OCEANFIRST FINANCIAL CORP

Previous wording

(4) Performance ratios for the three months ended June 30, 2025 included a loss on redemption of preferred stock of $1.8 million and a net gain on equity investments of $488,000, or $373,000, net of tax expense. Performance ratios for the three months ended March 31, 2025 included a net gain on equity investments of $205,000, or $156,000, net of tax expense. Performance ratios for the three months ended June 30, 2024 included a net gain on equity investments of $887,000, or $699,000, net of tax expense.

Current wording

(4) Performance ratios for the three months ended September 30, 2025 included a net expense of $3.9 million, or $3.0 million, net of tax benefit, related to restructuring charges, a net loss on equity investments and a Federal Deposit Insurance Corporation (“FDIC”) special assessment release. Performance ratios for the three months ended June 30, 2025 included a loss on redemption of preferred stock of $1.8 million and a net gain on equity investments of $488,000, or $373,000, net of tax expense. Performance ratios for the three months ended September 30, 2024 included a net benefit of $1.2 million, or $919,000, net of tax expense, related to a net gain on equity investments, a net gain on sale of trust business and merger related expenses.

Previous wording

(11) Loans acquired from acquisitions were recorded at fair value. The net unamortized credit and purchased with credit deterioration (“PCD”) marks on these loans, not reflected in the allowance for loan credit losses, was $5.0 million, $5.6 million, and $6.1 million at June 30, 2025, March 31, 2025 and June 30, 2024, respectively.

Current wording

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

Previous wording

•Loan Growth: Total loans increased $59.8 million, representing a 2% annualized growth rate, which included $131.7 million of commercial and industrial loan growth. The commercial loan pipeline reached a record high of $790.8 million, which increased 111% from $375.6 million in the linked quarter.

Current wording

•Loan Growth: Total loans increased $372.9 million, representing a 14% annualized growth rate, which included $219.1 million of commercial and industrial loan growth. Commercial loan originations increased 74% to $739.2 million, from $425.9 million in the linked quarter, and the commercial loan pipeline remains robust at $710.9 million, as compared to a record high of $790.8 million at June 30, 2025.

Previous wording

Net income available to common stockholders for the three and six months ended June 30, 2025 decreased to $16.2 million and $36.7 million, respectively, or $0.28 and $0.63 per diluted share, as compared to $23.4 million and $51.0 million, or $0.40 and $0.87 per diluted share, for the corresponding prior year periods. The dividends paid to preferred stockholders were $1.0 million and $2.0 million for each of the three and six months ended June 30, 2025 and 2024, respectively.

Current wording

Net income available to common stockholders for the three and nine months ended September 30, 2025 decreased to $17.3 million and $54.0 million, or $0.30 and $0.94 per diluted share, respectively, as compared to $24.1 million and $75.1 million, or $0.42 and $1.29 per diluted share, for the corresponding prior year periods. The dividends paid to preferred stockholders were $0 and $2.0 million for the three and nine months ended September 30, 2025, respectively, compared to $1.0 million and $3.0 million for the three and nine months ended September 30, 2024.

Previous wording

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. For the three and six months ended June 30, 2025, interest income included net loan fees of $1.2 million and $2.6 million, respectively, as compared to $708,000 and $1.4 million for the same prior year periods.

Current wording

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rate earned or paid on them. For the three and nine months ended September 30, 2025, interest income included net loan fees of $1.4 million and $4.1 million, respectively, as compared to $730,000 and $2.6 million for the same prior year periods.

Previous wording

The following tables set forth certain information relating to the Company for the three and six months ended June 30, 2025 and 2024. 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. Average balances are derived from average daily balances. The yields and costs include certain fees and costs which are considered adjustments to yields.

Current wording

The following tables set forth certain information relating to the Company for the three and nine months ended September 30, 2025 and 2024. 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. Average balances are derived from average daily balances. The yields and costs include certain fees and costs which are considered adjustments to yields.

