OCEANFIRST FINANCIAL CORP
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
OCFC$18.08-1.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1)Financial Statements
The following documents are filed as a part of this report:
| PAGE | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 70 |
| Consolidated Statements of Financial Condition at December 31, 2025 and 2024 | 74 |
| Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023 | 75 |
| Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 | 76 |
| Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 | 77 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 | 78 |
| Notes to Consolidated Financial Statements for the Years Ended December 31, 2025, 2024 and 2023 | 81 |
(a)(2)Financial Statement Schedules
All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.
(a)(3)Exhibits
| Exhibit No: | Exhibit Description | Reference |
| 2.1 | Agreement and Plan of Merger, dated as of December 29, 2025 by and among OceanFirst Financial Corp., Flushing Financial Corporation and Apollo Merger Sub Corp. | Incorporated herein by reference to Exhibit 2.1 to Form 8-K filed on January 5, 2026 |
| 3.1 | Certificate of Incorporation of OceanFirst Financial Corp. | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 3.1A | Certificate of Amendment to the Certificate of Incorporation of OceanFirst Financial Corp. | Incorporated herein by reference from Exhibit to Form 8-K filed on June 4, 2018. |
| 3.2 | Bylaws of OceanFirst Financial Corp. | Incorporated herein by reference from Exhibit to Form 8-K filed on December 21, 2017. |
| 4.0 | Stock Certificate of OceanFirst Financial Corp. | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 4.7 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | Incorporated herein by reference from the Exhibits to the Annual Report on Form 10-K filed on March 1, 2021. |
| 4.8 | Form of 6.375% Fixed-to-Floating Rate Subordinated Note due 2035 | Incorporated herein by reference from Exhibit A included in Exhibit 4.2 to Form 8-K filed on October 27, 2025. |
| 4.9 | Indenture, dated October 29, 2025, between OceanFirst Financial Corp. and Wilmington Trust, National Association, as Trustee | Incorporated herein by reference from Exhibit 4.1 to Form 8-K filed on October 27, 2025. |
| 4.10 | First Supplemental Indenture, dated October 29, 2025, between OceanFirst Financial Corp. and Wilmington Trust, National Association, as Trustee | Incorporated herein by reference from Exhibit 4.2 to Form 8-K filed on October 27, 2025. |
| 10.1 | Form of OceanFirst Bank Employee Stock Ownership Plan | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 10.1(a) | Amendment to OceanFirst Bank Employee Stock Ownership Plan | Incorporated herein by reference from the Exhibits to Form 10-K filed on March 25, 1997. |
| 10.1(b) | Amendment to OceanFirst Bank Employee Stock Ownership Plan | Incorporated herein by reference from Exhibit to Form 10-K filed on March 17, 2008. |
| 10.3 | OceanFirst Bank 1995 Supplemental Executive Retirement Plan | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 10.4 | OceanFirst Bank Deferred Compensation Plan for Directors | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 10.4(a) | OceanFirst Bank New Executive Deferred Compensation Master Agreement | Incorporated herein by reference from Exhibit to Form 8-K filed on September 23, 2008. |
| 10.5 | OceanFirst Bank Deferred Compensation Plan for Officers | Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996 as amended, Registration No. 33-80123. |
| 10.5(a) | OceanFirst Bank New Director Deferred Compensation Master Agreement | Incorporated herein by reference from Exhibit to Form 8-K filed on September 23, 2008. |
| 10.18 | Amendment and form of OceanFirst Bank Employee Severance Compensation Plan | Incorporated herein by reference from Exhibits to Form 10-Q filed on August 9, 2005. |
| 10.19 | Form of OceanFirst Financial Corp. Deferred Incentive Compensation Award Program | Incorporated herein by reference from Exhibits to Form 10-K filed on March 14, 2006. |
| Exhibit No: | Exhibit Description | Reference |
| 10.30 | Form of Employment Agreement between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, and Steven J. Tsimbinos | Incorporated herein by reference from Exhibit to Form 8-K filed on April 10, 2017. |
| 10.32 | Supplemental Executive Retirement Account Agreement between Christopher D. Maher and OceanFirst Bank dated June 18, 2013 | Incorporated herein by reference from Exhibit to Form 8-K filed June 20, 2013. |
| 10.35 | Form of Employment Agreement between OceanFirst Financial Corp. and certain executive officers, including Joseph J. Lebel | Incorporated herein by reference from Exhibit to Form 8-K filed on April 10, 2017. |
| 10.35A | Form of First Amendment to Confidentiality and Executive Restriction Agreement Employment between OceanFirst Financial Corp. and certain executive officers, including Christopher D. Maher, Joseph J. Lebel III, and Steven J. Tsimbinos | Incorporated herein by reference from Exhibit to Form 8-K filed on June 27, 2017. |
| 10.40 | OceanFirst Financial Corp. 2020 Stock Incentive Plan | Incorporated hereto by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 22, 2020. |
| 10.41 | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Stock Options | Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020. |
| 10.42 | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Award Agreement for Time-Vested Stock Awards | Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020. |
| 10.43 | Form of OceanFirst Financial Corp. 2020 Stock Incentive Plan Performance Based Stock Award Agreement | Incorporated herein by reference from the Exhibits to the Current Report on Form 8-K filed on May 26, 2020. |
| 10.44 | Amendment No.1 to the OceanFirst Financial Corp. 2020 Stock Incentive Plan | Incorporated hereto by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on April 20, 2021 |
| 10.47 | Executive Employment Agreement between OceanFirst Financial Corp. and Patrick Barrett | Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022 |
| 10.48 | Confidentiality and Executive Restriction Agreement | Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022 |
| 10.49 | Executive Change in Control Agreement | Incorporated herein by reference from the Exhibits to Form 8-K filed on March 17, 2022 |
| 10.50 | Investment Agreement, dated December 29, 2025, by and between OceanFirst, Inc. and affiliates of funds managed by Warburg Pincus LLC | Incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on January 5, 2026 |
| 10.51 | Amended Supplemental Executive Retirement Account Agreement between Christopher D. Maher and OceanFirst Bank dated March 28, 2025 | Incorporated herein by reference from the Exhibit to Form 8-K filed on March 31, 2025 |
| 14.1 | Amended OceanFirst Bank, N.A. Code of Ethics and Standards of Personal Conduct | Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022 |
| 14.2 | OceanFirst Financial Corp. Code of Ethics for Senior Officers | Incorporated herein by reference from the Exhibits to Form 10-K filed on February 25, 2022 |
| 19.0 | Insider Trading Policy and Procedures (appendix omitted) | Incorporated herein by reference from the Exhibits to Form 10-K filed on February 28, 2025 |
| 21.0 | Subsidiary information | Incorporated herein by reference to “Part I - Subsidiary Activities” |
| 23.1 | Consent of Deloitte & Touche LLP | Filed herewith. |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| Exhibit No: | Exhibit Description | Reference |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith. |
| 32.1 | Certifications pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes Oxley Act of 2002 | Filed herewith. |
| 97 | Policy Relating to Recovery of Erroneously Awarded Compensation | Incorporated herein by reference from the Exhibits to the Form 10-K filed on February 23, 2024. |
| 101.0 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. | Filed herewith. |
| 101.INS | XBRL Instance Document | Filed herewith. |
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith. |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith. |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. |
| 101.DEF | XBRL Taxonomy Extension Definitions Linkbase Document | Filed herewith. |
| 104.0 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101) | Filed herewith. |
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