligations $ — $ — $ 52,087 $ ( 2,544 ) $ 52,087 $ ( 2,544 )

State and municipal debt obligations 832 ( 8 ) — — 832 ( 8 )

Corporate debt securities 48,005 ( 150 ) 993 ( 8 ) 48,998 ( 158 )

35 unchanged sentences

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.

(1) The unrealized losses of AFS securities excludes the portfolio layer fair value hedge basis adjustments of $ 12.2 million and $ 4.0 million at June 30, 2026 and December 31, 2025, respectively.

The Company concluded that no debt securities were impaired at June 30, 2026 based on consideration of several factors.

As of June 30, 2026, the Company had one non-performing investment of $ 20.6 million acquired from Flushing, for which full recovery is expected.

Except for this investment, 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.

5 unchanged sentences

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,

At June 30, 2026 and December 31, 2025, the Company held equity investments of $ 76.0 million and $ 91.9 million, respectively.

The equity investments are primarily comprised of investments in other financial institutions and funds, and select financial services institutions’ preferred stocks.

The realized and unrealized gains or losses on equity securities for the three and six months ended June 30, 2026 and 2025 are shown in the table below (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net (loss) gain on equity investments $ ( 347 ) $ 488 $ ( 701 ) $ 693

Net gains recognized on equity investments sold — —

Unrealized (losses) gains recognized on equity investments still held $ ( 354 ) $ 205

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

Net loss recognized on equity investments sold ( 455 ) — ( 455 ) —

Unrealized gains (losses) recognized on equity investments still held $ 108 $ 488 $ ( 246 ) $ 693

Loans Receivable, Net

Loans receivable, net at March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31, December 31,

Loans receivable, net at June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

June 30, December 31,

Commercial real estate – investor $ 9,125,313 $ 5,420,989

30 unchanged sentences

2026 2025 2024 2023 2022 2021 and prior Revolving lines of credit Total

As of March 31, 2026

As of June 30, 2026

Commercial real estate - investor

74 unchanged sentences

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):

An analysis of the allowance for credit losses on loans for the three and six months ended June 30, 2026 and 2025 was as follows (in thousands):

Commercial and Industrial

3 unchanged sentences

Real Estate Other Consumer Total

For the three months ended March 31, 2026

For the three months ended June 30, 2026

Allowance for credit losses on loans

Balance at beginning of period $ 29,014 $ 7,293 $ 23,663 $ 25,140 $ 1,000 $ 86,110

(Benefit) provision for credit losses ( 854 ) 2,537 950 467 ( 15 ) 3,085

Provision (benefit) for credit losses 3,458 ( 1,709 ) 974 1,123 ( 57 ) 3,789

Initial allowance for credit losses on acquired loans from Flushing (1)

85,748 15,796 18,606 966 215 121,331

Charge-offs ( 966 ) — ( 342 ) ( 354 ) ( 114 ) ( 1,776 )

1 unchanged sentence

Balance at end of period $ 117,354 $ 21,397 $ 43,018 $ 26,877 $ 1,070 $ 209,716

For the three months ended March 31, 2025

For the three months ended June 30, 2025

Allowance for credit losses on loans

4 unchanged sentences

Balance at end of period $ 32,926 $ 3,934 $ 14,822 $ 26,570 $ 1,014 $ 79,266

For the six months ended June 30, 2026

Allowance for credit losses on loans

Balance at beginning of period $ 29,944 $ 4,753 $ 23,376 $ 24,680 $ 973 $ 83,726

Provision (benefit) for credit losses 2,604 828 1,924 1,591 ( 73 ) 6,874

Initial allowance for credit losses on acquired loans from Flushing (1)

85,748 15,796 18,606 966 215 121,331

Charge-offs ( 1,050 ) — ( 1,144 ) ( 383 ) ( 155 ) ( 2,732 )

Recoveries 108 20 256 23 110 517

Balance at end of period $ 117,354 $ 21,397 $ 43,018 $ 26,877 $ 1,070 $ 209,716

For the six months ended June 30, 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 3,837 103 4,315 51 207 8,513

( 1,846 ) — — ( 1,092 ) ( 275 ) ( 3,213 )

Recoveries 155 14 36 24 130 359

Balance at end of period $ 32,926 $ 3,934 $ 14,822 $ 26,570 $ 1,014 $ 79,266

(1) The allowance for credit losses for the three and six months ended June 30, 2026 reflects the initial allowance recorded on purchased seasoned loans and purchased credit deteriorated loans acquired in the Flushing merger, in accordance with ASU 2025-08.

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,

At June 30, 2026 and December 31, 2025, the Company had collateral dependent loans with an amortized cost balance as follows:

commercial real estate - investor of $ 76.7 million and $ 13.6 million, respectively, commercial and industrial - real estate of $ 17.0 million and $ 4.8 million, respectively, and commercial and industrial - non-real estate of $ 4.5 million and $ 603,000 , respectively.