Previous wording

Total assets decreased by $93.4 million to $13.33 billion, from $13.42 billion, primarily due to decreases in total debt securities. Debt securities available-for-sale decreased by $91.9 million to $735.6 million, from $827.5 million, primarily due to principal reductions, maturities and calls. Debt securities held-to-maturity decreased by $76.9 million to $969.0 million, from $1.05 billion, primarily due to principal repayments. Total loans increased by $67.0 million to $10.19 billion, from $10.12 billion, while the loan pipeline increased by $648.1 million to $954.8 million, from $306.7 million, primarily due to an increase in commercial loans of $593.3 million. Other assets decreased by $33.4 million to $152.3 million, from $185.7 million, primarily due to a decrease in market values associated with customer interest rate swap programs.

Current wording

Total assets increased by $903.4 million to $14.32 billion, from $13.42 billion, primarily due to increases in loans and debt securities available-for-sale. Total loans increased by $439.9 million to $10.56 billion, from $10.12 billion, while the loan pipeline increased by $557.3 million to $863.9 million, from $306.7 million, primarily due to an increase in the commercial loan pipeline of $513.4 million. For more information about the loan portfolio, see “Lending Activities.” Debt securities available-for-sale increased by $434.1 million to $1.26 billion, from $827.5 million, primarily due to new purchases in the current quarter. Debt securities held-to-maturity decreased by $126.1 million to $919.7 million, from $1.05 billion, primarily due to principal repayments. Other assets decreased by $27.2 million to $158.5 million, from $185.7 million, primarily due to a decrease in market values associated with customer interest rate swap programs.

Previous wording

Total liabilities decreased by $34.3 million to $11.68 billion, from $11.72 billion primarily related to a funding mix-shift. Deposits increased by $166.1 million to $10.23 billion, from $10.07 billion, primarily due to an increase in time deposits. Time deposits increased to $2.30 billion, from $2.08 billion, representing 22.5% and 20.7% of total deposits, respectively. Time deposits included an increase in brokered time deposits of $448.1 million, partly offset by a decrease in retail time deposits of $229.4 million. The loan-to-deposit ratio was 99.5%, as compared to 100.5%. FHLB advances decreased by $133.9 million to $938.7 million, from $1.07 billion partly driven by a shift to slightly favorably priced brokered deposits.

Current wording

Total liabilities increased by $952.7 million to $12.67 billion, from $11.72 billion primarily related to an increase in FHLB advances and deposits. FHLB advances increased by $633.0 million to $1.71 billion, from $1.07 billion. Deposits increased by $369.7 million to $10.44 billion, from $10.07 billion, mostly driven by Premier Banking deposits. Time deposits increased to $2.22 billion, from $2.08 billion, representing 21.2% and 20.7% of total deposits, respectively. Time deposits included an increase in brokered time deposits of $330.4 million, partly offset by a decrease in retail time deposits of $195.1 million. The loan-to-deposit ratio was 101.2%, as compared to 100.5%.

Previous wording

Other liabilities decreased by $63.6 million to $234.8 million, from $298.4 million, primarily due to a decrease in the market values of derivatives associated with customer interest rate swaps and related collateral received from counterparties.

Current wording

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

Previous wording

Capital levels remain strong and in excess of “well-capitalized” regulatory levels at June 30, 2025, including the Company’s common equity tier one capital ratio which declined to 10.99%, driven primarily by stock repurchases and increased lending commitments.

Current wording

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

Previous wording

Total stockholders’ equity decreased to $1.64 billion, as compared to $1.70 billion, primarily due to the redemption of preferred stock for $55.5 million and capital returns comprising of dividends and share repurchases, partially offset by net income. Additionally, accumulated other comprehensive loss decreased by $4.4 million primarily due to increases in the fair market value of available-for-sale debt securities, net of tax.

Current wording

Total stockholders’ equity decreased to $1.65 billion, as compared to $1.70 billion, primarily due to the redemption of preferred stock for $55.5 million and capital returns comprised of dividends and share repurchases, partially offset by net income. Additionally, accumulated other comprehensive loss decreased by $7.1 million primarily due to increases in the fair market value of available-for-sale debt securities, net of tax.

Previous wording

During the six months ended June 30, 2025, the Company repurchased 1,401,945 shares totaling $24.3 million representing a weighted average cost of $17.17. As of June 30, 2025, the Company had 226,284 shares available for repurchase under the authorized repurchase program. On July 16, 2025, the Company announced its Board of Directors authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares.

Current wording

During the nine months ended September 30, 2025, the Company repurchased 1,404,253 shares totaling $24.4 million representing a weighted average cost of $17.17, which includes repurchases of exercised options and awards from employees outside of the share repurchase program. On July 16, 2025, the Company announced its Board of Directors authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares. As of September 30, 2025, the Company had 3,226,284 shares available for repurchase under the authorized repurchase programs.

Previous wording

The Company’s stockholders’ equity to assets ratio was 12.33%, as compared to 12.69% and book value per share decreased to $28.64, as compared to $29.08, due to drivers noted above.

Current wording

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

Previous wording

Comparison of Operating Results for the Three and Six Months Ended June 30, 2025 and June 30, 2024

Current wording

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

Previous wording

Net income available to common stockholders decreased to $16.2 million and $36.7 million, respectively, or $0.28 and $0.63 per diluted share, as compared to $23.4 million and $51.0 million, or $0.40 and $0.87 per diluted share, for the corresponding prior year periods. Net income 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.

Current wording

Net income available to common stockholders decreased to $17.3 million and $54.0 million, or $0.30 and $0.94 per diluted share, respectively, as compared to $24.1 million and $75.1 million, or $0.42 and $1.29 per diluted share, for the corresponding prior year periods. Net income for the three and nine months ended September 30, 2025 included restructuring charges of $4.1 million for both periods, an FDIC special assessment release of $210,000 for both periods, and a net loss of $7,000 and net gain of $686,000 on equity investments, respectively. These items decreased net income by $3.0 million and $2.5 million, net of tax. Additionally, net income available to common stockholders for the nine months ended September 30, 2025 included a net loss on redemption of preferred stock of $1.8 million.

Previous wording

Net income for the three and six months ended June 30, 2024 included net gains on equity investments of $887,000 and $2.8 million, respectively. Net income for the six months ended June 30, 2024 also included a net gain on sale of a portion of its trust business of $1.2 million, and a special Federal Deposit Insurance Corporation (“FDIC”) assessment of $418,000. These items increased net income by $699,000 and $2.7 million, net of tax, for the three and six months ended June 30, 2024.

Current wording

Net income for the three and nine months ended September 30, 2024 included net gains on equity investments of $1.4 million and $4.2 million, respectively, a net gain on sale of a portion of its trust business of $1.4 million and $2.6 million, respectively, and merger related expenses of $1.7 million for both periods. Net income for the nine months ended September 30, 2024 also included a special FDIC assessment of $418,000. These items increased net income by $919,000 and $3.6 million, net of tax, for the three and nine months ended September 30, 2024.

Previous wording

Interest income for the three and six months ended June 30, 2025 decreased to $154.8 million and $308.5 million, respectively, from $159.4 million and $321.0 million for the corresponding prior year periods. For the three and six months ended June 30, 2025, the average balance of interest-earning assets decreased by $138.2 million and $185.8 million, primarily due to a decrease in securities and, to a lesser extent, commercial loans. For the three and six months ended June 30, 2025, the yield on average interest-earning assets decreased to 5.14% for both current periods, from 5.25% for both the corresponding prior year periods.

Current wording

Interest income for the nine months ended September 30, 2025 decreased to $470.7 million from $482.6 million for the corresponding prior year period. The average balance of interest-earning assets decreased by $79.0 million, primarily driven by a decrease in securities and, to a lesser extent, interest-earning deposits and short-term investments, partly offset by an increase in residential loans. The yield on average interest-earning assets decreased to 5.16% from 5.25% for the same prior year period, due to the lower interest rate environment.

Previous wording

Interest expense for the six months ended June 30, 2025 decreased to $134.2 million from $152.5 million in the corresponding prior year period. The average balance of interest-bearing liabilities decreased by $179.6 million, primarily due to decreases in total deposits and other borrowings, partly offset by an increase in FHLB advances. The cost of average interest-bearing liabilities decreased to 2.77% from 3.09% for the corresponding prior year period. The total cost of deposits decreased to 2.06% from 2.34% for the same prior year period.

Current wording

Interest expense for the three months ended September 30, 2025 decreased to $71.5 million from $79.3 million in the corresponding prior year period. The average balance of interest-bearing liabilities increased by $100.7 million, primarily due to increases in FHLB advances, partly offset by a decrease in other borrowings. The cost of average interest-bearing liabilities decreased to 2.85% from 3.20% for the corresponding prior year period, primarily due to lower cost of deposits and, to a lesser extent, FHLB advances, partly offset by an increase in the cost of other borrowings. The total cost of deposits decreased 38 basis points to 2.06% from 2.44% for the same prior year period.

