Financial Analysis

Business Combinations and Dispositions Pending Merger with Flushing On December 29, 2025, the Company, Flushing, and Apollo Merger Sub Corp. entered into the Merger Agreement. On the terms and subject to the conditions set forth in the Merger Agreement, (a) Merger Sub will merge with and into Flushing, with Flushing continuing as the surviving entity, (b) immediately following the First Merger, Flushing will merge with and into the Company, with the Company continuing as the surviving entity, and (c) on the day immediately following the Second Merger, Flushing Bank will merge with and into the Bank, with the Bank continuing as the surviving bank. The Merger Agreement was unanimously approved by the board of directors of the Company and the board of directors of Flushing. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of Flushing issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, will be converted into the right to receive 0.85 of a share of common stock, par value $0.01 per share, of the Company. Concurrently with its entry into the Merger Agreement, the Company entered into the Investment Agreement with Warburg. On the terms and subject to the conditions set forth in the Investment Agreement, concurrently with the closing of the Mergers, Warburg will invest an aggregate of $225 million in exchange for the sale and issuance …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Commitments, Contingencies, and Concentrations of Credit Risk The Company, in the normal course of business, is party to financial instruments and commitments which involve, to varying degrees, elements of risk in excess of the amounts recognized in the consolidated financial statements. These financial instruments and commitments include unused consumer lines of credit, construction loan lines of credit, commercial lines of credit, and commitments to extend credit. At December 31, 2025, the following commitments and contingent liabilities existed which are not reflected in the accompanying consolidated financial statements (in thousands): December 31, 2025 Unused consumer and residential construction loan lines of credit (primarily floating-rate) $ 278,830 Unused commercial and commercial construction loan lines of credit (primarily floating-rate) 1,602,901 Other commitments to extend credit (1) : Fixed-rate 133,617 Adjustable-rate 1,100 Floating-rate 339,342 (1) As of December 31, 2025, the Company has outsourced its residential and consumer originations, and the pipeline for residential loans represents the remaining commitments expected to close in 2026. The Companys fixed-rate loan commitments generally expire within 90 days of issuance and carried interest rates ranging from 5.56% to 8.00% at December 31, 2025. At December 31, 2025, the Company had $6.4 million of unfunded capital commitments related to investment funds. The Companys maximum exposure to credit losses in …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Borrowed Funds Borrowed funds are summarized as follows (dollars in thousands): December 31, 2025 2024 Amount Weighted Average Rate Amount Weighted Average Rate FHLB advances $ 1,397,179 4.19 % $ 1,072,611 4.62 % Securities sold under agreements to repurchase with customers 54,434 2.62 60,567 2.29 Other borrowings 255,233 6.45 197,546 5.96 Total borrowed funds $ 1,706,846 4.48 % $ 1,330,724 4.71 % At December 31, 2025, there were $929.2 million of FHLB term advances as compared to $1.07 billion at December 31, 2024. There were $468.0 million and no overnight borrowings from the FHLB at December 31, 2025 and 2024, respectively. FHLB advances and repurchase agreements had contractual maturities at December 31, 2025 as follows (in thousands): FHLB Advances Repurchase Agreements For the Year Ended December 31, 2026 $ 1,195,311 $ 54,434 2027 200,501 2028 1,367 Total $ 1,397,179 $ 54,434 The other borrowings at December 31, 2025 included the following (in thousands): Type of Debt Stated Value Carrying Value Contractual Interest Rate Maturity Subordinated debt $ 185,000 $ 181,979 6.375 % (1) November 15, 2035 Trust preferred 10,000 8,557 3 month SOFR plus 2.51% December 15, 2034 Trust preferred 30,000 24,684 3 month SOFR plus 1.61% March 15, 2036 Trust preferred 5,000 5,000 3 month SOFR plus 1.91% August 1, 2036 Trust preferred 7,500 7,500 3 month SOFR plus 1.92% November 1, 2036 Trust preferred 10,000 8,239 3 month SOFR plus 1.79% June 30, 2037 Trust preferred 10,000 10,000 3 month …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Long-Term Incentive Plans The Company offers long-term incentive plans that provide for the granting of stock awards (both time-vested and performance-based) and stock options, as well as phantom stock units. The Company has established these plans to attract and retain qualified personnel in key positions, provide officers, employees, and non-employee directors with a proprietary interest in the Company as an incentive to contribute to the success of the Company, align the interests of management with those of other stockholders and reward employees for outstanding performance. Equity awards are discretionary and are targeted to a broad range of employees, including those in leadership roles, revenue generators, key contributors, and high-potential individuals who have contributed to the Companys long-term strategic objectives. Overview of Incentive Plans The OceanFirst Financial Corp. 2020 Stock Incentive Plan, which also authorized the