In addition, the Company had collateral dependent residential and consumer loans with an amortized cost balance of $ 4.4 million and $ 5.5 million at June 30, 2026 and December 31, 2025, respectively.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

The following table presents the recorded investment in non-accrual loans, by loan portfolio segment as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, December 31,

Commercial real estate – investor $ 76,721 $ 13,636

6 unchanged sentences

Total non-performing loans $ 108,241 $ 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.

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):

At June 30, 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 June 30, 2026 and December 31, 2025, there were no loans greater than 90 days past due that were accruing interest.

The following table presents the aging of the recorded investment in past due loans as of June 30, 2026 and December 31, 2025 by loan portfolio segment (in thousands):

Past Due 60-89

3 unchanged sentences

Past Due Total

March 31, 2026

June 30, 2026

Commercial real estate – investor $ 12,168 $ 22,563 $ 52,162 $ 86,893 $ 9,038,420 $ 9,125,313

22 unchanged sentences

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

As of June 30, 2026 and December 31, 2025, loans with modifications to borrowers experiencing financial difficulty totaled $ 22.2 million and $ 24.9 million, respectively.

There were no outstanding commitments to lend additional funds to such borrowers with loan modifications as of June 30, 2026 or December 31, 2025.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

The following table presents loan modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2026 and 2025 (in thousands):

Interest Rate Reduction Combination of Term Extension and Interest Rate Reduction Total % of Total by Loan Portfolio Segment

For the three months ended June 30, 2026

Commercial real estate – investor $ 1,695 $ — $ 1,695 0.02 %

$ 1,695 $ — $ 1,695 0.01 %

For the six months ended June 30, 2026

Commercial real estate – investor $ 1,695 $ — $ 1,695 0.02 %

Residential real estate — 102 102 —

$ 1,695 $ 102 $ 1,797 0.01 %

For the three months ended March 31, 2025

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

For the three months ended June 30, 2025

Commercial real estate – investor $ — $ 4,449 $ 4,449 0.09 %

$ — $ 4,449 $ 4,449 0.04 %

For the six months ended June 30, 2025

Commercial real estate – investor $ 5,067 $ 4,449 $ 9,516 0.19 %

$ 5,067 $ 4,449 $ 9,516 0.09 %

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

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

The following table provides the performance of loans modified to borrowers experiencing financial difficulty during the twelve months ended June 30, 2026 and 2025 (in thousands):

Current 90 Days or Greater past due Total

June 30, 2026

Commercial real estate – investor $ 1,695 $ 949 (1)

1 unchanged sentence

$ 1,797 $ 949 $ 2,746

March 31, 2025

June 30, 2025

Commercial real estate – investor $ 16,805 $ — $ 16,805

$ 16,805 $ — $ 16,805

(1) Represents one residential loan that defaulted during the three months ended March 31, 2026, which had been modified within the last 12 months.

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,

(1) Represents one commercial real estate - investor loan that defaulted during the three months ended June 30, 2026, which had been modified within the last 12 months.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

The major types of deposits at June 30, 2026 and December 31, 2025 were as follows (in thousands):

Type of Account June 30, December 31,

Non-interest-bearing $ 2,836,711 $ 1,741,958

4 unchanged sentences

Total deposits $ 17,760,073 $ 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.

Included in time deposits at June 30, 2026 and December 31, 2025 was $ 1.01 billion and $ 474.6 million, respectively, of deposits of $250,000 or more.

Time deposits also include brokered deposits of $ 885.7 million and $ 609.8 million at June 30, 2026 and December 31, 2025, respectively.

Borrowed Funds

Borrowed funds at March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31, December 31,

Borrowed funds at June 30, 2026 and December 31, 2025 were as follows (in thousands):

June 30, December 31,

FHLB advances

3 unchanged sentences

Total borrowed funds $ 2,286,918 $ 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.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

At June 30, 2026 and December 31, 2025, there were $ 1.09 billion and $ 929.2 million, respectively, of FHLB term advances and overnight borrowings from the FHLB of $ 647.0 million and $ 468.0 million, respectively.

Pledged assets

1 unchanged sentence

Loans Debt securities Total

March 31, 2026

June 30, 2026

$ 11,843,177 $ 1,800,384 $ 13,643,561

7 unchanged sentences

The lender agrees to resell to the Company substantially the same securities at the maturity of the repurchase agreements.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

Fair Value Measurements

20 unchanged sentences

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

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).

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 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

6 unchanged sentences

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.

Certain municipal securities are fair valued using a discounted cash flow methodology and therefore, classified as Level 3.

OceanFirst Financial Corp.

Notes to Unaudited Consolidated Financial Statements (Continued)

Equity Investments

4 unchanged sentences

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.

The Company’s interest rate swaps, caps, and collars 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, cap, or collar contracts, 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

8 unchanged sentences

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):

The following table summarizes financial assets and financial liabilities measured at fair value as of June 30, 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:

2 unchanged sentences

Inputs Level 3

March 31, 2026

June 30, 2026

Items measured on a recurring basis:

28 unchanged sentences

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.

(1) As of June 30, 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 realized gains/losses for the six months ended June 30, 2026 and December 31, 2025.

(2) As of June 30, 2026 and December 31, 2025, equity investments included $ 23.3 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.

There were no transfers into or out of Level 3 for the three and six months ended June 30, 2026 and 2025.

OceanFirst Financial Corp.

36 unchanged sentences

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):

The book value and estimated fair value of the Company’s significant financial instruments not recorded at fair value as of June 30, 2026 and December 31, 2025 are presented in the following tables (in thousands):

Fair Value Measurements at Reporting Date Using:

2 unchanged sentences

Inputs Level 3

March 31, 2026

June 30, 2026

Financial Assets:

54 unchanged sentences

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.

The Company recognized gains of $ 7,000 and $ 17,000 in commercial loan swap income resulting from fair value adjustments for the three and six months ended June 30, 2026, respectively, as compared to losses of $ 9,000 and $ 25,000 for the corresponding prior year periods.

Credit Default Swap

1 unchanged sentence

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 .

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 $ 1.42 billion and $ 1.50 billion at June 30, 2026 and December 31, 2025, respectively.

The credit protection purchased was equal to the credit default swap notional amount of $ 71.2 million and $ 75.8 million at June 30, 2026 and December 31, 2025, respectively.

The loss on the credit default swap for the three and six months ended June 30, 2026 was $ 721,000 and $ 609,000 , respectively and was recorded in other income on the Consolidated Statements of Income.

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 premium expense associated with the credit default swap for the three and six months ended June 30, 2026 totaled $ 877,000 and $ 1.8 million, respectively, 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

Interest Rate Swap Contracts - Fair Value Hedges

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.

10 unchanged sentences

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

As of June 30, 2026 As of December 31, 2025

AFS securities:

3 unchanged sentences

Location of Gain/(Loss) Recognized in Income Three Months Ended

March 31, 2026

June 30, 2026 Six Months Ended

June 30, 2026

AFS securities:

1 unchanged sentence

Loss recognized on hedged items Interest income - debt securities ( 5,484 ) ( 8,074 )

Net loss recognized on fair value hedges Interest income - debt securities $ ( 72 )

Interest Rate Swap Contract - Cash Flow Hedge

Net gains recognized on fair value hedges Interest income - debt securities $ 39 $ 111

Interest Rate Option and Swap Contracts - Cash Flow Hedges

In June 2026, the Company entered into interest rate collars, which are option contracts intended to limit the Company's exposure to increases in short term interest rates while foregoing some of the upside if short term interest rates decrease significantly.

These contracts hedge the risk of variability in the Company’s cash flows arising from future interest payments attributable to changes in the benchmark SOFR rate below certain interest rate floors and above certain interest rate caps related to the rollover of fixed-rate FHLB advances, brokered time deposits, or other fixed rate borrowings.

The collars were designated and qualified as a cash flow hedge under ASC Topic 815, Derivatives and Hedging.

The collars have terms ranging from three to five years , and the last of the collar hedges is scheduled to expire in June 2031.

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.

1 unchanged sentence

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,

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

AOCL balance at beginning of period, net of tax

$ — $ ( 23 ) $ — $ ( 87 )

Unrealized (losses) gains recognized in OCI ( 581 ) ( 93 ) ( 581 ) ( 93 )

Losses reclassified from AOCI into interest income

AOCL balance at end of period, net of tax

$ ( 581 ) $ ( 52 ) $ ( 581 ) $ ( 52 )

During the next twelve months ending June 30, 2027, the Company estimates that there will be no reclassifications into interest income or expense.

OceanFirst Financial Corp.

4 unchanged sentences

Other assets Other liabilities

As of March 31, 2026

As of June 30, 2026

Derivatives Not Designated as Hedging Instruments

2 unchanged sentences

Derivatives Designated as Hedging Instruments

Interest rate option contracts - cash flow hedge 1,320,000 — 817

Interest rate swap contracts - fair value hedge 649,564 12,103 —

12 unchanged sentences

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.

There was no cash collateral posted by the Company with third parties at either June 30, 2026 or December 31, 2025.

The amount of cash collateral received from these third parties was $ 63.4 million and $ 42.9 million at June 30, 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.

1 unchanged sentence

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.

The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with third parties was $ 75.5 million and $ 54.0 million at June 30, 2026 and December 31, 2025, respectively.

OceanFirst Financial Corp.

4 unchanged sentences

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,

June 30, December 31,

Lease ROU Assets

11 unchanged sentences

Total lease liabilities $ 72,064 $ 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.

(1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $ 754 ,000 and $ 897,000 at June 30, 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,

June 30, December 31,

Weighted-Average Remaining Lease Term

7 unchanged sentences

The following table represents lease expenses and other lease information (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Lease Expense

2 unchanged sentences

Amortization of ROU assets

58 58 116 116

Interest on lease liabilities (1)

18 unchanged sentences

Total lease liabilities $ 997 $ 71,067

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.

OTHER INFORMATION

3 unchanged sentences

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

What changed 10-Q

Item 4. Controls and Procedures