Previous wording

Interest expense for the three months ended June 30, 2025 decreased to $67.2 million from $77.2 million in the corresponding prior year period. The average balance of interest-bearing liabilities decreased by $132.8 million, primarily due to decreases in other borrowings, partly offset by an increase in FHLB advances. The cost of average interest-bearing liabilities decreased to 2.77% from 3.14% for the corresponding prior year period, primarily due to lower cost of deposits and, to a lesser extent, FHLB advances. The total cost of deposits decreased to 2.06% from 2.37% for the same prior year period.

Current wording

Interest expense for the nine months ended September 30, 2025 decreased to $205.8 million from $231.8 million in the corresponding prior year period. The average balance of interest-bearing liabilities decreased by $85.2 million, primarily due to decreases in other borrowings and total deposits, partly offset by an increase in FHLB advances. The cost of average interest-bearing liabilities decreased to 2.80% from 3.12% for the corresponding prior year period, primarily due to lower cost of deposits and, to a lesser extent, FHLB advances, partly offset by an increase in the cost of other borrowings. The total cost of deposits decreased 31 basis points to 2.06% from 2.37% for the same prior year period.

Previous wording

Net interest income for the three and six months ended June 30, 2025 increased to $87.6 million and $174.3 million, respectively, from $82.3 million and $168.5 million for the corresponding prior year periods, primarily reflecting the net impact of the decreasing interest rate environment. The net interest margin for the three and six months ended June 30, 2025 increased to 2.91% for both current periods, from 2.71% and 2.76% for the same prior year periods, primarily due to the decrease in cost of funds outpacing the decrease in the yield on average interest-earning assets.

Current wording

Net interest income for the three and nine months ended September 30, 2025 increased to $90.7 million and $264.9 million, respectively, from $82.2 million and $250.7 million for the corresponding prior year periods, primarily reflecting the net impact of the decreasing interest rate environment. The net interest margin for the three and nine months ended September 30, 2025 increased to 2.91% for both current periods, from 2.67% and 2.73% for the same prior year periods, primarily due to the decrease in cost of funds.

Previous wording

Provision for credit losses for the three and six months ended June 30, 2025 was $3.0 million and $8.4 million, respectively, as compared to $3.1 million and $3.7 million for the corresponding prior year periods. The current quarter provision was primarily driven by net loan charge-offs of $2.2 million, a net reserve build due to mix-shift into commercial and industrial loans, and an increase in unfunded credit commitments.

Current wording

Provision for credit losses for the three and nine months ended September 30, 2025 was $4.1 million and $12.5 million, respectively, as compared to $517,000 and $4.2 million for the corresponding prior year periods. The current quarter provision was primarily driven by net loan growth and an increase in unfunded loan balances and commitments, partly offset by overall improvements in criticized and classified loans.

Previous wording

For the three and six months ended June 30, 2025 net loan charge-offs were $2.2 million and $2.9 million, respectively, as compared to $1.5 million and $1.8 million for the same prior year periods. The current quarter includes $1.6 million of charge-offs related to two commercial relationships related to the Company’s recent acquisition. Additionally, the current quarter includes charge-offs of $445,000 related to the sale of $2.2 million non-performing residential and consumer loans. The prior year includes the impact of a $1.6 million charge-off on a single commercial real estate relationship.

Current wording

Net loan charge-offs were $617,000 and $3.5 million for the three and nine months ended September 30, 2025, respectively, as compared to net loan recoveries of $88,000 and net loan charge-offs $1.7 million for the same prior year periods. The current year included charge-offs of $1.6 million for two commercial relationships related to the Company’s recent acquisition and charge-offs of $445,000 related to sales of non-performing residential and consumer loans of $2.2 million. The nine months ended September 30, 2024 includes the impact of a $1.6 million charge-off related to a single commercial real estate relationship that was sold in the prior year.

Previous wording

Other income decreased to $23.0 million, as compared to $23.3 million. Other income was favorably impacted by non-core operations of $693,000 related to net gains on equity investments in the current quarter. The prior year other income was favorably impacted by non-core operations of $4.0 million related to net gains on equity investments and sale of a portion of the Company’s trust business. The remaining increase of $3.0 million was primarily driven by increases related to net gain on sale of loans of $1.3 million, commercial loan swap income of $448,000 and non-recurring other income of $1.9 million in the current period, partly offset by a loss on other real estate operations of $276,000.

Current wording

Other income decreased to $35.3 million, as compared to $38.0 million. Other income in the current period was favorably impacted by net gains on equity investments of $686,000. Other income in the prior period was favorably impacted by net gains on equity investments of $4.2 million and a gain on sale of a portion of the Company’s trust business of $2.6 million. The remaining increase of $3.5 million was primarily driven by increases related to commercial loan swap income of $1.7 million due to new swaps, net gain on sale of loans of $1.7 million, and non-recurring other income of $1.9 million in the current year. These were partly offset by a decrease of $855,000 related to a non-recurring gain on sale of assets held for sale in the prior year and a decrease in fees and service charges of $713,000, primarily due to lower retail deposit fees.

Previous wording

Operating expenses increased to $135.8 million, as compared to $117.3 million. Operating expenses were adversely impacted by non-core operations related to FDIC special assessment in the prior year of $418,000. The remaining increase of $18.9 million was driven by an increase in compensation and benefits of $11.1 million, mostly due to acquisitions at the end of the prior year, annual merit increases, and the additional commercial banking team hires. Additional drivers were increases in other operating expenses of $2.9 million, mostly due to additional loan servicing expense, professional fees of $1.9 million, primarily due to the recruitment fees, data processing of $1.5 million, partly due to acquisitions at the end of the prior year, occupancy of $577,000, and marketing of $484,000.

Current wording

Operating expenses increased to $76.3 million, as compared to $63.7 million. Operating expenses in the current quarter were adversely impacted by restructuring charges of $4.1 million related to outsourcing of residential loan originations and title business, partly offset by a reversal of FDIC special assessment fees of $210,000. Operating expenses in the prior year were adversely impacted by $1.7 million for merger related expenses. The remaining increase of $10.3 million was primarily driven by an increase in compensation and benefits of $5.5 million, mostly due to additional commercial banking team hires, acquisitions at the end of the prior year and annual merit increases. Additional drivers were increases in professional fees of $1.5 million, partly due to higher consulting fees, data processing expense of $1.2 million, occupancy expense of $941,000, partly due to additional space for commercial banking hires, addition of a new branch and acquisitions at the end of the prior year, and other operating expenses of $738,000, mostly due to additional loan servicing expenses.

Previous wording

Operating expenses increased to $71.5 million, as compared to $58.6 million. The primary driver was an increase in compensation and benefits of $7.1 million, mostly due to acquisitions at the end of the prior year, annual merit increases, and the additional commercial banking teams hired during the current quarter. Additional drivers were increases in professional fees of $2.2 million, primarily due to recruitment fees, other operating expenses of $1.9 million, mostly due to additional loan servicing expense, data processing expense of $790,000, partly due to acquisitions at the end of the prior year, and increased marketing spend of $366,000.

Current wording

Operating expenses increased to $212.1 million, as compared to $181.0 million. Operating expenses in the current year were adversely impacted by restructuring charges of $4.1 million, partly offset by a reversal of FDIC special assessment fees of $210,000. Operating expenses in the prior year were adversely impacted by $2.1 million, related to merger related expenses and an FDIC special assessment. The remaining increase of $29.2 million was primarily driven by an increase in compensation and benefits of $16.6 million, mostly due to acquisitions at the end of the prior year, additional commercial banking team hires, and annual merit increases. Additional drivers were increases in other operating expenses of $3.7 million, mostly due to additional loan servicing expense, professional fees of $3.4 million, partly due to the recruitment of commercial bankers, data processing of $2.7 million, partly due to acquisitions at the end of the prior year, occupancy of $1.5 million, partly due to additional space for commercial banking hires, addition of a new branch and acquisitions from end of the prior year, and marketing of $637,000.

Previous wording

The provision for income taxes was $5.8 million and $12.6 million for the three and six months ended June 30, 2025, respectively, as compared to $7.1 million and $17.7 million for the same prior year periods. The effective tax rate was 23.2% and 23.7% for the three and six months ended June 30, 2025, respectively, as compared to 22.5% and 25.0% for the same prior year periods. The effective tax rate for the six months ended June 30, 2024 was negatively impacted by 1.6% due to a non-recurring write-off of a deferred tax asset of $1.2 million.

Current wording

The provision for income taxes was $5.2 million and $17.7 million for the three and nine months ended September 30, 2025, respectively, as compared to $7.5 million and $25.2 million for the same prior year periods, respectively. The effective tax rate was 22.9% and 23.4% for the three and nine months ended September 30, 2025, respectively, as compared to 22.9% and 24.4% for the same prior year periods. The effective tax rate for the prior year quarter was positively impacted by geographic mix and nine months ended September 30, 2024 was adversely impacted by a non-recurring write-off of a deferred tax asset of $1.2 million net of other state tax effects.

Previous wording

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 June 30, 2025, total on-balance sheet liquidity and funding capacity was $3.5 billion.

Current wording

The Company continually evaluates its on-balance sheet liquidity, including cash and unpledged securities and funding capacity at the FHLB and FRB Discount Window, and periodically tests each of its lines of credit. As of September 30, 2025, total on-balance sheet liquidity and funding capacity was $3.6 billion.

Previous wording

The Company has a highly operational and granular deposit base, with long-standing client relationships across multiple customer segments providing stable funding. The vast majority of the 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 June 30, 2025, the Bank reported $6.11 billion of estimated uninsured deposits in its Call Report. This total included $2.54 billion of collateralized government deposits and $1.84 billion of intercompany deposits of fully consolidated subsidiaries, leaving estimated adjusted uninsured deposits of $1.73 billion, or 16.7% of total deposits. On-balance-sheet liquidity and funding capacity represented 199% of the estimated adjusted uninsured deposits.

Current wording

The Company has a highly operational and granular deposit base, with long-standing client relationships across multiple customer segments providing stable funding. The vast majority of government deposits are protected by FDIC insurance as well as the State of New Jersey under the Government Unit Deposit Protection Act, which requires uninsured government deposits to be further collateralized by the Bank. At September 30, 2025, the Bank reported $6.37 billion of estimated uninsured deposits in its Call Report. This total included $2.55 billion of collateralized government deposits and $1.89 billion of intercompany deposits of fully consolidated subsidiaries, leaving estimated adjusted uninsured deposits of $1.93 billion, or 18.3% of total deposits. On-balance-sheet liquidity and funding capacity represented 189% of the estimated adjusted uninsured deposits.

Previous wording

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 six months ended June 30, 2025, the Parent Company received dividend payments of $62.0 million from the Bank. At June 30, 2025, the Parent Company held $61.6 million in cash and cash equivalents.

Current wording

The primary sources of liquidity specifically available to the Parent Company are dividends from the Bank, proceeds from the sale of investments, and the issuance of debt and common stock. For the nine months ended September 30, 2025, the Parent Company received dividend payments of $62.0 million from the Bank. At September 30, 2025, the Parent Company held $41.4 million in cash and cash equivalents.

Previous wording

As of June 30, 2025, the Company pledged $7.32 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 $983.6 million of securities to secure borrowings, enhance borrowing capacity, collateralize its repurchase agreements, and for other purposes required by law. The Company had $938.7 million of FHLB advances, including $137.0 million of overnight borrowings as of June 30, 2025, as compared to $1.07 billion of FHLB term advances and no outstanding overnight borrowings from the FHLB at December 31, 2024.

Current wording

As of September 30, 2025, the Company pledged $7.48 billion of loans with the FHLB and FRB to enhance the Company’s borrowing capacity, which included collateral pledged to the FHLB to obtain a letter of credit to collateralize certain municipal deposits. The Company also pledged $1.02 billion of securities to secure borrowings, enhance borrowing capacity, collateralize its repurchase agreements, and for other purposes required by law. The Company had $1.71 billion of FHLB advances, including $943.0 million of overnight borrowings as of September 30, 2025, as compared to $1.07 billion of FHLB term advances and no outstanding overnight borrowings from the FHLB at December 31, 2024.

Previous wording

The Company’s cash needs for the six months ended June 30, 2025 were primarily satisfied by principal repayments of debt securities and the increase in deposits, and primarily utilized for the repayment of FHLB advances and the redemption of preferred stock.

Current wording

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

Previous wording

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 June 30, 2025, outstanding commitments to originate loans totaled $954.8 million and outstanding undrawn lines of credit totaled $1.45 billion, of which $1.15 billion were commitments to commercial and commercial construction borrowers and $298.5 million were commitments to consumer and residential construction borrowers. Commitments to fund undrawn lines of credit and commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the existing contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company’s exposure to credit risk is represented by the contractual amount of the instruments.

Current wording

In the normal course of business, the Bank routinely enters into various off-balance sheet commitments, primarily relating to the origination and funding of loans. At September 30, 2025, outstanding commitments to originate loans totaled $863.9 million and outstanding undrawn lines of credit totaled $1.71 billion, of which $1.43 billion were commitments to commercial and commercial construction borrowers and $277.5 million were commitments to consumer and residential construction borrowers. Commitments to fund undrawn lines of credit and commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the existing contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company’s exposure to credit risk is represented by the contractual amount of the instruments.

Previous wording

At June 30, 2025, the Company also had various contractual obligations, which included debt obligations of $1.20 billion, including finance lease obligations of $1.3 million, and an additional $16.5 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 $2.25 billion at June 30, 2025. 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. Depending on market conditions, the Company may be required to pay higher rates on such deposits or borrowings than it currently pays.

Current wording

At September 30, 2025, the Company also had various contractual obligations, which included debt obligations of $1.97 billion, including finance lease obligations of $1.2 million, and an additional $18.3 million in operating lease obligations included in other liabilities. The Company expects to have sufficient funds available to meet current commitments in the normal course of business. Time deposits scheduled to mature in one year or less totaled $2.18 billion at September 30, 2025. 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. Depending on market conditions, the Company may be required to pay higher rates on such deposits or borrowings than it currently pays.

Previous wording

Under the Company’s stock repurchase program, shares of OceanFirst Financial Corp. common stock may be purchased in the open market and through other privately-negotiated transactions, from time-to-time, depending on market conditions. The repurchased shares are held as treasury stock for general corporate purposes. For the three and six months ended June 30, 2025, the Company repurchased 1,003,550 and 1,401,945 shares of its common stock, respectively, totaling $17.4 million and $24.3 million, respectively. Of these repurchased shares for the three and six months ended June 30, 2025, 971 and 77,029 shares were repurchased outside of the Company’s stock repurchase program. The Company repurchased these shares from employees that elected to sell shares to cover their withholding tax obligations on vested stock awards and options. At June 30, 2025, there were 226,284 shares available to be repurchased under the authorized stock repurchase program. On July 16, 2025, the Company announced its Board of Directors authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares.

Current wording

Under the Company’s stock repurchase program, shares of OceanFirst Financial Corp. common stock may be purchased in the open market and through privately-negotiated transactions, from time-to-time, depending on market conditions. The repurchased shares are held as treasury stock for general corporate purposes. For the three and nine months ended September 30, 2025, the Company repurchased 2,308 and 1,404,253 shares of its common stock, respectively, totaling $42,000 and $24.4 million, respectively. Of these repurchased shares for the three and nine months ended September 30, 2025, 2,308 and 79,337 shares were repurchased outside of the Company’s stock repurchase program. The Company repurchased these shares from employees that elected to sell shares to cover their withholding tax obligations on vested stock awards and options. On July 16, 2025, the Company announced its Board of Directors authorized a 2025 Stock Repurchase Program to repurchase up to an additional 3.0 million shares. At September 30, 2025, there were 3,226,284 shares available to be repurchased under the authorized stock repurchase program.

Previous wording

Cash dividends on common stock declared and paid during the six months ended June 30, 2025 were $23.3 million. Cash dividends on preferred stock declared and paid during the six months ended June 30, 2025 were $2.0 million. On May 15, 2025, the Company redeemed all 57,370 shares of its 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A. The aggregate payment of $57.4 million, at a redemption price of $25.00 per share, resulted in a net loss on redemption of $1.8 million.

Current wording

Cash dividends on common stock declared and paid during the nine months ended September 30, 2025 were $34.8 million. Cash dividends on preferred stock declared and paid during the nine months ended September 30, 2025 were $2.0 million. On May 15, 2025, the Company redeemed all 57,370 shares of its 7.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A. The aggregate payment of $57.4 million, at a redemption price of $25.00 per share, resulted in a net loss on redemption of $1.8 million.

Previous wording

The Company’s ability to continue to repurchase shares of common stock and pay dividends remains dependent upon capital distributions from the Bank, which may be adversely affected by capital restraints imposed by applicable regulations. If applicable regulations or regulators prevent the Bank from paying a dividend to the Company, the Company may not have the liquidity necessary to repurchase shares of common stock or pay a dividend in the future or pay a dividend at the same rate as historically paid or be able to meet current debt obligations. Additionally, regulations of the Federal Reserve may prevent the Company from either paying or increasing the cash dividend to common stockholders. These regulatory policies may affect the ability of the Parent Company to pay dividends, repurchase shares of common stock, or otherwise engage in capital distributions.

Current wording

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. If applicable regulations or regulators prevent the Bank from paying a dividend to the Parent Company, the Parent Company may not have the liquidity necessary to repurchase shares of common stock or pay a dividend in the future or pay a dividend at the same rate as historically paid or be able to meet current debt obligations. Additionally, regulations of the Federal Reserve may prevent the Parent Company from either paying or increasing the cash dividend to common stockholders. These regulatory policies may affect the ability of the Parent Company to pay dividends, repurchase shares of common stock, or otherwise engage in capital distributions.

Previous wording

Additionally, management performs multiple capital stress test scenarios periodically, varying loan growth, earnings, access to the capital markets, credit losses, and mark-to-market losses in the investment portfolio, including both available-for-sale and held-to-maturity. As of June 30, 2025, the Bank and Parent 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.

Current wording

Additionally, management performs multiple capital stress test scenarios periodically, varying loan growth, earnings, access to the capital markets, credit losses, and mark-to-market losses in the investment portfolio, including both available-for-sale and held-to-maturity. As of September 30, 2025, the Bank and Company continued to maintain adequate capital under all stress scenarios. 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.

Previous wording

At June 30, 2025 and December 31, 2024, the Company maintained a stockholders’ equity to total assets ratio of 12.33% and 12.69%, respectively.

Current wording

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

Previous wording

Loan Portfolio Composition. At June 30, 2025, the Company had total loans outstanding of $10.19 billion, of which $5.07 billion, or 49.8% 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 $914.4 million were commercial and industrial - real estate, or 9.0% of total loans; and $862.5 million were commercial and industrial - non-real estate loans, or 8.5% of total loans; $3.12 billion were residential real estate loans, or 30.6% of total loans; and $220.8 million were consumer loans, primarily home equity loans and lines of credit, or 2.2% of total loans.

Current wording

Loan Portfolio Composition. At September 30, 2025, the Company had total loans outstanding of $10.56 billion, of which $5.21 billion, or 49.4% of total loans, were investor owned commercial real estate, multi-family, and construction (including residential development loans), (collectively, “commercial real estate - investor”). The remainder of the portfolio consisted of commercial and industrial loans of which $997.1 million were commercial and industrial - real estate, or 9.4% of total loans; and $998.9 million were commercial and industrial - non-real estate loans, or 9.5% of total loans; $3.14 billion of residential real estate loans, or 29.7% of total loans; and $215.6 million of consumer loans, primarily home equity loans and lines of credit, or 2.0% of total loans.

Previous wording

The Company reclassified loans secured by owner-occupied commercial real estate to commercial and industrial - real estate to reflect the variation in the management and underlying risk profile of such loans as compared with non-owner-occupied (“investor”) commercial real estate loans. Similarly, the Company also reclassified commercial and industrial loans that were not secured by real estate to commercial and industrial - non-real estate. Collectively, these two loan portfolios are referred to as ‘Commercial and industrial” loans.

Current wording

In 2025, the Company reclassified loans secured by owner-occupied commercial real estate to commercial and industrial - real estate to reflect the variation in the management and underlying risk profile of such loans as compared with non-owner-occupied (“investor”) commercial real estate loans. Similarly, the Company also reclassified commercial and industrial loans that were not secured by real estate to commercial and industrial - non-real estate. Collectively, these two loan portfolios are referred to as “Commercial and industrial” loans.