granting of stock options or awards of common stock, was approved by stockholders in 2020. This plan was subsequently amended in 2021 to increase the number of shares authorized for issuance through equity awards. The following table presents the amount of the plans authorized shares and those that remain available for issuance as of December 31, 2025. The Plan allowed the Company to authorize shares subject to options or, in lieu of options, shares in the form of stock awards. Authorized Awards Authorized but Not Issued Stock Options or Sto …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Income Taxes The provision for income taxes for the years ended December 31, 2025, 2024 and 2023 consisted of the following (in thousands): For the Year Ended December 31, 2025 2024 2023 Current Federal $ 13,599 $ 23,315 $ 20,894 State 4,881 7,288 8,655 Total current 18,480 30,603 29,549 Deferred Federal 2,748 214 4,250 State 261 (551) (1,099) Total deferred 3,009 (337) 3,151 Total provision for income taxes $ 21,489 $ 30,266 $ 32,700 Included in other comprehensive income was the income tax impact attributable to the unrealized gain/loss on debt securities, accretion of unrealized losses on debt securities reclassified to held-to-maturity, unrealized loss on derivative hedges and the related reclassification adjustments included in net income. These items r esulted in a tax expense of $4.5 million, $1.8 million and $4.9 million for the years ended December 31, 2025, 2024 and 2023, respectively . Income taxes that would have been computed at the statutory federal rate are reconciled to the total provision for income taxes and effective tax rate for the years ended December 31, 2025, 2024 and 2023 is as follows (dollars in thousands): For the Year Ended December 31, 2025 2024 2023 Amount Percent Amount Percent Amount Percent Income before provision for income taxes $ 92,516 $ 130,656 $ 136,765 Federal income tax expense, at statutory rate 19,428 21.0 % 27,438 21.0 % 28,721 21.0 % Increase (decrease) in federal income tax expense resulting from: State income taxes, net of feder …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Companys leases are comprised of real estate property for branches, automated teller machine locations and office space with terms extending through 2038. The Company has one existing finance lease, which has a lease term through 2029. The following table represents the classification of the Companys ROU assets and lease liabilities on the Consolidated Statements of Financial Condition (in thousands): December 31, 2025 December 31, 2024 Lease ROU Assets Classification Operating lease ROU assets Other assets $ 17,596 $ 15,452 Finance lease ROU asset Premises and equipment, net 838 1,071 Total lease ROU assets $ 18,434 $ 16,523 Lease Liabilities Operating lease liabilities (1) Other liabilities $ 19,037 $ 17,114 Finance lease liability Other borrowings 1,143 1,421 Total lease liabilities $ 20,180 $ 18,535 (1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $897,000 and $4.4 million as of December 31, 2025 and 2024, respectively. The following table represents the weighted-average remaining lease term and weighted-average discount rate for the Companys operating and finance leases: December 31, 2025 December 31, 2024 Weighted-Average Remaining Lease Term Operating leases 5.82 years 5.84 year …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Impact of New Accounting Pronouncements Accounting Pronouncements Adopted in 2025 In August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The amendments in this ASU require that a joint venture, upon formation, apply a new basis of accounting and initially measure assets and liabilities at fair value, with exceptions to fair value measurement that are consistent with the business combinations guidance. This update will be effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. Early adoption is permitted. The adoption of this standard did not have an impact on the Companys consolidated financial statements. In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require improved annual income tax disclosures surrounding rate reconciliation, income taxes paid, and other disclosures. This update will be effective for financial statements issued for fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this standard did not have a material impact on the Companys consolidated financial statements. In November 2025, FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326). The amendments in this ASU expand the population of acquired financial assets subject to the gross-up approach to include loans acq …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Employee Stock Ownership Plan The Bank maintains an ESOP which all full-time employees are eligible to participate in after they attain age 21 and complete one year of service during which they work at least 1000 hours. ESOP shares are allocated among participants on the basis of compensation earned during the year. Employees are fully vested in their ESOP account after the completion of five years of credited service or completely, if service was terminated due to death, retirement, disability or change in control of the Company. ESOP participants are entitled to receive distributions from the ESOP account only upon termination of service, which includes retirement and death, except that a participant may elect to have dividends distributed as a cash payment on a quarterly basis. Over the years, the ESOP has borrowed from the Company to purchase shares of common stock. During 2025 and 2024, the ESOP had one outstanding loan agreement with the Bank (the 2018 loan). The 2018 loan allowed the ESOP to borrow an additional $8.4 million from the Company at a fixed interest rate of 3.25%, which matures on December 31, 2026, to purchase 292,592 shares of common stock. The loan is to be repaid from contributions by the Bank to the ESOP trustee. The Bank is required to make contributions to the ESOP in amounts at least equal to the principal and interest requirement of the debt. The Banks obligation to make such contributions is reduce d to the extent of any dividends paid by the Comp …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

"Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of: OceanFirst Financial Corp. (the Company); its wholly-owned subsidiaries, OceanFirst Bank N.A. (the Bank) and OceanFirst Risk Management, Inc.; the Banks 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 (and its subsidiaries). All significant intercompany accounts and transactions have been eliminated in consolidation. In 2025, the Company adjusted the presentation of loans secured by owner-occupied commercial real estate to commercial and industrial - real estate to reflect the variation in the management and underlying risk profile of such loans as compared with non-owner-occupied (investor) commercial real estate loans. Similarly, the Company also adjusted the presentation of commercial and industrial loans that were not secured by real estate to commercial and industrial - non-real estate. Collectively, these two loan portfolios are referred to as Commercial and industrial loans. Prior year amounts have been conformed to this change in presentation. Business The Bank provides a range of regional community banking services to retail and commercial customers through a network of branches and offices throughout New Jersey and in the major metropolita …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Borrowed Funds Borrowed funds at September 30, 2025 and December 31, 2024 were as follows (in thousands): September 30, December 31, 2025 2024 FHLB advances $ 1,705,585 $ 1,072,611 Securities sold under agreements to repurchase with customers 64,869 60,567 Other borrowings 198,138 197,546 Total borrowed funds $ 1,968,592 $ 1,330,724 At September 30, 2025, there were $762.6 million of term advances and $943.0 million of overnight borrowings from the FHLB, as compared to $1.07 billion and none at December 31, 2024, respectively. Pledged assets The following table presents the assets pledged to secure borrowings, borrowing capacity, repurchase agreements, letters of credit, and for other purposes required by law at carrying value (in thousands): Loans Debt securities Total September 30, 2025 FHLB and FRB $ 7,480,265 $ 964,222 $ 8,444,487 Repurchase agreements 59,586 59,586 Total pledged assets $ 7,480,265 $ 1,023,808 $ 8,504,073 December 31, 2024 FHLB and FRB $ 7,427,247 $ 984,515 $ 8,411,762 Repurchase agreements 85,529 85,529 Total pledged assets $ 7,427,247 $ 1,070,044 $ 8,497,291 The securities that collateralize the repurchase agreements are delivered to the lender, with whom each transaction is executed, to a third-party custodian, or held at the Company. The lender agrees to resell to the Company substantially the same securities at the maturity of the repurchase agreements. …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Leases A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. The Companys leases are comprised of real estate property for branches, automated teller machine locations and office space with terms extending through 2038. The Company has one existing finance lease, which has a lease term through 2029. The following table represents the classification of the Companys Right of Use (ROU) assets and lease liabilities on the Consolidated Statements of Financial Condition (in thousands): September 30, December 31, 2025 2024 Lease ROU Assets Classification Operating lease ROU assets Other assets $ 16,795 $ 15,452 Finance lease ROU asset Premises and equipment, net 896 1,071 Total lease ROU assets $ 17,691 $ 16,523 Lease Liabilities Operating lease liabilities (1) Other liabilities $ 18,278 $ 17,114 Finance lease liability Other borrowings 1,214 1,421 Total lease liabilities $ 19,492 $ 18,535 (1) Operating lease liabilities excludes liabilities for future rent and estimated lease termination payments related to closed branches of $1.0 million and $4.4 million at September 30, 2025 and December 31, 2024, respectively. The calculated amount of the ROU assets and lease liabilities are impacted by the lease term and the discount rate used to calculate the present value of the minimum lease payments. Lease agreements often include one or more options to …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Subsequent Events On October 29, 2025, the Company completed its offering of $185 million of 6.375% fixed-to-floating rate subordinated notes due 2035. The net proceeds of approximately $181.9 million will be used to repay existing indebtedness, including the redemption in full of the Companys subordinated notes due May 15, 2030, of which $125.0 million in principal amount is currently outstanding, to support growth initiatives at the Companys subsidiaries, including the Bank, and for general corporate purposes. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing